33784 Federal Register / Vol. 61, No. 126 / Friday, June 28, 1996 / Notices

The Board further determined that

public access to the discussion would

likely disclose information of a personal

nature where disclosure would

constitute a clearly unwarranted

invasion of personal privacy, not only in

regard to the privacy of the person

immediately affected, but also in regard

to the privacy of others who might be

discussed.

Accordingly, the Board determined

that in accordance with section

552b(c)(2) and (6) of title 5, United

States Code; and section 7.3 (b) and (f)

of title 39, Code of Federal Regulations,

discussion of the matters were properly

closed to public observation.

Requests for information concerning

the meeting should be addressed to the

Secretary of the Board, Thomas J.

Koerber, at (202) 268–4800.

Thomas J. Koerber,

Secretary.

[FR Doc. 96–16768 Filed 6–26–96; 3:54 pm]

BILLING CODE 7710–12–M

SECURITIES AND EXCHANGE

COMMISSION

Proposed Collection; Comment

Request

Upon Written Request, Copies Available

From: Securities and Exchange Commission,

Office of Filings and Information Services,

Washington, DC 20549.

Extension:

Rule 17f–2(c)—SEC File No. 270–35, OMB

Control No. 3235–0029;

Rule 17f–2(d)—SEC File No. 270–36, OMB

Control No. 3235–0028;

Rule 17f–2(e)—SEC File No. 270–37, OMB

Control No. 3235–0031

Notice is hereby given that pursuant

to the Paperwork Reduction Act of 1995

(44 U.S.C. 3501 et seq.), the Securities

and Exchange Commission

(‘‘Commission’’) is publishing the

following summaries of collections for

public comment.

Rule 17f–2(c) allows persons required

to be fingerprinted, pursuant to Section

17(f)(2) of the Securities Exchange Act

of 1934 (Exchange Act), to submit their

fingerprints through a national

securities exchange or a national

securities association in accordance

with a plan submitted to and approved

by the Commission. Plans have been

approved for the American, Boston,

Chicago, New York, Pacific, and

Philadelphia stock exchanges and for

the National Association of Securities

Dealers and the Chicago Board Options

Exchange.

It is estimated that 8,500 registered

broker-dealers submit approximately

275,000 fingerprint cards to exchanges

or a registered security association on an

annual basis. It is approximated that it

should take 15 minutes to comply with

Rule 17f–2(c). The total reporting

burden is estimated to be 68,750 hours.

Rule 17f–2(d), requires that records

produced, pursuant to the fingerprinting

requirements of section 17(f)(2) of the

Exchange Act, be maintained; permits

the designated examining authorities of

broker-dealers or members of exchanges,

under certain circumstances, to store

and to maintain records required to be

kept by this rule; and permits the

required records to be maintained on

microfilm.

Approximately 10,025 respondents

are subject to the recordkeeping

requirements of the rule. Each

respondent keeps approximately 32 new

records per year, which take

approximately 2 minutes per record for

the respondent to maintain, for an

annual burden of 64 minutes per

respondent. All records subject to the

rule must be retained for the term of

employment plus 3 years.

Rule 17f–2(e) requires entities

claiming an exemption from the

fingerprinting requirements to prepare

and maintain a notice supporting their

claim for exemption and exempts

certain small transfer agents from the

requirement.

While the Commission no longer

receives notices pursuant to Rule 17f–

2(e), the covered entities are still

required to prepare and retain such

notices. Based on the indications of

several covered entities, most notices

require one-half hour to prepare.

Approximately 75 respondents will

prepare notices each year. The total

average annual burden to covered

entities is approximately 37.5 hours of

preparation and maintenance time.

Written comments are invited on: (a)

Whether the proposed collection of

information is necessary for the proper

performance of the functions of the

agency, including whether the

information shall have practical utility;

(b) the accuracy of the agency’s estimate

of the burden of the proposed collection

of information; (c) ways to enhance the

quality, utility, and clarity of the

information to be collected; and (d)

ways to minimize the burden of the

collection of information on

respondents, including through the use

of automated collection techniques or

other forms of information technology.

Consideration will be given to

comments and suggestions submitted in

writing within 60 days of this

publication.

Direct your written comments to

Michael E. Bartell, Associate Executive

Director, Office of Information

Technology, Securities and Exchange

Commission, 450 5th Street, N.W.

Washington, DC 20549.

Dated: June 18, 1996.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–16573 Filed 6–27–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22037; 812–10114]

Nations Fund Trust, et al., Notice of

Application

June 24, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Nations Fund Trust

(‘‘NFT’’), Nations Fund, Inc. (‘‘NFI’’),

Nations Fund Portfolios, Inc. (‘‘NFPI’’),

Nations Institutional Reserves (‘‘NIR’’),

NationsBanc Advisors, Inc. (‘‘NBAI’’),

TradeStreet Investment Associates, Inc.

(‘‘TradeStreet’’), and Stephens Inc.

(‘‘Stephens’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) granting an

exemption from section 12(d)(1), and

under sections 6(c) and 17(b) granting

an exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants

request an order to permit Nations to

create a ‘‘fund of funds’’ that would

purchase shares of affiliated open-end

investment companies in excess of the

percentage limitations of section

12(d)(1).

FILING DATES: The application was filed

on April 29, 1996, and was amended on

June 13, 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 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 July

19, 1996 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: One NationsBank Plaza, 101
Federal Register / Vol. 61, No. 126 / Friday, June 28, 1996 / Notices 33785

South Tryon Street, Charlotte, North

Carolina 28255.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942–0573, or Robert A. Robertson,

Branch Chief, at (202) 942–0564 (Office

of Investment Company Regulation,

Division of Investment Management).

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. Applicants propose to create

several series of a new open-end

management investment company (the

‘‘Funds’’) that would invest

substantially all of their assets in shares

of the open-end management

investment companies in the Nations

Fund Family. The ‘‘Nations Fund

Family’’ is defined to include NFT, NFI,

NFPI, NIR, and each open-end

management investment company or

series thereof that is or becomes a

member of the same ‘‘group of

investment companies’’ as defined in

rule 11a–3 under the Act.

The ‘‘Underlying Portfolios’’ are

defined to include NFT, NFI, NFPI, NIR,

and other funds or series thereof in the

Nations Fund Family in which the

Funds will invest.

2. NBAI and TradeStreet are both

wholly-owned subsidiaries of

NationsBank, N.A., which is in turn a

wholly-owned subsidiary of

NationsBank Corporation. NBAI will

serve as investment adviser to the Funds

and the Underlying Portfolios.

TradeStreet serves as subadviser to NFT,

NFI, and NIR, and it will serve as

subadviser to the Funds. Stephens, a

registered broker-dealer, will serve as

the distributor and administrator for the

Funds. Stephens currently provides

those services for NFT, NFI, NFPI, and

NIR.

3. The Funds initially will consist of

three separate series with distinct

investment objectives. Additional series

may be added in the future. The three

initial Funds will be intended primarily

for long-term investors. The first Fund

will invest in a variety of equity market

segments, the second Fund will invest

in a balanced portfolio of equity and

fixed income securities, and the third

Fund will seek to provide investors with

current income and modest growth as a

hedge against inflation. Asset allocation

decisions for each Fund will be made by

NBAI and TradeStreet.

4. Applicants propose that, subject to

the conditions to the requested order,

the Funds be permitted to purchase and

redeem shares of the Underlying

Portfolios, and that each Underlying

Portfolio be permitted to sell and

redeem shares from each of the Funds.

The Funds generally will invest

substantially all of their assets in shares

of the Underlying Portfolios. Any assets

that are not invested in Underlying

Portfolios will be invested directly in

stocks, bonds, and other securities,

although it is not currently

contemplated that there will be a

substantial amount of direct investing in

individual securities by the Funds.

5. The Funds and the Underlying

Portfolios will pay investment advisory

fees to NBAI, and NBAI will

compensate TradeStreet for providing

subadvisory services out of these fees.

The Funds and the Underlying

Portfolios also will pay other service

providers for their services. It is

currently contemplated that the Funds

will invest in a class of shares of the

Underlying Portfolios that will not be

subject to sales loads, distribution fees,

or shareholder servicing fees.

Applicants’ Legal Analysis

1. Section 12(d)(1)(A) of the Act

provides that no registered investment

company may acquire securities of

another investment company if such

securities represent more than 3% of the

acquired company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

other acquired investment companies,

represent more than 10% of the

acquiring company’s total assets.

Section 12(d)(1)(B) provides that no

registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 6(c) of the Act provides that

the SEC may exempt persons or

transactions from any provision of the

Act if the exemption is necessary or

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 request an order

under section 6(c) exempting them from

section 12(d)(1) to permit the Funds to

acquire shares of the Underlying

Portfolios in excess of the percentage

limitations of section 12(d)(1).

3. The restrictions in section 12(d)(1)

were intended to prevent certain abuses

perceived to be associated with the

pyramiding of investment companies,

including: (a) Unnecessary duplication

of costs, e.g., sales loads, advisory fees,

and administrative costs; (b) a lack of

appropriate diversification; (c) undue

influence by the fund holding company

over its underlying funds; (d) the threat

of large scale redemptions of the

securities of the underlying investment

companies; and (e) unnecessary

complexity. For the following reasons,

applicants believe that the proposed

arrangement does not entail the type of

abuse that Congress adopted section

12(d) to prevent.

4. The proposed arrangement would

contain no improper layering of fees.

The proposed arrangement will not

involve the improper layering of

advisory fees since, before approving

any advisory contract for the Funds

under section 15(a) of the Act, the board

of trustees of the Funds, including a

majority of the trustees who are not

‘‘interested persons,’’ as defined in

section 2(a)(19) of the Act, must find

that the advisory fees charged under the

contract are based on services provided

that are in addition to, rather than

duplicative of, services provided under

any Underlying Portfolio advisory

contract.

5. While applicants currently do not

anticipate that the Funds will be subject

to sales loads, distribution fees, or

shareholder servicing fees, any sales

charges or service fees relating to the

shares of the Funds will not exceed the

limits set forth in Article III, section 26

of the NASD’s Rules of Fair Practice,

when aggregated with any sales charges

or service fees that the Funds may pay

relating to the Underlying Portfolio

shares. The aggregate sales charges at

both levels, therefore, will not exceed

the limit that otherwise lawfully could

be charged at any single level.

Applicants believe that there will not be

a redundancy of administrative fees and

expenses because distinct services

would be provided to the Funds and the

Underlying Portfolios.

6. Applicants believe that the concern

over potential large scale redemptions is

not present in the context of the Funds.

Because the Funds will only acquire

shares of Underlying Portfolios that are

in the Nations Fund Family, a

redemption from one Underlying

Portfolio will simply lead to the

investment of the proceeds in another

Underlying Portfolio. Applicants also

believe that the proposed arrangement

will not result in disruptive

redemptions because the Funds will be

designed for intermediate and long-term

investors. This will reduce the

possibility of the Funds being used as

short-term trading vehicles and further

protect the Funds ad the Underlying
33786 Federal Register / Vol. 61, No. 126 / Friday, June 28, 1996 / Notices

1Section 17(b) applies to specific proposed

transactions, rather than an ongoing series of future

transactions. See Keystone Custodian Funds, 21

S.E.C. 295, 298–99 (1945). Section 6(c) frequently

is used to grant relief from section 17(a) to permit

an ongoing series of future transactions.

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

2 17 CFR 240.19b–4.

3The Commission notes that Rule 117—the

Exchange’s ‘‘circuit breaker’’ rule—provides that

Portfolios from unexpected large

redemptions.

7. Section 17(a) makes it unlawful for

an affiliated person of a registered

investment company to sell securities

to, or purchase securities from, the

company. The Funds and the

Underlying Portfolios may be

considered affiliated persons because

they share a common adviser. Thus,

purchases or sales of securities between

a Fund and an Underlying Portfolio may

be prohibited by section 17(a).

8. Section 17(b) provides that the SEC

shall exempt a proposed transaction

from section 17(a) if evidence

establishes that: (a) The terms of the

proposed transaction are reasonable and

fair and do not involve overreaching; (b)

the proposed transaction is consistent

with the policies of the registered

investment company concerned; and (c)

the proposed transaction is consistent

with the general provisions of the Act.

Applicants request an exemption under

sections 6(c) and 17(b) to permit the

Funds to purchase shares of an

Underlying Portfolio, and an Underlying

Portfolio to redeem such shares.1

Applicants believe that the proposed

transactions meet the standards of

sections 6(c) and 17(b).

Applicants’ Conditions

Applicants expressly consent to the

imposition of the following conditions

in connection with this request for

exemptive relief:

1. The Funds and each Underlying

Portfolio will be part of the same ‘‘group

of investment companies,’’ as defined in

rule 11a–3 under the Act.

2. No Underlying Portfolio will

acquire securities of any other

investment company in excess of the

limits contained in section 12(d)(1)(A)

of the Act.

3. A majority of the directors of the

Funds will not be ‘‘interested persons,’’

as defined in section 2(a)(19) of the Act.

4. Any sales-related charges or service

fees relating to the shares of the Funds,

when aggregated with any charges or

service fees paid by the Funds with

respect to the securities of the

Underlying Portfolio, will not exceed

the limits set forth in Article III, section

26, of the NASD’s Rules of Fair Practice.

5. Before approving any advisory

contract under section 15 of the Act, the

board of directors of the Funds,

including a majority of the directors

who are not ‘‘interested persons,’’ as

defined in section 2(a)(19), will find that

the advisory fees charged under the

contract are based on services provided

that are in addition to, rather than

duplicative of, services provided under

any Underlying Portfolio advisory

contract. This finding, and the basis

upon which the finding was made, will

be recorded fully in the minute books of

the Funds.

6. Applicants agree to provide the

following information, in an electronic

format, to the Chief Financial Analyst of

the SEC’s Division of Investment

Management: monthly average total

assets for the Funds and Underlying

Portfolios; monthly purchases and

redemptions (other than by exchange)

for the Funds and each Underlying

Portfolio; monthly exchanges into and

out of the Funds and each Underlying

Portfolio; month-end allocations of the

Funds’ assets among the Underlying

Portfolios; annual expense ratios for the

Funds and each Underlying Portfolio;

and a description of any vote taken by

the shareholders of any Underlying

Portfolio, including a statement of the

percentage of votes cast for and against

the proposal by the Funds and by the

other shareholders of the Underlying

Portfolio. The information will be

provided as soon as reasonably

practicable following each fiscal yearend of the Funds (unless the Chief

Financial Analyst notifies applicants in

writing that the information need no

longer be submitted).

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–16572 Filed 6–27–96; 8:45 am]

BILLING CODE 8010–01–M

Agency Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will hold the following meeting during

the week of July 1, 1996.

A closed meeting will be held on

Tuesday, July 2, 1996, at 10:00 a.m.

Commissioners, Counsel to the

Commissioners, the Secretary to the

Commission, and recording secretaries

will attend the closed meeting. Certain

staff members who have an interest in

the matters may also be present.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c)(4), (8), (9)(A) and (10)

and 17 CFR 200.402(a)(4), (8), (9)(i) and

(10), permit consideration of the

scheduled matters at the closed meeting.

Commissioner Johnson, as duty

officer, voted to consider the items

listed for the closed meeting in a closed

session.

The subject matter of the closed

meeting scheduled for Tuesday, July 2,

1996, at 10:00 a.m., will be:

Institution and settlement of administrative

proceedings of an enforcement nature.

Institution of injunctive actions.

Settlement of injunctive action.

Opinion.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact: The Office

of the Secretary at (202) 942–7070.

Dated: June 25, 1996.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–16675 Filed 6–26–96; 12:57 pm]

BILLING CODE 8010–01–M

[Release No. 34–37356; File No. SR-Amex96–21]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange, Inc.

Relating to Dissemination of

Indications in Connection With Circuit

Breaker Trading Halts Under Rule 117

June 24, 1996.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 17,

1996, the American Stock Exchange,

Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

the proposed rule change as described

in Items I, II and III below, which Items

have been prepared by the selfregulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Amex proposes to implement

guidelines for dissemination of

indications to the consolidated tape in

connection with the resumption of

trading following a ‘‘circuit breaker’’

trading halt pursuant to the Amex’s

Rule 117.3