Federal Register / Vol. 60, No. 100 / Wednesday, May 24, 1995 / Notices 27587

reports, materials or data as the Board

may reasonably request so that the

Board or the Fund may fully carry out

the obligations imposed upon them by

the conditions contained in this

application, and such reports, materials

and data shall be submitted more

frequently if deemed appropriate by the

Board. The obligations of the

participating insurance Companies to

provide these reports, materials and

data to the Board, when it so reasonably

requests, shall be a contractual

obligation of all participating insurance

companies under their agreements

governing participation in the Funds.

Conclusion

For the reasons stated above,

Applicants believe that the requested

exemptions in accordance with the

standards of Section 6(c), are

appropriate in the public interest and

are consistent with the protection of

investors and the purposes fairly

intended by the policy and the

provisions of the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–12696 Filed 5–23–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21084; 812–9570]

WNC Housing Tax Credit Fund V, L.P.,

Series 3 Through 8, and WNC &

Associates, Inc.; Notice of Application

May 18, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: WNC Housing Tax Credit

Fund V, L.P. Series 3, WNC Housing

Tax Credit Fund V, L.P., Series 4, WNC

Housing Tax Credit Fund V, L.P., Series

5, WNC Housing Tax Credit Fund V,

L.P., Series 6, WNC Housing Tax Credit

Fund V, L.P., Series 7, WNC Housing

Tax Credit Fund V, L.P., Series 8

(individually, a ‘‘Series,’’ and

collectively, the ‘‘Fund’’), and WNC &

Associates, Inc. (the ‘‘General Partner’’).

RELEVANT ACT SECTIONS: Exemption

requested under section 6(c) from all

provisions of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit each Series

to invest in limited partnerships that

engage in the ownership and operation

of apartment complexes for low and

moderate income persons.

FILING DATE: The application was filed

on April 14, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street NW., Washington, D.C. 20549.

Applicants, 3158 Redhill Avenue, Suite

120, Costa Mesa, California 92626–3416.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Staff Attorney, at (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

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. Each Series was formed as a

California limited partnership on March

28, 1995. Each Series will operate as a

‘‘two-tier’’ partnership, i.e., each Series,

as a limited partner, will invest in other

limited partnerships (‘‘Local Limited

Partnerships’’). The Local Limited

Partnerships in turn will engage in the

ownership and operation of apartment

complexes expected to be qualified for

low income housing tax credit under the

Internal Revenue Code of 1986.

2. The objectives of each Series are to

(a) provide current tax benefits

primarily in the form of low income

housing credits which investors may

use to offset their Federal income tax

liabilities, (b) preserve and protect its

capital, and (c) provide cash

distributions from sale or refinancing

transactions.

3. On April 13, 1995, the Fund filed

a registration statement under the

Securities Act of 1933, pursuant to

which the Fund intends to offer

publicity, in one or more series of

offering, 50,000 units of limited

partnership interest (‘‘Units’’) at $1,000

per unit. The minimum investment will

be five Units. Purchasers of the Units

will become limited partners (‘‘Limited

Partners’’) of the Series offering the

Units.

4. A Series will not accept any

subscriptions for Units until the

requested exemptive order is granted or

the Series receives an opinion of

counsel that it is exempt from

registration under the Act.

Subscriptions for Units must be

approved by the General Partner. Such

approval will be conditioned upon

representations as to suitability of the

investment for each subscriber. The

suitability standards provide, among

other things, that investment in a Series

is suitable only for an investor who

either (a) has a net worth (exclusive of

home, furnishings, and automobiles), of

at least $35,000 and an annual gross

income of at least $35,000, or (b)

irrespective of annual income, has a net

worth (exclusive of home, furnishings,

and automobiles) of at least $75,000.

Units will be sold only to investors who

meet these suitability standards, or more

restrictive standards as may be

established by certain states for

purchases of Units within their

respective jurisdictions. In addition,

transfers of Units will be permitted only

if the transferee meets the same

suitability standards as had been

imposed on the transferor Limited

Partner.

5. Although a Series’ direct control

over the management of each apartment

complex will be limited, the Series’

ownership of interests in Local Limited

Partnerships will, in an economic sense,

be tantamount to direct ownership of

the apartment complexes themselves. A

Series normally will acquire at least a

90% interest in the profits, losses, and

tax credits of the Local Limited

Partnerships. However, in certain cases,

the Series may acquire a lesser interest.

In these cases, the Series normally will

acquire at least a 50% interest in the

profits, losses, and tax credits of the

Local Limited Partnership. From 95% to

100% of the proceeds from a sale or

refinancing of an apartment complex

normally will be paid to the Series until

it has received a full return of that

portion of the net proceeds invested in

the Local Limited Partnership (which

may be reduced by any cash flow

distributions previously received). A

Series also will receive a share of any

remaining sale of refinancing proceeds.

A Series’ share of these proceeds may

range from 10% to 90%.

6. Each Series will have certain voting

rights with respect to each Local

Limited Partnership. The voting rights

will include the right to dismiss and

replace the local general partner on the

basis of performance, to approve or
27588 Federal Register / Vol. 60, No. 100 / Wednesday, May 24, 1995 / Notices

disapprove a sale or refinancing of the

apartment complex owned by such

Local Limited Partnership, to approve or

disapprove the dissolution of the Local

Limited Partnership, and to approve or

disapprove amendments to the Local

Limited Partnership agreement

materially and adversely affecting the

Series’ investment.

7. Each Series will be controlled by

the General Partner, pursuant to a

partnership agreement (the ‘‘Partnership

Agreement’’). The Limited Partners,

consistent with their limited liability

status, will not be entitled to participate

in the control of the business of the

Series. However, a majority-in-interest

of the Limited Partners will have the

right to amend the Partnership

Agreement (subject to certain

limitations), to remove any General

Partner and elect a replacement, and to

dissolve the Series. In addition, under

the Partnership Agreement, each

Limited Partner is entitled to review all

books and records of the Series.

8. The Partnership Agreement and

prospectus of the Series contain

numerous provisions designed to insure

fair dealing by the General Partner with

the Limited Partners. All compensation

to be paid to the General Partner and its

affiliates is specified in the Partnership

Agreement and prospectus. While the

fees and other forms of compensation

that will be paid to the General Partner

and its affiliates will not have been

negotiated at arm’s length, applicants

believe that the compensation is fair and

on terms no less favorable to the Series

than would be the case if such

arrangements had been made with

independent third parties.

9. During the offering and

organizational phase, the General

Partner and its affiliates will receive a

nonaccountable expense reimbursement

equal to 1% of capital contributions.

The General Partner also will be

reimbursed by each Series for the actual

amount of expenses incurred in

connection with organizing the Series

and conducting the offering. However,

the General Partner has agreed to pay

any organization and offering expenses

(including selling commissions and the

nonaccountable expense

reimbursement) in excess of 14.5% of

capital contributions.

10. During the acquisition phase, each

Series will pay the General Partner or its

affiliates a selection fee equal to 7.5%

for analyzing and evaluating potential

investments in Local Limited

Partnerships. The General Partner and

its affiliates will be reimbursed by each

Series for the actual amount of any

partnership acquisition expenses

advanced by them, provided that

acquisition expenses will not exceed

1% of capital contributions. Aggregate

acquisition fees and acquisition

expenses paid in connection with the

acquisition of Local Limited Partnership

interests by each Series will be limited

by the Partnership Agreement and will

comply with guidelines published by

the North American Securities

Administration Association. These

guidelines require that a specified

percentage (generally 80%, but subject

to reduction) of the aggregate Limited

Partners’ capital contributions to a

Series be committed to Local Limited

Partnership interests.

11. During the operating phase, the

General Partner will receive 1% of any

cash available for distribution and each

Series may pay certain fees and

reimbursements to the General Partner

or its affiliates. An asset management

fee will be payable for services related

to the administration of the affairs of

each Series in connection with each

Local Limited Partnership in which the

Series invests. Other fees may be paid

in consideration of property

management services provided by the

General Partner or its affiliates as to the

management and leasing agents for

some of the apartment complexes. In

addition, the General Partner and its

affiliates generally will be allocated 1%

of profits and losses of each Series for

tax purposes and tax credits.

12. During the liquidation phase, and

subject to certain prior payments to the

General Partner or its affiliates a fee

equal to 1% of the sales price of the

properties sold in which the General

Partner or its affiliates had provided a

substantial amount of services. The

General Partner also will receive 10% of

any additional sale or refinancing

proceeds remaining after the return of

the General Partner’s capital

contribution, subject to certain prior

payments.

13. All proceeds from any Series of

the public offering of Units initially will

be placed in an escrow account with the

National Bank of Southern California

(‘‘Escrow Agent’’). Pending release of

offering proceeds to an individual

Series, the Escrow Agent will deposit

escrowed funds in short-term United

States Government securities, securities

issued or guaranteed by the United

States Government, and certificates of

deposit or time or demand deposits in

commercial banks. Upon receipt of a

prescribed minimum amount of capital

contributions for a Series, funds in

escrow will be released to an individual

Series and held by its pending

investment in Local Limited

Partnerships.

14. If investment opportunities may

be invested in by more than one entity

that the General Partner or its affiliates

advises or manages, the decision as to

the particular entity which will be

allocated the investment will be based

upon such factors as the effect of the

acquisition on diversification of each

entity’s portfolio, the estimated income

tax effects of the purchase on each

entity, the amount of funds of each

entity available for investment, and the

length of time such funds have been

available for investment. Priority

generally will be given to the entity

having uninvested funds for the longest

period of time. However, (a) any

partnership which was formed to invest

primarily in apartment complexes

eligible only for Federal low income

housing credits will be given priority

with respect to any investment which is

not eligible for California low income

housing credits and (b) each Series and

any other partnership which was

formed to invest primarily in apartment

complexes eligible for California low

income housing credits as well as for

Federal credits will be given priority

with respect to any investment which is

eligible for the California credits.

Applicants’ Legal Analysis

1. Applicants believe that the Fund

and its Series will not be ‘‘investment

companies’’ under sections 3(a)(1) or

3(a)(3) of the Act. If the Fund and its

Series are deemed to be investment

companies, however, applicants request

an exemption under section 6(c) from

all provisions of the Act.

2. Section 3(a)(1) of the Act provides

that an issuer is an ‘‘investment

company’’ if it is or holds itself out as

being engaged primarily, or proposes to

engage primarily, in the business of

investing, reinvesting, or trading in

securities. Applicants, however, believe

that the Partnership will not be an

investment company under section

3(a)(1) because the Partnership will be

in the business of investing in and being

beneficial owner of apartment

complexes, not securities.

3. Section 3(a)(3) of the Act provides

that an issuer is an ‘‘investment

company’’ if it is engaged or proposes to

engage in the business of investing,

reinvesting, owning, holding, or trading

in securities, and owns or proposes to

acquire ‘‘investment securities’’ having

a value exceeding 40% of the value of

such issuer’s total assets (exclusive of

government securities and cash items).

Applicants, however, believe that the

Local Limited Partnership interests

should not be considered ‘‘investment

securities’’ because those interests are

not readily marketable, have no value
Federal Register / Vol. 60, No. 100 / Wednesday, May 24, 1995 / Notices 27589

1 Investment Company Act Release No. 8456

(Aug. 9, 1974).

apart from the value of the apartment

complexes owned by the Local Limited

Partnerships, and cannot be sold

without severe adverse tax

consequences.

4. Applicants believe that the two-tier

structure is consistent with the purposes

and criteria set forth in the SEC’s release

concerning two-tier real estate

partnerships (the ‘‘Release’’).1 The

Release states that investment

companies that are two-tier real estate

partnerships that invest in limited

partnerships engaged in the

development and operation of housing

for low and moderate income persons

may qualify for an exemption from the

Act pursuant to section 6(c). Section

6(c) provides that the SEC may exempt

any person from any provision of the

Act and any rule thereunder, if, and to

the extent that, such 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.

5. The Release lists two conditions,

designed for the protection of investors,

which must be satisfied by two-tier

partnerships to qualify for the

exemption under section 6(c). First,

interests in the issuer should be sold

only to persons for whom investments

in limited profit, essentially tax-shelter,

investments would not be unsuitable.

Second, requirements for fair dealing by

the general partner of the issuer with the

limited partners of the issuer should be

included in the basic organizational

documents of the company.

6. Applicants assert, among other

things, that the suitability standards set

forth in the application the

requirements for fair dealing provided

by the Partnership Agreement, and

pertinent governmental regulations

imposed on each Local Limited

Partnership by various Federal, state,

and local agencies provided protection

to investors in Units comparable to that

provided by the Act. In addition,

applicants assert that the requested

exemption is both necessary and

appropriate in the public interest.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Maragret H. McFarland,

Deputy Secretary.

[FR Doc. 95–12700 Filed 5–23–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Investment Advisory Council; Public

Meeting

The U.S. Small Business

Administration Investment Advisory

Councils will hold a public meeting on

Thursday, June 8, 1995, from 10:00 a.m.

to 3:00 p.m. at the ANA Hotel, located

at 2401 M Street, N.W., Washington, DC,

to discuss such matters as may be

presented by members, staff of the U.S.

Small Business Administration, or

others present.

For further information, write or call

Ed Cleveland, Office of Investments,

U.S. Small Business Administration,

409 Third Street SW., Washington, DC,

(202) 205–6510.

Dorothy A. Overal,

Director, Office of Advisory Councils.

[FR Doc. 95–12656 Filed 5–23–95; 8:45 am]

BILLING CODE 8025–01–M

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Reports, Forms and Recordkeeping

Requirements

AGENCY: Department of Transportation

(DOT), Office of the Secretary.

ACTION: Notice.

SUMMARY: This notice lists those forms,

reports, and recordkeeping requirements

imposed upon the public which were

transmitted by the Department of

Transportation to the Office of

Management and Budget (OMB) for its

approval in accordance with the

requirements of the Paperwork

Reduction Act of 1980 (44 USC Chapter

35).

DATE: May 18, 1995.

ADDRESSES: Written comments on the

DOT information collection requests

should be forwarded, as quickly as

possible, to Edward Clarke, Office of

Management and Budget, New

Executive Office Building, Room 10202,

Washington, D.C. 20503. If you

anticipate submitting substantive

comments, but find that more than 10

days from the date of publication are

needed to prepare them, please notify

the OMB official of your intent

immediately.

FOR FURTHER INFORMATION CONTACT:

Copies of the DOT information

collection requests submitted to OMB

may be obtained from Susan Pickrel or

Annette Wilson, Information

Management Division, M–34, Office of

the Secretary of Transportation, 400

Seventh Street SW., Washington, D.C.

20590, (202) 366–4735.

SUPPLEMENTARY INFORMATION: Section

3507 of Title 44 of the United States

Code, as adopted by the Paperwork

Reduction Act of 1980, requires that

agencies prepare a notice for publication

in the Federal Register, listing those

information collection requests

submitted to OMB for approval or

renewal under that Act. OMB reviews

and approves agency submissions in

accordance with criteria set forth in that

Act. In carrying out its responsibilities,

OMB also considers public comments

on the proposed forms and the reporting

and recordkeeping requirements. OMB

approval of an information collection

requirement must be renewed at least

once every three years.

Items Submitted to OMB for Review

The following information collection

requests were submitted to OMB on

May 18, 1995:

DOT No: 4052

OMB No: 2133–0025

Administration: Maritime

Administration

Title: Position Reporting System for

Vessels (AMVER/USMER)

Need for Information: Section 204(b),

212(A), 1203(a)—Merchant Marine

Act 1936, as amended (46 U.S.C.

1114(b), 1122.a, 1283; Public Law 97–

31 (95 Stat. 157 August 6, 1981); 46

CFR 307 (51 18329 May 19, 1986); 49

CFR 1.66 (46FR 47458 September 28,

1981.

Proposed Use of Information: The

information will provide a current

plot of U.S. flag and certain non-flag

ships to allow for immediate

marshalling of ships for national

defense purposes and for search and

rescue for safety of life at sea.

Frequency: Every 48 hours at sea, arrival

and departure, and changes to

previous informaton

Burden Estimate: 11,600

Respondents: Ship Operators

Form(s): CG–4796–A, CG–4796–A (MA)

Average Burden Hours Per Response:

53.53 hours

DOT No: 4053

OMB No: 2115–0073

Administration: United States Coast

Guard

Title: Alternate Compliance—

International Navigation Rules,

Alternate Compliance—Inland

Navigation Rules

Need for Information: The International

Regulations for Preventing Collisions

at Sea, 1972 (33 U.S.C. 1601 et. seg.)

and the Inland Navigational Rules Act

of 1980 (33 U.S.C. 2001 et. seq.)

adopted a uniform system of