Federal Register / Vol. 65, No. 197 / Wednesday, October 11, 2000 / Notices 60489

1As of June 30, 2000, the Affiliated Investors

owned 11.27% of the GE Funds International

Equity Fund, 7.25% of the GE Funds U.S. Equity

Fund, 8.87% of the GE Funds Strategic Investment

Fund, and 5.02% of the GE Funds Fixed Income

Fund.

2The Redeeming Series will rely on and adhere

to all of the conditions enumerated in the no-action

letter issued by SEC staff to Signature Financial

Group, Inc. (publicly available Dec. 28, 1999) in

connection with the redemptions in-kind of the

Affiliated Investors’ shares in the Redeeming Series.

3The Affiliated Investors will purchase shares of

the following Fund Series with the proceeds of their

redemptions: GE Institutional International Equity

Fund, GE Institutional U.S. Equity Fund, GE

Institutional Strategic Investment Fund and GE

Institutional Fixed Income Fund.

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 Fifth

Street, NW., Washington, DC 20549–

0102 (tel: 202–942–8090).

Applicants’ Representations

1. The Fund is an open-end

management investment company

organized under the laws of the State of

Delaware in 1997 and registered under

the Act. The Fund consists of 17 series

and is designed primarily for

institutional investors.

2. GEAM is an investment adviser

registered under the Investment

Advisers Act of 1940 and serves as the

investment adviser to the Fund. GEAM

is a direct wholly-owned subsidiary of

General Electric Company (‘‘GE’’).

3. GE Capital Asset Maintenance Plan

Master Trust and Asset Management

Plan for GE Affiliated Companies (the

‘‘Affiliated Investors’’) are qualified

retirement plans and trusts maintained

by GE and its affiliates. The Affiliated

Investors currently own more than 5%

of certain series of GE Funds

(‘‘Redeeming Series’’), an open-end

management investment company

organized under the laws of the

Commonwealth of Massachusetts in

1992 and registered under the Act.1 GE

Funds offers shares primarily to retail

and smaller institutional investors who

generally do not meet the requirements

for investment in the Fund. The

Affiliated Investors first invested in GE

Funds in 1995.

4. Applicants propose that the

Affiliated Investors redeem in-kind all

of their shares of the Redeeming Series

and immediately invest all the proceeds

of the redemptions in corresponding

series of the Fund (‘‘Fund Series’’) with

substantively the same investment

objectives and strategies as the

Redeeming Series (the ‘‘Purchase’’).2

The Purchase will occur as soon as

practicable after the relief requested in

the application is granted or on

November 1, 2000, whichever is later.3

The securities to be delivered to the

Fund in connection with the Purchase

will be valued in the same manner as

they would be valued for purposes of

computing the net asset value for the

Fund Series. The Affiliated Investors

have determined to redeem their

interests in the Redeeming Funds and

invest in the corresponding Fund Series

to benefit from the lower fund operating

expenses of the Fund Series. Applicants

state that, since the Affiliated Investors

are pension plans, it is expected that

they will be long-term investors in the

Fund.

Applicants’ Legal Analysis

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

pertinent part, prohibits an affiliated

person of a registered investment

company, or any affiliated person of

such person, acting as principal, from

selling to or purchasing from such

registered investment company, any

security or other property.

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

an ‘‘affiliated person’’ of another person

to include any person directly or

indirectly controlling, controlled by, or

under common control with, such other

person, and if the other person is an

investment company, any investment

adviser of the company. Applicants

state that the Affiliated Investors may be

deemed to be controlled by or under

common control with the Fund’s

investment adviser by virtue of being a

pension plan sponsored by GE or a GEaffiliated entity. The Affiliated

Investors, therefore, are affiliated

persons of the Fund, and the Purchase

may be prohibited by section 17(a) of

the Act.

3. Section 17(b) of the Act provides

that the SEC shall exempt a transaction

from the restrictions of section 17(a) if

evidence establishes that 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, as recited in its registration

statement and reports filed under the

Act; and the proposed transaction is

consistent with the general purposes of

the Act.

4. Applicants submit that the terms of

the Purchase satisfy the standards set

forth in section 17(b). Applicants state

that Fund’s board of trustees (‘‘Board’’),

including all of the non-interested

trustees, has determined that the

Purchase is in the best interests of the

shareholders of the Fund Series.

Applicants also state that the Purchase

will comply with rule 17a–7(c) and (d)

of the Act and the conditions set forth

below.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief will be

subject to the following conditions:

1. The securities to be transferred to

the Fund Series in the Purchase will be

valued in the same manner as they

would be valued for purposes of

computing the Fund Series’ net asset

values.

2. At the next regular meeting

following the Purchase, the Board,

including a majority of the disinterested

trustee, will determine (a) whether the

securities transferred in the Purchase

were valued in accordance with

condition 1; and (b) whether the

acquisition of the securities was

consistent with the policies of the Fund

Series as reflected in their registration

statements and reports filed under the

Act.

3. The Fund will maintain and

preserve for a period of not less than six

years from the end of the fiscal year in

which the Purchase occurs, the first two

years in an easily accessible place, a

written record of the Purchase setting

forth a description of each security

transferred, the terms of the transfer,

and the information or materials upon

which the determinations required by

condition 2 were made.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–26033 Filed 10–10–00; 8:45 am]

BILLING CODE 8010–11–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel No. IC–24675; 812–12176]

Scudder Pathway Series, et al; Notice

of Application

October 3, 2000.

AGENCY: Securities and Exchange

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

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: Applicants

request an order to permit Scudder

Income Fund (‘‘Income’’), a series of

Scudder Portfolio Trust (the ‘‘Trust’’), to

acquire substantially all of the assets

and all of the liabilities of Scudder

Corporate Bond Fund (‘‘Corporate

Bond’’), also a series of the Trust (the

‘‘Reorganization’’). Because of certain

60490 Federal Register / Vol. 65, No. 197 / Wednesday, October 11, 2000 / Notices

1Scrudder Global Fund, Inc., Investment

Company Act Rels. No. 222104 (July 26, 1996)

(notice) and 22168 (August 23, 1996) (order).

affiliations, applicants may not rely on

rule 17a–8 under the Act.

Applicants: Scudder Pathway Series

(‘‘Pathway’’), the Trust, and Scudder

Kemper Investments, Inc. (‘‘Scudder

Kemper’’).

Filing Dates: The application was

filed on July 21, 2000 and amended on

October 2, 2000.

Hearing or Notification of Hearing: An

order granting the requested relief 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

October 26, 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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549–

0609. Applicants, Two International

Place, Boston, Massachusetts, 02110.

FOR FURTHER INFORMATION CONTACT: Julia

H. Kim, Senior Counsel, at (202) 942–

0528, or Janet M. Grossnickle, 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, NW., Washington, DC 20549–

0102 (tel. 202–942–8090).

Applicants’ Representation

1. The Trust, a Massachusetts

business trust, is registered under the

Act as an open-end management

investment company and currently

offers four series. Corporate Bond and

Income (each a ‘‘Fund,’’ and together,

the ‘‘Funds’’) are two of the four series

of the Trust. Pathway, a Massachusetts

business trust registered under the Act

as an open-end management investment

company, has three series, each of

which operates as a fund of funds

pursuant to an order from the SEC.1 One

series offered by pathway, the Balanced

Portfolio, owns more than 5% of the

outstanding voting shares of each of

Corporate Bond and Income. Scudder

Kemper, a Delaware corporation, is

registered as an investment adviser

under the Investment Advisers Act of

1940, and serves as the investment

adviser to the Funds and Pathway.

2. On February 7, 2000, the board of

trustees of the Trust (the ‘‘Board’’),

including the trustees who are not

‘‘interested persons,’’) as defined in

section 2(a)(19) of the Act

(‘‘Independent Trustees’’), unanimously

approved an agreement and plan of

reorganization (the ‘‘Plan’’) between the

Funds. Under the Plan, Income will

acquire all or substantially all of the

assets and all of the liabilities of

Corporate Bond, in exchange for Class S

shares of Income (the ‘‘Reorganization’’).

The shareholders of Corporate Bond

will receive Class S shares of Income

having an aggregate net asset value

equal to the aggregate net asset value of

Corporate Bond shares held by the

shareholders, as determined at the close

of business on the business day

immediately preceding the day of the

closing of the Reorganization (‘‘Closing

Date’’). The value of the assets of the

Funds will be determined in accordance

with the valuation procedures described

in each Fund’s then-current prospectus

and statement of additional information.

Corporate Bond will distribute Class S

shares of Income, pro rata, to Corporate

Bond’s shareholders and will liquidate.

The Closing Date is expected to be at the

end of October.

3. Applicants state that the

investment objectives and policies of

Income and Corporate Bond are

substantially similar and that both have

identical investment restrictions. No

sales charges will be imposed on

Corporate Bond shareholders in

connection with the Reorganization.

4. The Board, including the

Independent Trustees, determined that

the Reorganization is in the best

interests of each Fund and its

shareholders, and that the interests of

the existing shareholders of each Fund

would not be diluted by the

Reorganization. In assessing the

Reorganization, the Board considers

various factors, including: (a) The fee

and expense ratios of the Funds; (b) the

terms and conditions of the

Reorganization; (c) compatibility of each

Fund’s investment objectives, policies,

and restrictions; (d) Scudder Kemper’s

agreement to provide administrative

services at a fixed rate for an initial

three-year term; (e) the services

available to the shareholders of the

Funds; (f) the costs of the

Reorganization; (g) the prospects for

Income to attract additional assets; (h)

the tax consequences of the

Reorganization; and (i) the investment

performances of the Funds. Scudder

Kemper will bear Corporate Bond’s

costs associated with the

Reorganization. Income will bear up to

$450,559 for its share of Reorganization

costs, with Scudder Kemper paying any

Reorganization costs allocated to

Income in excess of $450,559.

5. The Reorganization is subject to a

number of conditions, including that: (a)

The Plan is approved by the

shareholders of Corporate Bond; (b) the

Funds receive an opinion of counsel

that all regulatory consents,

authorizations, approvals or filings have

been obtained or made; (c) all consents

of other parties have been obtained; (d)

that all representations and warranties

of the Trust on behalf of each Fund in

the Plan be true and correct in all

material respects; (e) Income adopt a

new investment management agreement

and enter into an administrative

services agreement with Scudder

Kemper, each in a form reasonably

satisfactory to Corporate Bond; and (f)

the Funds receive an opinion from

counsel that the Reorganization will be

tax-free. Either Fund may terminate the

Plan upon a material breach of the Plan

by the other or if any condition set forth

in the Plan has not been fulfilled or

waived by the party entitled to its

benefits. Applicants agree not to make

any material changes to the Plan

without prior Commission approval.

6. A registration statement on Form

N–14 containing a combined

prospectus/proxy statement was filed

with the Commission on March 3, 2000

and became effective on April 7, 2000.

Proxy solicitation materials were mailed

to Corporate Bond shareholders on or

about April 18, 2000, and definitive

proxy materials were filed with the

Commission on April 25, 2000. The

shareholders of Corporate Bond

approved the Plan at a special meeting

held on July 13, 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 that person, acting as

principal, from selling any security to,

or purchase any security from, that

company. Section 2(a)(3) of 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 outstanding voting

securities are directly owned a

connelled 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

Federal Register / Vol. 65, No. 197 / Wednesday, October 11, 2000 / Notices 60491

person; and (d) if the other person is an

investment company, any investment

adviser of that company.

2. Rule 17a–8 under the Act generally

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, 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 set forth in the rule

are satisfied. Applicants believe that

they may not be able to rely on rule

17a–8 in connection with the

Reorganization because the Funds may

be deemed to be affiliated by reasons

other than those set forth in the rule.

Applicants state that the Balanced

Portfolio of Pathway owns more than

5% of the outstanding voting securities

of each of the Funds and did not use

mirror or pass-through voting when it

voted its Corporate Bond shares in favor

of the Reorganization.

3. Section 17(b) of the Act provides,

in relevant part, 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 or received, 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.

4. Applicants request an order under

section 17(b) of the Act exempting them

from section 17(a) to the extent

necessary to consummate the

Reorganization. Applicants submit that

the Reorganization satisfies the

standards of section 17(b) of the Act.

Applicants also state that the Board,

including the Independent Trustees,

determined that the participation of

each Fund in the Reorganization is in

the best interests of each Fund and its

shareholders and that such participation

will not dilute the interests of

shareholders of each Fund. Applicants

further state that the terms of the

Reorganization are fair and reasonable

and do not involve overreaching. Ina

ddition, applicanats state that the

Reorganization will be based on the

Funds’ relative net asset values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–26034 Filed 10–10–00; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Announcement of SBA Export

Express—a New Pilot Loan Guaranty

Program for Exporters

Department of Commerce statistics

indicate that small businesses with

fewer than 20 employees represent

approximately 65 percent of all

exporters in the U.S. The SBA

recognizes that many of these exporters

have financing needs that are too small

to be met profitably by traditional

lending sources. SBA is mandated

under the Small Business Act to

increase the access of small businesses

to capital for the purpose of fostering

international trade. To that end, the

Agency has developed a pilot loan

guaranty program called SBA Export

Express. This pilot will streamline the

processing of small export loans by

allowing a lender to use its own

documents based on its use of

established and proven credit review

and analysis procedures for loans of

similar size and type. SBA Export

Express is a sub-program of

SBAExpress, conforming to its already

established policies and procedures. Its

difference from SBAExpress lies in its

exclusive focus on existing and

potential small business exporters.

To be eligible for this pilot loan

guaranty program, an applicant must

demonstrate that loan proceeds will

enable their company to enter a new

export market or expand an existing

export market. To fulfill this

requirement, a business plan must be

submitted to the lender with

information provided to establish a

reasonable likelihood of expanded

export sales. In addition, applicants

must have been in operation, though not

necessarily in exporting, for at least 12

months.

SBA Export Express proceeds are to

be used by small businesses to develop

or expand their export markets. SBA

Export Express proceeds may be used to

finance: standby letters of credit that are

used as bid or performance bonds;

revolving lines of credit for export

purposes; term loans; and other

financing to enable small business

concerns, including small business

export trading companies and export

management companies, to develop

foreign markets. Proceeds may also be

used for the acquisition, construction,

renovation, modernization,

improvement or expansion of

productive facilities or equipment to be

used in the United States in the

production of goods or services

involved in international trade.

To encourage participating lenders to

address more aggressively the needs of

small business exporters, SBA’s percent

of loan guaranty under SBAExpress will

be the same as that for the regular 7(a)

loans, or currently 75 percent (80

percent if the loan amount is $100,000

or less). The maximum loan amount

eligible for SBA Export Express will be

$150,000.

Recognizing that technical assistance

can be crucial to the success of small

business exporters, the SBA Export

Express program requires a technical

assistance component, delivered

through the SBA personnel at U.S.

Export Assistance Centers (USEACs).

This assistance may include training

offered by: the Export Trade Assistance

Partnership (ETAP) Program;

International Trade Centers (located at

Small Business Development Centers);

Service Corps of Retired Executives;

District Export Councils; or the Export

Legal Assistance Network (E-LAN).

Participation in the SBA Export

Express program will be granted to any

lender that has been approved for

participation in SBAExpress. SBA

Export Express will adopt the

abbreviated SBAExpress loan

application, which will be submitted to

the Agency’s centralized processing

center in Sacramento. The processing

center will determine the borrower’s

eligibility and issue a SBA loan number.

FOR FURTHER INFORMATION CONTACT: Paul

Kirwin of SBA at 202–205–7261.

Dated: July 17, 2000.

Jeanne Sclater,

Associate Deputy Administrator for Capital

Access.

[FR Doc. 00–25992 Filed 10–10–00; 8:45 am]

BILLING CODE 8025–01–P

SOCIAL SECURITY ADMINISTRATION

Agency Information Collection

Activities: Proposed Request and

Comment Request

In compliance with Public Law 104–

13, the Paperwork Reduction Act of

1995, SSA is providing notice of its

information collections that require

submission to the Office of Management

and Budget (OMB). SSA is soliciting

comments on the accuracy of the

agency’s burden estimate; the need for