[Federal Register Volume 67, Number 116 (Monday, June 17, 2002)]
[Notices]
[Pages 41283-41284]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-15177]


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SECURITIES AND EXCHANGE COMMISSION

[Rel No. IC-25609; 812-12356]


SBM Certificate Company; Notice of Application

June 11, 2002.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application under section 28(c) of the Investment 
Company Act of 1940 (the ``Act'').

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Summary of Application: Applicant seeks an order pursuant to section 
28(c) of the Act approving certain proposed custodial arrangements.
    Applicant: SBM Certificate Company (``SBM'').

Filing Dates: The application was filed on December 7, 2000, and 
amended on May 23, 2002 and June 7, 2002.
    Hearing or Notification of Hearing: An order granting the requested 
relief 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 July 8, 2002, 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 Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW, Washington, DC 20549-0609. Applicant, 5101 River Road, 
Suite 101, Bethesda, Maryland, 20816.

FOR FURTHER INFORMATION CONTACT: Julia Kim Gilmer, Senior Counsel, at 
(202) 942-0528, or Janet M. Grossnickle, Branch Chief, at (202) 942-
0564 (Division of Investment Management,

[[Page 41284]]

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).

Applicants Representations

    1. Applicant, a Maryland corporation, is a face-amount certificate 
company registered under the Act. Applicant currently intends to offer 
four face-amount certificates (``Certificates'') registered under the 
Securities Act of 1933. In the future, applicant may offer additional 
Certificates. The Certificates are fixed income securities that entitle 
the holder to receive, at maturity, the face amount of the Certificate 
and interest credited thereon, less withdrawals and applicable fees and 
charges. To meet its payment obligations, applicant is required to 
maintain a minimum amount of reserves in ``qualified investments'' as 
defined in section 28(b) of the Act (``Reserves'').
    2. Applicant proposes to enter into custodial arrangements with 
regard to its Reserves with one or more banks that meet certain 
requirements (``Custodians''). Applicant seeks an order approving the 
proposed form of custody agreement (``Agreement'') to be entered into 
by applicant with each Custodian. Under the requested order, applicant 
would be able to select and change Custodians in its discretion.
    3. Each Custodian will maintain the Reserves to ensure that 
applicant meets its payment obligations under the terms and conditions 
of any outstanding Certificate. If applicant were to default on any 
obligation under a Certificate, each Custodian would be authorized to 
cure the default by liquidating so much of the Reserves held by it as 
necessary to discharge the obligation. In addition, each Custodian will 
perform the duties and functions typically performed by a custodian, 
such as securities registration and delivery, income collection, 
periodic reporting, and other safekeeping and processing functions.

Applicants Legal Analysis

    1. Section 28(c) of the Act requires a registered face-amount 
certificate company to maintain the Reserves with a custodian that 
meets the requirements of section 26(a)(1) of the Act and in accordance 
with such terms and conditions as the Commission shall prescribe and as 
appropriate for the protection of investors. Under section 26(a)(1), a 
custodian generally must be a bank that has at all times an aggregate 
capital, surplus, and undivided profits of a specified minimum amount 
which may not be less than $500,000.
    2. Applicant requests an order under section 28(c) of the Act 
approving the Agreement. Applicant states that the Agreement contains 
provisions to maintain and safeguard the Reserves, including provisions 
governing (i) the holding, segregation, registration, depositing, and 
delivery of securities, (ii) the payment of monies and maintenance of 
bank accounts, and (iii) the management of real estate and real estate 
related investments, as well as establishing procedures to cure any 
defaults by applicant on its obligations under the Certificates and 
procedures for periodic reporting and inspection of the assets.\1\ 
Applicant represents that it will seek an amended order from the 
Commission for any material changes in the substantive provisions of 
the Agreement.
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    \1\ Applicant states it will comply with rule 17f-4 under the 
Act as if it were a registered management investment company to the 
extent an Agreement permits a Custodian to maintain any portion of 
the Reserves in a securities depository.
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    3. Applicant states that it may seek to terminate Custodians and 
employ new Custodians for many reasons, including: (i) The availability 
of superior or specialized services through other Custodians; (ii) 
dissatisfaction with the quality of a Custodian's services; (iii) fee 
increases or the availability of comparable services from other 
Custodians at more competitive rates; (iv) changes in a Custodian's 
management, location, financial condition, or methods of operation; (v) 
regulatory developments or actions affecting the ability or 
qualification of a Custodian to serve as such; or (vi) a determination 
by a Custodian to cease offering its services.
    4. Applicant will only enter into an Agreement approved by its 
board of directors (``Board''), including a majority of directors who 
are not interested persons within the meaning of Section 2(a)(19) of 
the Act (``Disinterested Directors''). In addition, the continuance of 
any Agreement would be subject to annual review by the Board, including 
a majority of the Disinterested Directors, to determine whether the 
quality of services provided by the Custodian remains satisfactory and 
the fees are reasonably competitive. Applicant submits, for all the 
reasons stated above, that its request is consistent with the 
protection of investors.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-15177 Filed 6-14-02; 8:45 am]
BILLING CODE 8010-01-P