Federal Register / Vol. 63, No. 76 /Tuesday, April 21, 1998 / Notices 19769

1The TopFunds may not be Underlying Funds

and no TopFund will invest in another TopFund.

determine that the price to be paid for,

and the terms of, the transaction are at

least as favorable as that available from

other sources. This will 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.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–10502 Filed 4–20–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23116; 812–10228]

New England Funds, L.P. et al.; Notice

of Application

April 15, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order pursuant to section 17(d) and rule

17d–1 under the Investment Company

Act of 1940 (the ‘‘Act’’).

SUMMARY OF APPLICATION: Applicants

request an order that would permit

funds relying on section 12(d)(1) (E) or

(G) of the Act to enter into a special

servicing agreement.

APPLICANTS: New England Funds, L.P.

(‘‘NEF’’); New England Funds

Management, L.P. (‘‘NEFM’’); New

England Funds Trust I, on behalf of its

series, New England Balanced Fund,

New England Growth Fund, New

England Value Fund, New England

International Equity Fund, New England

Capital Growth Fund, New England

Bond Income Fund, New England Tax

Exempt Income Fund, New England

Government Securities Fund, New

England Star Advisers Fund, New

England Strategic Income Fund, and

New England Star Worldwide Fund;

New England Funds Trust II, on behalf

of its series, New England

Massachusetts Tax Free Income Fund,

New England High Income Fund, New

England Growth Opportunities Fund,

New England Limited Term U.S.

Government Fund, New England

Adjustable Rate U.S. Government Fund,

New England Intermediate Term Tax

Free Fund of California, and New

England Intermediate Term Tax Free

Fund of New York; New England Funds

Trust III, on behalf of its series, New

England Equity Income Fund

(collectively with New England Funds

Trusts I, II, and III, the ‘‘New England

Funds’’); and each existing or future

open-end management investment

company or series thereof, including

TopFund Series Trust, that is part of the

same group of investment companies as

the New England Funds under section

12(d)(1)(G)(ii) of the Act and which is,

or will be, advised by NEFM or any

entity controlling, controlled by, or

under common control with NEFM, or

for which NEF or any entity controlling,

controlled by, or under common control

with NEF, serves as principal

underwriter.

FILING DATES: The application was filed

on July 1, 1996, and amended on

December 5, 1996, May 1, 1997, and

September 11, 1997. Applicants have

agreed to file an additional amendment,

the substance of which is incorporated

in this notice, during the notice period.

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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

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

May 11, 1998, and should be

accompanied by proof of service on

applicants, 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.

Applicants: New England Funds, L.P.,

399 Boylston Street, Boston,

Massachusetts 02116, c/o Robert E.

O’Hare, Esq.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Senior Counsel, at

(202) 942–0553, or Nadya B. Roytblat,

Assistant Director, 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 at the SEC’s

Public Reference Branch, 450 Fifth

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

(tel. (202) 942–8090).

Applicants’ Representatives

1. Each New England Fund is an

open-end management investment

company registered under the Act. New

England Funds are referred to as

‘‘Underlying Funds.’’

2. NEFM is an investment adviser

registered under the Investment

Advisers Act of 1940 (the ‘‘Advisers

Act’’). NEFM serves as adviser to the

New England Funds, except for the New

England Growth Fund, which is advised

by Capital Growth Management, L.P., an

investment adviser registered under the

Advisers Act. NEF is registered as a

broker-dealer under the Securities

Exchange Act of 1934. NEF serves as the

principal underwriter of the New

England Funds, including the New

England Growth Fund.

3. TopFund Series Trust will be

organized as a Massachusetts business

trust and registered under the Act as an

open-end management investment

company. The term ‘‘TopFund Series

Trust’’ refers to each existing and future

open-end management investment

company or any series of that company

(the ‘‘TopFunds’’) that (1) is part of the

same group of investment companies as

the Underlying Funds under section

12(d)(1)(G)(ii) of the Act and (a) is, or

will be, advised by NEFM or any entity

controlling, controlled by, or under

common control with NEFM, or (b) for

which NEF or any entity controlling,

controlled by, or under common control

with NEF, serves as principal

underwriter and (2) intends to invest

substantially all of its assets in the

Underlying Funds.1 Certain TopFunds

will invest in multiple Underlying

Funds in accordance with section

12(d)(1)(G) of the Act and other

TopFunds will invest all of their assets

in a single Underlying Fund in

accordance with section 12(d)(1)(E) of

the Act. Each TopFund and each

Underlying Fund will be a multiple

class fund in reliance on rule 18f–3

under the Act.

4. Applicants propose to enter into a

Special Servicing Agreement (the

‘‘Agreement’’), which will be among

NEFM, TopFund Series Trust, NEF,

New England Funds Trust I, New

England Funds Trust II, and New

England Funds Trust III. Under the

Agreement, the Underlying Fund will

bear the expenses of a TopFund (other

than advisory fees and rule 12b–1 fees)

in proportion to the average daily value
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