[Federal Register Volume 62, Number 24 (Wednesday, February 5, 1997)]
[Notices]
[Pages 5497-5498]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-2781]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22483; File No. 812-10484]


Anchor Pathway Fund, et al.

January 29, 1997.
AGENCY: Securities and Exchange Commission (the ``SEC'' or the 
``Commission'').

ACTION: Notice of application for exemptions under the Investment 
Company Act of 1940 (the ``1940 Act'').

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APPLICANTS: Anchor Pathway Fund (``APT'') and SunAmerica Series Trust 
(``SST'').

RELEVANT 1940 ACT SECTIONS: Order requested pursuant to Section 
10(e)(3) of the 1940 Act suspending the operation of Section 10(a) of 
the 1940 Act.

SUMMARY OF APPLICATION: Applicants seeks an order, pursuant to Section 
10(e)(3) of the 1940 Act, extending the sixty-day period provided for 
by Section 10(e)(2) of the 1940 Act to March 21, 1997, in order to 
provide time for the identification, nomination and election of 
additional trustees. Applicants further request that the order grant 
retroactive relief for the period from January 21, 1997, the expiration 
date of the initial sixty-day period, to the date on which the order is 
issued.

Filing Date: The application was filed on January 9, 1997.

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 on this application by writing to the 
Secretary of the SEC and serving. Applicants with a copy of the 
request, in person or by mail. Hearing requests must be received by the 
Commission by 5:30 p.m., on February 24, 1997, and 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 the 
nature of the requester's interest, the reason for the request and the 
issues contested. Persons may 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. Applicants, c/o Joan E. Boros, Esq., Katten, Muchin & Zavis, 
1025 Thomas Jefferson Street, N.W., East Lobby, Suite 700, Washington, 
D.C. 20007-5201, or Robert M. Zakem, Esq., SunAmerica Asset Management 
Corp., The Sun-America Center, 733 Third Avenue, New York, NY 10017-
3204.

FOR FURTHER INFORMATION CONTACT: Megan L. Dunphy, Staff Attorney, or 
Patrice M. Pitts, Branch Chief, Office of Insurance Products, Division 
of Investment Management, at (202) 942-0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the Public 
Reference Branch of the SEC.

Applicant's Representations

    1. APT and SST (collectively, the ``Trusts'') each are open-end, 
series type management investment companies organized as Massachusetts 
business trusts. APT and SST are registered under the 1940 Act, and 
their shares are registered under the Securities Act of 1933, as 
amended.
    2. The Boards of Trustees of APT and SST (collectively, the 
``Boards'') are identical in composition. Before

[[Page 5498]]

November 23, 1996, each Board had five members, two of whom were not 
``interested persons'' as that term is defined by Section 2(a)(19) of 
the 1940 Act. One of the disinterested Trustees died on November 23, 
1996, reducing each Board to four members, only one of whom is not an 
interested person. The remaining disinterested Trustee expressed his 
intention to resign effective February 1, 1997. Following the 
resignation, each Board will be reduced to three members, all of whom 
will be interested persons.
    3. The Boards are seeking diligently to identify replacements for 
the two disinterested Trustees. The remaining Trustees must approve the 
nomination of suitable candidates. Shareholders of the Trusts and 
owners of the Contracts also must approve the new nomination of the new 
Trustees.
    4. No actions will be taken by the Boards that require a vote of 
disinterested Trustees until after the Boards have been fully 
constituted and shareholders have elected the nominees. Nor have any 
such actions been taken since November 23, 1996.

Applicants' Legal Analysis

    1. Applicants request that the Commission issue an order pursuant 
to Section 10(e)(3) of the 1940 Act extending the sixty day period 
provided for by Section 10(e)(2) of the 1940 Act to March 21, 1997. 
Applicants further request that the order grant retroactive relief for 
the period from January 21, 1997, the expiration date of the initial 
sixty day period, to the date on which the order is issued.
    2. Section 10(a) of the 1940 Act provides, among other things, that 
no registered investment company shall have a board of directors more 
than 60 percent of whose members are persons or officers or employees 
of such registered company. Section 10(e) of the Act sets forth time 
limitations for filing vacancies created by reason of the death, 
disqualification or bona fide resignation of any director(s). Section 
10(e)(2) further provides that the operation of Section 10(a) shall be 
suspended for a period of sixty days if a vote of shareholders is 
required to fill the vacancy(ies). Section 10(e)(3) authorizes the 
Commission, by order upon application, to prescribe a longer period as 
not inconsistent with the protection of investors.
    3. Section 16(a) of the 1940 Act requires, in pertinent part, that 
immediately after filling a vacancy on a board of directors, at least 
two-thirds of the directors shall have been elected to such office by 
the shareholders of the registered investment company. Applicants must 
submit the election of the Boards to the shareholders of the Trusts to 
comply with Section 16(a).
    4. Applicants assert that the Boards have not yet identified 
appropriate candidates to fill the two vacancies which must be filled 
by Trustees who are not interested persons of the Trusts. Applicants 
represent that their efforts have been pursued with diligence, but to 
date have not resulted in the selection of appropriate nominees.
    5. Applicants represent that once they have identified, interviewed 
and cleared potential nominees, their nomination will be considered at 
the meetings of the Boards scheduled for February 25, 1997. At those 
meetings, Applicants anticipate that the Boards will authorize the 
preparation and filing with the Commission of proxy materials relating 
to the election of the Boards and other significant matters that 
require shareholders approval.
    6. Applicants assert that it is in the best interests of the 
separate accounts investing in the Applicants and the owners of 
variable annuity contracts funded through those separate accounts to 
take the necessary time to identify qualified and competent 
disinterested Trustees. Applicants represent that efforts have been 
undertaken and are continuing to obtain two disinterested Trustees, but 
that is now appears that the vacancies will not be filled until March 
21, 1997.
    7. Applicants represent that retroactive relief is necessary 
because they were not immediately notified of the death of one 
distinterested Trustee, and that sixty days is not sufficient time to 
prepare and file with the Commission, and for the Commission to 
consider, issue a notice and grant an order upon, an application for 
exemptive relief.

Conclusion

    For the reasons stated above, Applicants assert that their requests 
for relief are consistent with the protection of investors.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-2781 Filed 2-4-97; 8:45 am]
BILLING CODE 8010-01-M