Federal Register / Vol. 63, No. 104 / Monday, June 1, 1998 / Notices 29769

as principal, knowingly to sell any

security to the company. Section 2(a)(3)

of the Act defines ‘‘affiliated person’’ of

another person to include: (a) Any

person directly or indirectly owning,

controlling, or holding with power to

vote 5% or more of the outstanding

voting securities of the other person, (b)

any person directly or indirectly

controlling, controlled by, or under

common control with the other person,

or (c) if the other person is an

investment company, any investment

adviser of that person.

2. The Trust and the Global Fund are

controlled by Old Mutual and share a

common investment adviser. Thus, the

Trust and the Global Fund are affiliated

persons within the meaning of section

2(a)(3) of the Act, and the sale of the

DataTec Shares by the Global Fund to

the Trust is prohibited by section 17(a)

of the Act.

3. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the prohibitions of section 17(a) if

the terms of the proposed transaction,

including the consideration to be paid,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, and that the

proposed transaction is consistent with

the policy of the registered investment

company concerned and with the

general purposes of the Act.

4. Applicants submit that the

requested relief meets the standards set

forth in section 17(b). Applicants state

that, while the Adviser utilizes analysts

employed by Old Mutual, the decision

to purchase the DataTec Shares was an

independent decision made by the

Adviser solely in the interests of the

Trust and was not improperly

influenced by Old Mutual or its

personnel. Applicants further state that

the board of trustees of the Trust,

including a majority of the trustees who

are not interested persons of the Trust

(the ‘‘Board’’), approved the Trust’s

purchase of the DataTec Shares. In

evaluating the terms of the proposed

transaction, the Board considered the

fact that the Trust Purchase Price will

include reimbursement of the carrying

costs.

5. Applicants state that the

transaction will comply with the

requirements of rule 17a–7 under the

Act, except that (i) the Trust Purchase

Price will be below the current market

price, and (ii) the Trust and the Global

Fund are affiliated persons by reason

other than having a common investment

adviser, common directors, and/or

officers. Applicants further represent

that the Trust will not purchase the

DataTec Shares if on the Trust Purchase

Date the market price of the DataTec

Shares falls below the Trust Purchase

Price. Thus, applicants believe that the

terms of the proposed transaction,

including the consideration to be paid,

are fair and reasonable.

6. Applicants believe that the

transaction does not involve

overreaching on the part of any person

concerned. Applicants state that,

although under section 2(a)(9) of the

Act, the Old Mutual Group

presumptively controls DataTec through

ownership of 28.34% of DataTec’s

voting securities, the Old Mutual Group

does not exercise any control over the

management or day-to-day operations of

DataTec. Applicants state that Old

Mutual Group’s holdings in DataTec

include approximately 6.0% of the total

outstanding shares of DataTec held by

accounts managed by Old Mutual for

external clients, such as pension funds

for charitable organizations and publicly

traded companies. Old Mutual seeks

instructions from these external clients

regarding the voting of DataTec shares

on non-routine matters, including the

election of directors other than the

nominees of DataTec management.

7. Applicants represent that the Old

Mutual Group holds DataTec shares for

investment purposes as a passive

investor. None of the officers or

directors of DataTec are officers or

directors of any entity within the Old

Mutual Group; the Old Mutual Group

has never sought to elect its nominees

to the board of directors of DataTec and

has always either abstained from voting

or voted for the nominees of DataTec

management. Applicants state that,

according to independent research

reports, the directors of DataTec own

approximately 24.70% of DataTec’s

ordinary shares and are the controlling

shareholders of DataTec.

8. Applicants further represent that,

other than the ownership of the DataTec

ordinary shares, the Old Mutual Group

does not have any ownership,

investment or lending relationship with

DataTec. Finally, applicants represent

that the Old Mutual Group has no

ownership, investment or lending

relationship with Logical Networks or

Blue Sky.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–14404 Filed 5–29–98; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Revocation of License of Small

Business Investment Company

Pursuant to the authority granted to

the United States Small Business

Administration by the Final Order of the

United States District Court for the

Central District of California dated April

21st, 1993, and filed April 23, 1993, the

United States Small Business

Administration hereby revokes the

license of Business Equity &

Development Corporation, a California

corporation, to function as a small

business investment company under

Small Business Investment Company

License No. 09/12–5151 issued to

Business Equity & Development

Corporation on March 19, 1970 and said

license is hereby declared null and void

as of April 23, 1993.

Dated: May 20, 1998.

Small Business Administration.

Harry E. Haskins,

Acting Associate Administrator for

Investment.

[FR Doc. 98–14328 Filed 5–29–98; 8:45 am]

BILLING CODE 8025–01–P

SMALL BUSINESS ADMINISTRATION

Revocation of License of Small

Business Investment Company

Pursuant to the authority granted to

the United States Small Business

Administration by the Final Order of the

United States District Court for the

Middle District of Louisiana dated April

5, 1995, the United States Small

Business Administration hereby revokes

the license of First Southern Capital

Corporation, a Louisiana corporation, to

function as a small business investment

company under Small Business

Investment Company License No. 01/

12–0023 issued to First Southern

Capital Corporation on May 11, 1961

and said license is hereby declared null

and void as of April 5, 1995.

Dated: May 20, 1998.

Small Business Administration.

Harry E. Haskins,

Acting Associate Administrator for

Investment.

[FR Doc. 98–14329 Filed 5–29–98; 8:45 am]

BILLING CODE 8025–01–P

SMALL BUSINESS ADMINISTRATION

Revocation of License of Small

Business Investment Company

Pursuant to the authority granted to

the United States Small Business

Administration by the Final Order of the

United States District Court for the

Eastern District of New York dated July

22, 1993, the United States Small

Business Administration hereby revokes

the license of ODA Capital Corporation,

a New York corporation, to function as