65710 Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices

1Applicants represent that they will amend the

application during the Notice period to include this

condition as set forth herein.

Conditions for Relief

1. Applicants represent that CG Life

will monitor the reasonableness of the

charge to be deducted by CG Life

pursuant to the requested exemptive

relief.

2. Applicants represent that the

registration statement for each Contract

under which the charge referenced in

paragraph one of this section is

deducted will: (i) disclose the charge;

(ii) explain the purpose of the charge;

and (iii) state that the charge is

reasonable in relation to CG Life’s

increased federal income tax burden

under Section 848 resulting from the

receipt of premiums.

3. Applicants represent that the

registration statement for each Contract

under which the charge referenced in

paragraph one of this section is

deducted will contain as an exhibit an

actuarial opinion as to: (i) the

reasonableness of the charge in relation

to CG Life’s increased federal income

tax burden under Section 848 resulting

from the receipt of premiums; 1 (ii) the

reasonableness of the after tax rate of

return that is used in calculating such

charge and the relationship that such

charge has to CG Life’s cost of capital;

and (iii) the appropriateness of the

factors taken into account by CG Life in

determining the after tax rate of return.

Conclusion

Applicants submit that, for the

reasons and upon the facts set forth

above, the requested exemptions from

Section 27(c)(2) of the 1940 Act and

Rule 6e–3(T)(c)(4)(v) thereunder, to

permit CG Life to deduct 1.15% of

premium payments under the Contracts,

meet the standards set forth in Section

6(c) of the 1940 Act. In this regard,

Applicants assert that granting the relief

requested in the application would be

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.

Jonathan G. Katz,

Secretary.

FR Doc. 95–30858 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21597; 812–9476]

The Diversified Investors Funds

Group, et al.; Notice of Application

December 13, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order Under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANTS: The Diversified Investors

Funds Group (‘‘Diversified Fund’’);

Diversified Investors Portfolios

(‘‘Diversified Portfolios’’); Diversified

Investment Advisors, Inc.

(‘‘Diversified’’), on behalf of itself and

each open-end management investment

company or series thereof organized in

the future (the ‘‘Future Funds’’) which

is a member of the same ‘‘group of

investment companies’’ as defined in

rule 11a–3 under the Act; and

Diversified Investors Securities Corp.

(the ‘‘Distributor’’).

RELEVANT ACT SECTIONS: Order of

exemption requested pursuant to

section 6(c) of the Act from section

12(d)(1) of the Act, pursuant to sections

6(c) and 17(b) of the Act from section

17(a) of the Act, and pursuant to rule

17d–1 under the Act permitting certain

joint transactions in accordance with

section 17(d) of the Act and rule 17d–

1 thereunder.

SUMMARY OF APPLICATION: The requested

order would permit applicants to create

a ‘‘fund of funds’’ that initially will have

three portfolios. Each portfolio would

allocate substantially all of its assets

among the series of Diversified Fund or

of the Future Funds (each such series

and Future Fund is referred to

individually as an ‘‘Underlying Spoke,’’

and all such series and Future Funds,

collectively, as the ‘‘Underlying

Spokes’’) without regard to the

percentage limitations of section

12(d)(1). The Underlying Spokes, in

turn, will invest in a corresponding

series of Diversified Portfolios or of a

Future Fund (each such series and

Future Fund is referred to individually

as an ‘‘Underlying Hub,’’ and all such

series and Future Funds, collectively, as

the ‘‘Underlying Hubs’’). The requested

order also would permit certain

affiliated joint transactions in

accordance with section 17(d) of the Act

and rule 17d–1.

FILING DATES: The application was filed

on February 6, 1995, and amended and

restated on June 2, 1995, July 12, 1995,

and December 12, 1995.

HEARING OR NOTIFICATION OF HEARINGS:

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

January 8, 1996, 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 Fifth

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

Applicants, 4 Manhattanville Road,

Purchase, New York 10577.

FOR FURTHER INFORMATION CONTACT:

Mary Kay Frech, Senior Attorney, at

(202) 942–0579, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. Diversified Fund is organized as a

Massachusetts business trust.

Diversified Portfolios is organized as a

trust under the laws of the State of New

York. Each of Diversified Fund and

Diversified Portfolios is registered as an

open–end management investment

company under the Act. Diversified

Fund currently consists of eight separate

series and Diversified Portfolios

currently consists of nine separate

series.

2. Diversified is a registered

investment adviser under the

Investment Advisers Act of 1940.

Diversified is an indirect, wholly-owned

subsidiary of AEGON USA, Inc., a

financial services holding company

whose primary emphasis is life and

health insurance and annuity and

investment products. AEGON USA, Inc.

is an indirect, wholly-owned subsidiary

of AEGON nv, a Netherlands

corporation which is a publicly traded

international insurance group.

Diversified currently is the investment

manager for Diversified Portfolios and

acts as administrator and transfer agent

for Diversified Fund. Each Underlying

Spoke organized in the future will be

administered by Diversified, and each

Underlying Hub organizer in the future

will be advised by Diversified.

Diversified Investors Securities Corp.
Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices 65711

1Hub and Spoke is a registered service mark of

Signature Financial Group, Inc.

2Because Strategic Fund under normal

circumstances will invest exclusively in shares of

the Underlying Spokes, it is not anticipated that it

will bear any portfolio brokerage expenses except

those associated with the short-term investment of

cash, if any.

(the ‘‘Distributor’’), a Delaware

corporation, acts as distributor for

Diversified Fund.

3. Applicants propose to organize The

Diversified Investors Strategic

Allocation Funds (‘‘Strategic Fund’’),

which will operate as a ‘‘fund of funds.’’

Strategic Fund will be organized as a

Massachusetts business trust, and,

subject to the receipt of the requested

order, will be registered under the Act

as a non-diversified, open-end,

management investment company.

Strategic Fund initially will have three

series or portfolios, identified as the

Aggressive Portfolio, the Moderate

Portfolio, and the Conservative Portfolio

(collectively referred to as the

‘‘Portfolios,’’ or individually as a

‘‘Portfolio’’). Each Portfolio will invest

all of its investable assets in shares of

the Underlying Spokes and will allocate

and reallocate its assets among the

Underlying Spokes. Investments also

may be made in money market

investments for cash management and

temporary defensive purposes.

4. The Underlying Spokes are, or will

be, ‘‘feeder’’ (or ‘‘spoke’’) funds in a

‘‘master-feeder’’ (or ‘‘Hub and

Spoke’’) 1 structure in which there are

other feeders investing in the master

funds. Each of the existing Underlying

Spokes invests, and each future

Underlying Spoke will invest, all of its

investable assets in an Underlying Hub

having the same investment objective

and policies as the Underlying Spoke.

Each current Underlying Hub has one or

more sub-advisers who are responsible

for its day-to-day investment selections.

In addition to the Underlying Spokes,

each of the existing Underlying Hubs

has a number of additional ‘‘spokes,’’

including a bank sponsored collective

trust, insurance company separate

accounts established in respect of

variable annuity contracts which are

registered as unit investment trusts, and

non-registered insurance company

separate accounts. In the future, each

Underlying Hub may sell interests to

other eligible entities to the extent

permitted by applicable law.

5. Allocations of a Portfolio’s assets

among shares of the Underlying Spokes

will be made consistent with its

investment objective. For example, it is

anticipated that the Aggressive Portfolio

would, under normal circumstances,

invest substantially all of its assets in

Underlying Spokes/Hubs that invest in

equity securities. The Underlying

Spokes/Hubs in which each Portfolio

may invest will be described in the

Portfolio’s prospectus. In addition, the

prospectus will disclose the general

ranges for investment by the Portfolio in

each type of Underlying Spoke (i.e.,

equity, fixed-income, and money

market), and in each specific

Underlying Spoke. Shareholders will

receive disclosure of any changes in the

identity of the Underlying Spokes in

which the Portfolio may invest (e.g., if

a new Underlying Spoke is included) or

any changes in the investment ranges.

Allocations of a Portfolio’s assets among

Underlying Spokes initially will be

made, and subsequently adjusted,

consistent with quantitative and other

market and economic analyses

administered by Diversified in its role as

investment manager to Strategic Fund.

6. It currently is contemplated that

Strategic Fund will be sold without a

front-end or deferred sales charge, and

will not have a rule 12b–1 distribution

plan. The only direct expense payable

by Strategic Fund will be an asset

allocation and administrative fee, which

initially will be at a rate of .20% per

annum of average daily net assets for

each Portfolio.2 In return for the fee,

Diversified will furnish Strategic Fund

with all operating and administrative

services and will pay all of the operating

expenses (e.g., the fees and expenses of

Strategic Fund’s independent trustees

and the minimal fees and expenses

associated with the preparation and

audit of its financial statements, but not

portfolio brokerage expenses) for

Strategic Fund.

7. Each existing Underlying Spoke

and Underlying Hub is, and, subject to

the right to institute such fees and

charges to the extent permitted in

condition 5 below, each future

Underlying Spoke and Underlying Hub

will be, sold without a front-end or

deferred sales charge. The shareholders

of Strategic Fund, however will pay

indirectly their proportional share of the

expenses of each Underlying Spoke in

which Strategic Fund invests. These

expenses include (a) an administration

fee payable to Diversified, which covers,

among other things, the expenses of

transfer agency services, (b) rule 12b–1

fees, which are payable by the existing

Underlying Spokes at a maximum rate

of .25% per annum of net assets, and (c)

other customary expenses of registered

investment companies, primarily

consisting of compensation to

independent trustees, insurance

premiums, fees and expenses of

independent auditors and legal counsel,

and accounting expenses. The expenses

also include the Underlying Spokes

proportional share of the expenses of

the Underlying Hubs in which they

invest, which include advisory fees and

other customary expenses of registered

investment companies.

8. Applicants may, although they do

not contemplate doing so in the near

future, enter into a special servicing

agreement (the ‘‘Servicing Agreement’’),

pursuant to which the Distributor will

provide all distribution and

distribution-related services relating to

Strategic Fund. The Servicing

Agreement would provide that a portion

of each Underlying Spoke’s rule 12b–1

fees attributable to shares held by

Strategic Fund may be used to

reimburse the Distributor for expenses

incurred in rendering distribution and

distribution-related services to the

Portfolios. Each Underlying Spoke thus

would be permitted to pay rule 12b–1

fees in respect of distribution of shares

of a Portfolio, but only to the extent that

the Portfolio has invested in the

Underlying Spoke.

Applicants’ Legal Analysis

A. Section 12(d)(1)

1. Section 12(d)(1)(A) provides that no

registered investment company may

acquire securities of another investment

company if such securities represent

more than 3% of the acquired

company’s outstanding voting stock,

more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

any other acquired investment

companies, represent more than 10% of

the acquiring company’s total assets.

Section 12(d)(1)(B) provides that no

registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 6(c) provides that the SEC

may exempt persons or transactions 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. Applicants

request an order under section 6(c)

exempting them from section 12(d)(1) to

permit Strategic Fund to invest in the

Underlying Spokes in excess of the

percentage limitations of section

12(d)(1).
65712 Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices

3. Applicants propose to organize

Strategic Fund to provide investors with

a simple means of investing in a

diversified mutual fund investment

program tailored by investment

professionals to different investment

goals and risk tolerances. Applicants

believe that Strategic Fund will provide

an alternative to other programs that

investors turn to for diversification and

asset allocation advice, such as wrap fee

programs using mutual funds and intercomplex funds of funds.

4. Section 12(d)(1) is intended to

mitigate or eliminate actual or potential

abuses which might arise when one

investment company acquires shares of

another investment company. These

abuses include the acquiring fund

imposing undue influence over the

management of the acquired funds

through the threat of large-scale

redemptions, the acquisition by the

acquiring company of voting control of

the acquired company, the layering of

sales charges, advisory fees, and

administrative costs, and the creation of

a complex pyramidal structure which

may be confusing to investors.

5. Applicants believe that Strategic

Fund is structured in a manner

consistent with the intent of section

12(d)(1) and which avoids the abuses

intended to be prevented by that

section. Applicants state that the

proposed structure of Strategic Fund is

very different from the structure of the

investment companies whose practices

led to the adoption of section 12(d)(1)

and its amendment in 1970. Strategic

Fund and the Underlying Spokes and

the Underlying Hubs are part of the

same group of investment companies,

and each of these funds is or will be a

registered investment company subject

to the protections of the Act. In

addition, because Diversified will be the

investment adviser to Strategic Fund

and each of the Underlying Hubs,

applicants assert that it will be obligated

to treat each fund fairly and impartially

in the exercise of its fiduciary

obligations. Diversified also will be

subject to its fiduciary obligation to

avoid self-dealing, therefore, it may not

enter into transactions solely for the

purpose of benefitting Diversified at the

expense of Strategic Fund or any of the

Underlying Hubs. Finally, applicants

argue that Diversified’s self-interest will

prompt it to maximize benefits to all

shareholders, and not disrupt the

operations of Strategic Fund or any of

the Underlying Spokes or Underlying

Hubs.

6. Applicants believe that, although

the proposed structure of Strategic Fund

could be deemed to involve three levels

of fees rather than two levels, this does

not change the analysis with respect to

the requested relief. Applicants assert

that the structure of the Underlying

Spokes and the Underlying Hubs does

not create a layering of fees of the type

that section 12(d)(1) was meant to

address. They argue that this structure,

which is specifically permitted by

section 12(d)(1)(E), merely separates

typical mutual fund expenses into two

distinct levels. The expenses of the

Underlying Spokes generally are limited

to fund administrative and operating

expenses (primarily the administration

fee and the rule 12b–1 fee). The

expenses of the Underlying Hubs

generally are limited to investment

advisory fees, custodian fees, portfolio

accounting fees, and fees for transfer/

accounting services. Thus, applicants

assert that there is no significant overlap

in the various expenses incurred at the

hub level and at the spoke level, and

that it is appropriate to collapse these

two levels for purposes of the analysis

of the operation of Strategic Fund.

7. Applicants believe that, while

Strategic Fund could invest directly in

the Underlying Hubs (and accordingly

impose the same expenses that are

charged at the level of the Underlying

Spokes directly on Strategic Fund), the

proposed structure has advantages for

shareholders. Applicants assert that the

proposed structure will offer

shareholders a clearly defined choice

either to allocate and reallocate their

assets among the Underlying Spokes of

their choosing, or to pay the incremental

asset allocation fee so that Strategic

Fund will make the asset allocation

decisions. In addition, they argue that

investing in the Underlying Spokes

rather than directly in the Underlying

Hubs serves to facilitate the Hub and

Spoke accounting function and avoid

the extra costs that would be incurred

if a Portfolio invested directly in several

Underlying Hubs.

8. Applicants assert that there will be

no layering of fees as a consequence of

the Strategic Fund structure which will

result in fees in excess of those

permitted to be imposed by a single

fund. Subject to the right to institute

such fees and charges to the extent

permitted in condition 5 below, it

currently is contemplated that Strategic

Fund will not impose, and no

Underlying Spoke will impose, any

front-end or deferred sales charge. The

existing Underlying Spokes currently

are permitted to pay the Distributor rule

12b–1 fees at a maximum rate of .25%

per annum of net assets. Applicants

have agreed that any sales charges or

service fees charged with respect to

Strategic Fund (including those paid at

the Underlying Spoke level) will not

exceed the limits set forth in the Rules

of Fair Practice of the National

Association of Securities Dealers, Inc.

9. Applicants believe that Strategic

Fund’s asset allocation and

administrative fee will be justified by

the incremental benefits, not otherwise

available, of the professional asset

allocation service that Diversified will

provide for investors choosing to invest

in Strategic Fund rather than in specific

Underlying Spokes, as well as

compensate Diversified for the operating

and administrative obligations it will

undertake with respect to Strategic

Fund. Applicants assert that many

investors who have little interest or

experience in selecting investments feel

a need to seek professional advice in

order to achieve successful asset

allocation and diversification for initial

investments and changes in their

mutual fund mix. Applicants believe

that Strategic Fund will provide

investors with a competitive and viable

alternative to other mutual fund based

asset allocation programs. Accordingly,

applicants believe that the requested

exemption from section 12(d)(1) is

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policies of the Act.

B. Section 17(a)

1. Section 17(a) makes it unlawful for

an affiliated person of a registered

investment company to sell securities

to, or purchase securities from, the

company. Section 17(b) provides that

the SEC shall exempt a proposed

transaction from section 17(a) if

evidence establishes that: (a) the terms

of the proposed transaction are

reasonable and fair and do not involve

overreaching; (b) the proposed

transaction is consistent with the

policies of the registered investment

company involved; and (c) the proposed

transaction is consistent with the

general provisions of the Act.

2. Applicants request exemptive relief

from the prohibitions of section 17(a) to

allow the transactions described in the

application. Applicants believe that the

relief is consistent with the standards of

section 17(b). Applicants assert that the

terms of the proposed transaction are

reasonable and fair because the

shareholders in Strategic Fund will

benefit from the valuable incremental

services provided as a result of the

proposed structure and from savings

that accrue based upon their individual

situations, such as by not having to pay

fees to a financial adviser or sales

commissions to a broker-dealer.

Strategic Fund shareholders also will

receive practical benefits from the
Federal Register / Vol. 60, No. 244 / Wednesday, December 20, 1995 / Notices 65713

consolidation of records and reports,

and the general ease of investing in one

fund instead of several. In addition, in

return for the indirect expenses of

investing in the Underlying Spokes and

the Underlying Hubs, the Portfolios and

their shareholders will benefit to the

same extent as other shareholders in the

Underlying Spokes from the

administrative services provided to the

Underlying Spokes and the portfolio

management services provided to the

Underlying Hubs.

C. Section 17(d) and Rule 17d–1

1. Section 17(d) prohibits an affiliated

person of a registered investment

company, or an affiliated person of such

person, acting as principal, from

effecting any transaction in which such

investment company is a joint, or joint

and several, participant with such

person in contravention of SEC rules

and regulations. Rule 17d–1 provides

that an affiliated person of a registered

investment company or an affiliated

person of such person, acting as

principal, shall not participate in, or

effect any transaction in connection

with, any joint enterprise or other joint

arrangement in which the registered

investment company is a participant

unless the SEC has issued an order

approving the arrangement.

2. Applicants believe that all

shareholders of the Underlying Spokes,

including Strategic Fund, will benefit

equally from the distribution and

distribution-related services received

from the Distributor, which services will

be financed, in part, from rule 12b–1

fees. Under the Servicing Agreement,

the distribution-related expenses

relating to Strategic Fund would be paid

from the rule 12b–1 fees of the

Underlying Spokes only up to the

amount of such fees attributable to the

shares of the Portfolios, and no

Underlying Spoke would be required to

pay any additional distribution-related

expenses attributable to the Portfolios.

In addition to the benefit to each

Portfolio from the sale of its shares,

applicants assert that each Underlying

Spoke would receive a benefit from the

sale of shares of the Portfolios to the

extent that a Portfolio invests in such

Underlying Spoke. Applicants submit

that, based on these considerations: (a)

Strategic Fund may create benefits for

the Underlying Spokes; (b) the benefits

would be shared by the Underlying

Spokes in proportion to their assets; (c)

the Underlying Spokes and Strategic

Fund would participate in the

arrangement on the same or

substantially the same basis; (d) none of

the Underlying Spokes, the Underlying

Hubs, Strategic Fund, Diversified, or the

Distributor would be advantaged or

disadvantaged over one another; and (e)

the entire arrangement would be

consistent with the provisions, policies,

and purposes of the Act.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. Strategic Fund and each

Underlying Spoke and Underlying Hub

will be part of the same ‘‘group of

investment companies,’’ as defined in

rule 11a–3 under the Act.

2. No Underlying Hub shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

3. A majority of the trustees of

Strategic Fund will not be ‘‘interested

persons,’’ as defined in section 2(a)(19)

of the Act (the ‘‘Independent Trustees’’).

4. Before approving any advisory

contract under section 15 of the Act, the

trustees of Strategic Fund, including a

majority of the Independent Trustees,

shall find that advisory fees charged

under such contract are based on

services provided that are in addition to,

rather than duplicative of, services

provided pursuant to any Underlying

Hub’s advisory contract. Such finding,

and the basis upon which the finding

was made, will be recorded fully in the

minute books of Strategic Fund.

5. Any sales charges or service fees

charged with respect to securities of

Strategic Fund, when aggregated with

any sales charges or service fees paid by

Strategic Fund with respect to securities

of the Underlying Spokes, shall not

exceed the limits set forth in Article III,

section 26, of the Rules of Fair Practice

of the National Association of Securities

Dealers, Inc.

6. Applicants agree to provide the

following information, in electronic

format, to the Chief Financial Analyst of

the Division: monthly average total

assets for each Portfolio and each of its

Underlying Spokes and Underlying

Hubs; monthly purchases and

redemptions (other than by exchange)

for each Portfolio and each of its

Underlying Spokes and underlying

Hubs; monthly exchanges into and out

of each Portfolio and each of its

Underlying Spokes; month-end

allocations of each Portfolio’s assets

among its Underlying Spokes; annual

expense ratios for each Portfolio and

each of its Underlying Spokes and

Underlying Hubs; and a description of

any vote taken by the shareholders of

any Underlying Spoke, including a

statement of the percentage of votes cast

for and against the proposal by Strategic

Fund and by the other shareholders of

the Underlying Spoke. Such information

will be provided as soon as reasonably

practicable following each fiscal yearend of Strategic Fund (unless the Chief

Financial Analyst shall notify Strategic

Fund or Diversified in writing that such

information need no longer be

submitted).

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–30861 Filed 12–19–95; 8:45 am]

BILLING CODE 8010–01–M

FEDERAL MARITIME COMMISSION

Security for the Protection of the

Public Indemnification of Passengers

for Nonperformance of Transportation;

Notice of Issuance of Certificate

(Performance)

Notice is hereby given that the

following have been issued a Certificate

of Financial Responsibility for

Indemnification of Passengers for

Nonperformance of Transportation

pursuant to the provisions of Section 3,

Public Law 89–777 (46 U.S.C. 817(e))

and the Federal Maritime Commission’s

implementing regulations at 46 C.F.R.

part 540, as amended:

The Peninsular and Oriental Steam

Navigation Company, Princess Cruises, Inc,

and P & O Cruises (UK) Limited, 77 New

Oxford Street, London WCIA 1PP, England,

Vessels: CANBERRA, ORIANA and

VICTORIA

Dated: December 15, 1995.

Joseph C. Polking,

Secretary.

[FR Doc. 95–30926 Filed 12–19–95; 8:45 am]

BILLING CODE 6730–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–21596; 811–4607]

Eaton Vance High Income Trust;

Notice of Application

December 13, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Easton Vance Income Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.