Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3287

10 17 CFR 200.30–3(a)(50)(i) (1994).

as a clearing agency is consistent with

the Act and in particular with Section

17A of the Act.

It is Therefore Ordered, that Delta’s

temporary registration as a clearing

agency (File No. 600–24) be, and hereby

is, extended through January 31, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.10

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–913 Filed 1–12–95; 9:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20823; 812–9322]

Croft-Leominster Income Fund, et al.;

Notice of Application

January 9, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Croft-Leominster Income

Fund (the ‘‘Fund’’), Leominster Income,

L.P. (the ‘‘Partnership’’), and Croft

Leominster, Inc. (the ‘‘Adviser’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) of the Act for an

exemption from section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order that would permit the

exchange of shares of the Fund for

portfolio securities of the Partnership.

Thereafter, the Partnership will dissolve

and distribute the shares it received in

the exchange pro rata to its partners.

FILING DATES: The application was filed

on November 14, 1994. Applicants agree

to file an additional amendment, the

substance of which is incorporated

herein, during the notice period.

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 3, 1995 and should be

accompanied by proof of service on the

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, 207 East Redwood Drive,

Suite 802, Baltimore, Maryland 21202.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942–0573, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. The Partnership was organized in

1991 as a limited partnership under

Maryland law. It has not been registered

under the Act in reliance upon section

3(c)(1) of the Act, and the Partnership

interests have not been registered under

the Securities Act of 1933 (the

‘‘Securities Act’’) in reliance upon

section 4(2) thereof. The Adviser is the

sole general partner of the Partnership

and has exclusive control over the

management of its business. The

Adviser has maintained an investment

in the Partnership not less than 1% of

the net assets of the Partnership, and is

allocated net income, gains, and losses

of the Partnership in proportion with its

investment.

2. The Fund is one of two initial

series of the Croft Funds Corporation, an

open-end investment company

organized under Maryland law (the

‘‘Corporation’’). The Fund filed a

notification of registration under the Act

on Form N–8A and a registration

statement under the Act and the

Securities Act on Form N–1A on July

22, 1994. The N–1A registration

statement has not yet been declared

effective, and no offering of shares has

commenced. The Adviser will act as

investment adviser to the Fund.

3. Applicants propose that the

Partnership exchange its assets, less

funds required to pay the liabilities of

the Partnership, for shares of the Fund.

Thereafter, the Partnership will dissolve

and distribute the shares of the Fund it

receives to its partners pro rata. The

exchange was proposed to permit the

limited partners of the Partnership to

invest in a larger fund, and to eliminate

administrative burdens, filing

requirements, and complicated

allocation calculations currently faced

by the Partnership. The Fund was

designed as a successor investment

vehicle to the Partnership, with

investment objectives and policies

substantially the same as those of the

Partnership. The same persons who

selected the investments for the

Partnership will select them for the

Fund.

4. The Fund will be sold without any

load or sales charge, and will adopt a

plan of distribution pursuant to rule

12b–1 under the Act. Under the rule

12b–1 plan, the Fund will pay a rule

12b–1 distribution fee of up to 0.25% of

its average daily net assets. Applicants

anticipate that shares of the Fund will

be marketed to essentially the same

classes of persons and in the same

manner as the interests in the

Partnership have been marketed.

5. The proposed exchange will be

effected pursuant to an agreement and

plan of reorganization (the ‘‘Plan’’) to be

approved by the limited partners of the

Partnership. Under the Plan, the

portfolio securities of the Partnership

will be acquired at their independent

‘‘current market price,’’ as defined in

rule 17a–7 under the Act. The Fund will

not acquire securities that, in the

opinion of the Adviser, would result in

a violation of the Fund’s investment

objectives, policies, or restrictions. Any

remaining securities will be liquidated

by the Partnership for cash and these

proceeds distributed pro rata to the

partners of the Partnership.

6. The general partner of the

Partnership will consider the

desirability of the exchange from the

point of view of the Partnership and

must conclude that (a) the exchange is

in the best interests of the Partnership

and its partners and (b) upon the

exchange, the interests of the partners of

the Partnership will not be diluted as a

result of the exchange.

7. The board of directors of the Fund

will consider the desirability of the

exchange from the point of view of the

Fund, and a majority of the directors,

including a majority of the noninterested directors, must conclude that

(a) the exchange is desirable as a

business matter from the point of view

of the Fund, (b) the exchange is in the

best interest of the Fund, (c) upon the

exchange, the interests of existing

shareholders of the Fund will not be

diluted as a result of the exchange, and

(d) the terms of the exchange as

reflected in the Plan have been designed

to meet the criteria contained in section

17(b) of the Act.

8. The exchange will not be effected

unless: (a) the registration statements of

the Fund have been declared effective;

(b) the limited partners of the

Partnership have approved the Plan and

an amendment to the partnership

agreement authorizing the general

partner to take such actions as it deems

necessary or appropriate to effect the
3288 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

exchange; (c) the requested order has

been granted; and (d) the limited

partners have received an opinion of

counsel that: (i) The distribution of

Fund shares from the Partnership to its

limited partners, which will be in

liquidation of the Partnership, will not

cause taxable gain or loss to be

recognized by the limited partners,

which will be in liquidation of the

Partnership, will not cause taxable gain

or loss to be recognized by the limited

partners; (ii) the basis to the limited

partners for the Fund shares will be

equal to the adjusted basis of the limited

partners’ interests in the Partnership;

and (iii) the limited partners’ holding

periods with respect to the Fund shares

will include their holding periods for

their Partnership interests.

9. If the Plan is approved and

consummated, the Partnership, the

Fund, and the Adviser will each pay

their respective costs in connection with

the forming of the Fund and completing

the exchange. No brokerage

commission, fee, or other remuneration

will be paid in connection with the

exchange.

10. After the exchange is

accomplished, the Adviser intends for

the foreseeable future to manage the

assets of the Fund in substantially the

same manner as it did for the

Partnership, except as may be necessary

or desirable to qualify the Fund as a

regulated investment company under

the Internal Revenue Code of 1986, as

amended, to comply with the

investment restrictions adopted by the

Fund in accordance with the

requirements of the Act or securities

laws of states where the Fund shares

will be offered, or in light of changed

market conditions.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company from

selling to or purchasing from such

investment company any security or

other property. The Fund and the

Partnership may be deemed to be

affiliated persons of each other because

they are under the common control of

the Adviser. Thus, the proposed

exchange may be prohibited by section

17(a). Section 17(b) authorizes the SEC

to exempt a proposed transaction from

section 17(a) if evidence establishes that

the terms of the transaction, including

the consideration to be paid or received,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, the transaction is

consistent with the policies of the

registered investment company, and the

transaction is consistent with the

general purposes of the Act.

2. Applicants believe that the

proposed transaction satisfies the

criteria of section 17(b). They contend

that, because the Fund and the

Partnership have similar investment

objectives and policies, the Fund will

attempt to assemble a portfolio of

securities substantially similar to that

held by the Partnership. The Fund will

acquire the Partnership’s portfolio

securities at their independent ‘‘current

market price.’’ In addition, by acquiring

suitable securities from the Partnership,

the Fund will avoid incurring brokerage

and other transactions costs. Applicants

believe that neither the limited partners

nor the Adviser will be in a position to

influence the valuation of the securities

acquired by the Fund. Applicants

believe that the exchange can be viewed

as a change in the form in which the

assets are held, rather than as a

disposition giving rise to section 17(a)

concerns.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–914 Filed 1–12–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

[Declaration of Economic Injury Disaster

Loan Area #8423]

Pennsylvania; Declaration of Disaster

Loan Area

Blair County and the contiguous

counties of Bedford, Cambria, Centre,

Clearfield, and Huntingdon in the State

of Pennsylvania constitute an economic

injury disaster area as a result of

damages caused by a fire which

occurred on December 16, 1994 in

Logan Township. Eligible small

businesses without credit available

elsewhere and small agricultural

cooperatives without credit available

elsewhere may file applications for

economic injury assistance until the

close of business on October 10, 1995 at

the address listed below: U.S. Small

Business Administration, Disaster Area

1 Office, 360 Rainbow Blvd. South, 3rd

Floor, Niagara Falls, NY 14303, or other

locally announced locations. The

interest rate for eligible small businesses

and small agricultural cooperatives is 4

percent.

(Catalog of Federal Domestic Assistance

Program No. 59002.)

Dated: January 9, 1995.

Philip Lader,

Administrator.

[FR Doc. 95–891 Filed 1–12–95; 8:45 am]

BILLING CODE 8025–01–M

Hartford District Advisory Council

Meeting; Public Meeting

The U.S. Small Business

Administration Hartford District

Advisory Council will hold a public

meeting at 8:30 a.m. on Monday,

January 23, 1995, at 2 Science Park,

New Haven, Connecticut 06511, to

discuss such matters as may be

presented by members, staff of the U.S.

Small Business Administration, or other

present.

For further information, write or call

Ms. Jo-Ann Van Vechten, District

Director, U.S. Small Business

Administration, 330 Main Street,

Hartford, Connecticut 06106, (203) 240–

4670.

Dated: January 9, 1995.

Dorothy A. Overal,

Director, Office of Advisory Council.

[FR Doc. 95–892 Filed 1–12–95; 8:45 am]

BILLING CODE 8025–01–M

Vermont District Advisory Council

Meeting

The U.S. Small Business

Administration Vermont District

Advisory Council will hold a public

meeting at 2 p.m. on Monday, January

30, 1995, at the Vermont Chamber of

Commerce, Granger Road, Berlin,

Vermont, to discuss such matters as may

be presented by members, staff of the

U.S. Small Business Administration, or

other present.

For further information, write or call

Mr. Kenneth A. Silvia, District Director,

U.S. Small Business Administration,

Federal Building, 87 State Street, P.O.

Box 605, Montpelier, Vermont 05601,

(802) 828–4422.

Dated: January 4, 1995.

Dorothy A. Overal,

Director, Office of Advisory Council.

[FR Doc. 95–840 Filed 1–12–95; 8:45 am]

BILLING CODE 8025–01–M

DEPARTMENT OF TRANSPORTATION

Coast Guard

[CGD 95–003]

Prevention Through People

AGENCY: Coast Guard, DOT.

ACTION: Notice; request for comments.