19770 Federal Register / Vol. 63, No. 76 /Tuesday, April 21, 1998 / Notices

of the Underlying Fund’s shares owned

by the TopFund. Payments by an

Underlying Fund to a TopFund under

the Agreement will be a fund-wide

expense of the Underlying Fund.

5. Applicants submit that a TopFund,

by investing its assets in an Underlying

Fund, enables the Underlying Fund to

spread the Underlying Fund’s expenses

over a larger asset base. Applicants

further submit that the Underlying Fund

may experience savings because it

would be servicing only one account

(i.e., the TopFund), instead of multiple

accounts of the shareholders of the

TopFund. No Underlying Fund will

bear any expenses of a TopFund that

exceed Net Benefits as defined in the

condition below, to the Underlying

Fund from the arrangement.

Applicants’ Legal Analysis

1. Section 17(d) of the Act and rule

17d–1(a) under the Act provide that an

affiliated person of, or a principal

underwriter for, a registered investment

company, or an affiliate of such person

or principal underwriter, acting as

principal, shall not participate in, or

effect any transaction in connection

with, any joint enterprise or other joint

arrangement in which the registered

investment company is a participant

unless the SEC has issued an order

approving the arrangement.

2. Rule 17d–1(b) provides that, in

passing upon exemptive requests under

the rule, the SEC will consider whether

participation of the investment

company in the joint enterprise, joint

arrangement, or profit-sharing plan on

the basis proposed is consistent with the

provisions, policies, and purposes of the

Act and the extent to which the

participation is on a basis different from

or less advantageous than that of other

participants.

3. Applicants request relief under

section 17(d) and rule 17d–1 to permit

them to enter into the Agreement in

which the Underlying Funds may pay

certain expenses of the TopFunds.

Applicants contend that each

Underlying Fund will pay a TopFund’s

expenses only in direct proportion to

the average daily value of the

Underlying Fund’s shares owned by the

TopFund to ensure that expenses of the

TopFund are borne proportionately and

fairly. Applicants also state that prior to

an Underlying Fund’s entering into the

Agreement, and at least annually

thereafter, the board of trustees of the

Underlying Funds, including a majority

of trustees who are not interested

persons of the Underlying Fund (the

‘‘Board’’) will determine that the

Agreement will result in Net Benefits, as

defined in the condition below, to the

Underlying Fund. In making the annual

determination, one of the factors the

Board will consider is the amount of Net

Benefits actually experienced by each

class of shareholders of the Underlying

Fund and the Underlying Fund as a

whole during the preceding year. For

these reasons, applicants believe that

the requested relief meets the standards

of section 17(d) and rule 17d–1.

Applicants’ Condition

Applicants agree that the order will be

subject to the following condition:

Prior to an Underlying Fund’s

entering into the Special Servicing

Agreement and at least annually

thereafter, the Board must determine

that the Special Servicing Agreement

will result in quantifiable benefits to

each class of shareholders of the

Underlying Fund and to the Underlying

Fund as a whole that will exceed the

costs of the Special Servicing

Agreement borne by each class of

shareholders of the Underlying Fund

and by the Underlying Fund as a whole

(‘‘Net Benefits’’). In making the annual

determination, one of the factors the

Board must consider is the amount of

Net Benefits actually experienced by

each class of shareholders of the

Underlying Fund and the Underlying

Fund as a whole during the preceding

year. The Underlying Fund will

preserve for a period of not less than six

years from the date of a Board

determination, the first two years in an

easily accessible place, a record of the

determination and the basis and

information upon which the

determination was made. This record

will be subject to examination by the

SEC and its staff.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–10503 Filed 4–20–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[File No. 1–9210]

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Occidental Petroleum

Corporation, Common Stock, $.20 Par

Value)

April 14, 1998.

Occidental Petroleum Corporation

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Pacific Exchange,

Inc. (‘‘PCX’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security of the Company has

been listed for trading on the Exchange

and the New York Stock Exchange, Inc.,

pursuant to a Registration Statement on

Form 8–B, dated June 26, 1986, as

amended.

The Company has complied with

Exchange Rule 3.4 by (i) filing with the

Exchange a certified copy of the

resolutions adopted by the Company’s

Board of Directors authorizing the

delisting of the Security from the PCX

as well as the foreign exchanges on

which the Security is listed and (ii)

setting forth in detail to the Exchange

the reasons for the proposed delisting.

As part of an overall corporate cost

control project, the Company examined

the trading volume for the Security on

the various stock exchanges on which it

is listed as well as the costs, including

personnel time, associated with such

listings. The examination included

discussions with several major

brokerage firms as well as listing

representatives for the various

exchanges. The conclusion was that

there was extremely little value to the

Company or its stockholders in being

listed on exchanges other than the

NYSE. In the case of the PCX, trading

volume for the Security represents only

about 2.6% of the volume on the NYSE.

Moreover, although the annual

maintenance fee for the PCX is

relatively low, the Company generally

does pay the maximum amount each

year in additional listing fees.

By letter dated February 4, 1998, the

Exchange informed the Company that it

has approved the Company’s request to

be removed from listing and registration

on the PCX.

By reason of Section 12(b) of the Act

and the rules and regulations

thereunder, the Company shall continue

to file reports under Section 13 of the

Act with the Commission and the

NYSE.

Any interested person may, on or

before May 5, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the Exchange and what terms,

if any, should be imposed by the

Commission for the protection of
Federal Register / Vol. 63, No. 76 /Tuesday, April 21, 1998 / Notices 19771

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–10423 Filed 4–20–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23115; File No. 812–11000]

Transamerica Investors, Inc., et al.;

Notice of Application

April 14, 1998.

AGENCY: Securities and Exchange

Commission (the ‘‘Commission’’ or

‘‘SEC’’).

ACTION: Notice of application for an

order under Section 17(b) of the

Investment Company Act of 1940 (the

‘‘1940 Act’’).

SUMMARY OF APPLICATION: Applicants

seek an order to permit the

Transamerica High-Yield Bond Fund

separate account (the ‘‘Separate

Account’’) of Transamerica Life

Insurance and Annuity Company

(‘‘Transamerica Life’’), to transfer its

portfolio of assets to the Transamerica

Premier High-Yield Bond Fund (the

‘‘Fund’’), a series of Transamerica

Investors, Inc. (‘‘Transamerica

Investors’’), in exchange for shares of

the Fund.

APPLICANTS: Transamerica Investors and

Transamerica Life (collectively, the

‘‘Applicants’’).

FILING DATE: The application was filed

on February 9, 1998.

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 Secretary of

the SEC and serving the Applicants with

a copy of the request, personally or by

mail. Hearing requests must be received

by the SEC by 5:30 p.m. on May 11,

1998, and must be accompanied by

proof of service on the Applicants in the

form of an affidavit or, for lawyers, a

certificate of service. Hearing requests

should state the nature of the requester’s

interest, the reason for the request and

the issues contested. Persons may

request notification of a hearing by

writing the Secretary of the SEC.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

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

Applicants, c/o Reid A. Evers,

Transamerica Investors, Inc., 1150

South Olive, Suite 2100, Los Angeles,

California 90015.

FOR FURTHER INFORMATION CONTACT:

Keith Carpenter, Senior Counsel, or

Kevin M. Kirchoff, Branch Chief, Office

of Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application is

available for a fee from the SEC’s Public

Reference Branch, 450 5th Street, N.W.,

Washington, D.C. 20549 (tel. (202) 942–

8090).

Applicants’ Representations

1. Transamerica Investors is registered

under the 1940 Act as an open-end

management investment company of the

series type.

2. Transamerica Life is a life

insurance company incorporated under

the laws of North Carolina which is

principally engaged in writing

individual and group life insurance

policies and annuity contracts.

Transamerica Life is wholly owned by

Transamerica Occidental Life Insurance

Company, which is wholly owned by

Transamerica Insurance Corporation of

California, which is wholly owned by

Transamerica Corporation.

3. The Separate Account is a

segregated asset account of

Transamerica Life to which assets are

allocated to support benefits payable

under certain group annuity contracts

issued by Transamerica Life (the

‘‘Separate Account Contracts’’). The

Separate Account is excepted from the

definition of investment company

pursuant to Section 3(c)(11) of the 1940

Act and interests in the Separate

Account are exempt securities pursuant

to Section 3(a)(2) of the Securities Act

of 1933. The owners of Separate

Account Contracts (the ‘‘Separate

Account Contractholders’’) own the

Separate Account Contracts as funding

vehicles for employee benefit plans. The

Separate Account consists of a single

portfolio of assets. The investment

objective of the Separate Account is to

seek to achieve a high total return

(income plus capital changes) from high

yield fixed income securities.

4. Transamerica Investment Services,

Inc. (the ‘‘Adviser’’) serves as the

investment adviser to Transamerica

Investors and is a wholly-owned

subsidiary of Transamerica Corporation.

The Adviser also serves as an

investment adviser to the Separate

Account.

5. The Fund is being added as a new

series to Transamerica Investors.

Because the investment objectives,

policies and restrictions of the Fund

would mirror those of the Separate

Account, the assets of the Separate

Account will, if the exemptive relief

sought in the application is granted, be

transferred to the Fund (the ‘‘Proposed

Transfer’’) in exchange for institutional

class shares of the Fund. The Separate

Account would, in effect, be converted

to a unit investment trust-type separate

investment account that would invest in

a corresponding series of Transamerica

Investors.

6. On the effective date of the

Proposed Transfer, Transamerica Life,

on behalf of the Separate Account,

would transfer the portfolio of assets of

the Separate Account in exchange for

institutional class shares of the Fund.

Transamerica Life would record shares

issued by the Fund as assets of the

Separate Account. The Proposed

Transfer would be carried out in

compliance with Section 22(c) of the

1940 Act and Rule 22c–1 thereunder.

The value of the net assets of the

Separate Account would be determined

as of the business day immediately

preceding the effective date of the

Proposed Transfer. The number of

shares of the Fund to be issued to the

Separate Account would be determined

by dividing the value of the net assets

to be transferred from the Separate

Account by the current per share value

of the Fund’s shares. Accordingly, the

interests of the Separate Account

Contractholders in the Fund

immediately following the Proposed

Transfer would be equivalent to their

interests in the assets of the Separate

Account immediately prior to the

Proposed Transfer.

Applicants’ Legal Analysis

1. Section 17(a)(1) of the 1940 Act

prohibits any affiliated person of a

registered investment company, or an

affiliated person of an affiliated person,

from selling any security or other

property to a registered investment

company. Section 17(a)(2) of the 1940

Act prohibits any of the persons

described above from purchasing any

security or other property from a

registered investment company.

2. Each Applicant may be deemed to

be an affiliated person of the other

Applicant or an affiliated person of an

affiliated person of the other Applicant

under Section 2(a)(3) of the 1940 Act,

and the Proposed Transfer may require

an exemption from Section 17(a) of the