14710 Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices

4 17 CFR 200.30–3(a)(27) (1989).

1A formula is likely to limit the Holder’s

participation in any appreciation of the underlying

Shares, and it may, in some cases, limit the Holder’s

exposure to any depreciation in the underlying

Shares. It is anticipated that the Holders will

receive a yield greater than the ordinary dividend

yield on the Shares at the time of the issuance of

the Securities, which is intended to compensate

Holders for the limit on the Holders’ participation

in any appreciation of the underlying Shares. In

some cases, there may be an upper limit on the

value of the Shares that a Holder will ultimately

receive.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the CTA. All

submissions should refer to the file

number in the caption above and should

be submitted by April 17, 1997.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.4

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7784 Filed 3–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22578; 812–10478]

Goldman Sachs & Co.; Notice of

Application

March 21, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANT: Goldman Sachs & Co.

(‘’Goldman Sachs’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act for an

exemption from sections 12(d) (1) and

14(a) of the Act, and under section 17(b)

of the Act for an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Goldman

Sachs requests an order with respect to

the Automatic Common Exchange

Security Trusts and future trusts that are

substantially similar and for which

Goldman Sachs will serve as a principal

underwriter (the ‘‘Trusts’’) that would

(a) permit other registered investment

companies to own a greater percentage

of the total outstanding voting stock (the

‘‘Securities’’) of any Trust than that

permitted by section 12(d)(1), (b)

exempt the Trusts from the initial net

worth requirements of section 14(a), and

(c) permit the Trusts to purchase U.S.

government securities from Goldman

Sachs at the time of a Trust’s initial

issuance of Securities.

FILING DATES: The application was filed

on January 7, 1997. Applicants have

agreed to file an amendment during the

notice period the substance of which is

incorporated herein.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 15, 1997, and should be

accompanied by proof of service on

applicant, in the form of an affidavit, or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, 85 Broadway, New York,

New York 10004.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Attorney, at

(202) 942–0572, or Mary Kay Frech,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Each Trust will be a limited-life,

grantor trust registered under the Act as

a non-diversified, closed-end

management investment company.

Goldman Sachs will serve as a principal

underwriter (as defined in section

2(a)(29) of the Act) of the Securities

issued to the public by each Trust.

2. Each Trust will, at the time of its

issuance of Securities, (a) enter into one

or more forward purchase contracts (the

‘‘Contracts’’) with a counterparty to

purchase a formulaically-determined

number of a specified equity security or

securities (the ‘‘Shares’’) of one

specified issuer, and (b) in some cases,

purchase certain U.S. Treasury

securities (‘’Treasuries’’), which may

include interest-only or principal-only

securities maturing at or prior to the

Trust’s termination. The Trusts will

purchase the Contracts from

counterparties that are not affiliated

with either the relevant Trust or

applicant. The investment objective of

each Trust will be to provide to each

holder of Securities (‘‘Holder’’) (a)

current cash distributions from the

proceeds of any Treasuries, and (b)

limited participation in, or limited

exposure to, changes in the market

value of the underlying Shares.

3. In all cases, the Shares will trade

in the secondary market and the issuer

of the Shares will be a reporting

company under the Securities Exchange

Act of 1934. The number of Shares, or

the value thereof, that will be delivered

to a Trust pursuant to the Contracts may

be fixed (e.g., one Share per Securities

issued) or may be determined pursuant

to a formula; the product of which will

vary with the price of the Shares. A

formula generally will result in each

Securities Holder receiving fewer Shares

as the market value of such Shares

increases, and more Shares as their

market value decreases.1 At the

termination of each Trust, each Holder

will receive the number of Shares per

Securities, or the value thereof, as

determined by the terms of the

Contracts, that is equal to the Holder’s

pro rata interest in the Shares or amount

received by the Trust under the

Contracts.

4. Securities issued by the Trusts will

be listed on a national securities

exchange or traded on the National

Association of Securities Dealers

Automated Quotation System. Thus the

Securities will be ‘‘national market

system’’ securities subject to public

price quotation and trade reporting

requirements. After the Securities are

issued, the trading price of the

Securities is expected to vary from time

to time based primarily upon the price

of the underlying Shares, interest rates,

and other factors affecting conditions

and prices in the debt and equity

markets. Goldman Sachs currently

intends, but will not be obligated, to

make a market in the Securities of each

Trust.

5. Each Trust will be internally

managed by three trustees and will not

have any separate investment adviser.
Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices 14711

2A ‘‘majority of the Trust’s outstanding

Securities’’ means the lesser of (a) 67% of the

Securities represented at a meeting at which more

than 50% of the outstanding Securities are

represented, and (b) more than 50% of the

outstanding Securities.

The trustees will have limited or no

power to vary the investments held by

each Trust. The day-to-day

administration of each Trust will be

carried out by Goldman Sachs. A bank

qualified to serve as a trustee under the

Trust Indenture Act of 1939, as

amended, will act as custodian for each

Trust’s assets and as paying agent,

registrar, and transfer agent with respect

to the Securities of each Trust. Such

bank will have no other affiliation with,

and will not be engaged in any other

transaction with, any Trust.

6. The Trusts will be structured so

that the trustees are not authorized to

sell the Contracts or Treasuries under

any circumstances. The Trusts will hold

such Contracts until maturity, at which

time they will be settled according to

their terms.

7. The trustees of each Trust will be

selected initially by Goldman Sachs,

together with any other initial Holders,

or by the grantors of such Trust. The

Holders of each Trust will have the

right, upon the declaration in writing or

vote of more than two-thirds of the

outstanding Securities of the Trust, to

remove a trustee. Holders will be

entitled to a full vote for each Securities

held on all matters to be voted on by

Holders and will not be able to

cumulate their votes in the election of

trustees. The investment objectives and

policies of each Trust may be changed

only with the approval of a ‘‘majority of

the Trust’s outstanding Securities’’ 2 or

any greater number required by the

Trust’s constituent documents. Unless

Holders so request, it is not expected

that the Trusts will hold any meetings

of Holders, or that Holders will ever

vote.

8. The Trusts will not be entitled to

any rights with respect to the Shares

until any Contracts requiring delivery of

the Shares to the Trust are settled, at

which time the Shares will be promptly

distributed to Holders. The Holders,

therefore, will not be entitled to any

rights with respect to the Shares

(including voting rights or the right to

receive any dividends or other

distributions in respect thereof) until

receipt by them of the Shares at the time

the Trust is liquidated.

9. Each Trust will be structured so

that its organizational and ongoing

expenses will not be borne by the

Holders, but rather, directly or

indirectly, by the counterparties, or

another third party (which could

include Goldman Sachs), as will be

described in the prospectus for the

relevant Trust. At the time of the

original issuance of the Securities of any

Trust, there will be paid to each of the

administrator, the custodian, and the

paying agent, and to each trustee, a onetime amount in respect of such agent’s

fee over its term. Any expenses of the

Trust in excess of this anticipated

amount will be paid as incurred by a

party other than the Trust itself (which

party may be Goldman Sachs).

Applicant’s Legal Analysis

A. Sections 12(d)(1) and 14(a)

1. Section 6(c) of the Act provides that

the SEC may exempt persons or

transactions if, and to the extent that,

such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

2. Section 12(d)(1)(A) of the Act

prohibits any registered investment

company from owning more than 3% of

the total outstanding voting stock of any

other investment company. Section

12(d)(1)(C) of the Act similarly prohibits

any investment company and other

investment companies having the same

investment adviser from owning more

than 10% of the total outstanding voting

stock of any other closed-end

investment company.

3. Applicant believes, in order for the

Trusts to be marketed most successfully,

and to be traded at a price that most

accurately reflects their asset value, that

it is necessary for the Securities of each

Trust to be offered to large investment

companies and investment company

complexes. Applicant states that large

investment companies and investment

company complexes seek to spread

fixed costs of analyzing specific

investment opportunities by making

sizable investments in those

opportunities that prove attractive.

Conversely, it may not be economically

rational for such investors, or their

advisers, to take the time to review an

investment opportunity if the amount

that they would ultimately be permitted

to purchase is immaterial in light of the

total assets of the investment company

or investment company complex.

Therefore, applicant argues that, in

order for the Trusts to be economically

attractive to large investment companies

and investment company complexes,

such investors must be able to acquire

Securities in each Trust in excess of the

limitations imposed by section 12(d)(1).

Applicant requests that the SEC issue an

order under section 6(c) exempting the

Trusts from such limitations.

4. Section 12(d)(1) is intended to

mitigate or eliminate actual or potential

abuses which might arise when one

investment company acquires shares of

another investment company. These

abuses include the ‘‘pyramiding’’ of

control over portfolio funds by fundholding companies and the layering of

costs to investors.

5. The pyramiding concerns fall into

two categories. One arises from the

potential for undue influence resulting

from the pyramiding of voting control of

the acquired investment company.

Applicant believes that this concern

generally does not arise in the case of

the Trusts because neither the trustees

nor the Holders will have the power to

vary the investments held by each Trust

or to acquire or dispose of the assets of

the Trusts. To the extent that Holders

can change the composition of the board

of trustees or the fundamental policies

of each Trust by vote, applicant argues

that any concerns regarding undue

influence will be eliminated by

including a provision in the charter

documents for the Trusts that will

require that any investment companies

owning voting stock of any Trust in

excess of the limits imposed by sections

12(d)(1)(A) and 12(d)(1)(C) will vote

their Securities in proportion to the

votes of all other Holders.

6. The second concern with respect to

pyramiding is that an acquiring

investment company might be able to

influence unduly the persons operating

the acquired investment fund. This

undue influence could arise through a

threat to redeem assets invested in the

underlying fund at a time, or in a

manner, which is disadvantageous to

that fund, or to threaten to vote shares

in that fund in a manner inconsistent

with the best interests of that fund and

its shareholders. Applicant believes that

this concern does not arise in the case

of the Trusts because the Securities will

not be redeemable and because the

trustees’ management control will be so

limited.

7. The second major objective of

section 12(d)(1) is to avoid imposing on

investors the excessive costs and fees

that may result from multiple layers of

investments. Excessive costs can result

from investors paying double sales

charges when purchasing shares of a

fund which, in turn, invests in other

funds, or from duplicative expenses

arising from the operation of two funds

in place of one. Applicant believes that

neither of these concerns arises in the

case of the Trusts because of the limited

on-going fees and expenses incurred by

the Trusts and the fact that generally
14712 Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices

such fees and expenses will be borne,

directly or indirectly, by Goldman Sachs

or another third party, not by the

Holders. In addition, the Holders will

not, as a practical matter, bear the

organization expenses (including

underwriting expenses) of the Trusts.

Applicant asserts that such organization

expenses effectively will be borne by the

counterparties in the form of a discount

in the price paid to them for the

Contracts, or will be borne directly by

Goldman Sachs, the counterparties, or

other third parties. Thus, a Holder will

not pay duplicative charges to purchase

its investment in any Trust. Finally,

there will be no duplication of advisory

fees because the Trusts will be

internally managed by their trustees.

8. Applicant believes that the

investment product offered by the

Trusts serves a valid business purpose.

The Trusts, unlike most registered

investment companies, are not marketed

to provide investors with either

professional investment asset

management or the benefits of

investment in a diversified pool of

assets. Rather, applicant asserts that the

Securities are intended to provide

Holders with a security having unique

payment and risk characteristics,

including an anticipated higher yield

than the ordinary dividend yield on the

Shares at the time of the issuance of the

Securities.

9. Applicant believes that the

purposes and policies of section 12(d)(1)

are not implicated by the Trusts and

that the requested exemption from

section 12(d) (1) is appropriate in the

public interest and consistent with the

protection of investors and the purposes

fairly intended by the policies of the

Act.

10. Section 14(a) of the Act requires,

in pertinent part, that an investment

company have a net worth of at least

$100,000 before making any public

offering of its shares. The purpose of

section 14(a) is to ensure that

investment companies are adequately

capitalized prior to or simultaneously

with the sale of their securities to the

public. Rule 14a–3 exempts from

section 14(a) unit investment trusts that

meet certain conditions in recognition

of the fact that, once the units are sold,

a unit investment trust requires much

less commitment on the part of the

sponsor than does a management

investment company.

11. Applicant argues that, while the

Trusts are classified as management

companies, they have the characteristics

of unit investment trusts that are

relevant to the rule 14a–3 exemption.

Rule 14a–3 provides that a unit

investment trust investing in eligible

trust securities shall be exempt from the

net worth requirement, provided that

the trust holds at least $100,000 of

eligible trust securities at the

commencement of a public offering.

Investors in the Trusts, like investors in

a traditional unit investment trust, will

not be purchasing interests in a

managed pool of securities, but rather in

a fixed and disclosed portfolio that is

held until maturity. Applicant believes

that the make-up of each Trust’s assets,

therefore, will be ‘‘locked-in’’ for the life

of the portfolio, and there is no need for

an ongoing commitment on the part of

the underwriter.

12. Applicant states that, in order to

ensure that each Trust will become a

going concern, the Securities of each

Trust will be publicly offered in a firm

commitment underwriting, registered

under the Securities Act of 1933, and

resulting in net proceeds to each Trust

of at least $10,000,000. Prior to the

issuance and delivery of the Securities

of each Trust to the underwriters, the

underwriters will enter into an

underwriting agreement pursuant to

which they will agree to purchase the

Securities subject to customary

conditions to closing. The underwriters

will not be entitled to purchase less

than all of the securities of each Trust.

Accordingly, applicant states that either

the offering will not be completed at all

or each Trust will have a net worth

substantially in excess of $100,000 on

the date of the issuance of the

Securities. Applicant also does not

anticipate that the net worth of the

Trusts will fall below $100,000 before

they are terminated.

13. Applicant requests that the SEC

issue an order under section 6(c)

exempting the Trusts from any

requirements of section 14(a). Applicant

believes that such exemption is

appropriate in the public interest and

consistent with the protection of

investors and the policies and

provisions of the Act.

B. Section 17(a)

1. Sections 17(a)(1) and 17(a)(2) of the

Act generally prohibit the principal

underwriter of any investment company

from selling or purchasing any

securities to or from that investment

company. The result of these provisions

is to preclude the Trusts from

purchasing Treasuries from Goldman

Sachs.

2. Section 17(b) of the Act provides

that the SEC shall exempt a proposed

transaction from section 17(a) if

evidence establishes that: (a) the terms

of the proposed transaction are

reasonable and fair and do not involve

overreaching; (b) the proposed

transaction is consistent with the

policies of the registered investment

company involved; and (c) the proposed

transaction is consistent with the

general purposes of the Act. Applicant

requests an exemption from sections

17(a)(1) and 17(a)(2) to permit the Trusts

to purchase Treasuries from applicant at

the time of the Trust’s entry into

Contracts and issuance of Securities.

3. Applicant states that the policy

rationale underlying section 17(a) is the

concern that an affiliated person of an

investment company, by virtue of such

relationship, could cause an investment

company to purchase securities of poor

quality from the affiliated person or to

overpay for any securities. Applicant

argues that it is unlikely that Goldman

Sachs would be able to exercise any

adverse influence over the Trusts with

respect to purchases of Treasuries

because Treasuries do not vary in

quality and are traded in one of the most

liquid markets in the world. Treasuries

are available through both primary and

secondary dealers, making the Treasury

market very competitive. In addition,

market prices on Treasuries can be

confirmed on a number of commercially

available information screens. Applicant

argues that because Goldman Sachs is

one of a limited number of primary

dealers in Treasuries, Goldman Sachs

will be able to offer the Trusts prompt

execution of their Treasury purchases at

very competitive prices.

4. Applicant states that it is only

seeking relief from section 17(a) with

respect to the initial purchase of the

Treasuries and not with respect to an

on-going course of business.

Consequently, investors will know

before they purchase a Trust’s Securities

the Treasuries that will be owned by the

Trust and the amount of the cash

payments that will be provided

periodically by the Treasuries to the

Trust and distributed to Holders.

Applicant also asserts that whatever risk

there is of overpricing the Treasuries

will be borne by the counterparties and

not by the Holders because the cost of

the Treasuries will be calculated into

the amount paid on the Contracts.

Applicant argues that, for this reason,

the counterparties will have a strong

incentive to monitor the price paid for

the Treasuries, because any

overpayment could result in a reduction

in the amount that they would be paid

on the Contracts.

5. Applicant believes that the terms of

the proposed transaction are reasonable

and fair and do not involve

overreaching on the part of any person,

that the proposed transaction is

consistent with the policy of each of the

Trusts, and that the requested
Federal Register / Vol. 62, No. 59 / Thursday, March 27, 1997 / Notices 14713

exemption is appropriate in the public

interest and consistent with the

protection of investors and purposes

fairly intended by the policies and

provisions of the Act.

Applicant’s Conditions

Applicant agrees that the order

granting the requested relief shall be

subject to the following conditions:

1. Any investment company owning

voting stock of any Trust in excess of

the limits imposed by section 12(d)(1) of

the Act will be required by the Trust’s

charter document to vote its Trust

shares in proportion to the vote of all

other Holders.

2. The trustees of each Trust,

including a majority of the trustees who

are not interested persons of the Trust,

(a) will adopt procedures that are

reasonably designed to provide that the

conditions set forth below have been

complied with; (b) will make and

approve such changes as deemed

necessary; and (c) will determine that

the transactions made pursuant to the

order were effected in compliance with

such procedures.

3. The Trusts (a) will maintain and

preserve in an easily accessible place a

written copy of the procedures (and any

modifications thereto), and (b) will

maintain and preserve for the longer of

(x) the life of the Trusts and (y) six years

following the purchase of any

Treasuries, the first two years in an

easily accessible place, a written record

of all Treasuries purchased, whether or

not from applicant, setting forth a

description of the Treasuries purchased,

the identify of the seller, the terms of

the purchase, and the information or

materials upon which the

determinations described below were

made.

4. The Treasuries to be purchased by

each Trust will be sufficient to provide

payments to Securities Holders that are

consistent with the investment

objectives and policies of the Trust as

recited in the Trust’s registration

statement and will be consistent with

the interests of the Trust and the

Holders of its Securities.

5. The terms of the transactions will

be reasonable and fair to the Holders of

the Securities issued by each Trust and

will not involve overreaching of the

Trust or the Holders of Securities threrof

on the part of any person concerned.

6. The fee, spread, or other

remuneration to be received by

Goldman Sachs will be reasonable and

fair compared to the fee, spread, or other

remuneration received by dealers in

connection with comparable

transactions at such time, and will

comply with section 17(e)(2)(C) of the

Act.

7. Before any Treasuries are

purchased by the Trust, the Trust must

obtain such available market

information as it deems necessary to

determine that the price to be paid for,

and the terms of, the transaction is at

least as favorable as that available from

other sources. This shall include the

Trust obtaining and documenting the

competitive indications with respect to

the specific proposed transaction from

two other independent government

securities dealers. Competitive

quotation information must include

price and settlement terms. These

dealers must be those who, in the

experience of the Trust’s trustees, have

demonstrated the consistent ability to

provide professional execution of

Treasury transactions at competitive

market prices. They also must be those

who are in a position to quote favorable

prices.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7785 Filed 3–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22577; 811–3774]

Insured Tax-Exempt Lease Trust

Series 1; Notice of Application

March 21, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Insured Tax-Exempt Lease

Trust Series 1.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

request an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on November 19, 1996, and amended on

February 24, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 15, 1997, and should be

accompanied by proof of service on the

applicant, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicant, One North Jefferson, St.

Louis, Missouri 63103.

FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at

(202) 942–0584 (Division of Investment

Management, Office of Investment

Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a registered unit

investment trust under the Act. On June

1, 1983, applicant filed a notification of

registration on Form N–8A under the

Act and filed a registration statement on

Form S–6 under the Securities Act of

1933. Its sponsor was A.G. Edwards &

Sons, Inc.

2. Applicant’s registration statement

was never declared effective, and its

legal existence was never created under

the laws of any State. Accordingly,

applicant has not sold any securities of

which it is the issuer. Nor does

applicant have any securityholders,

debts, liabilities or assets. Applicant is

not a party to any litigation or

administrative proceeding.

3. Applicant is not now engaged, nor

does it propose to engage, in any

business activities other than those

necessary to wind up its affairs.

For the SEC, by the Division of Investment

Management, under delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–7786 Filed 3–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26689]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

March 21, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed