31200 Federal Register / Vol. 61, No. 119 / Wednesday, June 19, 1996 / Notices

1Sirrom Investments will only issue such senior

securities as are exempt from section 18(a) under

section 18(k) of the Act.

meets the standards of sections 6(c) and

17(b) and the requested exemption from

sections 57(a) (1), (2), and (3) meets the

standards of section 57(c).

11. Section 17(d) of the Act prohibits

an affiliated person of a registered

investment company, acting as

principal, from effecting any transaction

in which such investment company is a

joint, or joint and several, participant

with such person unless the SEC has

issued an order approving the

arrangement. Rule 17d–1 states that the

Commission will consider whether the

participation of such registered

investment company in such joint

arrangement, on the basis proposed, is

consistent with the provisions, policies,

and purposes of the Act and the extent

to which such participation is different

from or less advantageous than that of

other participants. Section 57(a)(4) of

the Act applies identical standards to

BDCs. Since Sirrom Capital and Sirrom

Investments would be affiliated persons,

investments by Sirrom Capital in the

Portfolio Companies of Sirrom

Investments and investments by Sirrom

Investments in the Portfolio Companies

of Sirrom Capital may be prohibited by

sections 17(d), 57(a)(4) and rule 17d–1.

12. If Sirrom Capital and Sirrom

Investments were operating as one

registered investment company, rule

17d–1(d)(5) would exempt transactions

between them and their downstream

affiliates from section 17(d). If they were

operating as one BDC, such transactions

would be exempted from section

57(a)(4) by rule 57b–1. Thus, applicant

believes that Sirrom Capital and Sirrom

Investments should be permitted to

invest in Portfolio Companies in which

the other is or proposed to be an

investor to the extent that such

transaction would not be prohibited if

Sirrom Investments were deemed to be

part of Sirrom Capital and not a separate

company. Thus applicant believes that

requested relief under section 17(d) and

57(a)(4) and rule 17d–1 under the Act is

consistent with the provisions, policies,

and purposes of the Act and the

participation of Sirrom Capital and

Sirrom Investments is not different from

or less advantageous than that of other

participants.

Applicant’s Conditions

Applicant agrees that the order

granting the requested relief shall be

subject to the following conditions:

1. Sirrom Capital at all times will own

and hold, beneficially and of record, all

of the outstanding voting capital stock

of Sirrom Investments.

2. Sirrom Investments will have the

same fundamental investment policies

as Sirrom Capital, as set forth in Sirrom

Capital’s Form N–2 (Reg. No. 33–95394).

Sirrom Capital will not cause or permit

Sirrom Investments to change any of its

fundamental investment policies, or

take any other action referred to in

section 13(a) of the Act, unless such

action shall have been authorized by

Sirrom Capital after approval of such

action by a vote of a majority, as defined

in the Act, of outstanding voting

securities of Sirrom Capital.

3. No person shall serve or act as

investment adviser to Sirrom

Investments under circumstances

subject to section 15 of the Act, unless

the directors and shareholders of Sirrom

Capital shall have taken the action with

respect thereto also required to be taken

by the directors and shareholders of

Sirrom Investments.

4. No person shall serve as director of

Sirrom Investments who shall not have

been elected as a director of Sirrom

Capital at its most recent annual

meeting, as contemplated by section

16(a) of the Act and subject to the

provisions thereof relating to the filling

of vacancies. Notwithstanding the

foregoing, the board of directors of

Sirrom Investments will be elected by

Sirrom Capital as the sole shareholder of

Sirrom Investments, and such boards

will be composed of the same persons

that serve as directors of Sirrom Capital.

5. Sirrom Capital will not itself issue,

and Sirrom Capital will not cause or

permit Sirrom Investments to issue, any

senior security or sell any senior

security of which Sirrom Capital or

Sirrom Investments is the issuer except

as hereinafter set forth: (a) Sirrom

Capital and Sirrom Investments may

issue and sell to banks, insurance

companies, and other financial

institutions their secured or unsecured

promissory notes or other evidences of

indebtedness in consideration of any

loan, or any extension or renewal

thereof made by private arrangement,

provided the following conditions are

met: (1) such notes or evidences of

indebtedness are not intended to be

publicly distributed, (ii) such notes or

evidence of indebtedness are not

convertible into, exchangeable for, or

accompanied by any options to acquire

any equity security (except that, with

respect to Sirrom Capital, the

restrictions in this clause (ii) shall not

be applicable except to the extent that

they are applicable generally to BDCs),

and (iii) immediately after the issuance

or sale of any such notes or evidences

of indebtedness, Sirrom Capital and

Sirrom Investments on a consolidated

basis, and Sirrom Capital individually,

shall have the asset coverage that would

be required by section 18(a) if Sirrom

Capital and Sirrom Investments had

each selected to become a BDC pursuant

to section 54 of the Act. (except that, in

determining whether Sirrom Capital and

Sirrom Investments, on a consolidated

basis, have the asset coverage required

by section 18(a), any borrowings by

Sirrom Investments pursuant to section

18(k) of the Act shall not be considered

senior securities and, for purposes of the

definition of asset coverage in section

18(h), shall be treated as indebtedness

not represented by senior securities);

and (b) in addition, (i) Sirrom

Investments may obtain financing on

such basis and in such amount as the

SBA may from time to time permit for

SBICs, (ii) Sirrom Investments may

borrow from Sirrom Capital and Sirrom

Capital may borrow from Sirrom

Investments, and (iii) Sirrom

Investments may guarantee any

borrowings of Sirrom Capital, to the

extent permitted by the SBA. None of

the borrowings or other arrangements

set forth in clause (b) above shall be

deemed senior securities for purposes of

any order issued pursuant to this

application.1

6. Sirrom Capital will file with the

Commission financial statements

required by the federal securities laws

on a consolidated basis as to Sirrom

Capital and Sirrom Investments, and on

an unconsolidated basis with respect to

Sirrom Investments. Sirrom Capital will

provide to its shareholders financial

statements on a consolidated basis as to

Sirrom Capital and Sirrom Investments,

except when unconsolidated financial

statements are required under generally

accepted accounting principles.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–15578 Filed 6–18–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22015; 811–6065]

Templeton Global Utilities, Inc.; Notice

of Application

June 13, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Templeton Global Utilities,

Inc.

RELEVANT ACT SECTION: Section 8(f).
Federal Register / Vol. 61, No. 119 / Wednesday, June 19, 1996 / Notices 31201

1Although purchases and sales between affiliated

persons generally are prohibited by section 17(a) of

the Act, rule 17a–8 provides an exemption for

certain purchases and sales among investment

companies that are affiliated persons of each other

solely by reason of having a common investment

adviser, common directors, and/or common

officers.

1Cedel Bank is a wholly-owned subsidiary of

Cedel International. On January 1, 1995, Cedel,

which was established in 1970, was converted into

Cedel Bank to perform lending, clearing, and

settlement activities, and a parent company, Cedel

International, was created into which Cedel

transferred the nonbanking subsidiaries. Cedel Bank

is licensed in Luxembourg both as a bank and as

a ‘‘professı ́onnel du secteur financier’’ (‘‘PSF’’) and

is under the supervision of the Institut Monetaire

Luxembourgeois (‘‘IML’’), Luxembourg’s banking

and securities regulatory authority. Cedel

International is licensed as a non-bank PSF and also

is under the supervision of the IML. The IML

establishes capital and liquidity requirements,

evaluates the financial condition and performance

of all Luxembourg financial institutions, conducts

on-site inspections, and monitors all financial

institutions and their controlling companies for

adherence to Luxembourg laws and regulations. On

April 24, 1996, the Federal Reserve Board granted

Cedel’s request to establish a representative office

in New York.

2Copies of the application for exemption are

available for inspection and copying at the

Commission’s Public Reference Room.

3 15 U.S.C. § 78q–1.

4 17 CFR 240.17Ab2–1.

5The services will cover all types of U.S. equity,

debt, and government securities.

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on May 10, 1996.

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 July

8, 1996, and should be accompanied by

proof of service on the 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 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.

Applicant, 700 Central Avenue, St.

Petersburg, Florida 33701.

FOR FURTHER INFORMATION CONTACT:

Diana L. Titus, Paralegal Specialist, at

(202) 942–0584, or Alison E. Baur,

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.

Applicant’s Representations

1. Applicant is a closed-end

diversified management investment

company organized as a Maryland

corporation. On March 27, 1990,

applicant registered under the Act and

filed a registration statement on Form

N–2 pursuant to section 8(b) of the Act

and under the Securities Act of 1933 to

register shares of applicant’s common

stock. The registration statement was

declared effective on May 23, 1990 and

the initial public offering of applicant’s

shares commenced on that date.

2. On December 5, 1995, applicant’s

Board of Directors approved a plan of

reorganization providing for a transfer of

all or substantially all of applicant’s

assets in exchange for Class I shares of

Franklin Global Utilities Fund

(‘‘Franklin Global’’), a series of Franklin

Strategic Series. In accordance with rule

17a–8 under the Act, which governs

mergers of certain affiliated investment

companies, the board determined that

the reorganization was in the best

interests of applicant and that the

interests of applicant’s existing

shareholders would not be diluted as a

result of the reorganization.1

3. On December 19, 1995, applicant

filed proxy materials with the SEC. On

or about January 19, 1996, proxy

materials were sent to shareholders. At

a meeting held on February 20, 1996,

the reorganization was apporved by

applicant’s shareholders.

4. On March 29, 1996, Franklin Global

acquired all or substantially all of the

assets of applicant in exchange in Class

I shares of Franklin Global and the

assumption by Franklin Global of

certain identifiable liabilities of

applicant. The number of full and

fractional shares of Franklin Global that

was issued to applicant’s shareholders

was determined on the basis of the

relative net asset values per share and

the aggregate net assets of Franklin

Global and applicant as of the close of

business on the New York Stock

Exchange on that date.

5. Expenses incurred in connection

with the reorganization were

approximately $72,537. Applicant, its

adviser, Templeton Global Advisors

Limited, Franklin Global, and its

adviser, Franklin Advisors, Inc. shared

these expenses equally. No brokerage

commissions were paid to transfer

ownership of portfolio securities by

applicant to Franklin Global.

6. Applicant has no remaining assets,

debts, or liabilities, and has no

securityholders.

7. Applicant is not a party to any

litigation or administrative proceeding.

Applicant is not now engaged, and does

not propose to engage, in any business

activities other than those necessary for

the winding up of its affairs.

8. Applicant intends to file a

certificate of dissolution in accordance

with Maryland laws.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–15577 Filed 6–18–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37309; International Series

Release No. 993; File No. 600–29]

Self-Regulatory Organizations; Cedel

Bank; Notice of Filing of Application

for Exemption From Registration as a

Clearing Agency

June 12, 1996.

I. Introduction

On August 31, 1995, Cedel Bank,

socie ́te ́ anonyme, Luxembourg

(‘‘Cedel’’)1 filed with the Securities and

Exchange Commission (‘‘Commission’’)

an application on Form CA–12 for

exemption from registration as a

clearing agency pursuant to Section 17A

of the Securities Exchange Act of 1934

(‘‘Exchange Act’’)3 and Rule 17Ab2–1

thereunder.4 Cedel’s application

includes procedures and guidelines for

its proposed offering of clearance,

settlement, and credit support services

for transactions in U.S. securities 5

conducted by U.S. entities. The

Commission is publishing this notice to

solicit comments from interested

persons.

II. Description of Cedel Operations

A. Clearance and Settlement

Cedel currently offers to its customers

international clearance and settlement

of securities transactions in primary and

secondary markets, trade confirmation,

securities custody, and securities

lending services. The securities that

Cedel clears are fixed income bonds

such as Eurobonds, domestic and

convertible bonds, money market

instruments, short and medium term

notes, equities, and warrants.