Federal Register / Vol. 62, No. 215 / Thursday, November 6, 1997 / Notices 60113

1FAIF was incorporated in 1987 as ‘‘SECURAL

Mutual Funds, Inc.’’ an changed its name to ‘‘First

American Investment Funds, Inc.’’ in 1991.

2 In addition, 2 new shell series are being created

in FAIF and will constitute Acquiring Funds.

3FAF was incorporated under the name ‘‘First

American Money Fund, Inc.’’ and changed its name

to ‘‘First American Funds, Inc.’’ in 1990.

4A new series, the ‘‘Tax Free Obligations Fund,’’

is being created in FAF and will be an Acquiring

Fund.

undertaken by the DOE in its program

to manage the disposal of the nation’s

high-level radioactive waste and

commercial spent nuclear fuel. In that

same legislation, Congress directed the

DOE to characterize a site at Yucca

Mountain, Nevada, for its suitability as

a potential location for a permanent

repository for the disposal of that waste.

Dated: October 31, 1997.

William Barnard,

Executive Director, Nuclear Waste Technical

Review Board.

[FR Doc. 97–29331 Filed 11–5–97; 8:45 am]

BILLING CODE 6820–AM–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22868; 812–10726]

First American Investment Funds, Inc.,

et al.; Notice of Application

October 30, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application 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: Order

requested to allow certain series of three

registered open-end investment

companies to acquire all of the assets

and liabilities of the series of another

registered open-end investment

company. Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

APPLICANTS: First American Investment

Funds, Inc. (‘‘FAIF’’), First American

Funds, Inc. (‘‘FAF’’), First American

Strategy Funds, Inc. (‘‘FASF’’), First

Bank National Association (the

‘‘Adviser’’), First Trust National

Association (‘‘First Trust’’), The

Qualivest Funds (the ‘‘Trust’’),

Qualivest Capital Management, Inc.

(‘‘Qualivest’’), and United States

National Bank of Oregon (‘‘U.S. Bank’’).

FILING DATES: The application was filed

on July 18, 1997. Applicants have

agreed to file an amendment, the

substance of which is included in this

notice, during the notice period.

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

November 20, 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, N.W., Washington, D.C. 20549.

Applicants: FAIF, FAF, and FASF,

Oaks, PA 19546; First Bank National

Association, First Bank Place, 601

Second Avenue South, Minneapolis,

MN 55480; First Trust National

Association, 180 East Fifth Street, St.

Paul, MN 55101; The Qualivest Funds,

3435 Stelzer Road, Columbus, OH

43219–3035; Qualivest, P.O. Box 2758,

Portland, OR 97208; and U.S. Bank, 111

S.W. Fifth Avenue, Suite T–2, Portland,

OR 97204.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Senior Counsel, at

(202) 942–0553, 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 at the SEC’s

Public Reference Branch, 450 Fifth

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

(tel. 202–942–8090).

Applicants’ Representations

1. The Trust, a Massachusetts

business trust, is an open-end

management investment company

registered under the Act. The Trust

currently consists or thirteen series (the

‘‘Acquired Funds’’), Qualivest is a

subsidiary of U.S. Bank, and is the

investment adviser to the Acquired

Funds. U.S. Bank is a wholly-owned

subsidiary of U.S. Bancorp. U.S. Bank

and certain of its affiliates hold of

record more than 5% of the outstanding

shares of certain Acquired Funds. In

addition, defined benefits plans for

which Qualivest, U.S. Bank, or their

affiliates have funding obligations own

more than 5% of the outstanding shares

of certain Acquired Funds.

2. FAIF, FAF, and FASF are open-end

investment companies registered under

the Act and each offers shares in certain

series (some of which constitute the

‘‘Acquiring Funds’’). FAIF 1, a Maryland

corporation, offers shares in 20 series,

four of which are Acquiring Funds.2

FAF 3, a Minnesota corporation,

currently consists of three series, two of

which are Acquiring Funds.4 FASF, a

Minnesota corporation, offers shares in

four series, each of which is an

Acquiring Fund.

3. The Adviser is registered under the

Investment Advisers Act of 1940 and is

the investment adviser for each of the

Acquiring Funds. The Adviser and First

Trust are wholly-owned subsidiaries of

First Bank System, Inc. (‘‘FBS’’). First

Trust and certain of its affiliates hold of

record more than 5% of the outstanding

shares of certain Acquiring Funds. In

addition, defined benefit plans for

which FBS, the Adviser, First Trust, or

their affiliates have funding obligations

own more than 5% of the outstanding

shares of certain Acquiring Funds.

4. FBS and U.S. Bancorp entered into

an Agreement and Plan of Merger on

March 19, 1997, which provided that

U.S. Bancorp would merge with and

into FBS, with FBS continuing as the

surviving corporation (the ‘‘Merger’’).

The Merger was consummated on or

about September 2, 1997. At that time,

the Adviser and First Trust became

affiliated with Qualivest and U.S. Bank,

and all of those entities became part of

a common control group.

5. On June 4, 1997, the boards of

directors of FAIF, FAF, and FASF (the

‘‘First American Boards’’), including

their disinterested directors,

unanimously approved the

reorganization (the ‘‘Reorganization’’),

and on June 17, 1997, the Board of

Trustees of the Trust (the ‘‘Trustees’’)

unanimously approved the

Reorganization, including a draft

Agreement and Plan of Reorganization

(the ‘‘Reorganization Agreement’’).

Pursuant to the Reorganization

Agreement, each Acquiring Fund

proposes to acquire all of the assets and

assume all of the liabilities of its

corresponding Acquired Fund in

exchange for shares of the Acquiring

Fund based on the Funds’ relative net

asset values. The number of Acquiring

Fund shares to be issued in exchange for

each Acquired Fund share of each class

will be determined by dividing the net

asset values of one Acquiring Fund

share of the appropriate corresponding

class by the net asset value of one

Acquired Fund share of such class,

computed as of the close of trading on
60114 Federal Register / Vol. 62, No. 215 / Thursday, November 6, 1997 / Notices

the New York Stock Exchange on the

date that the conditions to closing are

satisfied or on a later date as the parties

may agree (the ‘‘Effective Time’’).

6. The Acquiring Funds generally

offer shares in three classes (Classes A,

B, and C). Only Class A and Class C

shares will be issued in the

Reorganization. Class A shares generally

are sold with a front-end sales charge.

Purchases of $1 million or more of Class

A shares that are sold within 24 months

after purchase are subject to a

contingent deferred sales charge. Class

A shares are not subject to any other

contingent deferred sales charge, other

sale charge, or any redemption fee. Class

A shares are subject to shareholder

servicing fees under a rule 12b–1 plan.

Class C shares are not subject to a frontend, contingent deferred, or other sales

charge, a redemption fee, or rule

12b–1 distribution or shareholder

servicing fees.

7. The Acquired Funds offer shares in

four classes (Classes A, C, Y, and Q).

Class A shares generally are subject to

a front-end sales charge, and under

certain circumstances, a contingent

deferred sales charge is imposed. Class

A shares are subject to distribution fees

under a rule 12b–1 plan. Class C shares

of certain of the Acquired Funds may be

subject to a contingent deferred sales

charge, or distribution and shareholder

services fees under a rule 12b–1 plan.

Class Y shares are not subject to a

contingent deferred sales charge or any

other sales charge. These shares are

offered only through trust departments

of banks and other institutional

investors for monies that are held in a

fiduciary, agency, custodial, or similar

capacity. Class Q shares are offered with

no sales charge and no contingent

deferred sales charge. Class Q shares

generally are subject to rule 12b–1 fees.

As a result of the Reorganization,

holders of Class A shares and Class C

shares of the Acquired Funds will

become holders of Class A shares of the

Acquiring Funds, and holders of Class

Q shares and Class Y shares of the

Acquired Funds will become holders of

Class C shares of the Acquiring Funds,

and will be subject to the sales charges,

and the rule 12b–1 distribution and

shareholder servicing fees applicable to

the class of Acquiring Fund shares

issued to them (as well as fund level

expenses, such as investment advisory

fees, of the relevant Acquiring Fund). In

applying the deferred sales charge

applicable to purchases of Class A

shares with respect to which the frontend sales charge was waived, and

applicable purchases of Class C shares,

credit will be given for the period an

Acquired Fund shareholder who is

subject to the deferred sales charge held

his or her shares of the Acquired Fund.

8. Each Fund pays the Adviser an

investment advisory fee annually,

which the Adviser currently is waiving

to the extent that total fund expenses

exceed the average daily net assets of

the respective Acquiring Funds. In

addition, certain classes of each Fund

pay annual distribution fees based on a

percentage of the Fund’s average daily

net assets.

9. The investment objectives of each

Acquired Fund and its corresponding

Acquiring Fund are similar. The

investment restrictions and limitations

of each Acquired Fund and

corresponding Acquiring Fund are

substantially similar, but in some cases

involve differences that reflect the

differences in the general investment

strategies utilized by the Funds.

10. On or before the Effective Time,

the Acquired Fund will have declared a

dividend and/or other distribution so

that it will have distributed all of its

investment company taxable income,

exempt-interest income, and realized

net capital gain, if any, for the taxable

year ending on or prior to the Effective

Time.

11. The Reorganization Agreement

provides that, at the Effective Time of

the Reorganization, each Acquiring

Fund will issue and distribute to its

corresponding Acquired Fund’s

shareholders of record, determined as of

the Effective Time, the Acquiring Fund

shares issued in exchange for the

Acquired Fund shares. Afterwards, no

additional shares representing interests

in the Acquired Fund will be issued,

and the Acquired Fund will be

liquidated. The distribution will be

accomplished by the issuance of the

Acquiring Fund shares to open accounts

on the share records of the Acquiring

Fund in the names of the Acquired

Fund shareholders representing the

number of Acquiring Fund shares due

each shareholder pursuant to the

Reorganization Agreement.

Simultaneously, all issued and

outstanding shares of the Acquired

Fund will be canceled on the books of

the Acquired Fund. No sales charge will

be incurred by Acquired Fund

shareholders in connection with their

acquisition of Acquiring Fund shares

pursuant to the Reorganization

Agreement.

12. In considering the Reorganization,

the First American Boards, including

the disinterested directors, and the

Trustees, including the disinterested

trustees, found that participation in the

Reorganization is in the best interests of

each Acquired Fund and Acquiring

Fund, and that the interests of existing

shareholders of the Funds will not be

diluted as a result of the Reorganization.

13. The First American Boards and

the Trustees considered a number of

factors in making their findings,

including: (a) the terms and conditions

of the Reorganization; (b) the tax-free

nature of the Reorganization; (c) the

costs of the Reorganization to the Funds;

(d) the compatibility of the objectives,

policies, and restrictions of the Funds;

(e) the investment advisory fees, rule

12b–1 fees, and the sales charges that

would become applicable to former

shareholders of the Acquired Funds;

and (f) the potential benefits to the

Adviser. The First American Boards and

the Trustees noted also that the larger

size of the Acquiring Funds enables the

Acquired Funds to achieve certain

economies of scale, and potentially may

increase operating efficiencies and

facilitate portfolio management.

14. The Adviser will be responsible

for the expenses incurred in connection

with the Reorganization and any

unamortized organizational expenses of

the Acquired Funds existing at the

Effective Time.

15. The Reorganization Agreement

may be terminated by the mutual

consent of the relevant First American

Boards and the Trustees at any time

prior to the Effective Time.

16. On August 8, 1997, applicants

filed with the SEC a registration

statement on Form N–14 containing a

combined prospectus/proxy statement.

Applicants sent the prospectus/proxy

statement to shareholders of each

Acquired Fund on or about September

15, 1997.

17. The consummation of the

Reorganization is subject to the

following conditions set forth in the

Reorganization Agreement: (a) the

shareholders of the Acquired Fund will

have approved the Reorganization

Agreement; (b) applicants will have

received exemptive relief from the SEC

with respect to the issues that are the

subject of the application; (c) an opinion

of counsel with respect to the federal

income tax aspects of the

Reorganization will have been received

by applicants; and (d) the Adviser, or an

affiliate of the Adviser, will have paid

any unamortized organizational

expenses on the books of the relevant

Acquired Fund, and those expenses will

not be reflected in the net asset value

calculations made in connection with

the Reorganization. Applicants agree not

to make any material changes to the

Reorganization Agreement that affect

the application without prior SEC

approval.
Federal Register / Vol. 62, No. 215 / Thursday, November 6, 1997 / Notices 60115

5Applicants state that the Acquiring Funds in

which First Trust does not hold of record more than

5% of the outstanding shares also are unable to rely

on rule 17a–8 because they are affiliated with the

Acquired Funds for reasons other than those set

forth in the rule. Applicants state that these Funds

are affiliated with the Acquired Funds because they

are affiliated with the Adviser under section

2(a)(3)(E) and, after the Merger (in which U.S. Bank

and the Adviser will be merged), the Adviser will

be an affiliate of the Acquired Funds under section

2(a)(3)(A) by virtue of U.S. Bank’s ownership of

more than 5% of the outstanding shares of certain

of the Acquired Funds.

6Applicants state that the one Acquired Fund

(the U.S. Treasury Money Market Fund) that U.S.

Bank does not hold of record 5% or more of the

outstanding shares also is unable to rely on rule

17a–8 because it is affiliated with the Acquiring

Fund for reasons other than those set forth in rule

17a–8. Applicants state that the Acquired Fund is

affiliated with the Adviser under section 2(a)(3)(E)

and, after the Merger, the Adviser will be an

affiliate of the Acquiring Funds under section

2(a)(3)(C).

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or any

affiliated person of that person, acting as

principal, from selling any security to,

or purchasing any security from the

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

defines an ‘‘affiliated person’’ of another

person to include any person that owns

5% or more of the outstanding voting

securities of the other person, and any

person directly or indirectly controlling,

controlled by, or under common control

with the other person; or, if the other

person is an investment company, any

investment adviser of the investment

company.

2. 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.

3. 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.

First Trust and its affiliates hold of

record more than 5% of the outstanding

shares of certain Acquiring Funds and

hold or share voting power and/or

investment discretion with respect to a

portion of those shares.5 In addition,

U.S. Bank and its affiliates hold of

record more than 5% of the outstanding

shares of certain Acquired Funds and

hold or share voting power and/or

investment discretion with respect to a

portion of those shares.6 Because of

these ownership interests, the Acquiring

Fund may be deemed an affiliated

person of an affiliated person of the

Acquired Fund, 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.

4. 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.

5. Applicants submit that the terms of

the 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. Applicants note that

the First American Boards and the

Trustees, including the disinterested

directors and trustees, found that

participation in the Reorganization is in

the best interests of 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 the

Acquired Funds’ shares for the

Acquiring Funds’ shares 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. 97–29354 Filed 11–5–97; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Reports, Forms and Recordkeeping

Requirements Agency Information

Collection Activity Under OMB Review

AGENCY: Office of the Secretary, DOT.

ACTION: Notice and request for

comments.

SUMMARY: In compliance with the

Paperwork Reduction Act of 1995 (44

U.S.C. 3501 et seq.), this notice

announces that the Information

Collection (ICR) abstracted below has

been forwarded to the Office of

Management and Budget (OMB) for

review and comment. The ICR describes

the nature of the information collection

and its expected burden. The Federal

Register Notice with a 60-day comment

period soliciting comments on the

following collection of information was

published on April 9, 1997, (62 FR

17276–17277).

DATES: Comments must be submitted on

or before December 8, 1997.

FOR FURTHER INFORMATION CONTACT:

Judith Street, ABC–100; Federal

Aviation Administration; 800

Independence Avenue, SW.;

Washington, DC 20591; Telephone

number (202) 267–9895.

SUPPLEMENTARY INFORMATION:

Federal Aviation Administration (FAA)

Title: Representatives of the

Administrator, FAR 183.

OMB control number: 2120–0033.

Type of request: Extension of

currently approved collection.

Affected Public: Individuals seeking

to represent the Administrator in

examining, testing, and certifying

airmen for the purpose of issuing them

airmen certificates.

Abstract: Title 49, U.S.C., Section

44702, authorizes appointment of

properly qualified private persons to be

representatives of the Administrator for

examining, testing, and certifying

airmen for the purpose of issuing them

airmen certificates. The information

collected is used to determine eligibility

of the representatives. This submission

will no longer cover the application for

airmen medical examiners since that

reporting burden now has its own OMB

control number of 2120–0604.

Annual Estimated Burden Hours:

3,114.

Number of Respondents: 7,152.

Addressee: Send comments to the

Office of Information and Regulatory

Affairs, Office of Management and

Budget, 725–17th Street, NW.,

Washington, DC 20503, Attention FAA

Desk Officer.

Comments are Invited on: whether the

proposed collection of information is

necessary for the proper performance of

the functions of the Department,

including whether the information will

have practical utility; the accuracy of

the Department’s estimate of the burden

of the proposed information collection;

ways to enhance the quality, utility and

clarity of the information to be

collected; and ways to minimize the

burden of the collection of information

on respondents, including the use of

automated collection techniques or

other forms of information technology.