Federal Register / Vol. 65, No. 186 / Monday, September 25, 2000 / Notices 57631

the individuals. Such information will

be disclosed to the public only if the

PBGC is unable to make benefit

payments to the participants and

beneficiaries because the address it has

does not appear to be current or correct.

12. The name of a participant’s

pension plan, the actual or estimated

amount of a participant’s benefit under

Title IV of ERISA, the form(s) in which

the benefit is payable, and whether the

participant is currently receiving benefit

payments under the plan or (if not) the

earliest date(s) such payments could

commence may be disclosed to the

participant’s spouse, former spouse,

child, or other dependent solely to

obtain a qualified domestic relations

order under 29 U.S.C. 1056(d) and 26

U.S.C. 414(p). The PBGC will disclose

the information only upon the receipt of

a notarized, written request by a

prospective alternate payee that

describes the requester’s relationship to

the participant and states that the

information will be used solely to obtain

a qualified domestic relations order

under state domestic relations law. The

PBGC will notify the participant of any

information disclosed to a prospective

alternate payee under this routine use.

Any person who knowingly and willfully

requests or obtains any record

concerning an individual under false

pretenses is subject to a criminal

penalty under 5 U.S.C. 552a(i)(3).

13. Information from a participant’s

initial determination under 29 CFR

4003.1(b) (excluding the participant’s

address, telephone number, social

security number, and any sensitive

medical information) may be disclosed

to a participant’s spouse, former spouse,

child, or other dependent who is an

alternate payee under a qualified

domestic relations order issued

pursuant to 29 U.S.C. 1056(d) and 26

U.S.C. 414(p) to explain how the PBGC

determined the benefit due the alternate

payee so that the alternate payee can

pursue an administrative appeal of the

benefit determination under 29 CFR

4003.51. The PBGC will notify the

participant of the information disclosed

to an alternate payee under this routine

use. 

General Routine Uses G1 and G4

through G7 (see Prefatory Statement of

General Routine Uses) apply to this

system of records.

DISCLOSURE TO CONSUMER REPORTING

AGENCIES:

Information may be disclosed to a

consumer reporting agency in

accordance with 31 U.S.C. 3711(f) (5

U.S.C. 552a(b)(12)).

POLICIES AND PRACTICES FOR STORING,

RETRIEVING, ACCESSING, RETAINING, AND

DISPOSING OF RECORDS IN THE SYSTEM:

STORAGE:

Records are maintained in paper and

electronic form.

RETRIEVABILITY:

Records are indexed by plan and

participant and/or beneficiary name.

Customer satisfaction survey responses

are aggregated for statistical purposes

after they have been received by the

PBGC and are not retrievable by a

participant or beneficiary’s name or

other assigned identifier.

SAFEGUARDS:

Paper records are kept in file folders

in areas of restricted access that are

locked after office hours. Electronic

records are stored on computer

networks and protected by assigning

user identification numbers to

individuals needing access to the

records and by passwords set by

authorized users that must be changed

periodically.

RETENTION AND DISPOSAL:

Records for plan participants are

transferred to the Washington National

Federal Records Center 6 months after

either the final payment to a participant

and/or beneficiary or the PBGC’s final

determination that a participant or

beneficiary is not entitled to any

benefits and are destroyed 7 years after

such payment or determination.

SYSTEM MANAGER(S) AND ADDRESS:

Director, Insurance Operations

Department, Pension Benefit Guaranty

Corporation, 1200 K Street, NW.,

Washington, DC 20005–4026.

NOTIFICATION PROCEDURE:

Procedures are detailed in the PBGC’s

regulations: 29 CFR part 4902.

RECORD ACCESS PROCEDURES:

Same as notification procedure.

CONTESTING RECORDS PROCEDURE:

Same as notification procedure.

RECORD SOURCE CATEGORIES:

Plan administrators, participants and

beneficiaries, the FAA, the SSA, labor

organization officials, firms or agencies

providing locator services, and USPS

licensees.

EXEMPTIONS CLAIMED FOR THE SYSTEM:

None.

[FR Doc. 00–24527 Filed 9–22–00; 8:45 am]

BILLING CODE 7708–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24645]

First American Investment Funds, Inc.

and U.S. Bank National Association;

Notice of Application

September 19, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an 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: Applicants

request an order to permit a series of a

registered open-end management

investment company to acquire all of

the assets, subject to the liabilities, of

another series of the investment

company. Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

APPLICANTS: First American Investment

Funds, Inc. (‘‘FAIF’’) and U.S. Bank

National Association (‘‘U.S. Bank’’).

FILING DATES: The application was filed

on September 11, 2000. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on October 10, 2000 and

should be accompanied by proof of

service on applicants, in the form of an

affidavit, or, for lawyers, a certificate of

service. Hearing request 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 Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

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

20549–0609; Applicants: c/o Thomas A.

Berreman, Esq., U.S. Bank National

Association, U.S. Bank Place, MPFP

2016, 601 Second Avenue South,

Minneapolis, MN 55402.

FOR FURTHER INFORMATION CONTACT:

Deeptak T. Pai, Senior Counsel, at (202)

942–0574 or Janet M. Grossnickle,

Branch Chief, at (202) 942–0564,

(Division of Investment Management,

Office of Investment Company

Regulation).

57632 Federal Register / Vol. 65, No. 186 / Monday, September 25, 2000 / Notices

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the

Commission’s Public Reference Branch,

450 Fifth Street, N.W., Washington, D.C.

20549–0102 (telephone (202) 942–8090).

Applicants’ Representation

1. FAIF, a Maryland corporation, is

registered under the Act as an open-end

management investment company and

is currently comprised of thirty series,

including the International Index Fund

(the ‘‘Acquired Fund’’) and the

International Fund (the ‘‘Acquiring

Fund’’ and together with the Acquired

Fund, the ‘‘Funds’’).

2. U.S. Bank is the investment adviser

for the Funds. U.S. Bank is a national

banking association and currently is

exempt from registration as an

investment adviser under the

Investment Advisers Act of 1940 (the

‘‘Advisers Act’’). The Acquiring Fund is

subadvised by Marvin & Palmer

Associates, Inc. (the ‘‘Subadviser’’)

which is a registered investment adviser

under the Advisers Act. The Subadviser

is not an affiliated person of U.S. Bank.

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

subsidiary of U.S. Bankcorp, a publiclyowned multistate bank holding

company. U.S. Bank Trust National

Association (‘‘U.S. Bank Trust’’ and

together with U.S. Bank and any entity

controlling, controlled by, or under

common control (within the meaning of

section 2(a)(9) of the Act) with U.S.

Bank, ‘‘U.S. Bancorp Affiliates’’) is also

a wholly-owned subsidiary of U.S.

Bancorp. U.S. Bancorp Affiliates,

directly or through a nominee, are

record holders of more than 5% (and in

the case of the Acquiring Fund, more

than 25%) of the outstanding shares of

each of the Funds, and they hold or

share voting power and/or investment

discretion with respect to a portion of

these shares, or have a funding

obligation to defined benefit plans

which own 25% or more of the

outstanding shares of the Acquired

Fund. The Fund shares held of record

by U.S. Bancorp Affiliates are held for

the benefit of others in a trust, agency,

custodial or other fiduciary or

representative capacity.

4. On May 18, 2000, the board of

directors of FAIf (the ‘‘Board’’),

including all of the directors who are

not ‘‘interested persons’’ as defined in

section 2(a)(19) of the Act

(‘‘Independent Directors’’), unanimously

approved the proposed reorganization of

the Acquired Fund with and into the

Acquiring Fund (the ‘‘Reorganization

Agreement’’ and the transaction, the

‘‘Reorganization’’). The Reorganization

is expected to occur on or about October

13, 2000. The Reorganizaion Agreement

provides for: (a) the transfer of all of the

assets and liabilities of the Acquired

fund to the Acquiring Fund in exchange

for shares of designated classes of the

Acquiring Fund; and (b) the distribution

of these Acquiring Fund shares to the

shareholders of the Acquired Fund in

liquidation of the Acquired Fund. In the

Reorganization, Acquired fund

shareholders will receive Acquiring

Fund shares of the class which

corresponds to that of their class of

Acquired Fund shares, and which have

an aggregate net asset value equal, at the

effective time of the Reorganization (the

‘‘Effective Time’’), to the aggregate net

asset value of their Acquired Fund

shares. As soon as practicable after the

Effective Time, the Acquired Fund will

distribute these shares pro rata to its

share holders of record, determined as

of the Effective Time, and will liquidate.

The value of the assets of the Funds will

be determined in the manner set forth

in the Funds’ then current prospectuses

and statements of additional

information.

5. Applicants state that the

investment objectives, policies, and

restrictions of the Acquired Fund are

similar to those of the Acquiring Fund.

Each of the Funds ha four classes of

shares. The classes of shares of the

Acquiring Fund to be issued in the

Reorganization are subject to the

identical distribution fees and charges

as the Acquired Fund. For purposes of

calculating any contingent deferred

sales charges, the Acquired Fund

shareholders will be deemed to have

held shares of the Acquiring Fund since

the date the shareholders initially

purchased the shares of the Acquired

Fund. No sales charge will be imposed

upon the Acquired Fund shareholders

in connection with the Reorganization.

6. The Board found that the

Reorganization is in the best interests of

each of the Funds and their

shareholders and that the interests of

existing shareholders of the Funds will

not be diluted as a result of the

Reorganization. The Board considered

among other things: (a) The advantages

which may be realized by the Acquired

Fund, consisting of the potential for

enhanced investment performance; (b)

the Reorganization is a way to avoid

significant adverse tax consequences to

the Acquired Fund shareholders in the

event that the defined benefit plans

exchanged acquired Fund shares for

Acquiring Fund shares; (c) the tax-free

nature of the Reorganization; (d) the

terms and conditions of the

Reorganization Agreement; and (e) the

agreement of U.S. Bank to bear the costs

associated with the Reorganization.

7. The Reorganization is subject to a

number of conditions precedent,

including: (a) approval of the

Reorganization Agreement by the

shareholders of the Acquired Fund; (b)

the receipt of an opinion of counsel

with respect to the tax-free nature of the

Reorganization; (c) the receipt of certain

certificates from the parties concerning

the continuing accuracy of the

representations and warranties in the

Reorganization Agreement; (d) the

receipt of exemptive relief from the

Commission; and (e) the parties’

performance in all material respects of

their respective agreements and

undertaking in the Reorganization

Agreement. The Reorganization

Agreement provides that the

Reorganization may be abandoned at

any time prior to the Effective Time

upon the mutual consent of the Funds,

or if determined by the Board that

proceeding with the Reorganization is

inadvisable. Applicants agree not to

make any material changes to the

Reorganization Agreement without prior

approval of the Commission.

8. A registration statement on Form

N–14, containing a combined

prospectus/proxy statement, was filed

with the Commission on July 3, 2000

and was mailed to shareholders of the

Acquired Fund on August 10, 2000. The

Reorganization was approved by the

shareholders on September 15, 2000.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of such a person, acting

as principal, form selling any security

to, or purchasing any security from, the

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

defines an ‘‘affiliated person’’ of another

person to include (a) any person directly

or indirectly owning, controlling, or

holding with power to vote 5% or more

of the outstanding voting securities of

the other person; (b) any person 5% or

more of whose securities are directly or

indirectly owned, controlled, or held

with power to vote by the other person;

(c) any person directly or indirectly

controlling, controlled by, or under

common control with the other person;

and (d) if the other person is an

investment company, any investment

adviser of that company. Applicants

state that the Funds may be deemed

affiliated persons and thus the

Reorganization may be prohibited by

section 17(a).

2. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

Federal Register / Vol. 65, No. 186 / Monday, September 25, 2000 / Notices 57633

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.

3. Applicants state that they may not

rely on rule 17a–8 because the Funds

may be deemed to be affiliated for

reasons other than those set forth in the

rule. U.S. Bancorp Affiliates hold a

record 5% or more of the outstanding

shares of each of the Funds, and hold or

share voting power and/or investment

discretion with respect to a portion of

these shares, or have a funding

obligation to defined benefit plans

which own 5% or more of the

outstanding shares of the Acquired

Fund.

4. Section 17(b) of the Act provides

that the Commission may exempt a

transaction from the provisions of

section 17(a) if the evidence establishes

that 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, and that the

proposed transaction is consistent with

the policy of each registered investment

company concerned and with the

general purposes of the Act.

5. Applicants request an order under

section 17(b) of the Act exempting them

from section 17(a) of the Act to the

extent necessary to permit applicants to

complete the Reorganization.

Applicants submit that the

Reorganization satisfies the standards of

section 17(b) of the Act. Applicants state

that the Board has found that

participation in the Reorganization

Agreement is in the best interests of

each Fund and its shareholders, and

that the interests of the existing

shareholders will not be diluted as a

result of the Reorganization. In addition,

applicants state that the exchange of

Acquired Fund shares for Acquiring

Fund shares will be based on net asset

value.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–24546 Filed 9–22–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24646; 812–10518]

Seasons Series Trust, et al.; Notice of

Application

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940

(‘‘Act’’) for an exemption from sections

12(d)(1)(A) and (B) of the Act and under

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

exemption from section 17(a) of the Act.

SUMMARY OF THE APPLICATION: The order

would permit certain registered unit

investment trusts or open-end

management investment companies to

acquire shares of registered open-end

management investment companies

both within and outside the same group

of investment companies.

APPLICANTS: Seasons Series Trust

(‘‘Seasons’’), Variable Annuity Account

Five (‘‘Account’’), Anchor National Life

Insurance Company (‘‘Anchor’’), First

SunAmerica Life Insurance Company

(‘‘SunAmerica,’’ together with Anchor,

the ‘‘Insurance Companies’’), and

SunAmerica Asset Management Corp.

(‘‘Adviser’’).

FILING DATES: The application was filed

on February 4, 1997, and amended on

September 12, 2000.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the commission’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the Commission by 5:30

p.m. on October 16, 2000, 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 Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609.

APPLICANTS: Seasons, Account, and

Anchor, One SunAmerica Center, Los

Angeles, CA 90067–6022; SunAmerica

and Adviser, the SunAmerica Center,

733 Third Avenue, New York, NY

10017–3204.

FOR FURTHER INFORMATION CONTACT:

Michael W. Mundt, Branch Chief, and

Nadya B. Roytblat, Assistant Director, 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

Commission’s Public Reference Branch,

450 Fifth Street, NW, Washington, DC

20549–0102, (202) 942–8090.

Applicants’ Representations

1. The Account, a unit investment

trust registered under the Act, is a

separate account of Anchor consisting of

sixteen subaccounts. Seasons, an openend management investment company

registered under the Act, serves as a

funding medium for variable annuity

contracts offered through the Account

and currently consists of sixteen series.

Applicants state that the Account and

Seasons are part of the ‘‘same group of

investment companies,’’ as that term is

defined in section 12(d)(1)(G) of the Act

(the ‘‘SunAmerica Group’’). The

Adviser, an investment adviser

registered under the Investment

Advisers Act of 1940, serves as

investment adviser to Seasons and is an

indirect, wholly-owned subsidiary of

Anchor. The Insurance Companies are

indirect, wholly-owned subsidiaries of

American International Group, Inc.

2. Applicants request relief to permit

the Account to invest (a) in series of

Seasons and other registered open-end

management investment companies that

are part of the SunAmerica Group

(‘‘Affiliated Funds’’), and (b) in other

registered open-end management

investment companies that are not part

of the SunAmerican Group

(‘‘Unaffiliated Funds,’’ and together

with the Affiliated Funds, the

‘‘Underlying Funds’’). Applicants

request that the relief also apply to (a)

any future separate account that is

registered under the Act as a unit

investment trust (together with the

Account, each a ‘‘Trust of Funds’’ ) and

is established by the Insurance

Companies or another insurance

Company that is in control of,

controlled by, or under common control

with the Insurance Companies (each, a

‘‘Sponsor’’) and (b) any future separate

account that is registered under the Act

as an open-end management investment

company and is established by the

Insurance Companies or another

insurance company that is in control of,

controlled by, or under common control

with the Insurance Companies, or any

open-end management investment

company registered under the Act that

is not a separate account but is within