8262 Federal Register / Vol. 60, No. 29 / Monday, February 13, 1995 / Notices

1The NASD originally submitted the proposed

rule change on November 28, 1994. On December

13, 1994, the NASD filed Amendment No. 1 to its

filing requesting that certain language be deleted

and substituted with the word ‘‘unchanged’’. This

order reflects the amendment.

2 15 U.S.C. 78s(b)(1).

3 17 CFR 240.19b–4.

4Securities Exchange Act Release No. 35150

(December 23, 1994), 60 FR 1808.

5 15 U.S.C. Sec. 78o–3.

6 17 CFR 200.30–3(a)(12).

Exchange Commission at the address

below. Direct any comments concerning

the accuracy of the estimated average

burden hours for compliance with the

Commission rules and forms to David T.

Copenhafer, Acting Director, Office of

Information Technology, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549 and the

Clearance Officer for the Securities and

Exchange Commission, Project Number

3235–0012, Office of Management and

Budget, New Executive Office Building,

Room 3208, Washington DC 20503.

Dated: February 3, 1995.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3495 Filed 2–10–95; 8:45 am]

BILLING CODE 8010–01–M

Release No. 34–35334; File No. SR–NASD–

94–63]

Self-Regulatory Organizations; Order

Approving Proposed Rule Change by

National Association of Securities

Dealers, Inc., Relating to Numbering

and Terminology of Rules and

Correction of Cross References

February 6, 1995.

On December 13, 1994, the National

Association of Securities Dealers, Inc.

(‘‘NASD’’ or ‘‘Association’’) filed a

proposed rule change 1 that recognizes

the NASD Manual with the Securities

and Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) pursuant to Section

19(b)(1) of the Securities Exchange Act

of 1934 (‘‘Act’’) 2 and Rule 19b–4

thereunder.3 The Commission

published notice of the proposed rule

change in the Federal Register on

January 5, 1995.4 No comments were

received in response to the notice. For

the reasons discussed below, the

Commission is approving the proposed

rule change.

The rule change amends Articles I, III,

IV, V, VII, VIII, IX, XII and XVII of the

By-Laws; and Articles, I, II, III, IV and

V of the Rules of Fair Practice. The new

language was included in the notice of

the proposed rule change. The

amendments are part of a multi-phase

program in which the NASD is

reorganizing the NASD Manual to make

it easier to use by members and other

users. The amendments are a nonsubstantive reordering of the existing

rules, interpretations, and other

provisions of the Manual intended to

establish a more logical progression of

rules within the Manual. All rules in the

NASD Manual, including not only the

current Rules of Fair Practice, but also,

for example, such specialized rules as

the Government Securities Rules,

Nasdaq Rules, and the Code of

Arbitration Procedure will be numbered

consecutively throughout the Manual

and considered together as ‘‘Rules. The

amendments will require certain

changes in numbering and terminology

in the By-Laws and Rules of the NASD.

In addition, a common numbering and

naming scheme for subdivisions within

a Rule will be used. Discussion of the

specific changes were included in the

Federal Register notice.

The Commission finds the proposed

rule change consistent with the

provisions of Section 15A(b)(6) of the

Act,5 in that the proposal simplifies the

terminology used for rules and corrects

inadvertent errors and omissions. The

Commission believes that making the

NASD Manual easier to use may

enhance the protection of investors and

the public interest.

It is therefore ordered, pursuant to

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

proposed rule change SR–NASD–94–64

be, and hereby is, approved, effective

February 9, 1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.6

[FR Doc. 95–3496 Filed 2–10–95; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

20883; 812–9304]

Frank Russell Investment Company, et

al.; Notice of Application

February 6, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Frank Russell Investment

Company, including all current and

future series thereof, (the ‘‘Investment

Company’’); Frank Russell Investment

Management Company (‘‘FRIMCo’’),

Russell Fund Distributors, Inc. (‘‘RFD’’),

and all future registered open-end

management investment companies

distributed by RFD or for which

FRIMCo serves in the future as

investment adviser, or for which any

person controlling, controlled by, or

under common control with FRIMCo

(within the meaning of section 2(a)(9) of

the Act) may in the future serve as

investment adviser.

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act for

conditional exemptions from sections

18(f), 18(g), and 18(i) of the Act.

SUMMARY OF APPLICATION: Applicants

seek an order that would permit them to

issue an unlimited number of classes of

shares representing interests in the same

portfolio of securities.

FILING DATE: The application was filed

on October 25, 1994, and was amended

on January 9, 1995, and on February 1,

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

March 3, 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, 909 A Street, Tacoma,

Washington 98402.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Wagman, Staff Attorney, (202)

942–0654, or Barry D. Miller, Senior

Special Counsel, (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. The Investment Company is a

Massachusetts business trust registered

under the Act as an open-end

management investment company. The

Investment Company is a series

company and consists of twenty-two

separate series, each of which has

separate investment objectives and

policies (the existing and future series of

the Investment Company are

collectively referred to as the ‘‘Funds’’).

FRIMCo is the investment adviser (the
Federal Register / Vol. 60, No. 29 / Monday, February 13, 1995 / Notices 8263

1Existing shares of the Funds are expected to

comprise one or more different classes.

2 Twelve of the Funds (the ‘‘Internal Fee Funds’’)

follow the conventional practice of paying FRIMCo

a management fee from Fund assets. Ten of the

Funds (the ‘‘External Fee Funds’’) require investors

to pay a management fee directly to FRIMCo

pursuant to contracts between each investor and

FRIMCo. Each shareholder of an External Fee Fund

pays the same pro rata amount for advisory services

as each other shareholder of the Fund. In the future,

FRIMCo may elect to ‘‘internalize’’ the portion of

the management fee attributable to advisory

services, administrative services, or both, so that

fees for those services are deducted from Fund

assets in the same manner as done for the Internal

Fee Funds. In no event, if the requested relief is

granted, would a Fund issue both a class of shares

with an internal fee arrangement and one with an

external fee arrangement.

3These plans will have a separate trustee who is

vested with investment discretion as to plan assets,

will have limitations on the ability of plan

beneficiaries to access their plan investments

without incurring adverse tax consequences, and

will not include self-directed plans.

‘‘Adviser’’) and RFD is the distributor of

the Investment Company. The Funds

consist of both money market funds and

funds with fluctuating net asset values,

the shares of which are sold and

redeemed daily at net asset value

without a sales or redemption change.

2. Applicants proposed to create a

multi-class distribution system.1 The

Investment Company would be

permitted to offer an unlimited number

of additional classes of shares (‘‘New

Shares’’) in connection with (a) a plan

adopted pursuant to rule 12b–1 under

the Act (the ‘‘Services Plan’’); and/or (b)

a non-rule 12b–1 administrative plan

(the ‘‘Shareholder Administrative

Plan’’); or (c) neither the Services Plan

nor the Shareholder Administrative

Plan (collectively, the ‘‘Plans’’). The

services provided pursuant to the Plans

will augment or replace (and not be

duplicative of) the services to be

provided to the Funds by FRIMCo and

RFD. Applicants propose to ‘‘unbundle’’

the services to be provided to the Funds

to permit organizations, such as brokerdealers or banks, to select those services

they wish to provide to their customers

under Services Plan agreements and/or

Shareholder Administrative Plan

agreements (collectively, ‘‘Plan

Agreement’’).2

3. A Fund would pay the distributor

and/or an organization for its services

and assistance in accordance with the

terms of its particular Plan Agreement(s)

(the ‘‘Plan Payments’’). Plan Payments

will not exceed the limits imposed

under Article III, Section 26 of the Rules

of Fair Practice of the National

Association of Securities Dealers

(‘‘NASD’’).

4. The New Shares of a Fund would

be identical in all respects, except that:

(a) Each class of New Shares would

have a different class designation; (b)

each class of New Shares offered in

connection with a Plan would bear the

expense of the Plan Payments

applicable to such class; (c) each class

of New Shares could, as more fully

described below, also bear certain other

expenses (‘‘Class Expenses’’) that are

directly attributable only to the class; (d)

only the holders of the New Shares of

the class or classes involved would be

entitled to vote on matters pertaining to

a Plan and any related agreements

relating to such class or classes; and (e)

classes of New Shares may have

different exchange privileges.

5. Expenses of the Investment

Company that cannot be attributed

directly to any one Fund will be

allocated to each Fund based on the

relative net assets of such Fund

(‘‘Investment Company Expenses’’).

Expenses that may be attributable to a

Fund but not to a particular class will

be allocated to a class (‘‘Fund

Expenses’’).

6. FRIMCo may choose to reimburse

or waive Class Expenses of certain

classes on a voluntary, temporary basis.

The amount of Class Expenses waived

or reimbursed by FIRMCo may vary

from class to class. Class Expenses are,

by their nature, specific to a given class

and therefore are expected to vary from

one class to another. Applicants thus

believe that it is acceptable and

consistent with shareholder

expectations to reimburse or waive

Class Expenses at different levels for

different classes of the same Fund.

7. In addition, FRIMCo may waive or

reimburse Investment Company

Expenses and/or Fund Expenses (with

or without a waiver or reimbursement of

Class Expenses) but only if the same

proportionate amount of Investment

Company Expenses and/or Fund

Expenses is waived or reimbursed for

each class. Thus, any Investment

Company Expenses that are waived or

reimbursed would be credited to each

class of a Fund based on the relative net

assets of the classes. Similarly, any

Fund Expenses that are waived or

reimbursed would be credited to each

class of that Fund according to the

relative net assets of the classes.

Investment Company Expenses and

Fund Expenses apply equally to all

classes of a given Fund. Accordingly, it

may not be appropriate to waive or

reimburse Investment Company

Expenses or Fund Expenses at different

levels for different classes of the same

Fund.

8. The Investment Company may also

offer classes of shares (‘‘Institutional

Shares’’) that are available solely to: (a)

Unaffiliated benefit plans, such as

qualified retirement plans, other than

individual retirement accounts and selfemployed retirement plans, with total

assets in excess of such minimum

amounts as the Funds may establish and

with such other characteristics as the

Funds may establish; 3 (b) tax-exempt

retirement plans of FRIMCo and its

affiliates, including the retirement plans

of FRIMCo’s affiliated brokers; (c) banks

and insurance companies that are not

affiliated with FRIMCo purchasing for

their own investment; (d) investment

companies not affiliated with FRIMCo;

and (e) endowment funds of non-profit

organizations that are not affiliated with

FRIMCo (each, an ‘‘Institutional

Investor’’).

9. Each class of Institutional Shares

will have attributes designed to meet

specific investment needs of a particular

category of Institutional Investor.

Institutional Shares will be subject to

either lower or no servicing fees under

any Plan, and may bear lower transfer

agency fees and other operating

expenses than some other classes of

shares. Only Institutional Investors will

be eligible to invest in Institutional

Shares. Applicants may choose not to

make a particular class of Institutional

Shares available to one or more

categories of Institutional Investors.

No Institutional Investor that is

eligible to invest in any class of

Institutional Shares will be permitted to

invest in any class other than a class of

Institutional Shares. Accordingly, there

will be no overlap between the investors

eligible to invest in Institutional Shares

and investors eligible to invest in other

shares of a Fund.

Applicants’ Legal Analysis

1. Applicants request an order

pursuant to section 6(c) of the Act

exempting them from sections 18(f)(1)

and 18(g) of the Act to the extent that

the proposed issuance and sale of an

unlimited number of classes of new

Shares may result in a ‘‘senior security’’

prohibited by section 18(f), and in a

violation of section 18(i), to the extent

that the different voting rights

associated with such classes may be

deemed to result in one or more classes

of shares having unequal voting rights

with other classes of shares.

2. The proposed allocation of

expenses and voting rights relating to

the Plans in the manner described is

equitable and would not discriminate

against any group of shareholders. The

proposed arrangement does not involve

borrowing and does not affect a Fund’s

existing assets or reserves. Nor will the

proposed arrangement increase the

speculative character of a Fund’s shares,
8264 Federal Register / Vol. 60, No. 29 / Monday, February 13, 1995 / Notices

since all such shares will participate pro

rata in all of the Fund’s income and all

of the Fund’s expenses (with the

exception of the proposed Plan

Payments and Class Expenses).

Applicants’ Conditions

Applications agree that the order

granting the requested relief will be

subject to the following conditions:

1. Each class of shares of a Fund will

represent interests in the same portfolio

of investments, and be identical in all

respects, except for differences related

to: (a) Class designation; (b) expenses

assessed to a class pursuant to a

Services Plan or Shareholder

Administrative Plan; (c) certain Class

Expenses, which would be limited to (i)

transfer agent fees identified by the

transfer agent as being attributable to a

specific class of shares; (ii) stationery,

printing, postage, and delivery expenses

related to preparing and distributing

materials such as shareholder reports,

prospectuses, and proxies to current

shareholders of a specific class; (iii) blue

sky registration fees incurred by a class

of shares; (iv) SEC registration fees

incurred by a class of shares; (v) the

expense of the Investment Company’s

administrative personnel and services as

required to support the shareholders of

a specific class; (vi) litigation or other

legal expenses relating to one class of

shares; (vii) Trustees’ fees incurred as a

result of issues relating to one class of

shares; (viii) independent accountants’

fees related solely to a specific class of

shares; (ix) expenses incurred in

connection with shareholder meetings

as a result of issues relating to one class

of shares; and (x) account expenses

relating to a particular class of shares;

(d) voting rights as to matters

exclusively affecting one class of shares;

and (e) exchange privileges. Any

additional incremental expenses not

specifically identified above which are

subsequently identified and determined

to be properly allocated to one class of

shares shall not be so allocated until

approved by the Commission pursuant

to an amended order.

2. The Trustees of the Investment

Company, including a majority of the

independent Trustees, will approve the

offering of different classes of New

Shares (the ‘‘Multi-Class System’’) with

respect to a particular Fund, prior to the

implementation of the Multi-Class

System by the Fund. The minutes of the

meetings of the Trustees regarding the

deliberations of the Trustees with

respect to the approval necessary to

implement the Multi-Class System will

reflect in detail the reasons for the

Trustees’ determination that the

proposed Multi-Class System is in the

best interests of the Fund and its

shareholders.

3. The initial determination of the

Class Expenses, if any, that will be

allocated to a particular class and any

subsequent changes thereto will be

reviewed and approved by a vote of the

Board of Trustees of the Investment

Company, including a majority of the

independent Trustees. Any person

authorized to direct the allocation and

disposition of monies paid or payable

by a Fund to meet Class Expenses shall

provide to the Board of Trustees, and

the Trustees shall review, at least

quarterly, a written report of the

amounts so expanded and the purposes

for which such expenditures were

made.

4. On an ongoing basis, the Trustees,

pursuant to their fiduciary

responsibilities under the Act and

otherwise, will monitor the Funds for

the existence of any material conflicts

among the interests of the various

classes of shares. The Trustees,

including a majority of the independent

Trustees, shall take such action as is

reasonably necessary to eliminate any

such conflicts that may develop.

FRIMCo and RFD will be responsible for

reporting any potential or existing

conflicts to the Trustees. If a conflict

arises, FRIMCo and RFD at their own

cost will remedy such conflict up to and

including establishing a new registered

management investment company.

5. RFD, as the Investment Company’s

distributor, will adopt compliance

standards as to when each class of

shares may be sold to particular

investors. Applicants will require all

persons selling shares of the Funds to

agree to conform to such standards.

Such compliance standards will require

that all investors eligible to purchase

Institutional Shares be sold only

Institutional Shares, rather than any

other class of shares offered by the

Fund.

6. The Shareholder Administrative

Plan will be adopted and operated in

accordance with the procedures set

forth in rule 12b–1 (b) through (f) as if

the expenditures made thereunder were

subject to rule 12b–1, except that

shareholders need not enjoy the voting

rights specified in rule 12b–1.

7. The Trustees will receive quarterly

and annual statements concerning the

amounts expended under the

Shareholder Administrative Plan and

Services Plan and the related Plan

Agreements complying with paragraph

(b)(3)(ii) of rule 12b–1, as it may be

amended from time to time. In the

statements, only expenditures properly

attributable to the sale or servicing of a

particular class of shares will be used to

justify any distribution or servicing fee

charged to that class. Expenditures not

related to the sale or servicing of a

particular class will not be presented to

the Trustees to justify any fee

attributable to that class. The

statements, including the allocations

upon which they are based, will be

subject to the review and approval of

the independent Trustees in the exercise

of their fiduciary duties.

8. Dividends paid by a Fund with

respect to a class of shares will be

calculated in the same manner, at the

same time, on the same day, and will be

in the same per share amount as

dividends paid by that Fund with

respect to each other class of shares of

the Fund, except that the amount of

dividends declared and paid by a

particular class may be different from

another class because Plan Payments

made by a class under its Plan and any

Class Expenses will be borne

exclusively by the affected class.

9. The methodology and procedures

for calculating the net asset value and

dividends/distributions of the various

classes and the proper allocation of

expenses among the classes has been

reviewed by an expert (the ‘‘Expert’’)

who has rendered a report to the

applicants concluding that such

methodology and procedures are

adequate to ensure that such

calculations and allocations would be

made in an appropriate manner. The

Expert’s report is attached as Exhibit F

to the originally filed application, and is

incorporated by reference. On an

ongoing basis, the Expert, or an

appropriate substitute Expert, will

monitor the manner in which the

calculations and allocations are being

made and, based upon such review, will

render at least annually a report to the

Investment Company that the

calculations and allocations are being

made properly. The reports of the

Expert will be filed as part of the

periodic reports filed with the

Commission pursuant to sections 30(a)

and 30(b)(1) of the Act and the work

papers of the Expert with respect to

such reports, following request by the

Investment Company (which the

Investment Company agrees to provide),

will be available for inspection by the

Commission staff upon written request

by a senior member of the Division of

Investment Management or a regional

office of the Commission. Authorized

staff members would be limited to the

director, an associate director, the chief

accountant, the chief financial analyst,

an assistant director, and any regional

administrators or associate and assistant

administrators. The initial report of the

Expert is a ‘‘Special Purpose’’ report on
Federal Register / Vol. 60, No. 29 / Monday, February 13, 1995 / Notices 8265

‘‘policies and procedures placed in

operation’’ in accordance with

Statements on Auditing Standards

(‘‘SAS’’) No. 70. ‘‘Reports on the

Processing of Transactions by Service

Organizations,’’ of the American

Institute of Certified Public Accountants

(‘‘AICPA’’). Ongoing reports will be

reports on ‘‘policies and procedures

placed in operation and tests of

operating effectiveness’’ prepared in

accordance with SAS No. 70 of the

AICPA, as it may be amended from time

to time, or in similar auditing standards

as may be adopted by the AICPA from

time to time.

10. Applicants have adequate

facilities in place to ensure

implementation of the methodology and

procedures for calculating the net asset

value and dividends/distributions of the

various classes of shares and the proper

allocation of expenses among the classes

of shares and this representation has

been concurred with by the Expert in

the initial report referred to in condition

9, above, and will be concurred with by

the Expert or an appropriate substitute

Expert on an ongoing basis, at least

annually, in the ongoing reports referred

to in that condition. Applicants will

take immediate corrective action if the

Expert, or appropriate substitute Expert,

does not so concur in the ongoing

reports.

11. The prospectuses of each class of

a Fund will include a statement to the

effect that a salesperson and any other

person entitled to receive compensation

for selling or servicing shares may

receive different compensation with

respect to one particular class of shares

over another in the Fund.

12. The conditions pursuant to which

the exemptive order is granted and the

duties and responsibilities of the

Trustees with respect to the Multi-Class

System will be set forth in guidelines to

be furnished to the Trustees.

13. Each Fund will disclose the

respective expenses, performance data,

distribution arrangements, exchange

privileges, services, Shareholder

Administrator Fees, and Services Fees

applicable to each class of shares, other

than Institutional Shares, in every

prospectus, regardless of whether all

classes of shares are offered through

each prospectus. Institutional Shares

will be offered solely pursuant to

separate prospectuses. The prospectus

for a class of Institutional Shares will

disclose the existence of the Fund’s

other classes, and a prospectus for a

non-Institutional share class will

disclose the existence of Institutional

Shares and will identify the persons

eligible to purchase Institutional Shares.

The Fund will disclose the respective

expenses and performance data

applicable to all classes of shares in

every shareholder report. The

shareholder reports will contain, in the

statement of assets and liabilities and

statement of operations, information

related to the Fund as a whole generally

and not on a per class basis. Each

Fund’s per share data, however, will be

prepared on a per class basis with

respect to all classes of shares of such

Fund. To the extent any advertisement

or sales literature describes the expenses

or performance data applicable to any

class of shares, it will also disclose the

respective expenses and/or performance

data applicable to all classes of shares,

except Institutional Shares. Advertising

materials reflecting the expenses or

performance data for a class of

Institutional Shares will be available

only to those persons eligible to

purchase that class of Institutional

Shares. The information provided by

applicants for publication in any

newspaper or similar listing of the

Fund’s net asset value and public

offering price will present each class of

shares, except Institutional Shares,

separately.

14. Applicants acknowledge that the

grant of the requested exemptive order

does not imply Commission approval,

authorization of, or acquiescence in, any

particular level of payments that a Fund

may make to organizations pursuant to

any Plan in reliance on the exemptive

order.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3459 Filed 2–10–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

[License No.: 09/79–0402]

AVI Capital L.P.; Notice of Issuance of

a Small Business Investment Company

License

On September 15, 1994, a notice was

published in the Federal Register (59

FR 47366) stating that an application

had been filed by AVI Capital, L.P., One

First Street, Suite 12, Los Altos, CA

94022, with the Small Business

Administration (SBA) pursuant to

§ 107.102 of the Regulations governing

small business investment companies

(13 CFR 107.102 (1994)) for a license to

operate as a small business investment

company.

An additional limited partner of AVI

III, Nynex Corporation, is expected to

indirectly own 10 percent or more of the

capital of Applicant. Also, AVI Partners

Growth Fund II, L.P. (AVI PGF II) will

not be providing capital to the

Applicant. Accordingly, the Applicant

will begin operations with private

capital of $21.9 million solely from

Associated Ventures III, L.P. (AVI III)

and AVI Silicon Valley Partners, L.P.

(AVI SVP).

Interested parties were given until

close of business September 30, 1994 to

submit their comments to SBA. No

comments were received.

Notice is hereby given that, pursuant

to section 301(c) of the Small Business

Investment Act of 1958, as amended,

after having considered the application

and all other pertinent information, SBA

issued License No.: 09/79–0402 on

February 6, 1995, to AVI Capital, L.P. to

operate as a small business investment

company.

(Catalog of Federal Domestic Assistance

Program No. 59.011, Small Business

Investment Companies)

Dated: February 7, 1995.

Robert D. Stillman,

Associate Administrator for Investment.

[FR Doc. 95–3523 Filed 2–10–95; 8:45 am]

BILLING CODE 8025–01–M

[License No. 05/05–0222]

Norwest Equity Partners V; Notice of

Issuance of a Small Business

Investment Company License

On December 5, 1994, a notice was

published in the Federal Register (59

FR 62439) stating that an application

had been filed by Norwest Equity

Partners V, L.P., 2800 Piper Jaffrey

Tower, 222 South Ninth Street,

Minneapolis, Minnesota 55402, with the

Small Business Administration (SBA)

pursuant to § 107.102 of the Regulations

governing small business investment

companies (13 CFR 107.102 (1994)) for

a license to operate as a non-leveraged

small business investment company.

Interested parties were given until

close of business December 19, 1994 to

submit their comments to SBA. No

comments were received.

Notice is hereby given that, pursuant

to Section 301(c) of the Small Business

Investment Act of 1958, as amended,

after having considered the application

and all other pertinent information, SBA

issued License No. 05/05–0222 on

February 6, 1995, to Norwest Equity

Partners V to operate as a small business

investment company.

(Catalog of Federal Domestic Assistance

Program No. 59.011, Small Business

Investment Companies)