Federal Register / Vol. 61, No. 20 / Tuesday, January 30, 1996 / Notices 3067

necessary or appropriate in the public

interest, consistent with the protection

of investors, and consistent with the

purposes fairly intended by the policy

and provisions of the Act. Applicants

submit that the relief requested from the

above provisions satisfies this standard.

7. Section 17(a)(1) generally prohibits

an affiliated person of a registered

investment company from selling any

security to such registered investment

company. Funds that are advised by the

same entity are ‘‘affiliated persons’’

under section 2(a)(3)(C) of the Act by

reason of being under common control.

Applicants assert that section 17(a)(1)

was designed to prevent, among other

things, sponsors of investment

companies from using investment

company assets as capital for enterprises

with which they were associated or to

acquire controlling interest in such

enterprises. Applicants submit that the

sale of securities issued by the Funds

pursuant to the Agreement does not

implicate the concerns of Congress in

enacting this section, but merely would

facilitate the matching of each Fund’s

liability for deferred trustees’ fees with

the Underlying Securities that would

determine the amount of such Fund’s

liability.

8. 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

persons concerned, and the transaction

is consistent with the policies of the

registered investment company and the

general purposes of the Act. Applicants

assert that the proposed transaction

satisfies the criteria of section 17(b).

Applicants also request relief from

section 17(a)(1) under section 6(c) to the

extent necessary to implement the

Deferred Compensation under the Plan

and Agreement on an ongoing basis.

9. Section 17(d) and rule 17d–1

generally prohibit a registered

investment company’s joint or joint and

several participation with an affiliated

person in a transaction in connection

with any joint enterprise or other joint

arrangement or profit-sharing plan ‘‘on

a basis different from or less

advantageous than that of’’ the affiliated

person. Participants will not receive a

benefit, directly or indirectly, that

would otherwise inure to a Fund or its

shareholders. Participants will receive

tax deferral but the Plan otherwise will

maintain the parties, viewed both

separately and in their relationship to

one another, in the same position as if

the deferred fees were paid on a current

basis. When all payments have been

made to a participant, the Participant

will be no better off (apart from the

effect of tax deferral) than if he or she

had received trustees fees on a current

basis and invested them in Underlying

Securities.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. With respect to the requested relief

from rule 2a–7, any money market Fund

or any money market portfolio thereof

that values its assets by the amortized

cost method will buy and hold

Underlying Securities that determine

the value of the Accounts to achieve an

exact match between the liability of any

such Fund’s or portfolio’s liability to

pay deferred fees and the assets that

offset that liability.

2. If a Fund purchases Underlying

Securities issued by an affiliated Fund,

the Fund will vote such shares in

proportion to the votes of all other

shareholders of such affiliated Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–1637 Filed 1–29–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21700; 812–9928]

Van Kampen American Capital Global

Managed Assets Fund, et al.; Notice of

Application

January 24, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Van Kampen American

Capital Global Managed Assets Fund,

Van Kampen American Capital Life

Investment Trust, Van Kampen

American Capital World Portfolio Series

Trust (collectively, the ‘‘Funds’’), Van

Kampen American Capital Asset

Management, Inc. (the ‘‘Adviser’’), John

Govett & Co. Limited (‘‘Govett’’), and

John Govett Holdings Limited (‘‘Govett

Holdings’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act for an

exemption from sections 15 (a) and (c)

of the Act.

SUMMARY OF APPLICATION: Applicants

request an order that would permit the

implementation, without shareholder

approval, of new sub-advisory

agreements (each a ‘‘New Sub-Advisory

Agreement’’) for a period of up to 120

days following the termination of the

former sub-advisory contracts on

December 29, 1995 (each a ‘‘Former

Sub-Advisory Contract’’) (the ‘‘Interim

Period’’). The order also would permit

the sub-adviser to receive from the

Funds fees earned during the Interim

Period after shareholders have approved

the New Sub-Advisory Agreements. The

order further would allow the

implementation, without board of

trustee approval, of the New SubAdvisory Agreements, for a limited

period of time.

FILING DATES: The application was filed

on December 28, 1995, and amended on

January 23, 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

February 19, 1996, and should be

accompanied by proof of service on

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 NW., Washington, DC 20549.

Applicants, Transco Tower, 2800 Post

Oak Boulevard, Houston, TX 77056.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Staff Attorney, at (202)

942–0572, 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 at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Each Fund is an open-end

management investment company

registered under the Act. The Adviser

serves as investment adviser to each

Fund and has engaged Govett to serve

as subadviser in connection with nonU.S. securities held by the Funds

pursuant to the Former Sub-Advisory

Contracts. Govett is a United Kingdom

corporation that is registered under the

Investment Advisers Act of 1940 as an

investment adviser.

2. On December 7, 1995, the former

ultimate parent of Govett, London
3068 Federal Register / Vol. 61, No. 20 / Tuesday, January 30, 1996 / Notices

Pacific Group Limited, entered into a

sale and purchase agreement (the ‘‘Sale

Agreement’’) with Govett Holdings.

Under the Sale Agreement, Govett

Holdings, an indirect newly-formed

majority owned subsidiary of Allied

Irish Banks p.l.c., acquired all of the

outstanding capital shares of Govett.

Govett Holdings has represented to the

Adviser and the Funds’ board of trustees

that it does not intend to make any

significant changes in the way Govett

conducts its business.

3. The Sale Agreement was

consummated on December 29, 1995,

immediately after which the Former

Sub-Advisory Contracts terminated. It is

anticipated that proxy materials

soliciting shareholder votes approving

the New Sub-Advisory Agreements will

be mailed to shareholders on or about

February 5, 1996. Shareholder meetings

are scheduled to take place on or about

March 14, 1996. The terms and

conditions of each New Sub-Advisory

Agreement are identical in all respects

to those of the Former Sub-Advisory

Contracts, except for the effective and

termination dates and a fee escrow

provision. The New Sub-Advisory

Agreements do not contemplate any

changes in the nature of the service

provided by Govett or the compensation

to be paid by the Adviser to Govett.

4. On December 19, 1995, the board

of trustees of each Fund approved the

New Sub-Advisory Agreements between

Govett and the Adviser. However, due

to weather conditions, one of the noninterested trustees was unable to be

present at the meeting and could only

participate by telephone. Because a

sufficient number of non-interested

trustees was not present at this meeting,

the New Sub-Advisory Agreements

remain subject to approval by the noninterested trustees at in-person

meetings. These meetings have been

scheduled for January 25, 1996. At these

meetings, it is anticipated that the

trustees will confirm their approvals of

the New Sub-Advisory Agreements on

the basis that they are in the best

interests of the Funds’ shareholders and

the interests of the Funds and their

shareholders will not be diminished as

a result of the transactions. Thus, the

New Sub-Advisory Agreements should

be recommended for approval by the

Funds’ shareholders.

5. The portion of the advisory fees

received by the Adviser from each Fund

and payable to Govett for services

rendered during the Interim Period will

be maintained in an interest-bearing

escrow account. Amounts in the

account will be paid to Govett only after

approval by the non-interested trustees

at the January meetings and by the

shareholders of the New Sub-Advisory

Agreements and receipt of the requested

exemptive relief. The escrow agent

would release the monies in each

account as provided above, only upon

receipt of a certificate of an officer of the

Fund (none of who is an affiliate of

Govett) stating, in the case where the

monies are to be delivered to Govett,

that the New Sub-Advisory Agreements

have received the requisite noninterested trustee and shareholder votes

or, in the case where the monies are to

be returned to the Funds, that the

Interim Period has ended. Before any

such certificates were sent, the board of

trustees of the relevant Fund would be

notified.

Applicants’ Legal Analysis

1. Applicants seek an exemption

pursuant to section 6(c) from section

15(a) of the Act to permit the

implementation, without shareholder

approval, of the New Sub-Advisory

Agreements during the Interim Period.

Applicants also request relief so that

Govett may receive all fees earned under

the New Sub-Advisory Agreements

during the Interim Period if and to the

extent they are approved by the

shareholders of a Fund. Applicants also

seek relief from section 15(c) of the Act

to permit the implementation of the

New Sub-Advisory Agreements before

approval by the board of trustees, which

is expected to be given on January 25,

1996.

2. Section 15(a) prohibits an

investment adviser from providing

investment advisory services to a

registered investment company except

under a written contract that has been

approved by a majority of the voting

securities of such investment company.

Section 15(a) further requires that

such written contract provide for its

automatic termination in the event of an

assignment. Section 2(a)(4) defines

‘‘assignment’’ to include any direct or

indirect transfer of a contract by the

assignor. The consummation of the Sale

Agreement resulted in an ‘‘assignment,’’

within the meaning of section 2(a)(4), of

the Former Sub-Advisory Contracts,

thereby resulting in the termination of

each Former Sub-Advisory Contract,

according to its terms.

3. Section 15(c) requires that all

investment advisory contracts be

approved by a majority of an investment

company’s trustees who are not

interested persons of the investment

adviser at an in-person meeting called

for the purpose of voting on the

approval of the advisory contract.

4. Section 6(c) provides, in relevant

part, that the SEC may, conditionally or

unconditionally, by order, exempt any

person or class of persons from any

provision of the Act or from any rule

thereunder, if such exemption is

necessary or appropriate in the public

interest, consistent with the protection

of investors, and consistent with the

purposes fairly intended by the policy

and provisions of the Act. Applicants

submit that the requested relief meets

this standard.

5. Applicants believe that the

requested relief is necessary, as it would

permit continuity of management

notwithstanding the sale of Govett and

the resulting assignment of the Former

Sub-Advisory Contracts. Applicants

state that obtaining shareholder

approval prior to the consummation of

the Sale Agreement was not possible

due to the short period of time between

the execution of the Sale Agreement and

the anticipated closing date of the

transaction. In addition, applicants

believe that the Funds made a good faith

effort to comply with section 15(c) by

holding board of trustees meetings on

December 19, 1995, which did not have

the required number of non-interested

trustees present due to factors beyond

the Funds’ control, namely the weather.

Further, applicants state that the scope

and quality of services provided by

Govett to the Funds during the Interim

Period will not be diminished, and each

Fund will operate under its new SubAdvisory Agreement, which is

substantially the same as its Former

Sub-Advisory Contract. Applicants

believe that depriving Govett of fees for

the Interim Period would be a harsh

result and would serve no useful

purpose.

Applicants’ Conditions

Applicants expressly consent to the

following conditions in connection with

the request for exemptive relief:

1. The New Sub-Advisory Agreements

will have the same terms and conditions

as the Former Sub-Advisory Contracts,

except for their effective and

termination dates and fee escrow

provisions.

2. The portion of the Adviser’s fee

payable by the Adviser to Govett under

the New Sub-Advisory Agreements will

be placed into interest-bearing escrow

accounts by the Adviser immediately

after receipt. The escrow arrangements

will be established and maintained as

follows: (a) Fees payable to Govett

during the Interim Period under the

New Sub-Advisory Agreements would

be paid into interest-bearing escrow

accounts maintained by the escrow

agent; and (b) the amounts in the escrow

accounts (including interest earned on

fees paid) would be paid to Govett on

behalf of a Fund only upon approval by
Federal Register / Vol. 61, No. 20 / Tuesday, January 30, 1996 / Notices 3069

the non-interested members of the

boards of trustees at in-person meetings

and the Funds’ shareholders of the New

Sub-Advisory Agreements or, in the

absence of such approval, returned to

such Fund.

3. The Funds will hold in-person

trustees’ meetings in January, 1996 to

confirm their December approval of the

New Sub-Advisory Agreements. In

addition, shareholder meetings will be

held in March, 1996 to vote on the

approval of the New Sub-Advisory

Agreements, and such approvals will be

obtained on or before the 120th day

following the termination of the Former

Sub-Advisory Contracts.

4. Govett Holdings will bear the costs

of preparing and filing this request for

exemptive relief and the costs related to

the solicitation of shareholder approval

of the Funds’ shareholders necessitated

by consummation of the Sales

Agreement.

5. The Adviser will take all

appropriate steps to ensure that the

scope and quality of sub-advisory

services provided to the Funds by

Govett during the Interim Period will be

at least equivalent, in the judgment of

the respective boards of trustees, to the

scope and quality of services previously

provided by Govett. If there is a material

change in the personnel providing

material services to the Funds during

the Interim Period, Govett and the

Adviser will notify the respective

Boards of Trustees of the affected Funds

to ensure that they, including a majority

of the non-interested trustees, are

satisfied that the services provided will

not be materially diminished in scope

and quality.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–1673 Filed 1–29–96; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–21698; 812–9912]

Walnut Properties Limited Partnership,

et al.; Notice of Application

January 23, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANTS: Walnut Properties Limited

Partnership (the ‘‘Partnership’’), and

John J. Hansman (‘‘Hansman’’) and

Summit Investment Services, Inc.

(‘‘Summit’’) (collectively, the ‘‘General

Partners’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) for an exemption

from all provisions of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit the

Partnership to invest in limited

partnerships that engage in the

ownership and operation of apartment

complexes for low and moderate income

persons.

FILING DATE: The application was filed

on December 15, 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 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 20, 1996, and should be

accompanied by proof of service on

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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street NW., Washington, D.C. 20549.

Applicants, 600 Stewart Street, Suite

1704, Seattle, Washington 98101.

FOR FURTHER INFORMATION CONTACT:

Marianne H. Khawly, Staff Attorney, at

(202) 942–0654, 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. The Partnership was formed as a

Washington limited partnership on

August 11, 1995. The Partnership will

operate as a ‘‘two-tier’’ partnership, i.e.,

the Partnership, as a limited partner,

will invest in other limited partnerships

(the ‘‘Property Partnerships’’). The

Property Partnerships will be managed

by general partners (the ‘‘Developer

General Partners’’) that are not affiliated

with the Partnership or the General

Partners. The Property Partnerships, in

turn, will engage in the ownership and

operation of apartment complexes

(‘‘Properties’’) expected to qualify for

low income housing tax credits

(‘‘Credits’’) under the Internal Revenue

Code of 1986 (the ‘‘Code’’).

2. The objectives of the Partnership

are to: (a) provide tax benefits, including

Credits and passive activity losses,

which investors may use to offset their

Federal income tax liabilities; (b)

distribute proceeds from liquidation,

sale, or refinancing transactions; and (c)

to the extent permitted by the terms of

applicable local, state, and/or federal

government assistance, distribute cash

from operating the Properties.

3. Units of limited partnership

interest in the Partnership (the ‘‘Units’’)

will be offered and sold without

registration under the Securities Act of

1933 (the ‘‘Securities Act’’) in reliance

on section 4(2) of the Securities Act and

Regulation D thereunder. No Units will

be sold unless subscriptions to purchase

at least six Units (the ‘‘Minimum

Offering’’) are received and accepted by

the General Partners prior to September

30, 1996. If the Minimum Offering has

not been sold by such date, no Units

will be sold and all funds received from

subscribers will be refunded with

interest.

4. Until the Minimum Offering has

been sold, offering proceeds will be

deposited and held in trust for the

benefit of purchasers in an escrow

account with Seattle-First National Bank

in Seattle, Washington, to be used only

for the specific purposes set forth in the

Confidential Private Placement

Memorandum dated November 21, 1995

(the ‘‘Memorandum’’). The Partnership

intends to apply offering proceeds to the

acquisition of limited partnership

interests in the Property Partnerships as

promptly as possible (although such

proceeds may be invested temporarily

in bank time deposits, certificates of

deposit, money market accounts, and

government certificates). The

Partnership will not trade or speculate

in temporary investment.

5. The Partnership will require that

each purchaser of Units represent in

writing that such purchase meets the

applicable suitability standards. Each

individual subscriber must represent

that he or she has: (a) a net worth

(exclusive of home, home furnishings,

and automobiles) of at least $200,000

per Unit; or (b) a net worth (exclusive

of home, home furnishings and

automobiles) of not less than $125,000

per Unit and annual income of at least

$100,000 ($75,000 in the case of a

purchase of one-half of a Unit). Units

will be sold in certain states only to

persons who meet different standards,

as set forth in the Memorandum. The

Partnership will also allow certain

corporate subscribers to purchase Units.