2. (a) IOS shall, within ninety (90) days after entry of the Order based on this Stipulation, either dispose (after notice to and with the consent of the Commission) of its interest in Investors Continental Services, Ltd. ("ICS") to a person independent of and not directly or indirectly affiliated with IOS or merge ICS into Investors Planning Corporation of America, with the latter as the survivor corporation ("IPC").

(b) Within sixteen (16) months after entry of the Order based on this Stipulation, unless such time is extended in the Commission's discretion, IOS shall sell, transfer or otherwise dispose of its entire interest in IPC to a person who is independent of and not directly or indirectly affiliated with IOS; or within fourteen (14) months after entry of the Order based on this Stipulation by the Commission (unless such time has been extended by the Commission), IOS shall make final arrangements satisfactory to the Commission, in the Commission's sole and absolute discretion, to otherwise remove IOS from any direct or indirect control over the management and policies of IPC. During such periods, no respondent shall remain or become an employee, officer or director of IPC.

(c) Within one hundred twenty (120) days after entry of the Order based on this Stipulation by the Commission, all IOS interest in IPC shall be placed in a voting trust, the terms and independent trustees of which shall be acceptable to the Commission. The trust shall continue until IOS has complied with the provisions of paragraph (b) above.

(d) IOS shall give the Commission notice of any proposed transaction referred to in paragraph (b) thirty (30) days prior to the effective date thereof, said notice to include a statement of all circumstances of any such transaction, and such transaction shall be effected only upon consent of the Commission.

(e) Upon compliance with paragraph (b) neither IPC nor any officer, director, stockholder or employee of IPC shall own stock of IOS or its affiliates (except for current holdings by such persons as investors in the IOS Investment Program, IIT or FOF), except as otherwise approved by the Commission and except that present IPC employees who own IOS stock at that time may thereafter continue their employment with IPC for no more than one (1) year if such continued employment is reasonably required by the person not directly or indirectly affiliated with IOS referred to in paragraph (b) above, and has been approved by the Commission pursuant to paragraph (d) above.

3. (a) Within five (5) days after entry of the Order based on this Stipulation, The York Fund, Inc., The Alger Fund, Inc., The Douglas Fund, Inc. and Computer Directions Fund, Inc. Shall each adopt a plan of complete liquidation and dissolution. Such liquidation shall be effected as to at least 50% of net assets of each such registered company on or before July 15, 1967 and shall be completed on or before October 10, 1967.

(b) Immediately upon the entry of the Order based on this Stipulation, each of said investment companies shall cease to effect any transactions in securities except for purposes of effecting the plan of complete liquidation and dissolution provided herein.

(c) Immediately upon effecting the plan of complete liquidation and dissolution described herein, each of said investment companies shall file with the Commission an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that each said company has ceased to be an investment company.

(d) Financial Institutions Growth Stock Fund, Inc. ("FIG") shall effect a liquidation as to all of its net assets except for $1,000,000 (no more than 25% of which shall consist of marketable securities) on or before July 15, 1967, and shall on or before such date file the application set forth in paragraph (c) above. On or before August 15, 1967 FOF shall have either completely liquidated FIG or have sold (after notice to and with the consent of the Commission) its entire stock interest in FIG to a person who is independent of and not directly or indirectly affiliated with IOS.

4 Upon entry of the Order based on this Stipulation, IOS and all of its affiliates shall cease all sales of securities to United States citizens or nationals wherever located, except for (i) offers and sales outside of the United States (and its territories, possessions or commonwealth subject to the jurisdiction of the United States) to officers, directors and full-time personnel of IOS and its subsidiaries; (ii) sales by IPS; and (iii) sales by Pension Life Insurance Company of America, as provided in paragraph 6.

5. (a) Upon entry of the Order based on this Stipulation, no IOS officer, director or employee shall engage in any activity subject to the jurisdiction of the Commission.

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(b) While no IOS person, as that term is defined below, has any present intention of terminating his present affiliation with IOS, such person shall not in any event engage in any activity subject to the jurisdiction of the Commission except (i) to the extent necessary to consumate the arrangements referred to in paragraph 2 above, or (ii) upon prior notice to and with the approval of the Commission.

(c) The term IOS person means any person who is a respondent in this proceeding and who at the date of this Stipulation is an officer or employee of IOS or any of its affiliates.

6. (a) IOS and its affiliates, including any of their officers, directors, controlling persons or any persons acting directly or indirectly on their behalf, shall not, except upon prior consent of the Commission, acquire, directly or indirectly, any controlling interest in any financial entity doing business in the United States, including but not limited to a broker-dealer, investment company, investment adviser, bank or similar entity, or any other business whose activities directly or indirectly are subject to the jurisdiction of the Commission; provided, however, that any of the aforementioned persons may purchase interests, including voting securities, in any such financial entity if such interests are not, in the aggregate, controlling interests but, as to investment companies, such purchase shall be subject to the provisions of paragraph 7. The aforementioned persons may, however, acquire a controlling interest in any financial entity whose principal business is without the United States and which carries on no business subject to the jurisdiction of the Commission.

(b) IOS and affiliates may retain their interests in Pension Life Insurance Company of America ("Pension") provided that Pension conducts a normal and customary insurance business. Such business shall not include the offer or sale of variable annuities or other security interests subject to the jurisdiction of the Commission. It is further agreed that Pension shall not make any public offering of its securities unless such offering is made through a registered broker-dealer who is independent of Pension, IOS or any of their affiliates. The foregoing provision shall not apply when Pension is making an offering of its securities on a pro rata basis to its existing stockholders. IOS may transfer its interests in Pension to IPC.

7. (a) IOS will cause FOF, or any other investment company affiliate of IOS, to make only such further purchases of shares of registered investment companies as are within the limitations of Section 12(d)(1) of the Investment Company Act as if applicable.

(b) IOS will not seek or accept directly or indirectly representation on the board of any registered investment company or investment adviser or underwriter (other than IPC, during the periods set forth in paragraph 2(b)) thereto. (c) IOS will cause FOF, or any other investment company affiliate of IOS, to abide by any law passed by Congress in the future which is applicable to foreign investment companies which invest in whole or in part in shares of registered investment companies, whether or not such law is made directly applicable to such foreign investment companies.

8. Since IOS will, pursuant to the terms and conditions of this Stipulation, conduct all of its securities activities outside the jurisdiction of the Commission and limit all future sales to foreign nationals only, it agrees as a part of this Stipulation to offer, within a reasonable period of time, to persons who purchased interests in FOF who were either members of the armed forces, other employees of the United States, or residents of the United States, its territories possessions or commonwealth subject to the jurisdiction of the United States, the opportunity of substituting under terms satisfactory to the Commission, shares of registered investment companies for their interests in FOF or of exercising other options which would terminate any continuing or further ownership of FOF interests.

9. IOS and FOF will supply, on a regular periodical basis, information that the Commission may request concerning their operations to show compliance with the terms of this Stipulation.

10. It shall be a breach of the terms of this Stipulation for IOS, or any affiliate, or any person, or any IOS person directly or indirectly controlling or controlled by any of the foregoing, to do any act or thing which would be a breach of this Stipulation through or by means of or on behalf of any other person, including any individual, corporation, partnership, association, joint stock company, business trust or unincorporated organization.

11. If at any time, subsequent to the acceptance of this Stipulation, it appears that any term or condition of the Stipulation has been breached by respondents,

the Commission may, upon thirty (30) days notice to respondents, order a hearing be held at a place designated by the Commission to determine only whether a breach of such Stipulation occurred and to afford respondents an opportunity to deny that a breach occurred or to establish mitigating circumstances with respect to such breach. For the purposes of such proceedings, service may be duly made on respondents by mailing a copy of the notice for hearing to the last known address of IOS. If respondents fail to appear at such hearing, of which they have been duly notified, or upon such hearing if the Commission finds a breach of any term or condition of the Stipulation, the Commission may, without further proceedings, deem respondents to be in default of its Order for Proceeding In the Matter of I.O.S., Ltd. (S.A.), et al., of February 3, 1966 and may determine such proceedings against respondents in accordance with the provisions of Rule 7 (e) of the Commission's Rules of Practice.

12. Definitions. The terms used in this Stipulation, except as set forth below. are those used in the Securities Exchange Act of 1934.

"Affiliate" means (i) any company or person directly or indirectly owning, controlling or holding 1% or more of the securities of IOS or 5% or more of the securities of any subsidiary of IOS; (ii) any company or person, 5% or more of whose securities are directly or indirectly owned, controlled or held by IOS or any of its subsidiaries; (iii) any person directly or indirectly controlling, controlled by or under common control with IOS or any of its subsidiaries; and (iv) any officer or employee of IOS or any of its subsidiaries. For purposes of this Stipulation, the term "affiliate" shall also include an affiliate as defined in Section 2(a)(3) of the Investment Company Act of 1940, of an affiliate of IOS. "Subsidiary" means any company, 10% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by IOS. Provided, however, that the companies, other than those named in paragraph 3 herein, whose securities were owned by FOF and IIT on April 27, 1967 shall not be deemed affiliates of IOS solely by reason of the relationship with and extent of such ownership on the aforesaid date.

"Investment company affiliate of IOS", for the purpose of paragraph 7(a) above only, shall not include the IOS Investment Programs for the accumulation of shares of Dreyfus Fund and the IOS Investment Programs for the accumulation of shares of Research Investing Corporation so long as the shares of Dreyfus Fund and Research Investing Corporation held by said IOS Investment Programs are voted at any regular or special meeting of stockholders for quorum purposes only and are not voted on any matter which may be voted upon at any meeting.

"Jurisdiction of the Commission" shall include, but shall not be limited to, any activity in connection with the conduct of any securities business (which shall include the offer, purchase or sale of a security or the delivery or payment after sale) involving:

(a) any use of the United States mail, including all A.P.O. mail;

(b) any use of the means or instrumentalities of trade, commerce (including the facilities of a national securities exchange), transportation or communication within or between any state, territory, possession or commonwealth of the United States;

(c) any means within the District of Columbia er on any military base, embassy consular post or ship of the United States; or

(d) any use of the means or instrumentalities of trade, commerce (including the facilities of a national securities exchange), transportation or communication between any foreign nation or ship and any state, territory, possession or commonwealth of the United States or the District of Columbia or any military base, embassy, consular post or ship of the United States.

13. Respondents waive:

(1) A hearing pursuant to Section 15(b) of the Securities Exchange Act of 1934;

(2) All post-hearing procedures pursuant to Rules 16 and 17 of the Com mission's Rules of Practice; and

(3) Judicial review by any court.

After due consideration the Commission has determined that it is in the public interest to accept respondents' Offer of Settlement and accordingly

IT IS ORDERED that the Offer of Settlement be, and it hereby is accepted, the terms and conditions of which shall become effective on June 5, 1967. By the Commission.

ORVAL L. DUBOIS, Secretary.

EUROPEAN FINANCING OF COMMONWEALTH UNITED CORPORATION AND RELATIONSHIP WITH IOS, LTD.

Commonwealth United, headquartered in Beverly Hills, California was introduced to IOS, Ltd. ("IOS") through a former law partner of a firm which had represented a subsidiary of Commonwealth prior to this subsidiary being purchased by Commonwealth. IOS thereafter became the catalyst in arranging all the following transactions: In January 1969, F.O.F. Proprietary Fund, an IOS affilate; Investors Bank Luxembourg, also an IOS affiliate; Banque Rothschild (of France); and Guiness Mahon & Co., Ltd. (England) co-managed the placement of $30,000,000 of 54% debentures issued by Commonwealth Overseas N.V., a wholly-owned foreign subsidiary of Commonwealth. Subsequently, in March 1969, the same grup of bankers arranged a short-term loan of $10,000,000 to Commonwealth at the then prime Eurodollar rate of 82%. As a fee for both these placements, this banking group received warrants to purchase 150,000 shares of common stock at $17.25 per share; of this amount, the affiliates of IOS acquired 112,500 of these warrants. Comparable warrants were then selling at approximately $8 on the American Stock Exchange.

The company was unable to obtain additional financing elsewhere and in order to make a $10,000,000 escrow deposit required on June 30, 1969 under an existing contract to purchase the Rexall operations of Dart Industries, a commitment for a loan in that amount was obtained from FOF in consideration of a five year note, to be issued by an affiliate of Commonwealth, convertible into common stock at $10 per share, and guaranteed by Commonwealth, bearing interest at the then prime Eurodollar rate of 104%. On June 30, 1969, the terms of this financing were finalized and the money was placed in escrow for and pending completion of the Rexall acquisition. The contract to purchase Rexall was term,inated, but had this escrow fund been needed for the acquisition, Commonwealth would have been obligated to issue to FOF 300,000 shares of common stock and warrants for 250,000 shares of common stock (exercisable to November 15, 1978 at $17.25 per share) and to pay IOS $1,350,000 in fees and costs.

In addition, Commonwealth undertook, if so requested by IOS, during a period of thirteen months after the closing of this contract to make an offer to exchange the $10,000,000 note described above and the $30,000,000 of Commonwealth Overseas Convertible Debentures for $40,000,000 of new debentures bearing interest at 7%%.

After the termination of the contract to purchase Rexall, the company was unable to arrange the satisfactory long or short-term financing required to maintain operations and meet maturing obligations. On July 25, 1969, the company sought additional financial and other assistance from IOS. From July 31, 1969 to October 27, 1969, IOS provided the company with interim financial assistance aggregating approximately $9,000,000. Said borrowings were required to be collateralized by the shares of the Seeburg Corporation of Delaware, a subsidiary of CUC, and certain other company assets having an aggregate net book value in excess of $40,000,000.

On October 3, 1969, the SEC filed a civil action against CUC in the District of Columbia alleging that a February 1969 registration statement and June 24, 1969 proxy statement were false and misleading, partly because they omitted to state fully and accurately certain proposed financing arrangements with IOS and its affiliates. The company consented to this injunction when issued and was enjoined from further filing false and misleading documents with the Commission. On August 1, 1969, the SEC ordered the suspension of trading in the company's securities. Similar action was taken by the American Stock Exchange.

In connection with the aforementioned interim financing, and by reason of its substantial involvement in the company, IOS also extended management assistance to Commonwealth. Three IOS designees, Howard Stamer, Mortion I. Shiowitz and Robert F. Sutner were elected to the Board of Directors in August 1969, and Stamer and Schiowitz constituted two-thirds of the Executive Committee of Commonwealth United until October 27, 1969.

In consideration of the services then provided to the company, in September 1969, the Board of Directors agreed to grant Shiowitz and Sutner options to purchase 300,000 shares of common stock at $2 per share. This right was later assigned to IOS by Shiowitz and Sutner, who were paid by IOS for their services at Commonwealth. Also in September 1969, the Board of Directors agreed to grant Stamer and his law partner, Robert Haft, similar options to purchase 75,000 shares each.

In addition to the option discussed above, and in further consideration of services rendered for the period of July 31, 1969, to October 27, 1969, the company agreed in September 1969 to pay Stamer $65,000 per annum on a pro rata basis for the amount of time he spent with the company. Sutner and Shiowitz received their expenses for the managerial and consulting services they are rendering to the company.

On October 27, 1969, CUC entered an agreement with IOS and Exeter International Corporation, ("Exeter"), a Boston financial holding company, pursuant to which Exeter agreed to cause a new bank loan in the amount of $3,000,000 to be made to the company. Exeter also agreed to provide managerial and financial assistance to Commonwealth but there was no commitment on the part of Exeter to stay in the company for any definite period of time. In consideration of this agreement Commonwealth agreed to give Exeter warrants to purchase 500,000 shares of common stock at $2 per share and 500,000 at $8, and agreed to pay $3000 per week plus expenses under a five year management consulting agreement. In addition Commonwealth was obligated to pay IOS similar warrants for an aggregate of 1,000,000 shares if $17,500,000 were not paid back to IOS by January 27, 1970 in reduction of the company's aggregate indebtedness to IOS and its affiliates.

The Commission's staff learned of these agreements and arrangements in connection with the company's preliminary proxy material filed in October 1969. At the time the staff raised serious questions about the accuracy of the proxy and the compensation to be received by IOS and Exeter. This caused the company to expand substantially the information disclosed in the proxy and reduce the compensation to be received under the agreements described above. As part of this reduction, IOS agreed to forego the warrants to purchase 1,000,000 shares which it was to receive under the Exeter agreement.

As a result of the entrance of the Exeter group, IOS is giving up active management of the company, while maintaining two representatives on the Board of Directors.

FOREIGN FINANCING OF THE TENDER OFFER BY LIQUIDONICS FOR UMC CORP.

The tender offer by Liquidonics for UMC Corp. apparently had its genesis when, in the early part of June 1968, it came to the attention of Liquidonics that 805,700 shares of UMC Corp. held by United Corp. were for sale. Liquidonics initially did not actively seek the purchase of these shares since it did not have the cash available; later, however, it decided to make a private placement of approximately $25,000,000 worth of convertible debentures and use the proceeds to pay for these shares. Thereafter Liquidonics purchased an additional 135,600 shares on the open market. Subsequently, Liquidonics decided to make a cash tender offer for sufficient additional shares to enable it to acquire control of UMC. On January 31, 1969, the Board of Directors of Liquidonics authorized the company to make an offer to purchase 1,158,700 shares of UMC at $30 per share, to give the company an expected 40% control of UMC.

On February 5, 1969 Liquidonics made a filing pursuant to Section 14d of the Securities Exchange Act of 1934 indicating a public offer to purchase at a minimum 1,158,700 shares of common stock of UMC Industries, Inc. at $30 cash per share net, which was to expire on February 14, 1969, unless extended.

The offer stated that the funds required to purchase the shares covered by it were to be obtained pursuant to a Credit Agreement between Liquidonics and Banque de Paris et des Pays-Bas (Suisse) S.A. of Geneva, Switzerland dated February 3, 1969, under which Liquidonics was entitled to borrow up to 40 million dollars U.S., of which 27 million was to become due on October 31, 1969 and the balance of 13 million was to become due on February 27, 1970. The loan was conditioned upon Liquidonics obtaining, pursuant to the offer, at least the 1,158,700 shares covered by the offer, which would constitute not less than 22% of the then outstanding shares of UMC. The offer listed Ladenberg, Thalmann & Co. and Paribas Corporation as dealers-managers in connection with the offer.1 Irving Trust Co. was listed as the tender agent.

The offer stated that the interest rate on the loan was to be 82% per year and, in addition, disclosed that Liquidonics had paid the bank a commitment fee of $185,000 and would, upon the making of the loan, pay an additional placement fee of $2,944,750 and issue to the lender, or persons designated by the lender, warrants entitling the holders thereof to purchase a total of up to

1 The S.D.N.A. Guide indicates that Paribas is the U.S. affiliate of Banque de Paris.