Federal Register / Vol. 62, No. 172 / Friday, September 5, 1997 / Notices 47073

Press Secretary to the Assistant

Secretary for Public Affairs. Effective

July 22, 1997.

Special Assistant to the Assistant

Secretary for Public Affairs. Effective

July 28, 1997.

Department of State

Deputy Assistant Secretary to the

Assistant Secretary, Bureau of

International Organizations Affairs.

Effective July 11, 1997.

Deputy Assistant Secretary to the

Assistant Secretary, Bureau of

International Organization Affairs.

Effective July 11, 1997.

Special Assistant to the Ambassadorat-Large. Effective July 14, 1997.

Special Assistant to the Director,

Foreign Service Institute. Effective July

29, 1997.

Department of the Treasury

Economist to the Deputy Secretary of

the Treasury. Effective July 10, 1997.

Public Affairs Specialist to the

Director, Office of Public Affairs.

Effective July 31, 1997.

Department of Veterans Affairs

Executive Assistant to the Acting

Secretary of Veterans Affairs. Effective

July 28, 1997.

Special Assistant to the Director,

National Cemetery System. Effective

July 28, 1997.

Environmental Protection Agency

Deputy Associate Administrator for

State and Local Relations to the

Associate Administrator. Effective July

15, 1997.

Export-Import Bank of the United States

Personal and Confidential Assistant to

the Chairman. Effective July 22, 1997.

Special Assistant to the President and

Chairman, Export Import Bank of the

United States. Effective July 29, 1997.

Federal Communications Commission

Special Advisor to the Bureau Chief,

Cable Services Bureau. Effective July 3,

1997.

Special Assistant for Legislative

Affairs to the Chairman. Effective July

11, 1997.

Federal Mine Safety and Health Review

Commission

Confidential Assistant to the

Commissioner. Effective July 18, 1997.

General Services Administration

Special Assistant to the Regional

Administrator (Boston, MA). Effective

July 24, 1997.

Office of National Drug Control Policy

Events Assistant to the Director.

Effective July 10, 1997.

Staff Assistant to the Chief of Staff.

Effective July 22, 1997.

Small Business Administration

Deputy to the Associate Deputy

Administrator, Office of Economic

Development. Effective July 22, 1997.

United States Information Agency

Special Assistant to the Director,

Office of International Visitors. Effective

July 17, 1997.

Confidential Assistant to the Director,

Voice of America. Effective July 24,

1997.

United States Tax Court

Six positions of Trial Clerk to a Judge.

Effective July 17, 1997.

United States Trade and Development

Agency

Special Assistant for the Public

Affairs and Marketing to the Director,

Trade and Development Agency.

Effective July 17, 1997.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1943–1958 Comp., P.218.

Office of Personnel Management.

James B. King,

Director.

[FR Doc. 97–23539 Filed 9–4–97; 8:45 am]

BILLING CODE 6325–01–M

PHYSICIAN PAYMENT REVIEW

COMMISSION

Commission Meeting

AGENCY: Physician Payment Review

Commission.

ACTION: Notice of meeting.

SUMMARY: The Commission will hold its

next public meeting on Thursday,

September 18, 1997 and Friday,

September 19, 1997, at the Sheraton

City Centre, 1143 New Hampshire

Avenue, NW., Washington, DC. The

meeting will be in the New Hampshire

One and Two rooms. The meetings are

tentatively scheduled to begin at 9 a.m.

on September 18th and 19th.

Among the topics the Commission

will discuss are:

• its work plan for the coming year,

• key provisions of the Balanced Budget

Act of 1997,

• access to care for Medicare

beneficiaries,

• implementation of practice expense

relative values,

• development of resource-based

malpractice expense relative values,

• risk adjustment,

• Medicare spending, and

• federal premium contribution.

The Commission will also be briefed

by John Eisenberg, M.D. concerning the

agenda of the Agency for Health Care

Policy and Research, and Janet Corrigan,

Ph.D. concerning the work of the

President’s Advisory Commission on

Consumer Protection and Quality. A

panel on the progress of AHCPR’s

Consumer Assessment of Health Plans is

also planned.

Final agendas will be mailed on

September 12, 1997 and will be

available on the Commission’s web site

(www.pprc.gov) at that time.

ADDRESSES: 2120 L Street, NW.; Suite

200; Washington, DC 20037. The

telephone number is 202/653–7220.

FOR FURTHER INFORMATION CONTACT:

Ann Johnson, Executive Assistant, at

202/653–7220.

SUPPLEMENTARY INFORMATION: If you are

not on the Commission mailing list and

wish to receive an agenda, please call

202/653–7220 after September 12, 1997.

Lauren LeRoy,

Executive Director.

[FR Doc. 97–23614 Filed 9–4–97; 8:45 am]

BILLING CODE 6820–SE–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22804; 812–10682]

GE Funds, et al.; Notice of Application

August 29, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 17(b) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

seek an order to permit certain series of

GE Funds to acquire all of the assets and

assume certain of the liabilities of

certain series of the Investors Trust.

APPLICANTS: GE Funds (the ‘‘Company’’)

and Investors Trust (the ‘‘Trust’’).

FILING DATES: The application was filed

on May 23, 1997, and amended on

August 28, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be
47074 Federal Register / Vol. 62, No. 172 / Friday, September 5, 1997 / Notices

1The registration statements for the GE

Government Securities Fund and GE Value Equity

Fund were declared effective by the SEC on July 25,

1997, and these Funds, along with GE Mid-Cap

Growth Fund, are expected to commence operations

upon the consummation of the transactions

described in this application.

2 It is anticipated that the liabilities of the

Acquired Fund to be reflected in the closing

statement of assets and liabilities and to be assumed

by the Acquiring Fund will consist of all of the

known non-contingent liabilities of the Acquired

Fund. If at the time of valuation there should be any

known contingent liability or any known absolute

but unquantified liability of the Acquired Fund, the

parties to the Reorganization would agree to an

appropriate procedure for the satisfaction of such

liability, e.g., insurance, indemnity, or

establishment of reserve.

received by the SEC by 5:30 p.m. on

September 23, 1997, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants: GE Funds, 3003 Summer

Street, Stamford, CT 06905; Investors

Trust, Suite 5600, Two Union Square,

601 Union Street, Seattle, WA 98101.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517, or Christine Y.

Greenlees, Branch Chief, at (202) 942–

0564 (Division of Investment

Management, Office of Investment

Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch, 450 Fifth

Street, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicants’ Representations

1. The Company and the Trust are

both Massachusetts business trusts

registered under the Act as open-end

management investment companies.

The Company currently is comprised of

thirteen series, including GE Short-Term

Government Fund, GE Tax-Exempt

Fund, GE Mid-Cap Growth Fund, GE

Government Securities Fund, and GE

Value Equity Fund (the ‘‘Acquiring

Funds’’).1

2. The Trust currently is comprised of

five series, including Investors Trust

Adjustable Rate Fund, Investors Trust

Government Fund, Investors Trust Tax

Free Fund, Investors Trust Value Fund,

and Investors Trust Growth Fund (the

‘‘Acquired Funds’’). The Acquiring

Funds and the Acquired Funds are

referred to individually as a ‘‘Fund’’ and

collectively as the ‘‘Funds.’’

3. GE Investment Management

Incorporated (‘‘GEIM’’), a wholly-owned

subsidiary of the General Electric

Company (‘‘GE’’), and GNA Capital

Management, Inc. (‘‘GNA Capital’’), an

indirect, wholly-owned subsidiary of

GE, serve as investment advisers to the

Acquiring Funds and the Acquired

Funds, respectively. GEIM and GNA

Capital are registered as investment

advisers under the Investment Advisers

Act of 1940. GNA Capital has engaged

certain unaffiliated sub-advisers for

each of the Acquired Funds.

4. GE, through its subsidiaries and

affiliates, owns in excess of 5% of the

total outstanding voting securities of

each of the Funds (except for GE Value

Equity Fund and GE Government

Securities Fund, which are new series of

the Company, and Investors Trust

Government Fund).

5. The Company, on behalf of the

Acquiring Funds, and the Trust, on

behalf of the Acquired Funds, entered

into an Agreement and Plan of

Reorganization (the ‘‘Agreement’’) to

effectuate the proposed reorganization

(the ‘‘Reorganization’’). The Company,

on behalf of each Acquiring Fund,

proposes to acquire all of the assets of

the corresponding Acquired Fund in

exchange for shares of the Acquiring

Fund with an aggregate net asset value

equal to that of the assets transferred

minus the liabilities of the Acquired

Fund that will be assumed by the

Acquiring Fund. Each Acquired Fund

will endeavor to discharge all of its

known liabilities and obligations prior

to a closing presently expected to occur

on or about September 26, 1997 (the

‘‘Closing Date’’). Each Acquiring Fund

will assume all liabilities, expenses,

costs, charges, and reserves of the

corresponding Acquired Fund reflected

on an unaudited statement of assets and

liabilities of the Acquired Fund as of the

close of regular trading on the New York

Stock Exchange (‘‘NYSE’’) on the

closing Date. Each Acquiring Fund will

assume only those liabilities reflected in

the unaudited statement of assets and

liabilities of the corresponding Acquired

Fund and certain indemnification

obligations contained in the Agreement,

and will not assume any other liabilities

(other than certain indemnification

obligations specified in the

Agreement).2

6. Each Acquiring Fund operates as a

multiple class fund and offers four

classes of shares: Class A, Class B, Class

C, and Class D shares. Shares of each of

the Acquiring Funds are, or will be,

offered to investors at net asset value

and are identical, except for varying

services made available to shareholders

and varying expenses borne by each

class. Each Acquired Fund operates as

a multiple class fund and offers two

classes of shares: Class A and Class B

shares. The two classes are identical,

except as to distribution and sales

charges and the expenses borne by each

class. The characteristics of Class A and

Class B shares of each Acquiring Fund

are similar to those of the Acquired

Funds. The investment objectives,

policies, and restrictions of each of the

Acquiring Funds and the corresponding

Acquired Fund are substantially similar.

7. The Company and the Trust each

have adopted, pursuant to rule 12b–1

under the act, Shareholder Servicing

and Distribution Plans (the ‘‘Plans’’),

pursuant to which each of the Funds

pays GE Investment Services Inc.

(‘‘GEIS’’), a wholly-owned subsidiary of

GEIM, and GNA Distributors,

respectively, fees for shareholder and

distribution services. Class A and Class

B shareholders of the Acquired Funds

will, upon consummation of the

Reorganization, become subject to the

Company’s Plans. Class A shares of each

Acquired Fund are subject to a 12b–1

service fee equal to a maximum of .25%

of annual average net assets. Class B

shares of each Acquired Fund are

subject to 12b–1 service and distribution

fees equal to a maximum of .25% and

.75% of annual average net assets,

respectively. Class A shares of each

Acquiring Fund are, and will continue

to be, subject to a 12b–1 fee equal to

.50% of annual average net assets. Class

B shares of each Acquiring Fund, other

than GE Short-Term Government Fund,

will be subject to a 12b–1 fee equal to

1.00% of annual average net assets.

Class B shareholders of GE Short-Term

Government Fund will be subject to a

12b–1 fee equal to .85% of annual

average net assets. Class B shareholders

of the Acquired Funds will, however,

remain subject to their contingent

deferred sales charge schedule until

their automatic conversion into Class A

shares of the Company after eight years.

Class B shareholders of the Acquired

Funds will receive credit for the number

of years they held Class B Acquired

Fund shares prior to the consummation

of the Reorganization. Shares of each

Acquiring Fund received by

shareholders of an Acquired Fund

pursuant to the Reorganization will not

otherwise be subject to any sales charges

as a result of the Reorganization.

8. On or before the Closing Date, each

Acquired Fund will have declared a

dividend and/or other distribution that,

together with all previous dividends
Federal Register / Vol. 62, No. 172 / Friday, September 5, 1997 / Notices 47075

and other distributions, will have the

effect of distributing to the Acquired

Fund’s shareholders all taxable income

for all taxable years ending on or prior

to the Closing Date and for its current

taxable year through the Closing Date

(computed without regard to any

deduction for such dividends paid) and

all of its net capital gain realized in all

such taxable years (after reduction for

any capital loss carryforward).

9. As soon as practicable after the

Closing Date, each Acquired Fund will

distribute in kind pro rata to its

shareholders of record determined as of

the close of regular trading on the NYSE

on the Closing Date (the ‘‘Valuation

Time’’), in liquidation of the Acquired

Fund, the shares of the Acquiring Fund

received by it pursuant to the

Reorganization. Such distribution will

be accomplished by the establishment of

an account in the name of each

shareholder of the Acquired Fund on

the share records of the Acquiring

Fund’s transfer agent and the transfer to

each such account of a number of shares

of the Acquiring Fund representing the

respective pro rata number of full and

fractional shares of the Acquiring Fund

due to such shareholder of the Acquired

Fund. The number of full and fractional

Class A and Class B shares of each

Acquiring Fund to be issued to

shareholders of the corresponding

Acquired Fund will be determined on

the basis of the relative net asset values

of the Acquired Fund and the Acquiring

Fund computed as of the Valuation

Time. After such distribution and the

winding up of its affairs, the Acquired

Fund will be terminated

10. Pursuant to the Reorganization,

GEIM will become each Acquiring

Fund’s sole investment adviser, except

for GE Tax-Exempt Fund, which will

retain Brown Brothers Harriman & Co.

(‘‘Brown Brothers’’), sub-adviser to

Investors Trust Tax Free Fund, as its

sub-adviser.

11. On May 15 and 16, 1997, the

boards of trustees of the Company and

the Trust (including their respective

non-interested trustees), respectively,

approved the Agreement. After

considering the relevant factors

concerning the advisability of the

Reorganization, each board found that

participation in the Reorganization was

in the best interests of the relevant Fund

and that the interests of the existing

shareholders of each relevant Fund

would not be diluted as a result of the

Reorganization.

12. In assessing the Reorganization

and the terms of the Agreement, the

factors considered by the boards of the

Company the Trust included: (a) The

relative past growth in assets and

investment performance of the Funds;

(b) the future prospects of the Funds,

both under circumstances where they

are not reorganized and where they are

reorganized; (c) the compatibility of the

investment objectives, policies, and

restrictions of the Funds; (d) the effect

of the Reorganization on the expense

ratios of each Fund based on a

comparison of the expense ratios of each

Acquiring Fund with those of the

corresponding Acquired Fund on a ‘‘pro

forma’’ basis; (e) the fact that GEIM

would be bearing the costs of the

Reorganization; (f) whether any future

cost savings could be achieved by

combining the Funds; (g) the tax-free

nature of the Reorganization; and (h)

alternatives to the Reorganization.

13. In approving the Agreement, the

Trust’s board considered that the GE

Short-Term Government Fund has a

more favorable performance record that

the IT Adjustable Rate Fund, and the IT

Tax Free Fund has a better performance

record than the GE Tax-Exempt Fund.

As noted above, GE Tax-Exempt Fund

will retain the IT Tax Free Fund’s subadviser. In considering the

Reorganization and the Agreement, each

board noted that the investment

objectives, policies, and restrictions of

each Acquiring Fund and the

corresponding Acquired Fund were

substantially similar.

14. Each board also recognized the

fact that the Funds would not bear any

of the expenses of the Reorganization.

GEIM will bear the costs attributable to

the establishment of the two new

Acquiring Funds and all of the expenses

of the Reorganization. Costs and fees of

the Reorganization will be the

responsibility of GEIM whether or not

the Reorganization is consummated.

These expenses include professional

fees and the cost of soliciting proxies for

the meeting of the Acquired Funds and

the GE Tax-Exempt Fund shareholders,

consisting principally of printing and

mailing expenses, together with the cost

of any supplementary solicitation.

Additionally, GNA Capital will bear

some of the indirect costs of the

Reorganization by providing employee

time and effort in the planning,

preparation, and consummation of the

Reorganization.

15. The board of the Trust also noted

that, apart from changes in fund

expenses, the Reorganization was not

anticipated to have any adverse effect

upon the shareholders of the Acquired

Fund and might provide instead,

enhanced opportunities for growth,

diversification, investment efficiency,

and the continued opportunity to accord

their respective shareholders the

benefits of a family of funds. After

considering all the relevant factors, each

board, including the non-interested

trustees, concluded that any potential

benefits to GE, GEIM, GNA Capital and

their affiliates as a result of the

Reorganization are on balance

outweighed by the benefits of the

Reorganization to each Fund and its

shareholders.

16. Consummation of the

Reorganization is subject to the

conditions set forth in the Agreement,

including: (a) The parties shall have

received exemptive relief from the SEC

with respect to the issues that are the

subject of the application; (b) the

shareholders of each Acquired Fund

will have approved the Reorganization;

and (c) in the case of the reorganization

of GE Tax-Exempt Fund, that Fund’s

shareholders shall have approved

Brown Brothers as sub-adviser and

changes to certain investment policies

and restrictions.

17. Applicants filed with the SEC a

prospectus/proxy statement describing

the Reorganization, and a proxy

statement respecting GE Tax-Exempt

Fund on June 6, 1997, and July 3, 1997,

respectively. Applicants sent the

prospectus/proxy statement to

shareholders on or about July 31, 1997,

for their approval at a shareholder

meeting expected to be held on or about

September 15, 1997.

18. Notwithstanding approval of the

Agreement by the shareholders of the

Acquired Funds, the Closing Date may

be postponed and the Agreement may

be terminated prior to the Closing Date

by: (a) Mutual agreement of the parties;

(b) either party because a material

breach by the other party of any

representation, warranty, or agreement

contained in the Agreement has

occurred; or (c) either party because a

condition to the obligation of the

terminating party cannot be met.

Applicants agree not to make any

material changes to the Agreement

without prior SEC approval.

Applicants’ Legal Analysis

1. Section 17(a) of the Act, in relevant

part, prohibits an affiliated person of a

registered investment company, or any

affiliated person of such person, acting

as principal, from knowingly selling to

or purchasing from such registered

investment company or any company

controlled by such registered company,

any security or other property.

2. Section 2(a)(3) of the Act defines

the term ‘‘affiliated person’’ of another

person to include, in pertinent part, any

person directly or indirectly owning,

controlling, or holding with power to

vote, 5% or more of the outstanding

voting securities of such other person,
47076 Federal Register / Vol. 62, No. 172 / Friday, September 5, 1997 / Notices

and any person directly or indirectly

controlling, controlled by, or under

common control with such other

person, and if such other person is an

investment company, any investment

adviser thereof.

3. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions are satisfied.

4. Applicants believe that they may

not rely upon rule 17a–8 because the

Funds may be affiliated for reasons

other than those set forth in the rule. GE

indirectly owns 100% of the

outstanding voting securities of GNA

Capital, the adviser to the Acquired

Funds. GE also owns, with power to

vote, shares of certain of the Funds as

described in the application, which

constitute between 7% and 83% of the

outstanding shares of each such Fund.

Because of this ownership, the

Acquiring Funds may be deemed an

affiliated person of the Acquired Funds,

and vice versa, for reasons not based

solely on their common adviser.

Consequently, applicants are requesting

an order pursuant to section 17(b) of the

Act exempting them from section 17(a)

to the extent necessary to consummate

the Reorganization.

5. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

the terms of the proposed transaction,

including the consideration to be paid

or received, are reasonable and fair and

do not involve overreaching on the part

of any person concerned; the proposed

transaction is consistent with the policy

of each registered investment company

concerned; and the proposed

transaction is consistent with the

general purposes of the Act.

6. Applicants submit that the terms of

the proposed Reorganization satisfy the

standards set forth in section 17(b), in

that the terms are fair and reasonable

and do not involve overreaching on the

part of any person concerned. The

boards of trustees of the Company and

the Trust, including their non-interested

trustees, have reviewed the terms of the

Reorganization as set forth in the

Agreement, including the consideration

to be paid or received, and have found

that participation in the Reorganization

is in the best interests of the Company,

the Trust, and each Fund, and that the

interests of the existing shareholders of

each Fund will not be diluted as a result

of the Reorganization. Applicants also

note that the exchange of each Acquired

Fund’s assets and liabilities for the

shares of the corresponding Acquiring

Fund will be based on the Funds’

relative net asset values.

For the SEC, by the Division of Investment

Management, under delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–23599 Filed 9–4–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22803; 812–10758]

Robertson Stephens Investment Trust,

et al.; Notice of Application

August 29, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 15(a) of the Act.

SUMMARY OF APPLICATION: Robertson,

Stephens & Company Group, L.L.C. and

Robertson, Stephens & Company, Inc.,

parent companies (‘‘Parents’’) of

Robertson, Stephens & Company

Investment Management, L.P. (‘‘RSIM,

L.P.’’), and Robertson Stephens

Investment Management, Inc. (‘‘RSIM,

Inc.’’) (each of RSIM, L.P. and RSIM,

Inc., an ‘‘Adviser,’’ and together, the

‘‘Advisers’’), have entered into an

agreement and plan of merger with

BankAmerica Corporation

(‘‘BankAmerica’’) to merge with a

wholly-owned subsidiary of

BankAmerica. The indirect change in

control of the Advisers will result in the

assignment, and thus the termination, of

the existing advisory contracts between

Robertson Stephens Investment Trust

(the ‘‘Trust’’) and the Advisers. The

order would permit the implementation,

without shareholder approval, of a new

investment advisory agreement for a

period of up to 60 days following the

date of the change in control of the

Advisers. The order also would permit

the Advisers to receive all fees earned

under the new advisory agreement

following shareholder approval.

APPLICANTS: Trust, RSIM, L.P. and

RSIM, Inc.

FILING DATES: The application was filed

on August 15, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

September 24, 1997, 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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street NW., Washington, DC 20549.

Applicants, 555 California Street, San

Francisco, CA 94104.

FOR FURTHER INFORMATION CONTACT:

Joseph B. McDonald, Jr., Senior

Counsel, at (202) 942–0533, or Mary Kay

Frech, Branch Chief, at (202) 942–0564

(Office of Investment Company

Regulation, Division of Investment

Management).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 Fifth

Street NW., Washington, DC 20549 (tel.

202–942–8090).

Applicant’s Representations

1. The Trust is a Massachusetts

business trust registered under the Act

as an open-end management investment

company. The Trust currently offers

twelve separate series (the ‘‘Funds’’) to

the public. The Advisers are registered

investment advisers under the

Investment Advisers Act of 1940. RSIM,

L.P. serves as investment adviser to

eleven of the Funds and RSIM, Inc.

serves as investment adviser to the

Twelfth Fund.

2. On June 8, 1997, BankAmerica

entered into an agreement and plan of

merger with the Parents and their

affiliates, under which each of the

Parents would be merged into a

subsidiary of BankAmerica (the

‘‘Merger’’). As a result of the Merger,

BankAmerica will become the owner of

the entire beneficial interest in RSIM,

L.P. and RSIM, Inc. Applicants expect

consummation of the Merger on

September 30, 1997.

3. Applicants request an exemption to

permit implementation, prior to

obtaining shareholder approval, of new

investment advisory agreements (‘‘New

Advisory Agreements’’) with the

Advisers. The requested exemption will

cover an interim period of not more

than 60 days beginning on the date the

Merger is consummated and continuing,

in respect of each Fund, through the