Federal Register / Vol. 60, No. 99 / Tuesday, May 23, 1995 / Notices 27365

maintained by Northern Life at its

administrative offices and will be

available to the SEC.

7. Northern Life states that the

Separate Account will invest only in

those management investment

companies that undertake, in the event

such company should adopt a plan

under rule 12b–1 under the Act to

finance distribution expenses, to have a

board of directors (or trustees), a

majority of whom are not ‘‘interested

persons’’ of such investment company,

formulate and approve any such plan

pursuant to rule 12b–1.

Conclusion

For the reasons set forth above,

applicants believe that the requested

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.

For the SEC, by the Division of Investment

Management, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–12598 Filed 5–22–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21079; 812–9496]

Quest for Value Distributors, et al.;

Notice of Application

May 17, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Quest for Value’s Unit

Investment Laddered Trust Series

(‘‘Quilts’’) and Quest for Value

Distributors (‘‘Quest Distributors’’ or the

‘‘Sponsor’’).

RELEVANT ACT SECTIONS: Order requested

under sections 11(a) and 11(c).

SUMMARY OF APPLICATION: Applicants

request an order to permit certain offers

of exchange between unit investment

trusts.

FILING DATES: The application was filed

on February 23, 1995, and amended on

April 12, 1995 and May 5, 1995.

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

June 12, 1995, 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 5th

Street NW, Washington, DC 20549.

Applicants: Two World Trade Center,

225 Liberty Street, New York, New York

10080–6116.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Staff Attorney (202)

942–0572, or C. David Messman, 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.

Applicants’ Representations

1. Quilts is a series of unit investment

trusts registered under the Act and is

sponsored by Quest Distributors. Quilts

consists of Quilts Monthly Income—

U.S. Treasury Series 1, Quilts Asset

Builder—U.S. Series 3, Quilts Income—

Corporate Series 1, and Quilts

Municipal Insured Series 1. Applicants

also request relief for future series of

Quilts and subsequently issued unit

investment trusts sponsored by the

Sponsor or a sponsor controlled by or

under common control with the

Sponsor and registered (or to be

registered) under the Securities Act of

1933 and the Act (collectively with

Quilts, the ‘‘Trusts’’).

2. The sales charge for initial

investment in the Trusts currently

ranges between .85% to 4.5% of the

public offering price, subject to

discounts for certain volume

transactions. Quest Distributors intends

to maintain a secondary market for the

units of each series, although it is not

obligated to do so. The sales charge

upon units sold in the secondary market

ranges from .85% to 4.5% plus net

accrued interest.

3. Applicants propose to offer an

exchange privilege to unitholders of the

Trusts at a reduced sales charge (the

‘‘Exchange Privilege’’). Unitholders

would be able to exchange any of their

units for units in one or more available

series of the Trusts (the ‘‘Exchange

Trust’’). Applicants also propose to offer

a rollover privilege to unitholders of the

Trusts at a reduced sales charge (the

‘‘Rollover Privilege’’). Unitholders

would be able to ‘‘roll over’’ their units

in a series which is terminating for units

of one or more new series of the Trusts

(the ‘‘Rollover Trust’’).

4. To exercise the Exchange or

Rollover Privilege, a unitholder must

notify the Sponsor. Exercise of the

Exchange or Rollover Privilege is subject

to the following conditions: (a) The

Sponsor must be maintaining a

secondary market in units of the Trust

held by the unitholder and units of the

Trust to be acquired in the exchange, (b)

at the time of the exchange, there must

be units of the Exchange or Rollover

Trust to be acquired available for sale,

and (c) exchanges will be in whole units

only.

5. Unitholders who wish to exchange

units under the Exchange or Rollover

Privileges within the first five months of

purchase will not be eligible for the

reduced sales charge. Such unitholders

will be charged a sales load equal to the

greater of (a) the reduced sales load or

(b) an amount which, when added to the

sales charge paid by the unitholder

upon his or her original purchase of

units of the Trusts, would equal the

sales charge applicable to the direct

purchase of the newly acquired units,

determined as of the date of exchange.

Applicants’ Legal Analysis

1. Section 11(a) requires SEC approval

of an offer to exchange securities

between open-end investment

companies if the exchange occurs on

any basis other than the relative net

asset values of the securities to be

exchanged. Section 11(c) makes section

11(a) applicable to any type of exchange

offer of securities of registered unit

investment trusts for the securities of

any other investment company,

irrespective of the basis of exchange.

2. Applicants represent that

unitholders will not be induced or

encouraged to participate in the

exchange privilege through an active

advertising or sales campaign. Quest

Distributors recognizes its responsibility

to its customers against generating

excessive commissions through

churning and asserts that the sales

charge collected will not be a significant

economic incentive to salesmen to

promote inappropriately the exchange

privilege. Applicants further believe

that the Exchange and Rollover

Privileges 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 Act.
27366 Federal Register / Vol. 60, No. 99 / Tuesday, May 23, 1995 / Notices

Applicant’s Conditions

If the requested order is granted,

applicants agree to the following

conditions:

1. The prospectus for each series and

any sales literature or advertising that

mentions the existence of the Exchange

Privilege or the Rollover Privilege will

disclose that the Exchange and the

Rollover Privilege are subject to

termination and that their terms are

subject to change.

2. Whenever the Exchange Privilege

or the Rollover Privilege is to be

terminated or its terms are to be

amended materially, any holder of a

security subject to that privilege will be

given prominent notice of the

impending termination or amendment

at least 60 days prior to the date of

termination or the effective date of the

amendment, provided that:

a. No such notice need be given if the

only material effect of an amendment is

to reduce or eliminate the sales charge

payable at the time of an exchange, to

add one or more new series eligible for

the Exchange Privilege or the Rollover

Privilege, or to delete a series which has

terminated; and

b. No notice need be given if, under

extraordinary circumstances, either

i. There is a suspension of the

redemption of units of an Exchange

Trust or a Rollover Trust under section

22(e) of the Act and the rules and

regulations thereunder, or

ii. An Exchange Trust or a Rollover

Trust temporarily delays or ceases the

sale of its units because it is unable to

invest amounts effectively in

accordance with applicable investment

objectives, policies and restrictions.

3. An investor who purchases units

under the Exchange or Rollover

Privilege will pay a lower aggregate

sales charge than that which would be

paid for the units by a new investor.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margatet H. McFarland,

Deputy Secretary.

[FR Doc. 95–12597 Filed 5–22–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21068; File No. 812–9438]

Smith Barney/Travelers Series Fund, et

al.

May 15, 1995.

AGENCY: Securities and Exchange

Commission (the ‘‘Commission’’ or the

‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘1940 Act’’).

APPLICANTS: Smith Barney/Travelers

Series Fund(‘‘SB/T Fund’’), Smith

Barney Series Fund (‘‘Series Fund’’),

and certain life insurance companies

and their separate accounts investing

now or in the future in the SB/T Fund

or the Series Fund.

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 6(c) of the 1940

Act for exemptions from the provisions

of Section 9(a), 13(a), 15(a) and 15(b) of

the 1940 Act and Rules 6e–2(b)(15) and

6e–3(T)(b)(15) thereunder.

SUMMARY OF APPLICATION: Applicants

seek an order to the extent necessary to

permit shares of the SB/T Fund, the

Series Fund and all future open-end

investment companies for which Smith

Barney Mutual Fund Management, Inc.,

or any affiliate thereof, serves as

investment adviser, manager, principal

underwriter, or sponsor and whose

shares are sold to separate accounts of

insurance companies and qualified

person and retirement plans the ‘‘Future

Funds’’) (the SB/T Fund, the Series

Fund and the Future Funds collectively

are referred to as the ‘‘Funds’’) to be

sold to and held by: (a) Variable annuity

and variable life insurance separate

accounts of both affiliated and

unaffiliated life insurance companies

(‘‘Participating Insurance Companies’’);

and (b) qualified pension and retirement

plans outside of the separate account

context (‘‘Qualified Plans’’).

FILING DATES: The application was filed

on January 18, 1995, and amended on

May 5, 1995.

HEARING AND 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 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 9, 1995, 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 requester’s interest, the reason for

the request and the issues contested.

Persons may request notification of a

hearing by writing to the Secretary of

the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants: Christina T. Sydor, Esquire,

Smith Barney, Inc., 388 Greenwich

Street, Twenty-Second Floor, New York,

New York 10013.

FOR FURTHER INFORMATION CONTACT:

Mark C. Amorosi, Attorney, or Wendy

Finck Friedlander, Deputy Chief, at

(202) 942–0670, Office of Insurance

Products, Division of Investment

Management.

SUPPLEMENTARY INFORMATION: Following

is a summary of the application. The

complete application is available for a

fee from the SEC’s Public Reference

Branch.

Applicants’ Representations

1. The SB/T Fund, a Maryland

corporation incorporated on February

22, 1994, is registered under the 1940

Act as an open-end, diversified

management investment company. The

SB/T Fund consists of eleven portfolios:

The Smith Barney Income and Growth

Portfolio, the Alliance Growth Portfolio,

the American Capital Enterprise

Portfolio, the Smith Barney

International Equity Portfolio, the Smith

Barney Pacific Basin Portfolio, the TBC

Managed Income Portfolio, the Putnam

Diversified Income Portfolio, the G.T.

Global Strategic Income Portfolio, the

Smith Barney High Income Portfolio,

the MFS Total Return Portfolio, and the

Smith Barney Money Market Portfolio.

Additional portfolios may be added in

the future.

2. The Series Fund, a Massachusetts

business trust organized on May 13,

1991, is registered under the 1940 Act

as an open-end, diversified management

investment company. The Series Fund

consists of ten separate portfolios

(together with the portfolios of the

SB/T Fund and Future Funds, the

‘‘Portfolios’’): the Money Market

Portfolio, the Intermediate High Grade

Portfolio, the Diversified Strategic

Income Portfolio, the Equity Income

Portfolio, the Equity Index Portfolio, the

Growth & Global Income Portfolio, the

Appreciation Portfolio, the Total Return

Portfolio, the Emerging Growth

Portfolio, and the International Equity

Portfolio. Additional portfolios may be

added in the future.

3. Smith Barney Mutual Funds

Management, Inc. (‘‘SBMFM’’) is the

investment adviser for the SB/T Fund,

and is a wholly-owned subsidiary of

Smith Barney Holdings, Incorporated.

Smith Barney Holdings, Inc. is a whollyowned subsidiary of Travelers Group,

which is a financial services holding

company engaged, through its

subsidiaries, principally in four

business segments: investment services,

consumer finance services, life

insurance services, and property and

casualty insurance services.

4. SBMFM also is the investment

adviser for all the Series Fund Portfolios

except the Equity Index Portfolio and

the Emerging Growth Fund Portfolio.

PanAgora Asset Management, Inc. is the

investment adviser for the Equity Index