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maintain its corporate existence under Maryland may request a hearing on the application or ask to State law.

For the Commission, by the Division of Investment Management, under delegated authority.

Jonathan G. Katz Secretary

INVESTMENT COMPANY ACT OF 1940
Release No. IC-16681/December 7, 1988
812-7142

National Rural Utilities Cooperative Finance
Corporation; Notice of Application.

ACTION: Notice of application for an amended order under the Investment Company Act of 1940 (“1940 Act").

be notified if a hearing is ordered. Any requests must be received by the SEC by 5:30 p.m., December 29, 1988. Request a hearing in writing, giving the nature of your interest, the reason for the request, and the issues you contest. Serve the Applicant with the request, either personally or by mail, and also send it to the Secretary of the SEC, along with proof of service by affidavit, or, in the case of an attorney-at-law, by certificate. Request notification of the date of a hearing by writing to the Secretary of the SEC.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, DC 20549; Applicant, % Mark L. Weissler, Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, NY 10005.

APPLICANT: National Rural Utilities Cooper- FOR FURTHER INFORMATION CONTACT: ative Finance Corporation.

RELEVANT 1940 ACT SECTIONS: Exemption requested pursuant to Sections 6(c) and 6(e) from all provisions of the 1940 Act, with certain exceptions.

SUMMARY OF APPLICATION: Applicant seeks an order pursuant to Sections 6(c) and 6(e) amending a prior order (Investment Company Act Rel. No. 15811, June 16, 1987, "Prior Order") exempting certain trusts ("Trust") established or to be established by Applicant, each Trust to hold a note guaranteed by the Rural Electrification Administration evidencing loans used to refinance certain borrowings from the Federal Financing Bank, from all provisions of the 1940 Act other than Sections 26 (with certain exceptions), 36, 37 and (to the extent necessary to implement the foregoing Sections) 38 through 53 thereof in connection with the issuance of certificates ("Certificates") by each Trust to Applicant and the subsequent resale of the Certificates to the public by Applicant. The purpose of the requested amended order is to extend the relief granted in the Prior Order to Trusts established on behalf of certain rural telephone systems (the Prior Order contemplated only rural electric systems) and to consolidate into the requested amended order certain miscellaneous changes in the factual description of Applicant's proposal. FILING DATE: The application was filed on September 29, 1988 and a letter was submitted November 17, 1988.

HEARING OR NOTIFICATION OF HEARING: If no hearing is ordered, the requested exemption will be granted. Any interested person

Thomas Mira, Staff Attorney (202) 272-3047, or Brion Thompson, Branch Chief (202) 272-3016 (Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: Following is a summary of the application; the complete application is available for a fee from either the

SEC's Public Reference Branch in person or the SEC's commercial copier (800) 231-3282 (in Maryland (301) 258-4300).

Applicant's Representations:

1. Applicant is a tax exempt, not-for-profit cooperative association that was established by its members to provide them with a source of financing to supplement the loan programs of the Rural Electrification Administration of the United States Department of Agriculture (“REA”). Applicant's members are generally non-profit cooperative electric utilities and service organizations and represent 95% of the total number of such entities in the United States. Under the Prior Order, Applicant presently conducts a program ("Program") to assist rural electric systems ("Electric Borrowers") in refinancing certain borrowings from the Federal Financing Bank of the United States Treasury Department ("FFB Loans") as permitted by an amendment to the Rural Electrification Act of 1936. The FFB Loans are repaid from the proceeds of loans made by Applicant ("Private Loans”), repayment of which is guaranteed by the REA, which loans are evidenced by notes ("Private Notes") each deposited in a Trust. Each Trust's investment activities consist of receiving a single Private Note, issuing the Certificates representing the beneficial interest of the Trust, and collecting

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2. Applicant now proposes to extend the Program to cover refinancing of FFB Loans by rural telephone systems ("Telephone Borrowers"). The legislation under which the Program was organized treats Electric Borrowers and Telephone Borrowers indiscriminately. To extend the Program, Applicant will act, in part, through Rural Telephone Finance Cooperative ("RTFC"), a cooperative of which Applicant is a member that makes loans to Telephone Borrowers. Applicant manages RTFC pursuant to a management contract and, under RTFC's charter, appoints a majority of its board of directors. Applicant combines RTFC's financial results with its own in Applicant's financial statements, as required by generally accepted accounting principles in light of Applicant's control over RTFC and the complete integration of the two entities' operations.

3. Under the Program as revised, the Trusts would be established and operate in substantially the same manner as under the Prior Order, except that in the case of a Telephone Borrower, RTFC (rather than Applicant as in the case of Electric Borrowers) would make the Private Loans the proceeds of which would be used to prepay the FFB Loans being refinanced. RTFC would derive its funds through a loan from (or borrowing guaranteed by) Applicant. Applicant would guarantee performance by RTFC of its obligations as - lender. RTFC would receive the Certificates issued by each Trust holding a Private Note evidencing the Private Loan made by RTFC. Under the proposed amended order, REA would continue to provide the same full faith and credit obligation of the United States with respect to any principal and interest due on a Private Note as was provided under the Prior Order.

4. Applicant will continue to act as servicer for all Trusts, unless REA interprets applicable regulations to require that RTFC so act with respect to Telephone Borrowers, in which case RTFC will subcontract its servicing obligations to Applicant. Applicant will also guarantee RTFC's performance of its obligations as lender and as servicer or otherwise provide RTFC with credit

support satisfactory to REA as permitted under applicable regulations. Given its responsibilities as servicer, Applicant will continue to sign registration statements under the Securities Act of 1933 with respect to the Certificates.

5. Applicant also proposes to amend the Prior Order to reflect the following changes in the Program:

(a) If the rate on a Private Note is fixed after a period during which it has borne interest at a variable rate, any savings theretofore realized (that is, the amount by which the interest rate it has actually borne is less than the weighted average rate on the refinanced FFB Loans (the "FFB Rate"), will be available, as contemplated by applicable regulations, to permit fixing of a rate in

excess of the FFB Rate to the extent of the savings. In no case would there be any change in the interest rates on the Certificates once they had been sold to the public.

(b) During the period when a Private Note bears interest at a variable rate, it may generally be prepaid on five days' notice rather than on 30 days notice as was stated in the application on which the Prior Order was granted. Funds deposited for prepayment of such Private Note during this period will be invested not for 30 days but only for the period between notice of prepayment and distribution to Certificateholders (a minimum of five and a maximum of 10 days). Funds will be invested only in instruments maturing before the date of distributions.

(c) Enforcement expenses and (unless REA consents in a particular transaction) offering costs for the Certificates will no longer be included in REA-guaranteed interest on the Private Notes. Instead, the servicer will be relegated to an unsecured claim for these expenses directly against the borrower, and offering costs (if REA does not permit otherwise) will be paid by the borrower at closing or financed by Applicant or RTFC for the borrower outside the refinancing transaction. Since the servicer will have no claim for these expenses and costs from the Trusts, it remains true (as stated in the original application) that payment of these costs and expenses will not reduce distributions to Certificateholders.

(d) The original application indicates that earnings on funds invested pending distribution to Certificateholders will be either paid to Applicant or returned to the borrower (or to REA to the extent of unreimbursed payments on the REA quaranty). Under the amended order the bor

rower and REA, and not Applicant, will receive INVESTMENT COMPANY ACT OF 1940 all such earnings.

(e) While Applicant still holds the Certificates, the rate on a Private Note, once fixed, must remain so fixed until the maturity of the Private Note.

Applicant's Legal Conclusions:

1. The requested amended order is necessary and appropriate in the public interest because Congress has acted to encourage prepayment of the FFB Loans with private capital, the structure proposed has been approved by REA and accommodates the government's concerns about issuance of federally guaranteed debt directly to the public and the investment activities of the Trusts will be very limited.

2. The requested amended order is consistent with the protection of investors because the limited activity of the Trusts and the extreme safety of the assets they will hold obviate the need for the complex regulatory safeguards of the 1940 Act. Finally, Applicant's proposal is consistent with the purposes fairly intended by the policy and provisions of the 1940 Act because the Trusts' operations will not lend themselves to the abuses against which the 1940 Act is directed.

Applicant's Conditions:

If the requested exemption is granted, Applicant agrees that the Trusts will comply with the following conditions:

1. To be subject pursuant to Section 6(e) of the 1940 Act to Sections 26 (with the following exception), 36, 37 and (to the extent necessary to implement the foregoing sections) 38 through 53 of the 1940 Act. They will not be subject to the provisions of Section 26(a)(2) of the 1940 Act to the extent such provisions are inconsistent with the servicer compensation arrangements (including the scheduled servicing fee and reimbursements for certain expenses) described in the application, which Applicant believes are fair and reasonable in light of the function the servicer undertakes.

For the Commission, by the Division of Investment Management, under delegated authority.

Jonathan G. Katz
Secretary

Release No. IC-16682/December 7, 1988

811-3227

In the Matter of

SEA CASH MANAGEMENT FUND, INC.
(formerly, Principal Cash Management Fund,
Inc.)

B304-6991 East Camelback Road
Scottsdale, Arizona 85251

ORDER DECLARING THAT APPLICANT
HAS CEASED TO BE AN INVESTMENT
COMPANY

Sea Cash Management Fund, Inc. ("Applicant"),
registered under the Investment Company Act of
1940 (the "1940 Act") as an open-end, diversified
management investment company, filed an ap-
plication on November 1, 1988, for an order of the
Commission, pursuant to Section 8(f) of the 1940
Act, declaring that Applicant has ceased to be an
investment company.

On November 10, 1988, a notice (Investment Company Act Release No. 16633) was issued of the filing of the application. The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the application would be issued unless a hearing should be ordered. No request for a hearing has been filed and the Commission has not ordered a hearing.

The matter has been considered, and it is found, on the basis of the information stated in the

application, that Applicant has ceased to be an investment company. Accordingly,

IT IS ORDERED, pursuant to Section 8(f) of the 1940 Act, that Applicant's registration under the 1940 Act shall forthwith cease to be in effect. For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz
Secretary

INVESTMENT COMPANY ACT OF 1940
Release No. IC-16683/December 7, 1988
File No. 812-7082

Order Granting Exemptions; Golden American
Life Insurance Company, et al.

Golden American Life Insurance Company, Western Capital Specialty Managers Separate Account B (the "Account"), and Directed Services, Inc., filed an application on July 27, 1988, and amendments thereto on October 6, 1988, October 21, 1988 and November 7, 1988, for an order of the Commission pursuant to Section 6(c) of the Investment Company Act of 1940 (the “Act”), exempting them from the provisions of Sections 26(a)(2)(C) and 27 (c)(2) of the Act to the extent necessary to permit mortality and expense risk charges and a guaranteed death benefit charge to be deducted from the assets of the Account.

A notice of the filing of the application was issued on November 10, 1988 (Investment Company Act Release No. IC-16634). The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the matter would be issued as of course unless a hearing should be ordered. No request for a hearing has been received, and the Commission has not ordered a hearing.

The matter has been considered and it is found that the granting of the exemptions is 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. Accordingly,

IT IS ORDERED, pursuant to Section 6(c) of the Act, that the requested exemptions from Sections 26(a)(2)(C) and 27(c)(2) of the Act, be, and hereby are, granted, effective forthwith.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz Secretary

INVESTMENT COMPANY ACT OF 1940
Release No. IC-16684/December 8, 1988
File No. 812-7149

Order Granting Exemptions; American Skandia
Life Assurance Corporation, et al.
American Skandia Life Assurance Corporation,
Skandia Life Variable Account C (“Account”),
and Skandia Life Equity Sales Corporation filed
an application on October 14, 1988, for an order
of the Commission pursuant to Section 6(c) of the
Investment Company Act of 1940 (the "Act"),
exempting them from the provisions of Sections
26(a)(2)(C) and 27(c)(2) of the Act to the extent

necessary to permit the deduction of mortality and expense risk charges from the assets of the Account.

A notice of filing of the application was issued on November 8, 1988 (Investment Company Act Release No. 16628). The notice gave interested persons an opportunity to request a hearing and stated that an order disposing of the application would be issued as of course unless a hearing should be ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.

The matter has been considered and it is found that the granting of the exemptions is 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. Accordingly,

IT IS ORDERED, pursuant to Section 6(c) of the Act, that the requested exemptions from Sections 26(a)(2)(C) and 27(c)(2) of the Act, be, and hereby are, granted, effective forthwith.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz Secretary

INVESTMENT COMPANY ACT OF 1940 Release No. IC-16685/December 8, 1988 812-7103

Structured Asset Funding Corporation; Notice of Application

Action: Notice of Application for an Amended Order under the Investment Company Act of 1940 (the "1940 Act").

Applicant: Structured Asset Funding Corporation ("Depositor") (formerly E.F. Hutton Mortgage Capital Inc.) and certain trusts ("Trusts") created by the Depositor (collectively as "Applicant").

Relevant 1940 Act Section: Exemption requested under Section 6(c) from all provisions of the 1940

Act.

Summary of Application: The Applicant seeks an order amending an existing order (Investment Company Act Release No. 15694, April 21, 1987), and exempting and Depositor and certain Trusts that it may create from all provisions of the 1940 Act in connection with their issuance of collat

eralized mortgage obligations and sale of residual interests.

Filing Dates: The application was filed on August 8, 1988, amended on October 19, November 17 and December 8, and a letter was submitted on November 23, 1988.

Hearing or Notification of Hearing: If no hearing is ordered, the application will be granted. Any interested person may request a hearing on this application, or ask to be notified if a hearing is ordered. Any requests must be received by the SEC by 5:30 p.m., on December 29, 1988. Request a hearing in writing, giving the nature of your interest, the reason for the request, and the issues you contest. Serve the Applicant with the request, either personally or by mail, and also send it to the Secretary of the SEC, along with proof of service by affidavit or, for attorneys, by certificate. Request with proof of service by affidavit or, for attorneys, by certificate. Request

notification of the date of a hearing by writing to the Secretary of the SEC.

Addresses: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 20549; Applicant, 3131 One Main Place, Dallas, TX 75270.

For Further Information Contact: James E. Banks, Staff Attorney (202) 272-2190, or Brion R. Thompson, Branch Chief (202) 272-3016 (Division of Investment Management, Office of Investment Company Regulation).

Supplementary Information: The following is a summary of the application; the complete application is available for a fee from either the SEC's Public Reference Branch in person, or the SEC's commercial copier (800) 231-3282 (in Maryland (301) 258-4300).

Applicant's Representations:

1. The Depositor is an indirect, wholly-owned, limited-purpose financing subsidiary of Shearson Lehman Hutton Inc., a Delaware corporation. The Depositor was organized for certain limited purposes, including issuing one or more series of collateralized mortgage, and serving as the depositor of existing or future Trusts which will issue one or more series of Bonds and sell the beneficial interests therein. The Depositor will also invest in certain mortgage certificates (the "Mortgage Certificates") which will be used to collateralize the Bonds.

2. The Mortgage Certificates will consist of (1) "fully-modified" pass-through mortgage-backed certificates guaranteed by the Government Na

tional Mortgage Association (“GNMA Certificates"), (2) mortgage participation certificates issued by the Federal Home Loan Mortgage Corporation ("FHLMC Certificates”"), and (3) guaranteed mortgage pass-through securities issued by the Federal National Mortgage Association ("FNMA Certificates"). In addition to the Mortgage Certificates directly securing the Bonds, a series may have additional collateral which may include certain collection accounts and reserve funds as specified in the related indenture.

3. In connection with the acquisition of E.F. Hutton Group Inc., the Applicant's former parent, by Shearson Lehman Hutton Inc. (formerly Shearson Lehman Brothers Inc.), the Applicant requests an order amending its prior order to (i) change its name and the identity of its parent, (ii) change the name of the variable rate Bonds to "Floating Interest Rate Short Tranche Se

curities" ("FIRSTS"), and (iii) change references in the limitations on future ownership of the Applicant's stock to Shearson Lehman Hutton Inc. or an affiliate of Shearson Lehman Hutton Inc.

4. Each Trust will be established under a separate deposit trust agreement (the “Deposit Trust Agreement") between the Depositor and a bank or trust company or other fiduciary acting as owner-trustee ("Owner Trustee"). Applicant will issue one or more series of Bonds under the terms of a trust indenture (the "Indenture") between the Depositor (the Owner Trustee in the case of a Trust) and an independent trustee ("Trustee"), as supplemented by one or more series supplements. The Indenture will be qualified under the Trust Indenture Act of 1939 unless an appropriate exemption is available.

5. In the case of each series of Bonds: (a) the Applicant will hold no substantial assets other than the Mortgage Certificates; (b) the Bonds will be secured by Mortgage Certificates having collateral value determined under the Indenture, at

the time of issuance and following each payment

date, equal to or greater than the outstanding principal balance of the Bonds; (c) distributions of principal and interest received on the Mortgage Certificates securing the Bonds and any applicable reserve funds, plus reinvestment income thereon, will be sufficient to pay all interest on the Bonds and to retire each class of Bonds by its stated maturity; and (d) the Mortgage Certificates will be assigned to the Trustee and will be subject to the lien of the related Indenture.

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