14998 Federal Register / Vol. 60, No. 54 / Tuesday, March 21, 1995 / Notices

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Polaris Industries, Inc.,

Common Stock, $.01 Par Value) File

No. 1–11411

March 15, 1995.

Polaris Industries, 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 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

and the Pacific Stock Exchange, Inc.

(‘‘PSE’’) 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 February 24, 1995, and

concurrently therewith the Security was

suspended from trading on the Amex.

In making the decision to withdraw

the Security from listing on the Amex,

the Company considered the direct and

indirect costs and expenses attendant on

maintaining the listing of its securities

on the NYSE, the Amex and the PSE.

The Company does not see any

particular advantage in the trading of

the Security in both the Amex and the

NYSE.

Any interested person may, on or

before April 6, 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 exchanges 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. 95–6940 Filed 3–20–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20960/812–9352]

The Roulston Family of Funds, et al.;

Notice of Application

March 16, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: The Roulston Family of

Funds (‘‘Roulston Funds’’), the

Advisors’ Inner Circle Fund (‘‘Advisors’

Fund), and Roulston & Company, Inc.

(‘‘Roulston’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) granting an

exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants

request an order to permit the series of

the Roulston Funds to acquire all of the

assets of corresponding series of the

Advisors’ Fund, in exchange for shares

of the Roulston Funds series. Because of

certain affiliations, the funds may not

rely on rule 17a–8 under the Act.

FILING DATES: The application was filed

on December 9, 1994 and amended on

February 9, 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 applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

April 10, 1995, and should be

accompanied by proof of service on

applicant, 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.

Roulston Funds and Roulston, 4000

Chester Avenue, Cleveland, Ohio 44103;

Advisors’ Fund, 2 Oliver Street, Boston,

MA 02109.

FOR FURTHER INFORMATION CONTACT:

Felice R. Foundos, Senior Attorney, at

(202) 942–0571, or Robert A. Robertson,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicants’ Representations

1. Roulston Funds, an Ohio business

trust, is registered as an open-end

management investment company.

Roulston Midwest Growth Fund

(‘‘Roulston 1’’), Roulston Growth and

Income Fund (‘‘Roulston 2’’), and

Roulston Government Securities Fund

(‘‘Roulston 3’’) (collectively, the

‘‘Acquiring Funds’’) are series of the

Roulston Funds. Roulston Research

Corporation, a wholly-owned subsidiary

of Roulston, is the principal underwriter

to the Roulston Funds and receives no

compensation for serving in such

capacity. Roulston Funds, however, has

adopted a rule 12b–1 plan pursuant to

which Roulston Research will provide

certain shareholder services and will be

paid a fee at an annual rate of .25% of

the average aggregate net asset value of

shares held in customer accounts during

the period for which Roulston Research

provides such services. The Fund/Plan

Services Inc. is the administrator and

transfer agent to the Roulston Funds.

2. Advisors’ Fund, a Massachusetts

business trust, is registered as an openend management investment company.

Advisors’ Fund has fifteen series. Three

of these series are Roulston Midwest

Growth Fund (‘‘Advisors 1’’), Roulston

Growth and Income Fund (‘‘Advisors

2’’), and Roulston Government

Securities Fund (‘‘Advisors 3’’)

(collectively, the ‘‘Acquired Funds’’).

SEI Financial Services Company, a

wholly-owned subsidiary of SEI

Corporation (‘‘SEI’’), is the principal

underwriter to the Advisors’ Fund and

receives no compensation for serving in

such capacity. SEI Financial

Management Corporation, a whollyowned subsidiary of SEI, provides

administrative and shareholder services

for the Acquired Funds. Supervised

Service Company, Inc. serves as transfer

agent and dividend disbursing agent for

the Acquired Funds.

3. Roulston serves as investment

adviser to both the Acquiring Funds and

Acquired Funds. Thomas H. Roulston,

chairman and a director of Roulston,

together with members of his immediate

family, own a controlling interest in

Roulston and beneficially owns more

than 5% of the outstanding shares of

Advisors 2 and Advisors 3.

4. Roulston 1, Roulston 2, and

Roulston 3 were created to acquire the

assets and liabilities respectively of

Advisors 1, Advisors 2, and Advisors 3.

In exchange for these assets, each

Acquired Fund will receive shares of

the respective Acquiring Fund having

an aggregate net asset value equal to the

value of net assets the Acquired Fund

exchanged. After the exchange, each
Federal Register / Vol. 60, No. 54 / Tuesday, March 21, 1995 / Notices 14999

1Roulston and Roulston Research have agreed to

waive their respective investment advisory and

12b–1 fees and absorb certain expenses for one year

following the reorganization to the extent necessary

to ensure that the expense ratios of the Acquiring

Funds do not exceed certain limits.

Acquiring Fund will liquidate and

distribute pro rata to its respective

unitholders the shares of the Acquiring

Fund it received pursuant to the

reorganization. Unitholders of the

Acquired Funds will not incur any sales

load in connection with their

acquisition of Acquiring Fund shares.

5. In connection with the proposed

reorganization, the board of trustees of

Roulston Funds, including a majority of

its disinterested trustees, approved an

agreement and plan of reorganization

(the ‘‘Plan’’) on October 20, 1994. The

board of trustees of the Advisors’ fund,

including a majority of its disinterested

trustees, approved the Plan on

November 14, 1994. In assessing the

Plan, each board considered the

following factors: (a) The compatibility

of the objectives, policies and

restrictions of the respective Acquiring

Funds and Acquired Funds, (b) the

terms and conditions of the Plan, (c) the

tax-free nature of the reorganization,

and (d) the expense ratios of the

Acquiring Funds and Acquired Funds,

including certain fee waivers.1 In

addition, applicants represent that a

principal business consideration

influencing Roulston’s recommendation

of the reorganization, and the Roulston

board’s approval of the reorganization,

was their belief, based in part on input

from unitholders, that services to

unitholders of the Acquired Funds,

particularly transfer agency services,

could be more effectively structured,

delivered, and monitored in a different

organizational setting.

6. The Acquired Funds will submit

the Plan to their unitholders for

approval at a meeting scheduled for

March 24, 1995. Applicants will deliver

to unitholders of the Acquired Funds a

prospectus/proxy statement describing

the Plan prior to their vote. In addition

to unitholder approval, the

consummation of the reorganization is

conditioned upon, among other things,

receipt from the SEC of the order

requested herein.

7. The expenses of the reorganization

are to be paid by the party directly

incurring such expenses, subject to

certain exceptions set forth in the Plan.

Applicants estimate the expenses of the

reorganization to be $70,000, of which

Roulston Funds will pay $50,000 and

Advisors’ Fund will pay $20,000.

Applicants’ Legal Analysis

1. Section 17(a) of the Act, in

pertinent part, prohibits an affiliated

person of a registered investment

company, or any affiliated person of

such a person, acting as principal, from

selling to or purchasing from such

registered company, any security or

other property. Section 17(b) provides

that the SEC may exempt a transaction

from section 17(a) if evidence

establishes that the terms of the

proposed transaction, including the

consideration to be paid, are reasonable

and fair and do not involve

overreaching on the part of any person

concerned, and that the proposed

transaction is consistent with the policy

of the registered investment company

concerned and with the general

purposes of the Act.

2. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all the assets

involving registered investment

companies that may be affiliated

persons, or affiliated persons of an

affiliated person, solely by reason of

having a common investment adviser,

common directors/trustees and/or

common officers provided that certain

conditions are satisfied. Applicants may

not rely on rule 17a–8. Thomas H.

Roulston may be an affiliated person of

the Acquiring Funds because he may

indirectly control the Acquiring Funds

by owning, together with his immediate

family, a controlling interest in

Roulston. Mr. Roulston is also an

affiliated person of two of the Acquired

Funds because he beneficially owns

more than 5% of the outstanding shares

of these funds. Therefore, the Acquiring

Funds may be deemed affiliated with

the Acquired Funds for reasons other

than those set forth in the rule.

3. Applicants, however, believe that

the terms of the reorganization satisfy

the standards of section 17(b). Each

Fund’s board, including the

disinterested trustees, has reviewed the

terms of the reorganization and have

found that participation in the

reorganization as contemplated by the

Plan is in the best interests of the

Acquiring Funds and Acquired Funds,

and that the interests of the unitholders

of each Fund will not be diluted as a

result of the reorganization. Each board

also considered the fact that the

Acquiring Funds were established for

the express purpose of acquiring the

assets of the Acquiring Funds, and,

therefore, the objectives of each

Acquiring Fund are identical or

substantially similar to that of its

corresponding Acquired Fund.

Applicants further submit that the terms

of the reorganization, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–6936 Filed 3–20–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF THE TREASURY

Office of the Secretary

List of Countries Requiring

Cooperation With an International

Boycott

In order to comply with the mandate

of section 999(a)(3) of the Internal

Revenue Code of 1986, the Department

of the Treasury is publishing a current

list of countries which may require

participation in, or cooperation with, an

international boycott (within the

meaning of section 999(b)(3) of the

Internal Revenue Code of 1986).

On the basis of the best information

currently available to the Department of

the Treasury, the following countries

may require participation in, or

cooperation with, an international

boycott (within the meaning of section

999(b)(3) of the Internal Revenue Code

of 1986):

Bahrain

Iraq

Jordan

Kuwait

Lebanon

Libya

Oman

Qatar

Saudi Arabia

Syria

United Arab Emirates

Yemen, Republic of

Dated: March 13, 1995.

Joseph Guttentag,

International Tax Counsel.

[FR Doc. 95–6973 Filed 3–20–95; 8:45 am]

BILLING CODE 4810–25–M

Internal Revenue Service

Renewable Electricity Production

Credit, Publication of Inflation

Adjustment Factor and Reference

Prices for Calendar Year 1995

AGENCY: Internal Revenue Service (IRS),

Treasury.