24952 Federal Register / Vol. 60, No. 90 / Wednesday, May 10, 1995 / Notices

6 15 U.S.C. 78q–1(b)(3)(A) and (F) (1988).

7 17 CFR 200.30–3(a)(12) (1994).

safeguarding of securities and funds in

its custody or control or for which it is

responsible in accordance with Section

17A(b)(3)(A) and (F) of the Act.6

PHILADEP has stated that the

FASTRACS program has functioned

effectively in this capacity since its

initial approval on July 19, 1994;

however, testing of the program is not

complete. Therefore, the Commission

believes that an extension of the

FASTRACS pilot program through

December 29, 1995, is appropriate

because it will provide PHILADEP with

the opportunity to continue testing the

FASTRACS program and to report the

results of its testing to the Commission.

III. Conclusion

The Commission finds that

PHILADEP’s proposal is consistent with

the requirements of the Act and

particularly with Section 17A and the

rules and regulations thereunder.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act, that the

proposed rule change (File No. SR–

PHILADEP–94–06) be, and hereby is,

approved through December 29, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–11515 Filed 5–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21041; International Series

Release No. 807; 812–9340]

Bayerische Vereinsbank

Aktiengesellschaft, et al.

May 4, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Bayerische Vereinsbank

Aktiengesellschaft (‘‘BV’’) and

Vereinsbank Finance (Delaware) Inc.

(‘‘Issuer’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act that would

exempt applicants from subparagraphs

(a)(1) and (a)(3) of rule 3a–5 under the

Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit Issuer, a

wholly-owned BV subsidiary, to sell its

commercial paper in the United States

to raise funds for the business

operations of BV without registering as

an investment company.

FILING DATE: The application was filed

on December 5, 1994, and amended on

March 23, 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

May 30, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicants: 335 Madison Avenue, New

York, NY 10017.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942–0573, or Robert A. Robertson,

Branch Chief, at (202) 942–0546

(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 at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. BV is a bank organized under the

laws of the Federal Republic of

Germany (‘‘Germany’’) with its

headquarters in Munich. It is a publicly

held corporation with limited liability

(Aktiengesellschaft), the shares of which

are quoted on all German stock

exchanges. BV and its subsidiaries are

active in the mortgage business,

commercial banking, leasing, and funds

management/financial advisory

products. BV is subject to supervision

by the Federal Banking Supervisory

Office of Germany, an independent

federal authority, and by the Deutsche

Bundesbank, the German Central Bank.

Applicants represent that regulation by

German banking authorities is

comparable in many respects to the

supervision of United States commercial

banks.

2. Issuer, a Delaware corporation, is a

wholly-owned subsidiary of BV.

Initially, Issuer proposes to issue and

sell in the United States short-term

negotiable promissory notes of the type

exempt from the registration

requirements of the Securities Act of

1933 by virtue of section 3(a)(3) thereof

and generally referred to as commercial

paper (the ‘‘Notes’’). The Notes would

be offered publicly, only to the types of

sophisticated and largely institutional

investors that ordinarily participate in

the United States commercial paper

market. The proceeds from the sale of

the Notes would be used to finance the

business activities of BV. Issuer may in

the future issue and sell other debt

securities.

3. Applicants require exemptive relief

from subparagraphs (a)(1) and (a)(3) of

rule 3a–5, since BV will not

unconditionally guarantee the

obligations of Issuer to pay the Notes, as

required by the rule. BV will provide a

functional equivalent of a guarantee. BV

requires the proposed structure for tax

reasons and because the German Federal

Banking Law and the German Federal

Supervisory Office could require BV to

maintain additional funds if BV

provided an unconditional guarantee or

letter of credit.

4. Issuer would deposit the net

proceeds from the sale of the Notes (the

‘‘Deposits’’) at BV’s Cayman Islands

branch (the ‘‘Branch’’) pursuant to a

deposit agreement (the ‘‘Deposit

Agreement’’) to be entered into by

Issuer, the Branch, and BV.

Substantially all of Issuer’s assets would

consist of a single evidence of

indebtedness of the Branch issued to

Issuer evidencing Issuer’s deposits. The

Branch unconditionally agrees to repay

to Issuer each Deposit made by Issuer at

the Branch, including accrued interest,

on the maturity date of the Deposit.

Noteholders would be assigned as

security and granted a security interest

in the Deposits and accrued interest

corresponding to their Notes. If Issuer

fails to pay a Note according to its

terms, the Deposit Agreement entitles

the Noteholder to receive payments by

the Branch of the Deposit and accrued

interest.

5. Under German law and pursuant to

the Deposit Agreement, the repayment

obligation of the Branch in respect of

the Deposits is an obligation of BV. BV’s

obligations regarding its liabilities to

Issuer will rank at least pari passu

among themselves and with all other

unsecured and unsubortinated

indebtedness, including deposit

liabilities, of BV and will be superior to

rights of shareholders.

6. To assure that the proceeds from

the sale of the Notes will be deposited

with the Branch, Issuer and the Branch

will enter into an agreement (‘‘Issuing

and Paying Agency Agreement’’) with a

commercial bank pursuant to which the

Branch would have an operating

account with the commercial bank. The
Federal Register / Vol. 60, No. 90 / Wednesday, May 10, 1995 / Notices 24953

payments of the proceeds of the sale of

the Notes to the Branch would be made

to this account, and the payments by

Issuer or the Branch to the Noteholders

would be made from this account by

appropriate debits or credits,

respectively. The Issuing and Paying

Agency Agreement states that the

Branch will have exclusive control over

the account, and the sole right of

withdrawal of funds therefrom. At the

moment the proceeds from the sale of

the Notes are deposited in the Branch’s

account at a commercial bank, the

Noteholder would have a right of action

against BV under his or her security

interest in the Deposit and, therefore,

the Noteholder’s security interest in the

Deposit would attach.

7. BV, in connection with the offering

of the Notes, would submit to the

jurisdiction of any state or federal court

in the Borough of Manhattan in the City

of New York, and would appoint Issuer

as agent to accept any process which

may be served in any suit, action, or

proceeding brought against BV based

upon its obligations to Issuer. Such

consent to jurisdiction and such

appointment of an authorized agent to

accept service of process would be

irrevocable until all amounts due and to

become due with respect to outstanding

Deposits and all outstanding obligations

of BV to Issuer have been paid.

Applicants’ Legal Analysis

1. Without exemptive relief, Issuer

may be an investment company, as

defined in section 3(a) of the Act. Rule

3a–5 states that a finance subsidiary will

not be considered an investment

company under section 3(a), provided

the subsidiary meets certain

requirements. Applicants believe that

Issuer would meet the requirements of

rule 3a–5, except that the Notes and any

other debt securities and non-voting

preferred stock which Issuer may issue

in the future would not be guaranteed

in a technical sense by BV, as required

by subparagraphs (a)(1) and (a)(3) of the

rule. Instead, BV would provide the

functional equivalent of a guarantee.

Applicants believe that the entitlement

of the Noteholders to receive payment

by the Branch of the Deposit

corresponding to the Notes in case of

failure of Issuer to pay the Notes upon

maturity would be the substantial

equivalent of a guarantee. Applicants

represent that the business and fiscal

considerations behind BV’s desire to use

Issuer as a financing vehicle to sell the

Notes in the United States in no way

impinge upon the public policy

concerns, such as investor protection,

that underlie the Act.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

1. BV will state expressly in the

Deposit Agreement that the obligations

of the Branch to the Issuer and the

Noteholders are BV’s own obligations.

2. If the Issuer fails to pay a Note in

accordance with its terms, the Deposit

Agreement will entitle the Noteholder to

receive payment from the Branch.

Noteholders will have a direct cause of

action against BV in the event of any

default in payment of the Notes.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–11514 Filed 5–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21039; File No. 812–9288]

Companion Life Insurance Company,

et al.

May 3, 1995.

AGENCY: U.S. Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Companion Life Insurance

Company (‘‘Companion Life’’),

Companion Life Separate Account C

(the ‘‘Separate Account’’) and Mutual of

Omaha Investor Services, Inc. (‘‘Mutual

of Omaha’’).

RELEVANT 1940 ACT SECTIONS: Order

requested under Section 6(c) for

exemptions from Sections 26(a)(2)(C)

and 27(c)(2).

SUMMARY OF APPLICATION: An order is

sought exempting Applicants and

principal underwriters of certain

flexible payment deferred variable

annuity contracts (the ‘‘Policies’’) to the

extent necessary to permit the payment

to Companion Life of a mortality and

expense risk charge from the assets of

the Separate Account under the

Policies.

FILING DATE: The application was filed

on October 17, 1994 and amended and

restated on April 4, 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

May 30, 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 Fifth

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

Applicants, Companion Life Insurance

Company, 401 Theodore Fremd Avenue,

Rye, New York 10580–1493.

FOR FURTHER INFORMATION CONTACT:

Edward P. Macdonald, Staff Attorney, or

Wendy 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.

Applicant’s Representations

1. Companion life is a stock life

insurance company, incorporated under

the laws of the State of New York on

June 3, 1949, and engaged in the sale of

life insurance and annuity policies in

New York State. It is also licensed in

New Jersey and Connecticut but does

not currently do business in these states.

Companion Life, a wholly-owned

subsidiary of United of Omaha Life

Insurance Company, is the depositor of

the Separate Account.

2. The Separate Account was

established by Companion Life as a

separate investment account, on

February 18, 1994, under the laws of the

State of New York to serve as the

funding medium for the Policies. The

Separate Account currently has nine

subaccounts (the ‘‘Subaccounts’’) and is

registered under the Act as a unit

investment trust. Each Subaccount

invests in a corresponding portfolio of

an underlying management investment

company (‘‘Fund’’). Each Fund is

registered under the Act as an open-end,

management investment company and

its shares are registered under the

Securities Act of 1933.

3. Mutual of Omaha serves as

distributor and principal underwriter

for the Policies. It is registered with the

SEC as a broker-dealer and is a member

of the National Association of Securities

Dealers, Inc. (‘‘NASD’’). Broker-dealers

other than Mutual of Omaha may also

serve as distributors and principal

underwriters of the Policies, to the

extent the Policies are sold through

alternate distribution channels. Any