Federal Register / Vol. 63, No. 109 / Monday, June 8, 1998 / Notices 31243

1All existing investment companies that

currently intend to rely on the order have been

named as applicants, and any other existing or

future registered management investment

companies that subsequently rely on the order will

comply with the terms and conditions in the

application.

1940 Act requiring voting by

shareholders (for these purposes, the

persons having a voting interest in the

shares of the Insurance Products Funds).

In particular, each such Insurance

Products Fund either will provide for

annual shareholder meetings (except

insofar as the Commission may interpret

Section 16 of the 1940 Act not to require

such meetings) or comply with Section

16(c) of the 1940 Act (although none of

the Insurance Products Funds shall be

one of the trusts described in Section

16(c) of the 1940 Act), as well as with

Section 16(a) of the 1940 Act and, if and

when applicable, Section 16(b) of the

1940 Act. Further, each Insurance

Products Fund will act in accordance

with the Commission’s interpretation of

the requirements of Section 16(a) with

respect to periodic elections of Board

members and with whatever rules the

Commission may promulgate with

respect thereto.

11. If and to the extent that Rule 6e–

2 or Rule 6e–3(T) under the 1940 Act is

amended, or Rule 6e–3 under the 1940

Act is adopted, to provide exemptive

relief from any provision of the 1940

Act, or the rules promulgated

thereunder, with respect to mixed or

shared funding, on terms and conditions

materially different from any

exemptions granted in the order

requested in the application, then the

Insurance Products Funds and/or the

Participants, as appropriate, shall take

such steps as may be necessary to

comply with Rule 6e–2 or Rule 6e–3(T),

as amended, or proposed Rule 6e–3 as

adopted, to the extent such Rules are

applicable.

12. The Participants, at least annually,

shall submit to each Board such reports,

materials or data as each Board may

reasonably request so that such Boards

may fully carry out the obligations

imposed upon them by the conditions

stated in the application. Such reports,

materials and data shall be submitted

more frequently if deemed appropriate

by the Boards. The obligations of the

Participants to provide these reports,

materials and data upon reasonable

request of a Board shall be a contractual

obligation of all Participants under the

agreements governing their participation

in the Insurance Products Funds.

13. If a Qualified Plan or Plan

participant shareholder should become

a owner of 10% or more of the assets of

an Insurance Products Fund, such Plan

will execute a participation agreement

with such fund which includes the

conditions set forth herein to the extent

applicable. A Qualified Plan or Plan

participant will execute an application

containing an acknowledgment of this

condition upon such Plan’s initial

purchase of the shares of any Insurance

Products Fund.

Conclusion

For the reasons summarized above,

Applicants assert that the requested

exemptions are appropriate in the

public interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15077 Filed 6–5–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC—23232; 812–10926]

Janus Investment Fund, et al.; Notice

of Application

June 1, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (the ‘‘Act’’) under Section

12(d)(1)(J) of the Act for an exemption

from Sections 12(d)(1)(A) and (B) of the

Act, under Sections 6(c) and 17(b) of the

Act for an exemption from Sections

17(a) of the Act, and under Section

17(d) of the Act and Rule 17d–1 under

the Act to permit certain joint

transactions.

SUMMARY OF APPLICATION: The requested

order would supersede an existing order

to permit certain registered management

investment companies to invest excess

cash in affiliated money market funds in

excess of the limits of sections

12(d)(1)(A) and (B) of the Act.

APPLICANTS: Janus Investment Fund and

Janus Aspen Series (each a ‘‘Trust’’),

Janus Capital Corporation (‘‘Janus

Capital’’), and any other registered

management investment companies

advised by Janus Capital or an entity

controlling, controlled by, or under

common control with Janus Capital

(‘‘Future Funds’’).1

FILING DATES: The application was filed

on July 2, 1997, and amended on

December 31, 1997, and on April 27,

1998.

HEARING OR NOTIFICATION OF HEARING: An

order granting the requested relief 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

June 25, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, DC 20549.

Applicants, Janus Capital Corporation,

100 Fillmore Street, Denver, CO 80206–

4923.

FOR FURTHER INFORMATION CONTACT:

Lisa McCrea, Attorney Adviser, (202)

942–0562 or Nadya B. Roytblat,

Assistant Director, at (202) 942–0564

(Office of Investment Company

Regulation, Division of Investment

Management).

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 5th Street,

N.W., Washington, DC, 20549 (tel. 202–

942–8090).

Applicants’ Representations

1. Janus Investment Fund and Janus

Aspen Series are open-end management

investment companies registered under

the Act. Janus Investment Fund and

Janus Aspen series currently offer

nineteen and twelve series (together

with Future Funds the ‘‘Funds’’),

respectively, three and one of which,

respectively, are subject to the

requirements of rule 2a–7 under the Act

(‘‘Money Market Funds’’). Janus Capital

serves as investment adviser to each

Fund, and is registered as an investment

adviser under the investment Advisers

Act of 1940.

2. The Funds have cash reserves that

have not been invested in portfolio

securities (‘‘Uninvested Cash’’),

including dividend payments, interest

received on portfolio securities,

unsettled securities transactions,

strategic reserves, matured investments,

proceeds from liquidation of portfolio

securities, or new investor capital. An

existing order permits the Funds

(‘‘Investing Funds’’) to invest their

Uninvested Cash in the Money Market

Funds so long as each Fund’s aggregate
31244 Federal Register / Vol. 63, No. 109 / Monday, June 8, 1998 / Notices

2 Janus Investment Fund, et al., Investment

Company Act Release Nos. 21042 (May 4, 1995)

(notice) and 21103 (May 31, 1995) (order).

3 Janus Investment Fund, et al., Investment

Company Act Release Nos. 22922 (Dec. 2, 1997)

(notice) and 22983 (Dec. 30, 1997) (order)

(‘‘Interfund Lending Order’’).

investment in the Money Market Funds

does not exceed the greater of 5% of the

Investing Fund’s total net assets or $2.5

million (the ‘‘Cash Sweep Order’’).2

3. Applicants request an order that

would supersede the Cash Sweep Order

to permit the Investing Funds to use

Uninvested Cash to purchase shares of

the Money Market Funds, and the

Money Market Funds to sell shares to

and redeem shares from an Investing

Fund, so long as an Investing Fund’s

aggregate investment in the Money

Market Funds does not exceed 25% of

the Investing Fund’s total assets at any

time. The Funds, including the Money

Market Funds, also may participate in

an interfund lending and borrowing

facility.

4. Applicants believe that increasing

the Funds’ ability to invest Uninvested

Cash in Money Market Funds will

maximize the benefits to the Investing

Funds sought under the Cash Sweep

Order. These benefits include reduced

transaction costs, increased liquidity,

greater returns on Uninvested Cash, and

further diversification. Applicants state

that the proposed transactions would be

consistent with the investment

restrictions and policies disclosed in the

Funds’ registration statements.

Applicants’ Legal Analysis

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

provides that no registered investment

company may acquire securities of

another investment company if the

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if the

securities, together with the securities of

other acquired investment companies,

represent more than 10% of the

acquiring company’s total assets.

Section 12(d)(1)(B) of the Act provides

that no registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

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

provides that the SEC may exempt any

persons or transactions from any

provision of section 12(d)(1) if the

exemption is consistent with the public

interest and the protection of investors.

3. Applicants’ request would permit

the Investing Funds to use Uninvested

Cash to acquire shares of Money Market

Funds in excess of the percentage

limitations in section 12(d)(1)(A), so

long as no Investing Fund will have

more than an aggregate of 25% of its

total assets invested in all Money

Market Funds at any time. Applicants’

request also would permit Money

Market Funds to sell their securities to

Investing Funds in excess of the

percentage limitations set out in section

12(d)(1)(B). Applicants represent that no

Money Market Fund will acquire

securities of any other investment

company in excess of the limitations in

section 12(d)(1)(A), except as permitted

by the SEC order permitting the Funds

to participate in an interfund lending

and borrowing facility (’’Interfund

Lending Order’’).3

4. Applicants submit that the

proposed transactions do not involve

the perceived abuses that section

12(d)(1) was intended to prevent.

Applicants submit that the proposed

transactions will not result in

inappropriate layering of fees because

no sales charge, contingent deferred

sales charge, distribution fee under rule

12b–1 under the Act, or service fee will

be charged in connection with the

purchase of Money Market Fund shares

with Uninvested Cash. Applicants state

that Janus Capital currently intends to

credit to the Investing Fund, or waive,

the investment advisory fees that it

earns as a result of the Investing Fund’s

investment in the Money Market Funds.

5. Section 17(a) of the Act makes it

unlawful for any affiliated person of a

registered investment company, acting

as principal, to sell or purchase any

security to or from the company.

Section 2(a)(3) of the Act defines an

affiliated person of an investment

company to include any investment

adviser of the investment company and

any person controlling, controlled by, or

under common control with, the

investment adviser. Applicants state

that under section 2(a)(3) of the Act, the

Funds may be deemed to be under

common control, and thus affiliated

persons of one another. As a result,

section 17(a) would prohibit the sale of

shares of a Money Market Fund to an

Investing Fund and the redemption of

the shares from the Investing Fund.

6. Section 17(b) of the Act authorizes

the SEC to exempt a transaction from

section 17(a) if the terms of the

proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned, and the proposed

transaction is consistent with the policy

of each investment company concerned

and the general purposes of the Act.

7. Section 6(c) of the Act permits the

SEC to exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that the

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.

8. Applicants submit that the request

for relief satisfies the standards of

section 17(b) and 6(c). Applicants state

that the proposed transactions are

reasonable and fair and would not

involve overreaching because the

Investing Funds would retain their

ability to invest their Uninvested cash

directly in money market instruments in

accordance with their investment

objectives and policies, if a higher

return can be obtained or for any other

reason. Applicants also assert that each

Money Market Fund may discontinue

selling its shares to any of the Investing

Funds if the board of trustees of the

Money Market Fund determines that the

sale would adversely affect the Money

Market Fund’s portfolio management

and operations. Applicants also note

that shares of the Money Market Funds

will be purchased and redeemed by the

Investing Funds at net asset value,

which is the same consideration paid

and received for these shares by any

other shareholder.

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

17d–1 under the Act prohibit an

affiliated person of a registered

investment company, acting as

principal, from participating in any joint

arrangement with the investment

company unless the SEC has issued an

order authorizing the arrangement.

Applicants state that each Investing

Fund, by purchasing shares of the

Money Market Funds, Janus Capital, by

managing the assets of the Investing

Fund invested in the Money Market

Funds, and each Money Market Fund,

by selling shares to each Investing Fund,

could be deemed to be participants in a

joint arrangement.

10. In determining whether to grant

an exemption under rule 17d–1, the SEC

considers whether the investment

company’s participation in the joint

enterprise is consistent with the

provisions, policies, and purposes of the

Act, and the extent to which that

participation is on a basis different

from, or less advantageous than, that of

other participants. Applicants assert

that the investment by the Investing

Funds in shares of the Money Market
Federal Register / Vol. 63, No. 109 / Monday, June 8, 1998 / Notices 31245

Funds would be on the same basis and

consistent with the purposes of the Act.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Shares of the Money Market Funds

sold to and redeemed from the Investing

Funds will not be subject to a sales load,

redemption fee, distribution fee under a

plan adopted in accordance with rule

12b–1, or service fee (as defined in

section 2830(b)(9) of the NASD Rules of

Conduct).

2. If Janus Capital collects from the

Money Market Funds a fee for acting as

investment adviser with respect to

assets invested by the Investing Funds,

before the next meeting of the board of

trustees of an Investing Fund (‘‘Board’’)

that invests in the Money Market Funds

is held for the purpose of voting upon

an investment advisory contract of the

Investing Fund under section 15 of the

Act, Janus Capital will provide the

Board with specific information

regarding the approximate cost to Janus

Capital for, or the portion of the

investment advisory fee under, the

existing investment advisory agreement

attributable to managing the assets of

the Investing Fund that can be invested

in such Money Market Funds. Before

approving any investment advisory

contract under section 15 of the Act, the

Board of the Investing Fund, including

a majority of the trustees who are not

‘‘interested persons’’ as defined in

section 2(a)(19) of the Act, shall

consider to what extent, if any, the

investment advisory fees charged to the

Investing Fund by Janus Capital should

be reduced to account for the

investment advisory fees indirectly paid

by the Investing Fund because of the

investment advisory fee paid by the

Money Market Fund to Janus Capital.

The minute books of the Investing Fund

will record fully the Board’s

consideration in approving the

investment advisory contract, including

the consideration relating to fees

referred to above.

3. Each of the Investing Funds will

invest Uninvested Cash in, and hold

shares of, the Money Market Funds only

to the extent that the Investing Fund’s

aggregate investment in the Money

Market Funds does not exceed 25% of

the Investing Fund’s total assets. For

purposes of this limitation, each

Investing Fund will be treated as a

separate investment company.

4. Investment in shares of the Money

Market Funds will be in accordance

with each Investing Fund’s investment

restrictions and policies as set forth in

its prospectus and statement of

additional information.

5. No Money Market Fund shall

acquire securities of any other

investment company in excess of the

limits contained in section 12(d)(1)(A)

of the Act, except as permitted by the

Interfund Lending Order.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15076 Filed 6–5–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (The Parts Source, Inc.,

Common Stock, $.001 Par Value) File

No. 1–14308

June 1, 1998.

The Parts Source, Inc. (‘‘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

Boston Stock Exchange, Inc. (‘‘BSE’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security has been listed for

trading on the BSE and the Nasdaq

Stock Market (‘‘Nasdaq’’) pursuant to a

Registration Statement on Form 8–A

which became effective April 8, 1996.

The Company has complied with the

BSE rules by filing with the Exchange a

certified copy of a resolution adopted by

the Company’s Board of Directors

authorizing the withdrawal of the

Security from listing and registration on

the BSE and by setting forth in detail to

the Exchange the reasons and facts

supporting the withdrawal.

In making the decision to withdraw

its Security from listing and registration

on the BSE, the Company considered

primarily the direct and indirect costs

and expenses attendant on maintaining

the listing of its Security on the BSE.

The Company does not see any

particular advantage in the dual trading

of its Security.

By letter dated May 12, 1998, the BSE

informed the Company that it had no

objection to the withdrawal of the

Company’s Security from listing and

registration on the BSE.

By reason of Section 12(g) of the Act

and the rules and regulations

thereunder, the Company shall continue

to be obligated to file reports with the

Commission under Section 13 of the

Act.

Any interested person may, on or

before June 22, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW, Washington, DC 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

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. 98–15074 Filed 6–5–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–23234; File No. 812–11010]

Security Life of Denver Insurance

Company, et al.; Notice of Application

June 1, 1998.

AGENCY: Securities and Exchange

Commission (the ‘‘Commission’’).

ACTION: Notice of Application for an

order pursuant to Sections 17(b) and

26(b) of the Investment Company Act of

1940 (‘‘1940 Act’’).

SUMMARY OF APPLICATION: Applicants

seek an order approving the substitution

of shares of the Limited Maturity Bond

Portfolio (‘‘Limited Maturity Bond

Portfolio’’) of Neuberger & Berman

Advisers Management Trust (the

‘‘Trust’’) for shares of the Government

Income Portfolio (‘‘Government Income

Portfolio’’) of the Trust (Limited

Maturity Bond Portfolio and

Government Income Portfolio, the

‘‘Portfolios’’). Thereafter, the Limited

Maturity Bond Portfolio together with

certain other series of the Trust, as well

as other investment options will

continue to serve as the eligible funding

vehicles under group and individual

flexible premium deferred combination

variable annuity contracts and

individual flexible premium variable

universal life insurance policies

(collectively, ‘‘Contracts’’) offered by