36974 Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices

with the Reorganizations, except the

normal expenses incurred for regular

annual meetings of the Piper ClosedEnd Funds, which will be borne by the

Piper Closed-End Funds.

17. The Reorganization Agreements

may be terminated prior to the Closing

upon the mutual consent of both the

respective Acquired Fund and FAIF, or

by either the respective Acquired Fund

or Acquiring Fund if its board of

directors determines that proceeding

with the Reorganization is inadvisable.

18. Registration statements on Form

N–14 (‘‘N–14 Registration Statements’’)

were filed with the SEC on behalf of

PFI, PFI–II, PGF, XUS and HLA on April

15, 1998. An N–14 Registration

Statement was filed on behalf of AGF,

AAF and OIF on May 18, 1998.

Applicants mailed a prospectus/proxy

statement to shareholders of the

Acquired Funds (except AGF, AAF and

OIF) on May 29, 1998. Applicants

expect to mail a prospectus/proxy

statement to shareholders of AGF, AAF

and OIF on or about June 30, 1998.

19. Each Reorganization is subject to

a number of conditions, including: (a)

the Acquired Fund shareholders will

have approved the Reorganization

Agreement; (b) the Acquired Fund will

have received an opinion of counsel

with respect to the federal income tax

aspects of the Reorganization; (c)

applicants will have received exemptive

relief from the SEC with respect to the

issues that are the subject of the

application; (d) the N–14 Registration

Statements will have become effective;

and (e) each Acquired Fund will have

declared a dividend and/or other

distribution in order to distribute all of

its investment company taxable income,

exempt-interest income, and realized

net capital gain, if any for the taxable

year. Applicants agree not to make any

material changes to the Reorganization

Agreements that affect the application

without prior SEC approval.

Applicants’ Legal Analysis

1. Section 17(a) of the act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of that person, acting as

principal, from selling any security to,

or purchasing any security from, the

company. Section 2(a)(3) of the Act

defines an ‘‘affiliated person’’ of another

person to include (a) any person that

directly or indirectly owns, controls, or

holds with power to vote 5% or more

of the outstanding voting securities of

the other person; (b) any person 5% or

more of whose outstanding voting

securities are directly or indirectly

owned, controlled, or held with power

to vote by the other person; (c) any

person directly or indirectly controlling,

controlled by, or under common control

with the other person; and (d) if the

other person is an investment company,

any investment adviser of that company.

2. Rule 17a–8 under the act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions set forth in the rule are

satisfied.

3. Applicants believe that they may

not rely on rule 17a–8 because the

Funds may be affiliated for reasons

other than those set forth in the rule.

The U.S. Bancorp Affiliates hold of

record more than 5% of the outstanding

shares of certain Acquiring Funds and

hold or share voting power and/or

investment discretion with respect to a

portion of those shares. In addition,

defined benefit plans to which the U.S.

Bancorp Affiliates have funding

obligations own more than 5% of

certain Acquiring Funds. The Piper

Affiliates hold of record more than 5%

of the outstanding shares of certain

Acquired Funds and hold or share

voting power and/or investment

discretion with respect to a portion of

those shares. Because of these

ownership interests, and the fact that, as

a result of the Merger, the U.S. Bancorp

Affiliates are ‘‘affiliated persons’’ of the

Acquired Funds and the Piper Affiliates

are ‘‘affiliated persons’’ of the Acquiring

Funds because they are under the

common control of U.S. Bancorp, the

Acquiring Funds may be deemed

affiliated persons of affiliated persons of

the Acquired Funds, and vice versa, for

reasons not based solely on their

common adviser. Consequently,

applicants are requesting an order

pursuant to section 17(b) of the Act

exempting them from section 17(a) to

the extent necessary to consummate the

Reorganization.

4. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of 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 registered investment

company concerned and with the

general purposes of the Act.

5. Applicants submit that the terms of

the Reorganizations satisfy the

standards set forth in section 17(b), in

that the terms are fair and reasonable

and do not involve overreaching on the

part of any person concerned.

Applicants note that the Boards,

including in each case a majority of

their disinterested directors, found that

participation in a Reorganization is in

the best interests of each Acquired Fund

and its corresponding Acquiring fund,

and the intersts of existing shareholders

of the Funds will not be diluted as a

result of the Reorganizations.

Applicants also note that the exchange

of the Acquired Funds shares for the

Acquiring Funds’ shares will be based

on the Funds’ relative net asset values.

For the SEC, by the Division of Investment

Manangement, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–18005 Filed 7–7–98; 8:45 am]

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Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (International FiberCom,

Inc., Common Stock, No Par Value;

Common Stock Purchase Warrant) File

No. 1–13278

July 1, 1998.

Internation FiberCom, 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 securities

(‘‘Securities’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities from

listing and registration include the

following:

The Securities have been listed for

trading on the Nasdaq SmallCap Market,

the BSE, and the Philadelphia Stock

Exchange, Inc. (‘‘PHLX’’).

On June 8, 1998, the Company

provided the BSE with certified

resolutions of the Board of Directors

authorizing the withdrawal of its

Securities from listing on the BSE and

also provided detailed reasons for such

proposed withdrawal, and the facts in

support thereof. In deciding to

withdraw its Securities from listing on

the BSE, the Company considered the

direct and indirect costs and expenses

attendant to maintaining multiple

listing of its Securities on the Nasdaq

SmallCap Market, the BSE, and the

PHLX. Due to the low level of trading

volume on the BSE and the recent
Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices 36975

changes to Section 18 of the Securities

Act of 1933, as amended, under the

National Securities Market

Improvement Act of 1996, the Company

does not see any particular advantage in

the trading of its Securities on the BSE.

The Company also believes that the

trading of its Securities on multiple

exchanges may fragment the market for

its Securities.

The Exchange has informed the

Company that is has no objection to the

withdrawal of the Company’s Securities

from listing on the BSE.

By reason of Section 12 of the Act and

the rules and regulations thereunder,

the Company shall continue to be

obligated to file reports under Section

13 of the Act.

Any interest person may, on or before

July 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. 98–18054 Filed 7–7–98; 8:45 am]

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Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Met-Pro Corporation,

Common Stock, $.10 Par Value) File

No. 1–7763

July 1, 1998.

Met-Pro 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

American Stock Exchange, Inc.

(‘‘Amex’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security of Met-Pro Corporation

(‘‘Company’’) has been listed for trading

on the Amex and, pursuant to a

Registration Statement on Form 8–A

which became effective on June 18,

1998, the New York Stock Exchange,

Inc. (‘‘NYSE’’). Trading in the

Company’s Security on the NYSE

commenced at the opening of business

on June 18, 1998, and concurrently

therewith such Security was suspended

from trading on the Amex.

The Company has complied with Rule

18 of the Amex by filing with such

Exchange a certified copy of the

resolutions adopted by the Company’s

Board of Directors authorizing the

withdrawal of its Security from listing

on the Amex and by setting forth in

detail to such Exchange the reasons for

such proposed withdrawal, and the facts

in support thereof. In deciding to

withdraw its security from listing on the

Amex, the Company determined that,

due to the potential increase in liquidity

and visibility, it is in the best interests

of the Company to list the Security for

trading on the NYSE.

By letter dated June 10, 1998, the

Exchange informed the Company that it

had no objection to the withdrawal of

the Company’s Security from listing on

the Amex.

By reason of Section 12 of the Act and

the rules and regulations thereunder,

the Company shall continue to be

obligated to file reports under Section

13 of the Act with the Commission and

the NYSE.

Any interested person may, on or

before July 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. 98–18055 Filed 7–7–98; 8:45 am]

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[Investment Company Act Release No.

23297, 812–11036]

SR&F Base Trust, et al.; Notice of

Application

July 1, 1998.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application under

section 17(b) of the Investment

Company Act of 1940 (the ‘‘Act’’) for an

exemption from section 17(a) of the Act.

SUMMARY OF APPLICATION: SR&F Base

Trust (‘‘Base Trust’’) and Stein Roe

Investment Trust (‘‘Investment Trust’’)

(collectively the ‘‘Trusts’’), on behalf of

their respective series SR&F Special

Venture Portfolio (the ‘‘Portfolio’’) and

Stein Roe Special Venture Fund

(‘‘Special Venture Fund’’), seek an order

to permit an in-kind redemption of

shares of Special Venture Fund held by

an affiliated person of Special Venture

Fund, and a corresponding in-kind

redemption of shares of the Portfolio

held by Special Venture Fund.

APPLICANTS: Base Trust and Investment

Trust.

FILING DATES: The application was filed

on February 27, 1998 and amended on

June 11, 1998.

HEARING OF NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on July 27, 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 Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW, Washington, DC

20549, Applicants, c/o Kervin M.

Carome, General Counsel, Stein Roe &

Farnham Incorporated, One South

Wacker Drive, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT:

John K. Forst, Attorney Advisory, at

(202) 942–0569, or George J. Zornada,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Officer of Investment Company

Regulation).