7262 Federal Register / Vol. 60, No. 25 / Tuesday, February 7, 1995 / Notices

16. Rule 6e–3(T)(b)(1) provides an

exemption from Sections 26(a) and

27(c)(1) and Rule 22c–1 in connection

with any sales load deducted under

Rule 6e–3(T), other than from

premiums. Rule 6e–2 does not have a

corresponding provision. Rule 6e–

3(T)(12(i) provides, in relevant part, an

exemption from Section 27(c)(1) and

Rule 22c–1 provided that, to the extent

that the calculation of cash value

reflects deductions for administrative

expenses and fees or sales loads, such

deductions need only be made at such

times as specified in the Contracts.

Although Rule 6e–2(b)(12) provides

similar exemptions, it does not provide

for the deduction of deferred

administrative expenses and fees or

deferred sales load. Finally, Rule 6e–

3(T)(b)(13)(iv)(C) provides that, subject

to other provisions of that Rule, sales

loads and administrative expenses or

fees may be deduced upon redemption.

Rule 6e–2(b)(b)(13)(iv) does not provide

similar exemptions. Applicants believe

that the omissions noted herein reflect

the Commission’s assumption at the

time it promulgated Rule 6e–2 that sales

loads would only be deducted from

premiums, rather than a policy decision

to forbid other arrangements.

17. Applicants state that it is

appropriate to deduct the 1.38% charge

on a deferred basis for the same reasons

that it is proper to deduct the charge

directly from premiums. Nevertheless,

Applicants believe they may not be able

to rely on paragraphs (b)(1), (b)(12)(i), or

(b)(13)(i) of Rules 6e–2 and 6e–3(T)

because the deferred charge may be

deemed other than an ‘‘administrative

charge’’ or other than sales load under

Rule 6e–3(T), and because the

imposition of deferred charges was not

contemplated when Rule 6e–2 was

adopted.

18. Applicants submit that the

deferred charge is more favorable to a

Contract Owner than the direct charge

from premiums for the following

reasons. First, the premium payments

available for investment and, thus, the

investment itself, will be greater than it

would be if such a charge was deducted

from premiums. Second, the total

amount charged to any Contract Owner

is not more than it would be if it was

taken directly from premiums paid.

Finally, Contract Owners will obtain

these advantages without incurring any

additional cost.

19. Applicants further submit that it

is equally proper to deduct any

remaining amount of the deferred

charge upon early surrender of a

Contract, and that the deduction will

not violate Sections 2(a)(32) or 27(c)(1)

or Rule 22c–1. First, any remaining

amount of the charge deducted upon

early surrender is the same amount that

would have been deducted if the

Contract had not been surrendered.

Further, this charge represents a burden

borne by Golden American for which it

is entitled to be reimbursed. Applicants

assert that the deduction upon

surrender of any unrecovered amount

should not be construed as a restriction

on redemption. Finally, Applicants

maintain that the Contract are and will

be redeemable securities, and that the

deduction of any remaining charge upon

surrender represents a legitimate

deduction under the Contracts.

20. Applicants believe that the

exemptions provided by paragraph

(b)(1), (b)(12)(i), and (b)(13)(iv) of Rules

6e–2 and 6e–3(T) do not appear to

embrace the deduction of the proposed

charge on a deferred basis. Rule 6e–2

was adopted when there was less

flexibility regarding premium payments

and fewer policy features were available

to issuers than have subsequently been

permitted. In contrast, Rule 6e–3(T)

contemplated deferred sales loads and

deferred administrative charges, but not

the proposed charge.

Applicants submit that: (a) No policy

reason exists for the omission of relief

for such a deferred charge from the

provisions of Rules 6e–2 or 6e–3(T); (b)

the deferred charge structure has been

accepted as an appropriate feature of life

insurance products under Rule 6e–3(T),

as well as pursuant to exemptive relief

granted by the Commission; (c) the

existence of products with deferred

charges provides investors a valuable

choice; and (d) the Commission has

supported efforts to expand investor

choice without sacrificing investor

protection.

21. Applicants assert that the

standards of Section 6(c) are satisfied

because the requested relief is

appropriate in the public interest and

consistent with the purposes of the 1940

Act and the protection of investors. The

exemptive relief would: (a) Permit a

larger portion of each premium to be

immediately invested under a Contract;

(b) eliminate the need for Golden

American to file additional exemptive

applications for each Contract to be

issued through a Future Account with

respect to the same issues under the

1940 Act that have been addressed in

this Application; thus (c) promoting

competitiveness in the variable life

insurance market by avoiding delay,

reducing administrative expenses and

maximizing efficient use of resources;

and thereby (d) enhancing Golden

American’s ability to effectively take

advantage of business opportunities as

they arise. If Golden American were

required to repeatedly seek exemptive

relief with respect to the same issues

addressed in this Application, investors

would not receive any benefit or

additional protection thereby and might

be disadvantaged as a result of increased

overhead expenses.

Conditions for Relief

1. Golden American will monitor the

reasonableness of the charge to be

deducted pursuant to the requested

exemptive relief.

2. The registration statement for each

Contract under which the abovereferenced charge is deducted will: (a)

Disclose the charge; (b) explain the

purpose of the charge; and (c) state that

the charge is reasonable in relation to

Golden American’s increased federal tax

burden under Section 848 of the Code.

3. The registration statement for each

Contract providing for the abovereferenced deduction will contain as an

exhibit an actuarial opinion as to: (a)

The reasonableness of the charge in

relation to Golden American’s increased

federal tax burden under Section 848 of

the Code resulting from the receipt of

premiums; (b) the reasonableness of the

targeted rate of return that is used in

calculating such charge; and (c) the

appropriateness of the factors taken into

account by Golden American in

determining such targeted rate of return.

Conclusion

For the reasons and upon the facts set

forth above, Applicants submit that the

requested exemptions to permit Golden

American to deduct 1.38% of premium

payments under the Contracts 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. 95–2903 Filed 2–6–95; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Three-Five Systems,

Inc., Common Stock, $0.01 Par Value)

File No. 1–4373

February 1, 1995.

Three-Five Systems, 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
Federal Register / Vol. 60, No. 25 / Tuesday, February 7, 1995 / Notices 7263

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security) from listing and registration

on the American Stock Exchange, Inc.

(‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, in

addition to being listed on the Amex,

the Security is listed on the New York

Stock Exchange, Inc. (‘‘NYSE’’). The

Security commenced trading on the

NYSE at the opening of business on

December 29, 1994 and concurrently

therewith the Security was suspended

from trading on the Amex.

According to the Company, the Board

of Directors has determined that it does

not find any particular advantage in the

dual trading of the Security and believes

that dual listing would fragment the

market for the Security and result in a

potentially negative effect upon

investors. In making the decision to

withdraw the Security from listing on

the Amex, the Company also considered

the direct and indirect costs and

expenses attendant in maintaining the

dual listing of its Security on the NYSE

and the Amex. These costs include: (1)

Listing and maintenance fees charged by

each exchange for shares of the Security

currently listed and shares that may be

issued by the Company in the future, (ii)

legal and other expenses that would

arise as a result of duplication of filing

documents with both the NYSE and the

Amex whenever the Company makes

any filing with the Commission, and

(iii) other expenses relating to

duplication of recordkeeping and

reporting requirements that would arise

from dual listing. The Board of Directors

has determined that, in light of its

finding that there is no particular

advantage in dual trading of the

Security, the expenses associated with

dual listing would be excessive.

Any interested person may, on or

before February 23, 1995, submit by

letter to the Secretary of the Securities

and Exchange Commission, 450 Fifth

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

facts bearing upon whether the

application has been made in

accordance with the rules of the Amex

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. 95–2974 Filed 2–6–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Minneapolis/St. Paul Advisory Council

Meeting

The U.S. Small Business

Administration Minneapolis/St. Paul

District Advisory Council will hold a

public meeting on Friday, March 31,

1995 at 12:00 noon, at the Decathlon

Athletic Club, 1700 East 79th Street,

Bloomington, Minnesota, 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

Mr. Edward A. Daum, Director, U.S.

Small Business Administration, 610-

Butler Square, 100 North Sixth Street,

Minneapolis, Minnesota 55403, (612)

370–2306.

Dated: January 31, 1995.

Dorothy A. Overal,

Director, Office of Advisory Council.

[FR Doc. 95–3006 Filed 2–6–95; 8:45 am]

BILLING CODE 8025–01–M

[License No. 06/06–0307]

Stratford Capital Partners, L.P.; Notice

of Application for Transfer of

Ownership

Notice is hereby given that an

amendment application has been filed

with the Small Business Administration

pursuant to § 107.601 of Regulations

governing small business investment

companies (13 CFR 107.601 (1994)) for

a transfer of ownership of Stratford

Capital Group, Inc., 200 Crescent Court,

Suite 1650, Dallas, Texas 75201 under

the provisions of the Small Business

Investment Act of 1958, as amended

(the Act), (15 U.S.C. 661 et. seq.) and the

Rules and Regulations promulgated

thereunder.

The present 100% shareholder, Life

Partners Group, plans to retain a $5

million limited partnership interest in

the Licensee, renamed Stratford Capital

Partners, L.P. Additional commitments

to invest up to $40 million have been

made by several new investors. The

proposed new holders of more than

10% of the limited partnership interests

are as follows: Hicks, Muse, Tate & Furst

Equity Fund II, L.P., DLJ Fund

Investment Partners, L.P., and Life

Partners Group.

Matters involved in SBA’s

consideration of the application include

the business reputation and character of

the proposed owners and management,

and the probability of successful

operations of the new company under

their management, including

profitability and financial soundness in

accordance with the Act and

Regulations.

Notice is further given that any person

may, not later than 15 days from the

date of publication of this notice, submit

written comments on the proposed

transfer of ownership to the Associate

Administrator for Investment, Small

Business Administration, 409 3rd Street,

SW., Washington, DC 20416.

A copy of the Notice will be

published in a newspaper of general

circulation in Dallas, Texas.

(Catalog of Federal Domestic Assistance

Program No. 59–011, Small Business

Investment Companies)

Dated: January 31, 1995.

Robert D. Stillman,

Associate Administrator for Investment.

[FR Doc. 95–2936 Filed 2–6–95; 8:45 am]

BILLING CODE 8025–01–M

DEPARTMENT OF TRANSPORTATION

Coast Guard

[CGD8–95–002]

Houston/Galveston Navigation Safety

Advisory Committee Meeting

AGENCY: Coast Guard, DOT.

ACTION: Notice of meeting.

SUMMARY: The Houston/Galveston

Navigation Safety Advisory Committee

(HOGANSAC) will meet to discuss

various navigation safety matters

affecting the Houston/Galveston area.

The meeting will be open to the public.

DATES: The meeting will be held from 9

a.m. to approximately 1 p.m. on

Thursday,March 23, 1995.

ADDRESSES: The meeting will be held in

the conference room of the Houston

Pilots Office, 8150 South Loop East,

Houston, Texas.

FOR FURTHER INFORMATION CONTACT:

LTJG D. E. Rowlett, Recording Secretary,

Commander, Eighth Coast Guard

District (oan), Room 1211, Hale Boogs

Federal Building, 501 Magazine Street,

New Orleans, LA 70130–3396,

telephone (504) 589–6235.

SUPPLEMENTARY INFORMATION: Notice of

this meeting is given pursuant to the

Federal Advisory Committee Act, 5