30786 Federal Register / Vol. 63, No. 108 / Friday, June 5, 1998 / Notices

Title and Purpose of information

collection: Statement Regarding

Contributions and Support of Children,

Proposed RRB Form G–139.

Section 2(d)(4) of the Railroad

Retirement Act (RRA), provides, in part,

that a child is deemed dependent if the

conditions set forth in Section 202(d)

(3), (4) and (9) of the Social Security Act

are met. In accordance with

amendments to the Social Security Act

(section 104 of Public Law 104–21) the

RRB amended its regulations to

eliminate the ‘‘living-with’’ requirement

(as an alternative to actual dependency)

as a basis for eligibility for an annuity

as the stepchild of a railroad employee,

and also to provide for the termination

of the inclusion of a stepchild in the

computation of the social security

overall minimum guarantee provision

when the stepparent’s marriage to the

natural parent is terminated.

The regulations outlining child

support and dependency requirements

are prescribed in 20 CFR 222.50.

Prior to the amendments to the Social

Security Act, almost all child

dependency determinations were

‘‘deemed’’ based on a child living with

the railroad employee. To determine

entitlement based on actual

dependency, the RRB must solicit

financial information regarding a child’s

means of support. A comparison is then

made between the amount of support

received from the railroad employee and

the amount received from other sources.

The RRB proposes to use Form G–139,

Statement Regarding Contributions and

Support of Children, to collect

information needed to adequately

determine if the child meets the

dependency requirement.

Completion will be required to obtain

a benefit. One response is required of

each respondent.

The RRB estimates that 1,000 Form

G–139’s will be completed annually.

The completion time is estimated at 15

minutes.

ADDITIONAL INFORMATION OR COMMENTS:

To request more information or to

obtain a copy of the information

collection justification, forms, and/or

supporting material, please call the RRB

Clearance Officer at (312) 751–3363.

Comments regarding the information

collection should be addressed to

Ronald J. Hodapp, Railroad Retirement

Board, 844 N. Rush Street, Chicago,

Illinois 60611–2092. Written comments

should be received within 60 days of

this notice.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 98–14897 Filed 6–4–98; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23230; 812–11156]

The Asia Tigers Fund, Inc., et al.:

Notice of Application

June 1, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of an application under

section 6(c) of the Investment Company

Act of 1940 (‘‘Act’’) for an exemption

from section 15(a) of the Act.

SUMMARY OF THE APPLICATION: The

requested order would permit the

implementation, without prior

shareholder approval, of a new

investment advisory agreement in

connection with the sale of Barclays

Global Investors Hong Kong Limited

(‘‘BGIHK’’) to AXA Investment

Managers SA (‘‘AIM’’). The order would

cover a period of up to 120 days

following the later of: (i) the date on

which the sale is consummated, or (ii)

the date on which the requested order

is issued (but in no event later than

October 1, 1998) (‘‘Interim Period’’). The

order also would permit, following

shareholder approval, the payment to

AXA Asset Management Partenaires

(‘‘AAM–P’’) of all fees it earns under the

new investment advisory agreement

during the Interim Period.

APPLICANTS: The Asia Tigers Fund, Inc.

(‘‘Fund’’), AAM–P, and Barclays Bank

PLC (‘‘Barclays’’).

FILING DATES: The application was filed

on May 29, 1998. Applicants have

agreed to file an amendment, the

substance of which is included 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 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

June 23, 1998, 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 by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants: Fund, CIBC Oppenheimer

Tower, 31st Floor, One World Financial

Center, 200 Liberty Street, New York,

NY 10281; AAM–P, 46 Avenue de la

Grande Armee, 75017 Paris, France; and

Barclays, c/o Barclays Global Investors,

N.A., 45 Freemont Street, San Francisco,

CA 94105.

FOR FURTHER INFORMATION CONTACT:

Rachel H. Graham, Senior Counsel,

(202) 942–0583, or Nadya B. Roytblat,

Assistant Director, (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, 450 Fifth

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

(telephone (202) 942–8090).

Applicants’ Representations

1. The Fund is a Maryland

corporation that is registered under the

Act as a non-diversified, closed-end

management investment company.

2. Barclays Global Investors

International, Inc. (‘‘BGII’’), an

investment adviser registered under the

Investment Advisers Act of 1940, serves

as an investment adviser to the Fund

pursuant to an investment advisory

contract (‘‘Current Agreement’’). BGII is

a wholly-owned subsidiary of Barclays

USA, Inc., which in turn is a whollyowned subsidiary of Barclays. BGII

provides advisory services to the Fund

through persons based in Hong Kong

who are associated both with BGII and

with BGIHK, which is also a subsidiary

of Barclays (‘‘BGIHK Personnel’’).

3. On May 12, 1998, Barclays and

AIM entered into an agreement pursuant

to which Barclays will sell BGIHK to

AIM (‘‘Transaction’’). Upon

consummation of the Transaction,

BGIHK will be renamed ‘‘AXA

Investment Managers Hong Kong

Limited,’’ and the BGIHK Personnel will

become associated with AAM–P. AAM–

P is a wholly-owned subsidiary of AIM,

which in turn is the global investment

arm of AXA Group. AAM–P will be

providing investment advisory services

to the Fund pursuant to a new

investment advisory contract (‘‘New

Agreement’’). Applicants expect

consummation of the Transaction

during the first week of June, 1998.

4. Applicants believe that the

Transaction will result in a transfer of

the Current Agreement from Barclays

and its affiliates to AIM and its affiliates

and, therefore, that there could be an

assignment, and thus automatic

termination, of the Current Agreement.

Applicants request an exemption to

permit (i) the implementation, during

the Interim Period and prior to
Federal Register / Vol. 63, No. 108 / Friday, June 5, 1998 / Notices 30787

1 If the Transaction is consummated prior to

receipt of the requested exemptive order, AAM–P

will be paid no more than its actual out-of-pocket

costs for providing advisory services to the fund

until the order is received or the shareholder vote

occurs, whichever is first.

obtaining shareholder approval, of the

New Agreement, and (ii0 AAM–P to

receive all fees that it earns under the

New Agreement during the Interim

Period, upon approval of the New

Agreement by the Fund’s shareholders.1

The requested exemption would cover

the Interim Period, which would begin

on the later of (i) the date on which the

Transaction is consummated or (ii) the

date on which the requested order is

issued, and would continue through the

earlier of (i) 120 days or (ii) the date on

which the New Agreement is approved

or disapproved by the Fund’s

shareholders (but in no event later than

October 1, 1998). Applicants state that

the terms and conditions of the New

Agreement will be substantially

identical to those of the Current

Agreement, except for the parties, dates

of commencement and termination, and

the escrow provision described below.

5. On May 20, 1998, the Fund’s Board

of Directors (‘‘Board’’) met in person to

evaluate whether the terms of the New

Agreement are in the best interests of

the Fund and its shareholders. At that

meeting, the Board, including a majority

of the members who are not ‘‘interested

persons’’ of the Fund, as that term is

defined in section 2(a)(19) of the Act

(‘‘Independent Directors’’), approved the

New Agreement and voted to

recommend that the Fund’s

shareholders approve the New

Agreement. Proxy materials for the

shareholders meeting will be mailed in

June, 1998.

6. Fees earned by AAM–P under the

New Agreement during the Interim

Period will be maintained in an interestbearing escrow account with an

unaffiliated financial institution. The

escrow agent will release the amounts

held in the escrow account (including

any interest earned): (i) to AADM–P

upon approval of the New Agreement by

the Fund’s shareholders; or (ii) to the

Fund, if the Interim Period has ended

and the Fund’s shareholders have not

approved the New Agreement. Before

any such release is made, the Board,

including the Independent Directors,

will be notified.

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides,

in relevant part, that it is unlawful for

any person to serve as an investment

adviser to a registered investment

company, except pursuant to a written

contract that has been approved by the

vote of a majority of the outstanding

voting securities of the investment

company. Section 15(a) further requires

the written contract to provide for its

automatic termination in the event of its

assignment. Section 2(a)(4) of the Act

defines ‘‘assignment’’ to include any

direct or indirect transfer of a contract

by the assignor.

2. Applicants state that the

Transaction will result in a transfer of

the Current Agreement from Barclays

and its affiliates to AIM and its

affiliates. Applicants believe, therefore,

that the Transaction could be deemed to

result in an assignment of the Current

Agreement and that the Current

Agreement will terminate according to

its terms.

3. Rule 15a–4 under the Act provides,

in relevant part, that if an investment

advisory contract with a registered

investment company is terminated by

an assignment, the adviser may

continue to serve for 120 days under a

written contract that has not been

approved by the company’s

shareholders, provided that: (i) the new

contract is approved by that company’s

board of directors (including a majority

of the non-interested directors); (ii) the

compensation to be paid under the new

contract does not exceed the

compensation that would have been

paid under the contract most recently

approved by the company’s

shareholders; and (iii) neither the

adviser nor any controlling person of

the adviser ‘‘directly or indirectly

receives money or other benefit’’ in

connection with the assignment.

Applicants state that they may not be

entitled to rely on rule 15a–4 because

AIM may be deemed to receive a benefit

in connection with the Transaction.

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

the SEC may exempt any person,

security, or transaction from any

provision of the Act or any rule

thereunder to the extent that such

exemption is necessary or appropriate

in the public interest and consistent

with both the protection of investors

and the purposes fairly intended by the

policy and provisions of the Act.

Applicants believe that the requested

relief meets this standard.

5. Applicants state that the form and

timing of the Transaction were

determined in response to a number of

business factors primarily unrelated to

the Fund. Applicants assert that there is

insufficient time to obtain shareholder

approval of the New Agreement before

the Transaction is consummated.

Applicants further assert that the

requested relief would prevent any

disruption in the delivery of investment

advisory services to the Fund during the

Interim Period.

6. Applicants represent that, under

the New Agreement during the Interim

Period, the Fund will receive the same

scope and quality of services provided

by essentially the same investment

management personnel as it receives

under the Current Agreement.

Applicants state that, in the event of any

material change in personnel providing

material services pursuant to the New

Agreement, AAM–P will apprise and

consult with the Board to assure that the

Board, including a majority of the

Independent Directors, are satisfied that

the services provided by AAM–P will

not be diminished in scope and quality.

7. Applicants note that the fees

payable to AAM–P under the New

Agreement during the Interim Period

will be at the same rate as the fees

currently payable under the Current

Agreement and that the Current

Agreement has been approved by the

Board, including a majority of the

Independent Directors, and by the

Fund’s shareholders.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. The New Agreement will have

substantially identical terms and

conditions as the Current Agreement

except for the parties, dates of

commencement and termination, and

the escrow provision.

2. Fees earned by AAM–P during the

Interim Period in accordance with the

New Agreement will be maintained in

an interest-bearing escrow account with

an unaffiliated bank, and amounts in

such account (including interest earned

on such paid fees) will be paid: (i) to

AAM–P upon approval of the New

Agreement by the Fund’s shareholders,

or (ii) to the Fund, in the absence of

such approval.

3. The Fund will hold a meeting of its

shareholders to vote on approval of the

New Agreement on or before the 120th

day following consummation of the

Transaction (but in no event later than

October 1, 1998).

4. AAM–P or its affiliates, but not the

Fund, will pay the costs of preparing

and filing the application and the costs

relating to the solicitation of

shareholder approval of the New

Agreement. If such solicitation occurs in

conjunction with the Fund’s annual

shareholders meeting at which other

matters also are considered, a portion of

the costs associated with those other

matters may be allocated to the Fund.

5. AAM–P will take all appropriate

steps so that the scope and quality of
30788 Federal Register / Vol. 63, No. 108 / Friday, June 5, 1998 / Notices

1Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the

purpose of making investments in securities

described in sections 55(a)(1) through 55(a)(3) of the

Act and makes available significant managerial

assistance with respect to the issuers of such

securities.

2Currently, there are eight Non-Employee

Directors: E. Townes Duncan, William D. Eberle,

Edward J. Mathias, Robert A. McCabe, Jr., Raymond

H. Pirtle, Jr., L. Edward Wilson, P.E., Keith M.

Thompson, and John A. Morris, Jr., M.D. However,

John A. Morris, Jr., M.D. will not participate in the

Amended Plan. Each Non-Employee Director

receives $10,000 per year if the Director attends

75% of the regular board meetings held during the

year and receives reimbursement of expenses

incurred in attending these meetings.

3Sirrom Capital Corporation, Investment

Company Act Release No. 21667 (January 11, 1996).

advisory and other services provided to

the Fund during the Interim Period will

be at least equivalent, in the judgment

of the Board, including a majority of the

Independent Directors, to the scope and

quality of services provided under the

Current Agreement. If personnel

providing material services during the

Interim Period change materially,

AAM–P will apprise and consult with

the Board to assure that the Board,

including a majority of the Independent

Directors, are satisfied that the services

provided will not be diminished in

scope or quality.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–14922 Filed 6–4–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23228; 812–10944]

Sirrom Capital Corporation; Notice of

Application

May 29, 1998.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’ or the

‘‘Commission’’).

ACTION: Notice of application for an

order under section 61(a)(3)(B) of the

Investment Company Act of 1940 (the

‘‘Act’’).

SUMMARY OF APPLICATION: Applicant,

Sirrom Capital Corporation, requests an

order approving its Amended and

Restated 1995 Stock Option Plan for

Non-Employee Directors (the ‘‘Amended

Plan’’). The requested order would

supersede and existing order.

FILING DATES: The application was filed

on December 31, 1997 and amended on

April 29, 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 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

June 23, 1998, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street, NW., Washington, DC 20549.

Applicant, 500 Church Street, Suite 200,

Nashville, Tennessee 37219.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Edward P. Macdonald,

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 is

available for a fee at the SEC’s Public

Reference Branch, 450 Fifth Street, NW.,

Washington, DC 20549 (tel. 202–942–

8090).

Applicant’s Representations

1. Applicant is a business

development company (‘‘BDC’’) within

the meaning of section 2(a)(48) of the

Act.1 Applicant is a specialty finance

company that primarily makes loans to

small businesses. Applicant’s

investment objectives are to achieve

both a high level of current income and

long-term growth in the value of its

assets. Applicant’s investment decisions

are made by a loan approval committee

comprised of senior management in

accordance with policies approved by

its board of directors (the ‘‘Board’’).

Applicant assists its portfolio

companies in establishing independent

and effective boards of directors and

management teams, devising business

strategies, obtaining necessary

financing, and increasing the value of

the companies. Applicant does not have

an external investment adviser within

the meaning of section 2(a)(20) of the

Act.

2. Applicant requests an order under

section 61(a)(3)(B) of the Act approving

the Amended Plan for directors who are

neither officers nor employees of

applicant during the two year period

preceding the date of grant of an option

(‘‘Non-Employee Directors’’).2 On

December 19, 1997, the Board adopted

the Amended Plan subject to approval

by the SEC and applicant’s

shareholders. On April 17, 1998,

applicant’s shareholders approved the

Amended Plan. The Amended Plan will

become effective on the date it is

approved by the SEC. The requested

order would supersede an existing

order.3

3. The Amended Plan provides for: (i)

An initial automatic grant of options to

purchase 12,000 shares of applicant’s

common stock to a Non-Employee

Director upon election to the Board; and

(ii) an automatic grant of options to

purchase an additional 4,000 shares of

applicant’s common stock to each NonEmployee Director re-elected to the

board in April 1997 and April 1998 and

to each Non-Employee Director who

may be re-elected to the Board in the

future (collectively, ‘‘Options’’). A total

of 492,000 shares of applicant’s

common stock is issuable under the

Amended Plan.

4. Under the terms of the Amended

Plan, the exercise price of an Option is

100% of the current market price of

applicant’s common stock on the date of

issuance of the Option. The Options

vest and become exercisable on the first

anniversary of the date of grant and

expire within ten years form the date of

grant.

5. In the event of the death or

disability of a Non-Employee Director

during the Director’s service,

unexercised Options immediately

become exercisable and may be

exercised for a period of three years

following the date of death (by the

Director’s personal representative) or

one year following the date of disability.

In the event of the termination of a NonEmployee Director for cause, any

unexercised Options terminate

immediately. If a Non-Employee

Director’s service is terminated for any

reason other than by death, disability, or

for cause, the Options may be exercised

within one year immediately following

the date of termination.

6. Applicant’s officers and employees,

including employee directors, are

eligible to receive options under

applicant’s two other stock option plans

(under which Non-Employee Directors

are not entitled to receive awards). The

total number of shares of common stock

that would be issuable under the

Amended Plan and these two other

stock option plans is 7,199,098 shares

and represents 19.4% of the total

number of shares of applicant’s

outstanding common stock as of April

23, 1998. Applicant has no warrants,

options or rights to purchase its