60536 Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices

Phone: 202/467–5913, FAX: 202/467–

4280, e-mail:

United Way of America

Les Talley—703/836–7112, ext 438, Chris

Marshall—703/683–7112, ext 491, Pat

Wallace, 701 North Fairfax Street,

Alexandria, VA 22314–2045, Phone:

703/836–7100, FAX: 703/683–7840, email:

United Service Organizations

Kermit Ellis, Kim Hessler, Washington

Navy Yard, 901 M Street, SE, Bldg. 198,

Washington, DC 20374–5702, Phone:

202/610–6457, FAX: 202/610–5702, email: usohq@soho.ios.com

Women’s Charities of America

Cristin Clarkin Leeper, President, c/o

Leeper & Leeper, 620 Woodland Avenue,

El Paso, TX 79922, Phone: 915/833–

5658, FAX: 915/833–2428, 85, e-mail:

ccleeper@juno.com

[FR Doc. 97–29565 Filed 11–7–97; 8:45 am]

BILLING CODE 6325–01–M

OFFICE OF PERSONNEL

MANAGEMENT

The National Partnership Council

AGENCY: Office of Personnel

Management.

ACTION: Notice of meeting.

Time and Date: 2:00 p.m., November

12, 1997.

Place: OPM Conference Center, Room

1350, Theodore Roosevelt Building,

1900 E Street, NW., Washington, DC

20415–0001. The conference center is

located on the first floor.

Status: This meeting will be open to

the public. Seating will be available on

a first-come, first-served basis.

Individuals with special access needs

wishing to attend should contact OPM

at the number shown below to obtain

appropriate accommodations.

Matters to be Considered: There will

be a discussion of the National

Partnership Council’s strategic action

plan for calendar year 1998.

CONTACT PERSON FOR MORE INFORMATION:

Michael Cushing, Director, Center for

Partnership and Labor-Management

Relations, Office of Personnel

Management, Theodore Roosevelt

Building, 1900 E Street, NW., Room

7H28, Washington, DC 20415–0001,

(202) 606–2930.

SUPPLEMENTARY INFORMATION: We invite

interested persons and organizations to

submit written comments. Mail or

deliver your comments to Michael

Cushing at the address shown above.

Office of Personnel Management.

Janice R. Lachance,

Acting Director.

[FR Doc. 97–29772 Filed 11–6–97; 2:19 pm]

BILLING CODE 6325–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22875; 812–10718]

Evergreen Trust, et al.; Notice of

Application

November 4, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under sections 6(c) and 17(b)

of the Investment Company Act of 1940

(the ‘‘Act’’) from section 17(a) of the

Act.

SUMMARY OF APPLICATION: Applicants

seek an order to permit the

reorganization and consolidation of

certain registered open-end investment

companies, and the conversion of

certain common trust funds and

collective investment funds into

registered open-end investment

companies.

APPLICANTS: Evergreen Trust, Evergreen

Growth and Income Fund, Evergreen

Foundation Trust, The Evergreen

Municipal Trust, The Evergreen

American Retirement Trust, Evergreen

Equity Trust, Evergreen Investment

Trust, The Evergreen Lexicon Fund,

Evergreen Money Market Trust,

Evergreen Tax Free Trust, Keystone

Institutional Trust (each a ‘‘Fund’’ and

collectively, the ‘‘Funds’’); Evergreen

Select Fixed Income Trust, Evergreen

Select Equity Trust, Evergreen Select

Money Market Trust, Evergreen

Municipal Trust, Evergreen Equity

Trust, Evergreen Fixed Income Trust,

Evergreen International Trust, Evergreen

Money Market Trust (collectively, the

‘‘Delaware Trusts’’); First Union

National Bank (North Carolina), and

First Union National Bank

(Pennsylvania) (collectively, the

‘‘Bank’’).

FILING DATES: The application was filed

on September 19, 1997. Applicants have

agreed to file an amendment to the

application during the notice period, the

substance of which is included in this

notice.

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 21, 1997, and should be

accompanied by proof of service on the

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, Marion A. Cowell, Jr., Esq.,

General Counsel, First Union

Corporation, One First Union Center,

Charlotte, North Carolina 28288.

FOR FURTHER INFORMATION CONTACT:

Joseph B. McDonald, Jr., Senior

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

Frech, 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. Each Fund is registered under the

Act as an open-end management

investment company. The Funds are

organized as either Massachusetts

business trusts or Maryland

corporations. The Delaware Trusts have

been organized as Delaware business

trusts to succeed to the Funds’

registration statements and operations.

The Delaware Trusts either have been or

will be registered under the Act as openend management investment

companies.

2. First Union National Bank is a

North Carolina corporation and a

banking subsidiary of First Union

Corporation, a publicly held bank

holding company. The Capital

Management Group, a division of the

Bank, and two of its subsidiaries,

Evergreen Asset Management Corp. and

Keystone Investment Management

Company, act as investment advisers to

the Funds and the Delaware Trusts.

Evergreen Asset Management Corp. and

Keystone Investment Management

Company are each registered as

investment advisers under the

Investment Advisers Act of 1940.

3. Applicants propose to transfer $7

billion of assets in the Bank’s various

common trust funds and collective

investment funds (collectively, ‘‘CTFs’’):

(i) to certain newly established series of

Delaware Trusts; and (ii) to certain

Funds prior to the Funds’ reorganizing

into Delaware Trusts (‘‘CTF

Conversions’’). Applicants state that the

CTF Conversions will be accomplished

by transferring CTF assets to the

Delaware Trusts or to the Funds having
Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices 60537

comparable investment objectives in

exchange for shares of the series of the

Delaware Trusts or Funds at the thencurrent market value of the CTF’s assets.

At the same time, the CTFs will

distribute the shares of the respective

Delaware Trusts or the funds on a pro

rata basis to all participants in the CTFs.

4. The Bank’s employee pension plan

(‘‘Affiliated Plan’’) has more than 5%

participation in the Equity Growth Fund

and, therefore, the Bank may be deemed

to have a significant financial interest in

this CTF Conversion. In addition,

certain of the CTF Conversions will

involve converting CTF assets into

certain of the Funds where the Bank, as

a fiduciary for its customers, may own

of record, or hold or control with power

to vote 5% or more of the outstanding

voting securities of these Funds. This

includes 15 Funds in which the Bank,

as a fiduciary for its customers, owns of

record, or holds or controls with power

to vote, 25% or more of the outstanding

securities of these Funds.

5. Many of the participants in the

CTFs, other than the Affiliated Plan,

have an independent or ‘‘second’’

fiducicary that supervises and will

supervise the investment of CTF’s assets

(‘‘Second Fiduciary’’). In the case of the

Affiliated Plan, the Bank’s employee

benefit review committee (the

‘‘Committee’’) serves as a fiduciary. In

other situations, the Bank as sole trustee

will exercise its fiduciary responsibility

to authorize the CTF Conversions.

6. Completion of the CTF Conversions

is subject to a number of conditions

precedent, including requirements that:

(1) The proposed transfers will comply

with the provisions of rule 17a–7 (b)

through (f) under the Act; and (ii) the

CTF Conversions will not occur unless

and until (a) the boards of the Delaware

Trusts and of the Funds (the ‘‘Boards’’)

(including a majority of their

disinterested directors/trustees

(‘‘Disinterested Directors’’)) and the

Committee, the Second Fiduciary, or the

Bank, as the case may be, find that the

CTF Conversions are in the best

interests of the Funds, the Delaware

Trusts, and participants in the CTF,

respectively, and (b) the Boards and the

Disinterested Directors find that the

interests of the existing shareholders

will not be diluted as a result of the

proposed CTF Conversions. These

determinations and the basis upon

which they are made will be recorded

fully in the records of the Delaware

Trusts and The Funds.

7. Where the Bank acts as the sole

trustee for a CTF, the Bank will

determine in accordance with its

fiduciary duties that the proposed CTF

Conversion is in the best interests of

participants in the CTF. In making this

determination, the Bank will consider

the anticipated benefits to the CTF

participants. These benefits may include

increased liquidity, the availability of

daily pricing, the accessibility of

performance and other information

concerning the CTF, the similarity of the

investment objectives and policies of

the Fund or Delaware Trust and the

CTF, the anticipated tax treatment of the

proposed transaction and the aggregate

fee levels experienced and expected to

be experienced by CTF participants

before and after the proposed

transaction.

8. Applicants also request relief to

permit future transactions in which a

CTF for which the Bank acts as trustee

and in which an employee benefit plan

sponsored by the Bank is a participant,

proposes to transfer all of its assets to a

registered open-end investment

company or a series thereof (a) that is

advised by the Bank or by any entity

controlling, controlled by, or under

common control with the Bank, and (b)

in which the Bank, as fiduciary for its

customers, owns of record or controls or

holds with power to vote 5% or more

of the outstanding voting securities,

provided that the Bank has no beneficial

ownership interest in any security of

either party to the transaction (‘‘Future

Transactions’’). Applicants state that

they will rely on the requested relief for

Future Transactions only in accordance

with the terms and conditions contained

in the application.

9. On September 16 and 17, 1997, the

Board of each Fund, including a

majority of the Disinterested Directors,

authorized the reorganization of the

Funds into the various Delaware Trusts

(‘‘Fund Reorganizations’’). The purpose

of the Fund Reorganizations is to change

the domicile of the Funds from

Massachusetts or Maryland to Delaware.

In conjunction with this proposal,

applicants propose that certain of the

Funds will be consolidated with other

Funds into a single series of a Delaware

Trust (‘‘Consolidations’’).

10. The Boards of the Funds approved

agreements and plans of reorganization

under which the Funds being acquired

(‘‘Acquired Funds’’) have agreed to sell

all of their assets and liabilities to a

corresponding series of the Delaware

Trusts (‘‘Acquiring Series’’)

(‘‘Agreements’’). The exchange of shares

will be equal to the net asset value at the

close of business on the day before the

exchange date specified in the

Agreement. The shares will be

distributed pro rata to the respective

Acquired Funds’ shareholders in

proportion to the number and class of

shares of the Acquiring Series owned on

the exchange date upon the liquidation

and dissolution of the Acquired Funds.

At the time of the Fund Reorganizations,

the Acquired Funds will have either

three or four classes of shares. In all

cases, the Acquired Fund shareholders

will receive the class of shares which

has the same rights and obligations as

the class they presently hold.

11. The Agreements are subject to a

number of conditions precedent,

including requirements that: (I) The

Agreements have been approved by the

Boards of the Delaware Trusts and the

Acquired Funds; (ii) the Acquired

Funds and the Delaware Trusts have

received opinions of counsel stating,

among other things, that the Fund

Reorganizations will constitute a

‘‘reorganization’’ under section 368 of

the Internal Revenue Code of 1986, as

amended and, as a consequence, the

Fund Reorganizations will not result in

Federal income taxes for the Funds or

their shareholders; and (iii) the

Acquired Funds and the Delaware

Trusts have received from the SEC, if

necessary, an order exempting the Fund

Reorganizations and Consolidations

from the provisions of section 17(a) of

the Act. Applicants agree not to make

any material changes to the Agreements

that affect representations in the

application without the prior approval

of the SEC staff.

12. Proxy solicitation materials

describing each Delaware Trust, the

Fund Reorganizations, Consolidations,

and the terms of the Agreements will be

filed with the SEC and mailed to the

Funds’ shareholders for their approval.

A joint special meeting of shareholders

of the Funds to consider the Agreements

will be held on or about December 15,

1997, and, subject to shareholder

approval of the Agreements and the

issuance by the SEC of the requested

order, the Fund Reorganizations and

Consolidations will be completed on or

about December 19, 1997.

13. Each Acquired Fund and each

Delaware Trust will be responsible for

its respective fees and expenses of the

Fund Reorganizations and

Consolidations. Each Fund will be

responsible for its proxy solicitation and

other costs associated with its special

meeting of shareholders held to

consider the Fund Reorganizations and

Consolidations. The expenses with

respect to the Agreements using Form

N–14 will be paid by the Bank.

Applicants’ Legal Analysis

1. Section 17(a) of the Act provides

that it is unlawful for any affiliated

person of a registered investment

company, or any affiliated person of

such person, knowingly (a) to sell any
60538 Federal Register / Vol. 62, No. 217 / Monday, November 10, 1997 / Notices

security or other property to such

registered company, or (b) to purchase

from such registered company any

security or other property. Section

2(a)(3) of the Act defines the term

‘‘affiliated person’’ of another person to

include: (a) Any person owning,

controlling or holding with power to

vote, 5% or more of the outstanding

voting securities of such other person;

(b) any person 5% or more of whose

outstanding voting securities are

directly or indirectly owned, controlled,

or held with power to vote, by such

other person; (c) any person controlling,

controlled by, or under common control

with, such other person; and (d) if such

other person is an investment company,

any investment adviser thereof.

2. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from section 17(a) of the Act if evidence

establishes that (a) the terms of the

proposed transaction, including the

consideration to be paid, are reasonable

and fair and do not involve

overreaching on the part of any person

concerned; (b) the proposed transaction

is consistent with the policy of each

registered investment company

concerned; and (c) the proposed

transaction is consistent with the

general purposes of the Act.

3. Section 6(c) provides that the SEC

may exempt any person or transaction

from any provision of the Act or any

rule under the Act to the extent that

such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

4. Some of the CTF Conversions may

be deemed to be subject to the

prohibitions of section 17(a) of the Act

because the Bank may have legal title to

the assets of the CTF and therefore may

be viewed as acting as a principal in the

CTF Conversions. In addition, the

Affiliated Plan is a participant in the

Equity Growth Fund conversion. Certain

CTF Conversions also involve Funds in

which the Bank, as fiduciary for its trust

and employee pension plan customers,

may own of record or control or hold for

such customers with power to vote 5%

of a particular Fund’s outstanding

voting securities (‘‘Affiliated Funds’’).

Accordingly, applicants request an

order from the SEC pursuant to sections

6(c) and 17(b) of the Act exempting the

CTF Conversions from section 17(b) of

the Act on the terms and subject to the

conditions set forth in the application.

5. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a) of

the Act mergers, consolidations, or

purchases or sales of substantially all of

the assets of registered investment

companies that are affiliated persons, or

affiliated persons of an affiliated person,

solely by reason of having a common

investment adviser, common directors,

and/or common officers, provided that

certain conditions are satisfied. The

Fund Reorganizations and

Consolidations may not be exempt from

the prohibitions of section 17(a) by

reason of rule 17a–8 because the

Affiliated Funds may be an affiliated

person of the Bank. The Bank or its

affiliated persons are investment

advisers to the Delaware Trusts. The

Affiliated Funds, therefore, may each be

an affiliated person of an affiliated

person of the Delaware Trusts and, as

such, be prohibited by section 17(a)(1)

of the Act from selling any security or

other property to the Delaware Trusts.

As a consequence, the Fund

Reorganizations may not meet the

requirements of rule 17a–8. For this

reason, applicants request an order from

the SEC under section 17(b) of the Act

exempting applicants from section 17(a)

of the Act to the extent necessary to

complete the Fund Reorganizations and

Consolidations.

6. Applicants submit that the CTF

Conversions satisfy the requirements of

sections 6(c) and 17(b) of the Act and

that the Reorganizations and

Consolidations satisfy the requirements

of section 17(b) of the Act. Applicants

assert that the transactions are in the

best interests of the CTFs, Funds, and

Delaware Trusts. In approving of or

consenting to the transactions, the CTF

fiduciaries and the Boards considered

that the interests of shareholders will

not be diluted; that the registered

investment companies’ investment

objectives and policies are generally

substantially identical in the Fund

Reorganizations and Consolidations and

comparable in the CTF Conversions;

that the conditions and policies of rule

17a–7 and rule 17a–8 under the Act will

be followed; that no overreaching by

any affiliated person is occurring; and

that the in-kind transfers of securities

avoid the costs of selling securities by

the Acquired Funds and the CTFs and

purchasing the same or similar

securities by the Acquiring Series of the

Delaware Trusts. Applicants also submit

that the CTF Conversions meet the

section 6(c) standards for relief as

necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the policies and

provisions of the Act.

Applicants’ Conditions

1. The proposed CTF Conversions

will not occur unless and until: (a) The

boards of the Delaware Trusts and of the

Funds (including a majority of their

disinterested directors/trustees) and the

Committee, Second Fiduciary, or the

Bank, as the case may be, find that the

CTF Conversions are in the best

interests of the Delaware Trusts, Funds,

and participants in the CTF,

respectively, and (b) the boards of the

Delaware Trusts and of the Funds

(including a majority of their

disinterested directors/trustees) find

that the interests of the existing

shareholders will not be diluted as a

result of the proposed transfers. These

determinations and the basis upon

which they are made will be recorded

fully in the records of the Delaware

Trusts and the Funds.

2. In order to comply with the policies

underlying rule 17a–8, any CTF

Conversion will have to be approved by

the board of the Delaware Trust or Fund

and any CTF’s Committee, Secondary

Fiduciary, or the Bank, as appropriate,

who would be required to find that the

interests of beneficial owners would not

be diluted.

3. The proposed transaction will

comply with the terms of rule 17a–7(b)

through (f).

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29601 Filed 11–7–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22873; 812–10848]

Travelers Group Inc., et al.; Notice of

Application

November 3, 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: Applicants

seek an order to permit the

implementation, without shareholder

approval, of new investment advisory

agreements between Salomon Brothers

Asset Management Inc (‘‘SBAM’’),

Salomon Brothers Asset Management

Limited (‘‘SBAM Ltd’’), Salomon

Brothers Asset Management Asia Pacific

(‘‘SBAM AP’’) (collectively, the

‘‘Advisers’’) and various registered

investment companies (‘‘Investment