35280 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

Participating Insurance Companies and

Participating Plans under their

agreements governing participation in

the Funds, and these responsibilities

will be carried out with a view only to

the interests of the Contract owners and,

as applicable, Plan participants.

For purposes of this Condition Four,

a majority of the disinterested members

of the applicable Board will determine

whether or not any proposed action

adequately remedies any material

irreconcilable conflict, but in no event

will the relevant Fund or Quest (or any

other investment advisor to a Fund) be

required to establish a new funding

medium for any Contract. No

Participating Insurance Company shall

be required by this Condition Four to

establish a new funding medium for any

Contract if an offer to do so has been

declined by a vote of a majority of

Contract owners materially affected by

the material irreconcilable conflict. No

Participating Plan shall be required by

this Condition Four to establish a new

funding medium for such Plan if (a) a

majority of Plan participants materially

and adversely affected by the material

irreconcilable conflict vote to decline

such offer, or (b) pursuant to governing

plan documents and applicable law, the

Participating Plan makes such decision

without Plan participant vote.

5. Quest, all Participating Insurance

Companies, and Participating Plans will

be promptly informed in writing of any

Board’s determination that a material

irreconcilable conflict exists, and its

implications.

6. Participating Insurance Companies

will provide pass-through voting

privileges to all Contract owners so long

as the Commission continues to

interpret the 1940 Act as requiring passthrough voting privileges for Contract

owners. Accordingly, the Participating

Insurance Companies will vote shares of

a Fund held in their separate accounts

in a manner consistent with voting

instructions timely received from

Contract owners. Participating

Insurance Companies will be

responsible for assuring that each of

their separate accounts calculates voting

privileges in a manner consistent with

all other Participating Insurance

Companies. The obligation to calculate

voting privileges in a manner consistent

with all other separate accounts

investing in the Fund will be a

contractual obligation of all

Participating Insurance Companies

under the agreements governing

participation in the Fund. Each

Participating Insurance Company will

vote shares for which it has not received

voting instructions as well as shares

attributable to it in the same proportion

as it votes shares for which it has

received instructions. Each Participating

Plan will vote as required by applicable

law and governing plan documents.

7. All reports of potential or existing

conflicts of interest received by a Board,

and all Board action with regard to

determining the existence of a conflict,

notifying Quest, Participating Insurance

Companies and Participating Plans of a

conflict, and determining whether any

proposed action adequately remedies a

conflict, will be properly recorded in

the minutes of the appropriate Board or

other appropriate records, and such

minutes or other records shall be made

available to the Commission upon

request.

8. Each Fund will notify all

Participating Companies that separate

account prospectus disclosure regarding

potential risks of mixed and shared

funding may be appropriate. Each Fund

shall disclose in its prospectus that: (a)

Its shares may be offered to insurance

company separate accounts that fund

both variable annuity and variable life

insurance contracts, and to Plans; (b)

due to differences of tax treatment and

other considerations, the interests of

various Contracts owners participating

in the Fund and the interests of Plans

investing in the Fund may conflict; and,

(c) the Board will monitor the Fund for

any material conflicts of interest and

determine what action, if any, should be

taken.

9. Each Fund will comply with all

provisions of the 1940 Act requiring

voting by shareholders (which for these

purposes, shall be the persons having a

voting interest in the shares of the Fund)

and in particular, each Fund will either

provide for annual meetings (except to

the extent that the Commission may

interpret Section 16 of the 1940 Act not

to require such meetings) or comply

with Section 16(c) of the 1940 Act

(although the Fund is one of the trusts

described in Section 16(c) of the 1940

Act), as well as with Section 16(a) and,

if applicable, Section 16(b) of the 1940

Act. Further, the Fund will act in

accordance with the Commission’s

interpretation of the requirements of

Section 16(a) with respect to periodic

elections of directors (or trustees) and

with whatever rules the Commission

may promulgate with respect thereto.

10. If and to the extent Rule 6e–2 or

Rule 6e–3(T) is amended, or Rule 6e–

3(T) is adopted, to provide exemptive

relief from any provision of the 1940

Act or the rules thereunder with respect

to mixed and shared funding on terms

and conditions materially different from

any exemptions granted in the order

requested by Applicants, then the Fund

and the Participating Insurance

Companies, as appropriate, shall take

such steps as may be necessary to

comply with Rule 6e–2 or Rule 6e–3(T),

as amended, and Rule 6e–3, as adopted,

to the extent such rules are applicable.

11. No less than annually, Quest (or

any other investment adviser of a Fund),

the Participating Insurance Companies

and Participating Plans shall submit to

the Boards such reports, materials, or

data as the Boards may reasonably

request so that the Boards may carry out

fully the obligations imposed upon

them by the conditions stated in the

application. Such reports, materials, and

data shall be submitted more frequently

if deemed appropriate by the Boards.

The obligations of Quest, Participating

Insurance Companies and Participating

Plans to provide these reports,

materials, and data to the Boards shall

be a contractual obligation of Quest, all

Participating Insurance Companies and

Participating Plans under the

agreements governing their participation

in the Fund.

12. If a Plan should become an owner

of 10% or more of the issued and

outstanding shares of a Fund, such Plan

will execute a participation agreement

with the applicable Fund including the

conditions set forth herein to the extent

applicable. A Plan will execute an

application containing an

acknowledgment of this condition at the

time of its initial purchase of shares of

the Fund.

Conclusion

For the reasons stated above,

Applicants assert that the requested

exemptions from Sections 9(a), 13(a),

15(a) and 15(b) of the 1940 Act and

Rules 6e–2(b)(15) and 6e–3(T)(b)(15)

thereunder, are appropriate in the

public interest consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–17150 Filed 7–3–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22046; 811–1500]

Sherman, Dean Fund, Inc.; Notice of

Application

June 28, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35281

1Rule 23c–3 under the Act generally provides

that a closed-end company may offer to repurchase

securities, of which it is the issuer, subject to

certain restrictions.

APPLICANT: Sherman, Dean Fund, Inc.

RELEVANT ACT SECTION: Order requested

under section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring it has ceased

to be an investment company.

FILING DATE: The application was filed

on June 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

23, 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, 3570 Hunters Sound, San

Antonio, Texas 78230.

FOR FURTHER INFORMATION CONTACT:

Marianne H. Khawly, Staff Attorney, at

(202) 942–0562, 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. On May 15, 1967, applicant, a

Delaware corporation, registered as an

open-end management investment

company under the Act by filing with

the SEC a Notification of Registration on

Form N–8A. SEC records indicate that

on August 10, 1967, applicant filed a

registration statement on Form S–5 that

became effective on February 14, 1968.

Applicant commenced its initial

immediately. On September 13, 1993,

pursuant to a shareholder vote,

applicant changed its classification to a

closed-end investment company. On

September 14, 1993, applicant filed a

registration statement with the SEC on

Form N–2 to reflect this change.

2. On March 8, 1996, in order to

accommodate requests from

shareholders seeking to sell their shares,

applicant filed a Notification of

Repurchase Offer pursuant to rule 23c–

3 under the Act to repurchase a total of

61,155 shares.1 On March 29, 1996,

applicant repurchased 60,580.683

shares at net asset value from 235

shareholders. As a result, applicant

states that presently there are 68

beneficial owners of its shares.

3. As of the filing of this application,

applicant had assets of $1,760,000

invested in three publicly traded

securities. Applicant’s liabilities

consisted of approximately $13,000

attributable to management fees, legal

and accounting expenses, and office

expenses.

4. Applicant presently is not a party

to any litigation or administrative

proceeding.

Applicant’s Legal Analysis

1. Section 8(f) of the Act provides that

whenever the SEC, upon application or

its own motion, finds that a registered

investment company has ceased to be an

investment company, the SEC shall so

declare by order and upon the taking

effect of such order, the registration of

such company shall cease to be in effect.

2. Section 3(c)(1) of the Act provides

that an issuer is not an investment

company within the meaning of the Act

if (a) its outstanding securities (other

than short-term paper) are beneficially

owned by not more than 100 persons,

and (b) it is not making and does not

propose to make a public offering of

securities.

3. Applicant believes that, pursuant to

section 3(c)(1), it is no longer an

investment company as defined in

section 3 because only 68 persons are

beneficial holders of its securities.

Applicant states that it is not making

and does not presently propose to make

a public offering of its securities.

Accordingly, applicant requests that the

SEC issue an order under section 8(f)

declaring that it has ceased to be an

investment company.

For the SEC, by the Division of Investment

Management, under delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 96–17152 Filed 7–3–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37379; File No. 265–19]

Consumer Affairs Advisory

Committee; Meeting

AGENCY: Securities and Exchange

Commission.

ACTION: Notice of meeting of the

Securities and Exchange Commission

(‘‘Commission’’) Consumer Affairs

Advisory Committee (‘‘Committee’’).

SUMMARY: The Securities and Exchange

Commission’s Consumer Affairs

Advisory Committee will meet on July

22, 1996, in Room 1C30 at the

Commission’s Headquarters, 450 Fifth

Street, NW., Washington, DC, beginning

at 9:45 a.m. The meeting will be open

to the public. This notice also serves to

invite the public to submit written

comments to the Committee.

ADDRESSES: You should submit written

comments in triplicate and refer to File

No. 265–19. Send your comments to

Jonathan G. Katz, Secretary, Securities

and Exchange Commission, 450 Fifth

Street, NW., Washington, DC 20549.

FOR FURTHER INFORMATION CONTACT:

Jonathan M. Gottsegen, Counsel to the

Director, Office of Investor Education

and Assistance (202) 942–7040;

Securities and Exchange Commission,

450 Fifth Street, NW., Washington, DC

20549.

SUPPLEMENTARY INFORMATION: Section

10(a) of the Federal Advisory Committee

Act, 5 U.S.C. app 10a, requires the

Securities and Exchange Commission to

give notice that the Consumer Affairs

Advisory Committee will meet on July

22, 1996, in Room 1C30 at the

Commission’s Headquarters, 450 Fifth

Street, NW., Washington, DC., beginning

at 9:45 a.m. The meeting will be open

to the public.

The Committee’s responsibilities

include assisting the Commission in

identifying investor problems and being

more responsive to their needs. The

Committee will explore fundamental

issues of concern to investors, including

matters currently under consideration

by the Commission and topics of

emerging concern to investors and the

financial services industry.

Dated: June 28, 1996.

Jonathan G. Katz,

Advisory Committee Management Officer.

[FR Doc. 96–17143 Filed 7–3–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37372; File No. 600–22]

Self-Regulatory Organizations; MBS

Clearing Corporation; Notice of Filing

of Request and Order Approving

Application for Extension of

Temporary Registration as a Clearing

Agency

June 26, 1996.

On June 6, 1996, the MBS Clearing

Corporation (‘‘MBS’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) a request pursuant to