tion companies (“CDC”) headquartered in Columbus, Ohio. COS is a distribution company operating in Virginia with approximately 60,000 customers and is headquartered in Richmond, Virginia. It is proposed that these two companies be merged, with COS as the surviving company, succeeding to all properties and liabilities of both companies. Pursuant to the Merger Agreement, shares of COS common stock ($50 par value) will be issued to Columbia in exchange for all shares of CVA common stock ($25 par value) held by Columbia based on the ratio of par values. Therefore, one share of COS common stock will be issued for each two shares of CVA common stock held by Columbia. The merger into COS of Lynchburg Gas Company, the third CDC operating in Virginia, is planned for June 1989 and authority for that transaction will be sought by post-effective amendment to this file. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary TRUST INDENTURE ACT OF 1939 TRUST INDENTURE ACT OF 1939 Release No. 39-2192/October 19, 1988 The Securities and Exchange Commission has issued an order under the Trust Indenture Act of 1939 on an application by Piedmont Aviation, Inc. (the "Company") that the trusteeship of Meridian Trust Company (the "Bank") under seven indentures between the Company and the Bank, four of which are dated as of September 15, 1988 (the "September Indentures") and three of which are dated as of March 1, 1988 (the "March Indentures"), all of which were heretofore qualified under the Act (collectively, the "Indentures"), is not likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Bank from acting as trustee under any one of such Indentures. ORDER TERMINATING REGISTRATION PURSUANT TO SECTION 8(f) OF THE 1940 ACT Criterion Distributors, Inc. filed an application on behalf of Systematic Plans to Accumulate Shares of Industries Trend Fund, Inc. (“Applicant") on July 22, 1988, and an amendment thereto on August 30, 1988, for an order of the Commission, pursuant to Section 8(f) of the Investment Company Act of 1940 (“1940 Act”) declaring that Applicant has ceased to be an investment company. On September 13, 1988, a notice was issued of the filing of the application (Investment Company Act Release No. 16562). 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 filed and the Commission has not ordered a hearing. The matter has been considered, and it is found that the Applicant has ceased to be an investment company. Accordingly, IT IS ORDERED, pursuant to Section 8(f) of the 1940 Act, that the registration of Systematic Plans to Accumulate Shares of Industries Trend Fund, Inc. 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 Technology Funding Partners IV, An Action: Notice of Application for Exemption under the Investment Company Act of 1940 (the "1940 Act"). Applicants: Technology Funding Partners IV, An Aggressive Growth Fund, L.P. (formerly Technology Funding Partners IV, L.P.) (the "Partnership"), Technology Funding Inc. and Technology Funding Ltd. (the "Managing General Partners"). Relevant 1940 Act Sections: Exemption requested under Section 6(c) of the 1940 Act from certain provisions of Sections 2(a)(19) and 2(a)(3) of the 1940 Act. Summary of Application: Applicants seek an order determining that: (1) under Section 2(a)(19) of the 1940 Act, the Independent General Partners of the Partnership (as hereinafter defined) are not "interested persons" of the Partnership, the other General Partners (as hereinafter defined) or the principal underwriter of the Partnership solely by reason of their status as General Partners of the Partnership and co-partners of the other General Partners; and (2) under Section 2(a)(3) of the 1940 Act, no limited partner owning less than 5% of the units of limited partnership interest in the Partnership is an "affiliated person" of the Partnership or any of its partners solely by reason of being a limited partner of the Partnership and a co-partner of the other limited partners and the General Partners. Filing Date: The application was filed on December 22, 1987, and amended and restated on September 26, 1988, and October 14, 1988. Hearing or Notification of Hearing: If no hearing is ordered, the application will be granted. Any interested person may request a hearing on the 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 November 7, 1988. Request a hearing in writing, giving the nature of your interest, the reason for the request, and the issues you contest. Serve the Applicants 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 lawyers, 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, D.C. 20549. The Partnership and the Managing General Partners, 2000 Alameda de las Pulgas, Suite 250, San Mateo, California 94403. For Further Information Contact: Staff Attorney Regina Hamilton, (202) 272-3024, or Special Counsel H.R. Hallock, Jr., (202) 272-3030, 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). Applicants' Representations: 1. The Partnership is a Delaware limited partnership that has elected status as a business development company pursuant to Section 54 of the 1940 Act. It will be governed by an Amended and Restated Limited Partnership Agreement (the "Partnership Agreement"). The investment objective of the Partnership is to seek long-term capital appreciation by making venture capital investments. 2. The Partnership has filed a registration statement under the Securities Act of 1933, as amended, on Form N-2 with respect to a proposed public offering of units of limited partnership interest ("Units"). The maximum proceeds from the offering will be $40,000,000, which will be invested in 20 to 30 venture capital investments over a period of up to four years. 3. The General Partners of the Partnership initially will consist of three individual general partners (the "Individual General Partners") and the Managing General Partners. Following the commencement of the offering of the Units, the number of Individual General Partners may not be less than three and no more than nine. The initial Individual General Partners will not be "interested persons" of the Partnership within the meaning of that term under Section 2(a)(19) of the 1940 Act ("Independent General Partners”), although successor Individual General Partners may be individuals who are affiliated persons of the Managing General Partners. The Managing General Partners are a California corporation (Technology Funding Inc.) and a California limited partnership (Technology Funding Ltd.). The Managing General Partners are in the business of organizing and managing limited partnerships. Both Managing General Partners have registered as investment advisers under the Investment Advisers Act of 1940 ("Advisers Act"). Technology Funding Securities Corporation ("TFSC"), a registered broker-dealer, will serve as principal underwriter with respect to the sale of Units. 4. The Individual General Partners (initially three in number) and one representative from each Managing General Partner will serve on a management committee ("Committee") of the Partnership. The Committee has complete and exclusive authority to manage and control the Partnership except for those specific activities of the Partnership for which, under the supervision of the Committee, the Managing General Partners will be responsible. Such activities are summarized below and are specifically set forth in the Partnership Agreement. The Committee will provide overall guidance and supervision with respect to the operations of the Partnership, will perform all duties of a board of directors of a business development company pursuant to the 1940 Act, and will monitor the activities of companies in which the Partnership invests. 5. The Partnership Agreement provides that the general partners are elected at the annual meetings of the limited partners and serve for annual terms. The Committee is empowered from time to time to determine the number of persons to be elected as Individual General Partners. If at any time the number of Independent General Partners is reduced to less than a majority of the general partners, the remaining members of the Committee must, within ninety days, designate one or more successor Independent General Partners so as to restore the number of Independent General Partners to such a majority. 6. The Managing General Partners will be responsible and have authority, subject to the supervision of the Committee, to determine and manage the Partnership's venture capital investments and manage day-to-day Partnership opera tions. The Independent General Partners will assume the responsibilities and obligations under the 1940 Act required of non-interested directors of a business development company in corporate form. The Managing General Partners undertake that they will not resign or withdraw from the Partnership unless successor Managing General Partners have been appointed and consented to by the limited partners in compliance with the Partnership Agreement. 7. Applicants state that the Independent General Partners will have full-time employment with entities unrelated to the Partnership and will have substantial experience that they will bring to their positions as Independent General Partners. Applicants state that the Independent General Partners are in a position to act capably and independently on behalf of the Partnership and the limited partners. The Partnership Agreement requires the Independent General Partners to act, in their good faith judgment, in the best interests of the Partnership. In addition, the actions of the Independent General Partners will be subject to the fiduciary responsibilities imposed on general partners to limited partners of partnerships by applicable partnership laws. 8. The limited partners, in general, have the right to vote only on certain major Partnership events specifically contemplated by Delaware law (such as dissolution of all or substantially all of the Partnership assets and dissolution of the Partnership) and on certain occasions required by the 1940 Act. The limited partners have no right to participate in the control of the Partnership's business. The rights of limited partners to vote on certain matters are either equivalent to or more limited than those of corporate shareholders. Prior to the issuance of the order for exemption that is the subject of this notice, the Partnership will have obtained an opinion of Delaware counsel that the possession or exercise of the voting rights granted to limited partners will not subject the limited partners to liability as general partners under the Delaware Revised Uniform Limited Partnership Act. 9. The Partnership Agreement empowers the general partners to take all actions that may be necessary or appropriate to protect the limited liability of the limited partners. The Partnership does not presently have an insurance policy that would provide coverage to persons who become limited partners, but the general partners expressly represent and undertake that they will take all such actions necessary or appropriate to protect the limited liability of the limited partners. Moreover, the Partnership will consider the possibility of obtaining an errors and omissions insurance policy, and the Individual General Partners will periodically review the appropriateness of obtaining such an insurance policy for the Partnership. 10. The Partnership Agreement provides generally that the net profits of the Partnership will be allocated first to those partners with deficit capital account balances until such deficits have been eliminated, then to the partners as necessary to offset net losses previously allocated to such partners and sales commissions charged to their capital accounts, and then 75% to the limited partners (generally in proportion to the number of units held by each), 5% to the limited partners (to be allocated pursuant to "unit months" as defined in the Partnership Agreement) and 20% to the Managing General Partners. 11. The Partnership Agreement generally provides that the cash and securities available for distribution will be distributed 99% to the limited partners and 1% to the general partners until "conversion", i.e., when the amount previously distributed equals the aggregate capital contributions of all limited partners, less any excess capital contributions returned to the limited partners. Thereafter, the Partnership will make distributions, subject to the representations and express conditions agreed to below, in proportion to the partners' capital account balances. The Partnership Agreement also provides for a special allocation to the Managing General Partners of Net Loss (as defined in the Partnership Agreement) otherwise allocable to a Limited Partner, that exceeds the positive balance in the capital account of such Limited Partner and a subsequent special allocation of Net Profit (as defined in the Partnership Agreement) in the same amount. In addition, the Partnership Agreement provides that securities distributed in kind to the partners will be treated as if sold at the time of distribution. The various allocation provisions in the Partnership Agreement have not been reviewed or approved by the Commission and the Commission expresses no opinion with regard to whether Section 205 of the Advisers Act permits such allocations. Applicants' Legal Conclusions: 1. By virtue of their status as partners of the Partnership, the Independent General Partners could be deemed "interested persons" of the Partnership. The Independent General Partners also could be construed to be "interested persons" of the Partnership by virtue of being "interested persons" of an investment adviser and principal underwriter to the Partnership given their status as "co-partners," and consequently, "affiliated persons" with the Managing General Partners. The Managing General Partners could be construed to be investment advisers of the Partnership. Furthermore, one Managing Gen eral Partner "controls," and the other Managing General Partner is "under common control with" the principal underwriter, which would make the Managing General Partners "affiliated persons" of the principal underwriter, TFSC. 2. Applicants request that the Partnership and its Independent General Partners be exempted from the provisions of Section 2(a)(19) to the extent that each Independent General Partner would be deemed to be an "interested person" of the Partnership, the other General Partners, or TFSC, solely because such Independent General Partner is a general partner of the Partnership and a co-partner of the other General Partners. The partnership has been structured so that the Independent General Partners are the functional equivalents of the non-interested directors of an incorporated business development company. Section 2(a)(19) excludes from the definition of "interested persons" of an investment company those individuals who would be "interested persons" solely because they are directors of an investment company, but there is no equivalent exception for partners of an investment company. 3. Each person who becomes a limited partner will be a partner of the Partnership and thus a copartner thereof with each other limited partner and with each General Partner. Thus, each limited partner will be deemed to be an "affiliated person" of the Partnership as well as of each other limited partner and each General Partner merely by virtue of having purchased a Unit and becoming a limited partner. Section 2(a)(3) of the 1940 Act specifically excludes from the definition of "affiliated persons" shareholders with less than a 5% ownership in a corporation. Applicants state that limited partner investors may be deemed affiliates of the Partnership because Section 2(a)(3) of the 1940 Act contains no comparable exclusion for limited partners of partnerships. Applicants therefore seek exemption from the provisions of Section 2(a)(3) of the 1940 Act to the extent that limited partners with less than 5% of the Units would be deemed "affiliated persons" of the Partnership, any of the other limited partners and the General Partners of the Partnership. Such relief will place investments in the Partnership on a footing more equal with investments in business development companies organized as corporations. 4. Applicants submit that it is consistent with the purposes fairly intended by the policy and provisions of the 1940 Act to grant the requested exemption from the provisions of Sections INVESTMENT COMPANY ACT OF 1940 2(a)(19) and 2(a)(3). Applicants' Conditions: Applicants agree that the following may be made express conditions to the requested order: 1. The Partnership will be structured so that the Independent General Partners are the functional equivalents of the non-interested directors of an investment company registered under the 1940 Act. 2. The Partnership will not make any in-kind distributions of portfolio securities to its partners until it has obtained either a no-action letter from the staff of the Commission confirming the Partnership's interpretation of Section 205 of the Advisers Act (i.e., that unrealized gains or losses attributable to securities distributed in-kind to partners are properly deemed realized upon such distribution) or, in the alternative, the Partnership has obtained an order of exemption from Section 205 of the Advisers Act pursuant to Section 206A of the Advisers Act, permitting the Partnership to deem such gains or losses to be realized upon any in-kind distribution. 3. Under the Partnership Agreement, upon the removal of the Managing General Partners, all unrealized gains and losses are deemed realized for purposes of making a final allocation to the Managing General Partners. However, the Partnership agrees not to deem such unrealized gains or losses realized until it has obtained either a "no-action letter" from the staff of the Commission confirming the Partnership's interpretation of Section 205 of the Advisers Act (i.e., that such treatment of unrealized gains and losses is appropriate) or, in the alternative, the Partnership has obtained an exemption from Section 205 by Commission order issued pursuant to Section 206A of the Investment Advisers Act of 1940, permitting the Partnership to deem such gains or losses to be realized upon in-kind distribution. 4. Applicants will obtain an opinion of counsel or other authority satisfactory to the Independent General Partners that payment of the Managing General Partners' fees and allocation of the profits and losses as set forth in the Partnership Agreement is in accordance with Section 205 of the Advisers Act. For the Commission, by the Division of Investment Management, under delegated authority. Jonathan G. Katz Secretary RELEVANT 1940 ACT SECTIONS: Exemption requested under Section 6(c) from Sections 26(a)(2)(C) and 27(c)(2). SUMMARY OF APPLICATION: Applicants seek an order to the extent necessary to permit the deduction from the assets of Separate Account-I of a mortality and expense risk charge imposed under certain variable annuity contracts. FILING DATE: The application was filed on July 6, 1988 and amended on September 1, 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 request must be received by the SEC by 5:30 p.m., on November 8, 1988. Request a hearing in writing, giving the nature of your interest, the reason for the request, and the issues you contest. Serve the Applicants with the request, either personally or by mail, and also send a copy to the Secretary of the SEC along with proof of service by affidavit or, for lawyers, 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; Financial Horizons, Separate Account-I and Nationwide Financial Services, Inc., One Nationwide Plaza, Columbus, Ohio 43216. FOR FURTHER INFORMATION CONTACT: Wendell M. Faria, Staff Attorney, at (202) 272-3450, or Clifford E. Kirsch, Special Counsel, at (202) 272-2061 (Division of Investment Management, Office of Insurance Products and Legal Compliance). SUPPLEMENTARY INFORMATION: Follow |