Federal Register / Vol. 66, No. 30 / Tuesday, February 13, 2001 / Notices 10037

1 15 U.S.C. 78l(d).

2 17 CFR 240.12d2–2(d).

3Securities Exchange Act Release No. 43902 (Jan.

30, 2001), 66 FR 8988.

4See letter from Bruce M. Schloss, Counsel to

Company, to Matthew Boesch, Paralegal, Division

of Market Regulation, Commission, dated February

5, 2001.

5 17 CFR 200.30–3(a)(1).

1 15 U.S.C. 78l(d).

2 17 CFR 240.12d2–2(d). 3 17 CFR 200.30–3(a)(1).

the $82.50 obtained from the Securities

Industry Association’s survey of

industry salaries, which was not

previously available) caused the total

cost of compliance to be $53,086,138

higher than the previous estimate of

$102,272.170.

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 the 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, NW.,

Washington, DC 20549.

Dated: February 6, 2001.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–3624 Filed 2–12–01; 8:45 am]

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Issuer Delisting; Notice of Withdrawal

of Application to Withdraw From

Listing and Registration;

(3Dshopping.com, Common Stock, No

Par Value, and Warrants to Purchase

Common Stock) File No. 1–15161

February 6, 2001.

On January 29, 2001, 3Dshopping.com

(‘‘Company’’) filed an application with

the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) 1 and Rule

12d2–2(d) thereunder,2 to withdraw its

Common Stock, no par value, and

Warrants to Purchase Common Stock

from listing and registration on the

American Stock Exchange. Notice of the

application was published on February

5, 2001, in the Federal Register, to

solicit comment from interested

persons.3 On February 5, 2001, the

Company withdrew its application.4

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.5

Jonathan G. Katz,

Secretary.

[FR Doc. 01–3567 Filed 2–12–01; 8:45 am]

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Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Boulder Total Return

Fund, Inc., Common Stock, $.01 Par

Value) File No. 1–11652

February 6, 2001.

Boulder Total Return Fund, Inc., a

Maryland corporation (‘‘Company’’), has

filed an application with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) 1 and Rule 12d2–2(d)

thereunder,2 to withdraw its Common

Stock, $.01 par value (‘‘Security’’), from

listing and registration on the Pacific

Exchange (‘‘PCX’’).

The Security is currently listed and

registered on both the PCX and the New

York Stock Exchange (‘‘NYSE’’). The

Company has determined to maintain

the Security’s listing and registration on

the NYSE, but to withdraw its listing

and registration on the PCX. In

explaining its reasons for taking such

action, the Company stated that the low

volume of shares traded on the PCX

does not justify the costs incurred

through maintaining such listing.

The Company has stated in its

application that it has complied with

the rules of the PCX governing the

withdrawal of a security from listing

and registration by the issuer and that

the PCX has in turn indicated that it

will not oppose such proposed

withdrawal. The Company’s application

shall not have any effect on the

Security’s continued listing and

registration on the NYSE.

Any interested person may, on or

before February 28, 2001, submit by

letter to the Secretary of the Securities

and Exchange Commission, 450 Fifth

Street, NW., Washington, DC 20549–

0609, facts bearing upon whether the

application has been made in

accordance with the rules of the PCX

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.3

Jonathan G. Katz,

Secretary.

[FR Doc. 01–3568 Filed 2–12–01; 8:45 am]

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[Investment Company Act Release No.

24853; 812–12062]

Hillview Investment Trust II and

Hillview Capital Advisors, LLC; Notice

of Application

February 6, 2001.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 15(a) of the Act

and rule 18f–2 under the Act.

Summary of Application: Applicants,

Hillview Investment Trust II (the

‘‘Trust’’) and Hillview Capital Advisors,

LLC (the ‘‘Adviser’’) request an order

that would permit applicants to enter

into and materially amend subadvisory

agreements without shareholder

approval.

Filing Dates: The application was

filed on April 14, 2000 and amended on

November 15, 2000. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

Hearing or Notification of Hearing: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on March 5, 2001, 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

10038 Federal Register / Vol. 66, No. 30 / Tuesday, February 13, 2001 / Notices

1The applicants request that any relief granted

pursuant to the application also apply to future

series of the Trust and any other registered openend management investment companies and their

series that: (a) Are advised by the Adviser or any

entity controlling, controlled by, or under common

control with the Adviser; (b) are managed in a

manner consistent with this application, and (c)

comply with the terms and conditions in the

application (together, ‘‘Future Funds’’). The Trust is

the only existing investment company that

currently intends to rely on the requested order.

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

Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609; Applicants, c/o Joseph A.

Bracken, Hillview Capital Advisors,

LLC, 1055 Washington Boulevard,

Stamford, Connecticut 06901.

FOR FURTHER INFORMATION CONTACT: Jean

E. Minarick, Senior Counsel, at (202)

942–0527, or Christine Y. Greenlees,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (telephone (202) 942–8090).

Applicants’ Representations

1. The Trust is a Delaware business

trust registered under the Act as an

open-end management investment

company. The Trust is organized as a

series investment company and

currently has two series, Hillview Alpha

Fund and Hillview International Alpha

Fund (each a ‘‘Fund’’ and collectively,

the ‘‘Funds’’), each of which has its own

distinct investment objective and

policies. The Adviser, a Delaware

limited liability company, serves as

investment adviser to the Funds, and is

registered as an investment adviser

under the Investment Advisers Act of

1940 (‘‘Advisers Act’’).1 The Adviser is

a subsidiary of Value Asset

Management, Inc., a privately held

financial services holding company.

2. The Trust, on behalf of each Fund,

has entered into an investment advisory

agreement with the Adviser (‘‘Advisory

Agreement’’). The Advisory Agreement

has been approved by the Trust’s board

of trustees (the ‘‘Board’’), including a

majority of the trustees who are not

‘‘interested persons,’’ as defined in

section 2(a)(19) of the Act, of the Trust

or the Adviser (‘‘Independent

Trustees’’), as well as each Fund’s initial

shareholder. Under the terms of the

Advisory Agreement, the Adviser,

subject to oversight by the Board, has

overall supervisory responsibility for

the investment program of each Fund.

The Trust and the Adviser have entered

into investment subadvisory agreements

(‘‘Subadvisory Agreements’’) with

multiple subadvisers (‘‘Subadvisers’’)

for each of the Funds. Under the

Subadvisory Agreements, each

Subadviser, subject to general

supervision by the Adviser and the

Board, has discretionary authority to

invest a portion of a Fund’s assets

allocated to it by the Adviser. Currently,

Hillview Alpha Fund has five

Subadvisers and Hillview International

Alpha Fund has four Subadvisers. Each

of the Subadvisers is registered as an

investment adviser under the Advisers

Act. Future Subadvisers will be

registered or exempt from registration

under the Advisers Act. Each fund pays

the Adviser a fee based on the Fund’s

average daily net assets.

3. The Adviser monitors the Funds

and the Subadvisers and makes

recommendations to the Board

regarding allocation, and reallocation, of

assets between Subadvisers and is

responsible for recommending the

hiring, termination and replacement of

Subadvisers. The Adviser recommends

Subadvisers based on a number of

factors used to evaluate their skills in

managing assets pursuant to particular

investment objectives. Each Subadviser

will be paid by the Trust at a rate that

has been negotiated with each

Subadviser by the Adviser and

approved by the Board. Applicants also

state that, as a condition to the

requested order, shareholders of a Fund

will approve any change to a

Subadvisory Agreement if such change

would result in an increase in the

overall management and advisory fees

payable by a Fund that have been

approved by the shareholders of the

Fund.

4. Applicants request an order to

permit the Adviser to enter into and

materially amend Subadvisory

Agreements without obtaining

shareholder approval. The requested

relief will not extend to a Subadviser

that is an affiliated person, as defined in

section 2(a)(3) of the Act, of the Trust or

the Adviser, other than by reason of

serving as a Subadviser to one or more

of the Funds (‘‘Affiliated Subadviser’’).

None of the current Subadvisers is an

Affiliated Subadviser.

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides,

in relevant part, that it is unlawful for

any person to act as an investment

adviser to a registered investment

company except under a written

contract that has been approved by the

vote of the company’s outstanding

voting securities. Rule 18f–2 under the

Act provides that each series or class of

stock in a series company affected by a

matter must approve such matter if the

Act requires shareholder approval.

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

the Commission may exempt any

person, security, or transaction or any

class of persons, securities, or

transactions from any provision of the

Act, or from any rule thereunder, if such

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 exemption under section 6(c)

of the Act from section 15(a) of the Act

and rule 18f–2 under the Act to permit

them to enter into and materially amend

Subadvisory Agreements without

shareholder approval.

3. Applicants assert that the

shareholders are relying on the

Adviser’s experience to select one or

more Subadvisers best suited to achieve

a Fund’s desired investment objectives.

Applicants assert that, from the

perspective of the investor, the role of

the Subadvisers is comparable to that of

individual portfolio managers employed

by other investment advisory firms.

Applicants contend that requiring

shareholder approval of each

Subadvisory Agreement would impose

costs and unnecessary delays on the

Funds, and may preclude the Adviser

from acting promptly in a manner

considered advisable by the Board.

Applicants note that the Advisory

Agreement will remain fully subject to

section 15(a) of the Act and rule 18f–2

under the Act, including the

requirements for shareholder approval,

and that shareholders of a Fund will

approve any change to a Subadvisory

Agreement if such change would result

in an increase in the overall

management and advisory fees payable

by a Fund that have been approved by

the shareholders of the Fund.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief will be

subject to the following conditions:

1. Before applicants may rely on the

requested order as to any Fund, the

operation of the Fund in the manner

described in the application will be

approved by a majority of its

outstanding voting securities, as defined

in the Act, or by its initial shareholder,

provided that, in the case of approval by

Federal Register / Vol. 66, No. 30 / Tuesday, February 13, 2001 / Notices 10039

the initial shareholder, the pertinent

Fund’s shareholders purchase shares on

the basis of a prospectus containing the

disclosure contemplated by condition 2

below. Similarly, before a Future Fund

may rely on the order requested in the

application, the operation of the Future

Fund in the manner described in the

application will be approved by its

initial shareholder before a public

offering of shares of such Future Fund,

provided that shareholders purchase

shares on the basis of a prospectus

containing the disclosure contemplated

by condition 2 below.

2. Each Fund will disclose in its

prospectus the existence, substance and

effect of any order granted pursuant to

the application. In addition, each Fund

and any Future Fund relying on the

requested order will hold themselves

out to the public as employing the

management structure described in the

application. The prospectus with

respect to each Fund and any Future

Fund will prominently disclose that the

Adviser has the ultimate responsibility

(subject to oversight by the Board) to

oversee the Subadvisers and

recommend their hiring, termination,

and replacement.

3. At all times, a majority of the Board

will be Independent Trustees, and the

nomination of new or additional

Independent Trustees will be at the

discretion of the then existing

Independent Trustees.

4. The Adviser will not enter into a

Subadvisory Agreement with any

Affiliated Subadviser without that

agreement, including the compensation

to be paid thereunder, being approved

by the shareholders of the applicable

Fund.

5. When a Subadviser change is

proposed for a Fund or any Future Fund

with an Affiliated Subadviser, the

Board, including a majority of the

Independent Trustees, will make a

separate finding, reflected in the Board

minutes, that the change is in the best

interests of the Fund or the Future Fund

and its shareholders and does not

involve a conflict of interest from which

the Adviser or the Affiliated Subadviser

derives an inappropriate advantage.

6. Within 90 days of the hiring of any

new Subadviser, shareholders will be

furnished all information about the new

Subadviser that would be included in a

proxy statement, including any change

in such disclosure caused by the

addition of the new Subadviser. Each

Fund will meet this condition by

providing shareholders with an

information statement meeting the

requirements of Regulation 14C,

Schedule 14C and Item 22 of Schedule

14A under the Securities Exchange Act

of 1934 within 90 days of the hiring of

any new Subadviser.

7. The Adviser will provide general

management services to each Fund,

including overall supervisory

responsibility for the general

management and investment of each

Fund’s assets, and, subject to review

and approval by the Board, will: (a) Set

the Fund’s overall investment strategies,

(b) select Subadvisers, (c) when

appropriate, allocate and reallocate a

Fund’s assets among multiple

Subadvisers; (d) monitor and evaluate

the performance of the Subadvisers, and

(e) ensure that the Subadvisers comply

with each Fund’s investment objective,

policies and restrictions by, among

other things, implementing procedures

reasonably designed to ensure

compliance.

8. No trustee or officer of the Trust,

or director or officer of the Adviser will

own, directly or indirectly (other than

through a pooled investment vehicle

that is not controlled by such person),

any interest in a Subadviser, except for:

(a) Ownership of interests in the

Adviser or any entity that controls, is

controlled by, or is under common

control with the Adviser; or (b)

ownership of less than 1% of the

outstanding securities of any class of

equity or debt of a publicly traded

company that is either a Subadviser or

an entity that controls, is controlled by,

or is under common control with a

Subadviser.

9. Shareholders of a Fund will

approve any change to a Subadvisory

Agreement if such change would result

in an increase in the overall

management and advisory fees payable

by the Fund that have been approved by

the shareholders of the Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–3566 Filed 2–12–01; 8:45 am]

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[Investment Company Act Release No.

24856; 812–12410]

Mutual Fund Select Group, et al.;

Notice of Application

February 8, 2001.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application under

section 17(b) of the Investment

Company Act of 1940 (‘‘Act’’) for an

exemption from section 17(a) of the Act.

Summary of Application: Applicants

request an order to permit the proposed

reorganization of (a) Chase Vista Select

Short-Term Bond Fund (‘‘Select ShortTerm Bond Fund’’), a series of Mutual

Fund Select Group (‘‘MFSG’’), with and

into Chase Vista Short-Term Bond Fund

(‘‘Short-Term Bond Fund’’), a series of

Mutual Fund Group (‘‘MFG’’), and (b)

Chase Vista Bond Fund (‘‘Bond Fund’’),

a series of MFG, with and into Chase

Vista Select Bond Fund (‘‘Select Bond

Fund’’), a series of MFSG. Because of

certain affiliations, applicants may not

rely on rule 17a–8 under the Act.

Applicants: MFSG, MFG, and The

Chase Manhattan Bank (‘‘Chase’’).

Filing Dates: The application was

filed on January 16, 2001. Applicants

have agreed to file an amendment

during the notice period, the substance

of which is reflected in this notice.

Hearing or Notification of Hearing: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on February 28, 2001, 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 Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609. Applicants, 1211 Avenue

of the Americas, 41st Floor, New York,

New York, 10036.

FOR FURTHER INFORMATION CONTACT: John

L. Sullivan, Senior Counsel, at (202)

942–0681, or Michael W. Mundt,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (tel. 202–942–8090).

Applicant’s Representations

1. MFSG, a Massachusetts business

trust,is registered under the Act as an

open-end management investment