7810 Federal Register / Vol. 60, No. 27 / Thursday, February 9, 1995 / Notices

a Delaware partnership (‘‘EnviroTech

Partnership’’). The interest to be

acquired by Development will represent

not more than 9.9% of the interests of

all limited partners of the EnviroTech

Partnership. The sole general partner of

the EnviroTech Partnership (‘‘General

Partner’’) will be Advent International

Limited Partnership, a Delaware limited

partnership, of which Advent

International Corporation (‘‘AIC’’) is the

general partner. AIC is a venture capital

investment firm.

In addition, Southern proposes to

provide the funds needed by

Development in order to acquire the

interests in the EnviroTech Partnership.

Such funds will be advanced to

Development as cash capital

contributions as and when contributions

by the limited partners are called by the

General Partner in accordance with the

terms of the partnership agreement.

A key objective of the EnviroTech

Partnership is to make investments in

companies (each a ‘‘Portfolio

Company’’) that will contribute to the

reduction, avoidance or sequestering of

greenhouse gas emissions; help utilities

and their customers handle waste byproducts more effectively or produce or

manufacture goods or services more cost

effectively; improve the efficiency of the

production, storage, transmission, and

delivery of energy; and provide

investors with attractive opportunities

relating to the evolving utility business

climate which meet the above

objectives.

In selecting suitable investments, the

EnviroTech Partnership will focus on

the following technology sectors, among

others: Alternate and renewable energy

technologies; environmental and waste

treatment technologies and services;

energy efficiency technologies,

processes and services;

electrotechnologies used in the

reduction of medical waste;

technologies and processes promoting

alternative energy for transportation;

and other technologies related to

improving the generation, transmission

and delivery of electricity.

The term of the EnviroTech

Partnership is 10 years from the date of

the partnership agreement, subject to

extension for up to two years upon

agreement of the General Partner and

limited partners holding 662⁄3 percent of

the combined capital contributions of

all limited partners. Subject to certain

limitations set forth in the partnership

agreement, the management, operation,

and implementation of policy of the

EnviroTech Partnership will be vested

exclusively in the General Partner.

Among other powers, the General

Partner will have discretion to invest

the partnership’s funds in accordance

with investment guidelines. The

investment guidelines may be amended

or modified only upon the affirmative

vote of limited partners representing at

least 75% of the commitments of all

limited partners.

Under the terms of the partnership

agreement the General Partner will be

paid an annual management fee equal to

21⁄2 percent of the total amount of the

capital commitments of the partners

through the first six years, thereafter

declining by 1⁄4 of 1% on each

anniversary to 1.5% commencing on the

ninth anniversary date. In addition, the

General Partner shall be entitled to

reimbursement for all reasonable

expenses incurred in the organization of

the EnviroTech Partnership up to

$195,000, and for other third party

expenses incurred on behalf of the

EnviroTech Partnership.

All EnviroTech Partnership income

and losses (including income and losses

deemed to have been realized when

securities are distributed in kind) will

generally be allocated 80% to and

among the limited partners and 20% to

the General Partner. All cash

distributions to the partners shall be

made first to the limited partners until

such time as the limited partners shall

have received aggregate distributions

equal to the aggregate of their respective

capital contributions, and thereafter

20% to the General Partner and 80% to

the limited partners. Distributions in

kind of the securities of Portfolio

Companies that are listed on or

otherwise traded in a recognized overthe-counter or unlisted securities market

may be made at the option of the

General Partner.

The partnership agreement also

provides that in the event it is likely

that an investment by the EnviroTech

Partnership would cause a limited

partner (‘‘Conflicted Partner’’) to violate,

among other things, any law or

regulation, under certain circumstances

other limited partners (each, a

‘‘Purchasing Partner’’) may purchase

from the Conflicted Partner a

proportionate interest in such an

investment by delivering to the

Conflicted Partner a note in the

principal amount of the Conflicted

Partner’s capital contributions

attributable to the portion of such

interest in the investment being

purchased. Such note will be nonrecourse to the Purchasing Partner and

will bear interest at a rate equal to 200

basis points over comparable U.S.

Treasury obligations having a five year

maturity, such interest and principal

being payable only to the extent that the

Purchasing Partner receives

distributions or payments attributable to

the interest purchased.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3282 Filed 2–8–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. IC–20879; 812–9238]

Van Kampen Merritt Equity

Opportunity Trust, Series 7, et al.;

Notice of Application

February 3, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (‘‘Act’’).

APPLICANTS: Van Kampen Merritt Equity

Opportunity Trust, Series 7 and Van

Kampen Merritt, Inc. (the ‘‘Sponsor’’).

RELEVANT ACT SECTIONS: Order requested

under sections 11(a) and 11(c).

SUMMARY OF APPLICATION: Van Kampen

Merritt Equity Opportunity Trust, Series

7 and certain Subsequent Series (the

‘‘Rollover Trust’’) and the Sponsor seek

an order permitting certain offers to

exchange units of terminating series of

the Rollover Trust for units of

subsequently offered series of the

Rollover Trust.

FILING DATES: The application was filed

on September 22, 1994, and an

amendment thereto was filed on January

25, 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

February 28, 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 reasons for

the request, and the issues contested.

Persons who wish to be notified of a

hearing may request such notification

by writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants: One Parkview Plaza,

Oakrook Terrace, Illinois 60181.

FOR FURTHER INFORMATION CONTACT:

H.R. Hallock, Jr., Special Counsel, at

(202) 942–0564 or Barry D. Miller,
Federal Register / Vol. 60, No. 27 / Thursday, February 9, 1995 / Notices 7811

1 Van Kampen Merritt Equity Opportunity Trust

has been included in the Registration of Investors

Corporate Income Trust, a taxable trust, on Form N–

8B–2, File No. 811–2754.

Senior Special Counsel, 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. The Rollover Trust will consist of

a registered unit investment trust having

multiple series, each of which will be

similar but separate and designated by

a different name and/or series number.1

Each series for which exemptive relief is

being sought will have the

characteristics described below (the

‘‘Trust Series’’). Each Trust Series will

pursue an investment objective that is

consistent with a specified investment

philosophy. The Sponsor will serve as

the sponsor and depositor for each such

Trust Series.

2. The first Trust Series of the

Rollover Trust will contain the Strategic

Ten Trust—United States Portfolio,

United Kingdom Portfolio and Hong

Kong Portfolio. Its objective will be to

provide an above-average total return

derived from dividend income and

capital appreciation by investing in

common stocks (the ‘‘Equity

Securities’’) of ten companies in the

Dow Jones Industrial Average, the

Financial Times Industrial Ordinary

Share Index and the Hang Seng Index,

respectively, having the highest

dividend yield as of the day prior to the

initial date of deposit for such Trust

Series. Future series of the Rollover

Trust may be similar to the first Trust

Series or may consist of Trust Series

with a different investment philosophy,

a different number of common stocks or

a different duration.

3. The Sponsor will be permitted to

deposit additional Equity Securities in a

Trust Series subsequent to the initial

date of deposit. Any such deposit will

result in a corresponding increase in the

number of units of such Trust Series

outstanding. Such units will be

continuously offered for sale to the

public by means of the prospectus. The

Sponsor anticipates that any additional

Equity Securities deposited in the Trust

Series in connection with the sale of

additional units will maintain, as nearly

as is practicable, the original

proportionate relationship among the

Equity Securities in the Trust Series as

of the original date of deposit of such

Trust Series. Although not obligated to

do so, the Sponsor intends to maintain

a secondary market for the units of each

Trust Series.

4. Each Trust Series will terminate on

a date (the ‘‘Mandatory Termination

Date’’) which is a specified term (e.g.,

one, three or five years) after the initial

date of deposit for such Trust Series.

Commencing on the Mandatory

Termination Date, Equity Securities will

be sold in connection with termination

of the Trust Series. The Sponsor will

determine the manner, timing and

execution of the sale of the Equity

Securities. A specified number of days

prior to the Mandatory Termination

Date of the Trust, the trustee will

provide notice thereof to all unitholders.

5. Absent another election,

unitholders will receive a cash

distribution evidencing their pro rata

share of the proceeds from the

liquidation of the Equity Securities in

the Trust Series. Unitholders who own

at least a specified number of units of

a Trust Series (e.g., 2,500 units) may

elect to receive a distribution of Equity

Securities in connection with the

termination of the Trust Series.

6. Alternatively, unitholders may

elect to have all of their units redeemed

in kind on a predetermined date which

is prior to the Mandatory Termination

Date, and to have the distributed Equity

Securities sold by the trustee. The

proceeds of such sale will be reinvested

in the units of a new Trust Series (the

‘‘Reinvestment Trust Series’’), if one is

then being offered, at a reduced sales

charge. (The option of unitholders to

make such election is referred to as the

‘‘Rollover Option,’’ and unitholders

making such election are referred to as

‘‘Rollover Unitholders’’.) The portfolio

of the Reinvestment Trust Series will

contain a specified number of common

stocks selected by the Sponsor pursuant

to the same investment philosophy

which was followed in selecting the

common stocks in the terminating Trust

Series. The number of common stocks

in the Reinvestment Trust Series and

the approximate duration of the

Reinvestment Trust Series will be the

same as those of the terminating Trust

Series.

7. The applicable sales charge upon

the initial investment in the Rollover

Trust will not exceed 3.5% of the public

offering price. The reduced sales charge

applicable to Rollover Unitholders will

be no more than 2.0% of the public

offering price.

Applicants’ Legal Analysis

1. Section 11(a) requires SEC approval

of an offer to exchange securities

between open-end investment

companies if the exchange occurs on

any basis other than the relative net

asset values of the securities to be

exchanged. Section 11(c) makes section

11(a) applicable to any type of exchange

offer of securities of registered unit

investment trusts for the securities of

any other investment company,

irrespective of the basis of exchange.

Applicants seek an order pursuant to

sections 11(a) and 11(c) of the Act

permitting them to offer the Rollover

Option in connection with the Trust

Series described above to the extent

such option is deemed to be an offer of

exchange under section 11 of the Act.

2. Applicants state that, in the

absence of the Rollover Option, a

unitholder of a terminating Trust Series

would have to pay the full sales charge

in connection with the investment in

the Reinvestment Trust Series or in

some other investment vehicle.

Pursuant to the Rollover Option,

however, the Sponsor will offer

unitholders of a Trust Series which is

currently terminating the opportunity to

invest in a Reinvestment Trust Series at

a reduced sales charge. Through the

exercise of the Rollover Option,

investors will be able to decrease their

proportionate sales charge burden while

remaining invested in a portfolio of

common stocks selected pursuant to a

particular investment philosophy,

determined on a relatively current basis.

3. Applicants state that unitholders of

Rollover Trusts will not be induced or

encouraged to participate in the

Rollover Option through an active

advertising or sales campaign. The

Sponsor recognizes its responsibility to

its customers against generating

excessive commissions through

churning and claims that the sales

charge collected will not be a significant

economic incentive to salesmen to

promote inappropriately the Rollover

Option.

4. On the basis of the foregoing, and

subject to the conditions set forth below,

Applicants submit that the Rollover

Option is 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’ Conditions

If the requested exemption from

section 11 is granted, Applicants agree

to the following conditions:

1. Whenever the Rollover Option is to

be terminated or its terms are to be

amended materially, any holder of a

security subject to that privilege will be

given prominent notice of the

impending termination or amendment

at least 60 days prior to the date of
7812 Federal Register / Vol. 60, No. 27 / Thursday, February 9, 1995 / Notices

termination or the effective date of the

amendment, provided that:

(a) No such notice need to be given if

the only material effect of an

amendment is to reduce or eliminate the

sales charge payable at the time of a

rollover; and

(b) No notice need to be given if,

under extraordinary circumstances,

either—

(i) There is a suspension of the

redemption of units of the Rollover

Trust under section 22(e) of the Act and

the rules and regulations thereunder, or

(ii) A Reinvestment Trust Series

temporarily delays or ceases the sale of

its units because it is unable to invest

amounts effectively in accordance with

applicable investment objectives,

policies and restrictions.

2. The sales charge collected at the

time of any rollover shall not exceed

2.0% of the public offering price of the

unit being acquired on each rollover.

3. The prospectus of each

Reinvestment Trust Series and any sales

literature or advertising that mentions

the existence of the Rollover Option will

disclose that the Rollover Option is

subject to modification, termination or

suspension.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3283 Filed 2–8–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF TRANSPORTATION

Notice of order Adjusting the Standard

Foreign Fare Level Index

[Docket 37554]

Section 41509(e) of Title 49 of the

United States Code requires that the

Department, as successor to the Civil

Aeronautics Board, establish a Standard

Foreign Fare Level (SFFL) by adjusting

the SFFL base periodically by

percentage changes in actual operating

costs per available seat-mile (ASM).

Order 80–2–69 established the first

interim SFFL, and Order 94–12–15

established the currently effective twomonth SFFL applicable through January

31, 1995.

In establishing the SFFL for the twomonth period beginning February 1,

1995, we have projected non-fuel costs

based on the year ended September 30,

1994 data, and have determined fuel

prices on the basis of the latest available

experienced monthly fuel cost levels as

reported to the Department.

By Order 95–2–9 fares may be

increased by the following adjustment

factors over the October 1979 level:

Atlantic................................................... 1.3924

Latin America ........................................ 1.4213

Pacific..................................................... 1.7999

Canada.................................................... 1.5129

For further information contact: Keith A.

Shangraw (202) 366–2439.

By the Department of Transportation:

February 3, 1995

Patrick V. Murphy,

Acting Assistant Secretary for Aviation and

International Affairs.

[FR Doc. 95–3223 Filed 2–8–95; 8:45 am]

BILLING CODE 4910–62–P

Notice of Order Adjusting International

Cargo Rate Flexibility Level

Policy Statement PS–109,

implemented by Regulation ER–1322 of

the Civil Aeronautics Board and

adopted by the Department, established

geographic zones of cargo pricing

flexibility within which certain cargo

rate tariffs filed by carriers would be

subject to suspension only in

extraordinary circumstances.

The Standard Foreign Rate Level

(SFRL) for a particular market is the rate

in effect on April 1, 1982, adjusted for

the cost experience of the carriers in the

applicable ratemaking entity. The first

adjustment was effective April 1, 1983.

By Order 94–12–16, the Department

established the currently effective SFRL

adjustments.

In establishing the SFRL for the twomonth period beginning February 1,

1995, we have projected non-fuel costs

based on the year ended September 30,

1994 data, and have determined fuel

prices on the basis of the latest available

experienced monthly fuel cost levels as

reported to the Department.

By Order 95–2–8 cargo rates may be

adjusted by the following adjustment

factors over the April 1, 1982 level:

Atlantic...................................................1.1709

Western Hemisphere .............................1.1160

Pacific.....................................................1.3994

For further information contact: Keith A.

Shangraw (202) 366–2439.

By the Department of Transportation:

Dated: February 3, 1995.

Patrick V. Murphy,

Acting Assistant Secretary for Aviation and

International Affairs.

[FR Doc. 95–3222 Filed 2–8–95; 8:45 am]

BILLING CODE 4910–62–P

National Highway Traffic Safety

Administration

Denial of Petition

This notice sets forth the reasons for

the denial of a petition submitted to the

National Highway Traffic Safety

Administration (NHTSA) under 49

U.S.C. § 30162 (formerly section 124 of

the National Traffic and Motor Vehicle

Safety Act of 1966, as amended).

By letter dated July 8, 1994, Mr. Kurt

B. Chadwell petitioned NHTSA to

reopen its closed defect investigation

(Engineering Analysis, EA92–030) of

power steering fluid leakage and

resulting engine compartment fires in

1988 through 1990 Ford Taurus,

Mercury Sable, and Lincoln Continental

vehicles equipped with 3.8 liter engines.

The petition also asked the NHTSA take

all actions necessary to compel the Ford

Motor Company (Ford) to initiate a

safety recall of the 429,000 subject

vehicles to remedy the alleged defect.

By letter dated September 14, 1994, Mr.

Chadwell provided additional

information. By letter dated November

9, 1994, Mr. Chadwell requested that the

investigation be expanded to include

Taurus and Sable vehicles equipped

with 2.5 liter and 3.0 liter engines.

The following are principal elements

of the subject petition:

• The petitioner takes issue with

NHTSA’s decision to close the original

investigation in October 1993.

• The petitioner states that Ford has

followed an organizational practice of

under-reporting to NHTSA the numbers

of known failure incidents in this as

well as in other investigations.

• The petitioner provides a document

maintained by the U.S. Fire

Administration in its National Fire

Incident Reporting System (NFIRS),

which lists engine compartment fires in

Taurus, Sable, and Lincoln Continental

vehicles equipped with 2.5 liter, 3.0

liter, and 3.8 liter engines. These data

are presented as the basis for the

petitioner’s request that the

investigation be expanded to include

those vehicles with 2.5 liter and 3.0 liter

engines.

In support of his claims, the petitioner

discusses information taken from

NHTSA’s public record concerning

EA92–030, other defect investigations,

and other issues regarding compliance

with Federal motor vehicle safety

standards. In addition, he cites his

personal experience as a former

employee of Ford.

Regarding the specific petition

elements as outlined above, the first

represents a basic disagreement with

NHTSA’s conclusion in closing EA92–