SEC Division of Investment Management staff letter: Continental of Illinois (Delaware), Ltd.

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MAYER, BRO\VN & PLATT
1101 SEVENTEENTH STREET, N.W.
WASHINGTON, D. C. 20036 CHICAGO OFFICE EUROPEAN OFF"CE 231 SOUTH LA SALLE STREET 17 AVENUE M..TIGNON 202-833-1670 CHICAGO, ILLINOIS 60604 PARIS 8E CABLE LEMAYDC 312-782- 0600 3S9 94 76 TELEX 253760 TELEX 2921.8 CABLE LEt~AY CÀBLE LEMAYLAW

March 9, 1973

Mr. Alan Rosenblat

Chief Counsel

Division of Investment.

Management Regulation

Securi ties and Exchange

Commis s ion ;.C7 "p'J // v ~ ' ~ /' / /

Washington, D. C. 20549 ~S0c. /..,~ , .
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Dear Mr. Rosenblat: ~~;:;) ~" ""-
Thank you for your letter of March 1, 1973 responding

to our letter of D~cember 4, 1972.

With respect to the additional information and repre￾sentations requested in your letter, our replies are as

follows:

1. The percentage of assets of CICorp (on an uncon￾solida ted basis) which would be represented by securities
   of the Company and other investment securities is 2.816%.

These figures are as of January 31, 1973.

2. The anticipated percentage of gross income of

CICorp attributable to the Company will be no more than

.683% for the year 1973. (The ant~cipated gross income

'of the Company for 1973 is $3,900,000. Although it is

expected that gross income of CICorp during 1973 wiii exceed

that for 1972, the anticipated gross income of CICorp for

1973 used in the foregoing computation is $571,000,000,

which i.s the actual gross income for 1972.)

3. The 10 to 20 proposed employee investors will be

in management positions and will have intimate knowledge

of the Company's financial and business status.

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Mr. Alan Rosenblat

March 9, 1973

Page Two

Based on the foregoing and upon the facts set forth

in our letter of December 4, 1972, together with the infor￾mation contained in your answer of March 1, 1973, we

believe that the exemption contained in Section 3 (b) (3) of the Investment Company Act of 1940 (Act) would be available.

Accordingly, we request the advice of the Division

as to whether it would recommend any action to the

Securi ties and Exchange Commission if the Company proceeds

.to conduct business and offer its l~mited amount of equity

shares solely to employees as described herein and in our

letter of December 4, 1972, without regis tration under the

Act in reliance upon our opinion as expressed herein.

If you have any queßtions or require further infor￾mation with respect to this matter, please telephone our

.Chicago office, either W. Allen Johnson or Dwight W.

Fawcett, collect, at 312-782-0600.

Very truly yours,

. MAYER, . BROWN & PLATT

By o k'~1 $~,j
// J. Stanley Stroud .

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DWF : kmv
On the basis of the foregoing and the representations made in your

letter of December 4, 1972 and as indicated in our endorsement of

March 1, 1973,. we would not recommend that the Commssion take any

action under the Investment Company Act of 1940 ("Act") if Continental

of ~llinois (Delaware), Ltd. proceeds as described in your letter of

December 4, 1972, without registering under the Act provided it does

so in reliance upon your opinion as counsel that it is excepted from

the definition of investment company by virtue of Section 3 (b) (3) of the Act.

Alan Rosenblat, Chief Counsel

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Division of Investment Management Regulation

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