Federal Register / Vol. 65, No. 218 / Thursday, November 9, 2000 / Notices 67435

(1) 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;

(2) The proposed transaction is

consistent with the policy of each

registered investment company

concerned, as recited in its registration

statement and records filed under the

Act; and

(3) The proposed transaction is

consistent with the general purposes of

the Act.

21. Rule 17a–7 under the Act exempts

from the prohibitions of Section 17(a),

subject to certain enumerated

conditions, a purchase or sale

transaction between registered

investment companies or separate series

or registered investment companies,

which are affiliated persons, or affiliated

persons of affiliated persons, of each

other, between separate series of a

registered investment company, or

between a registered investment

company or a separate series of a

registered investment company and a

person which is an affiliated person of

such registered investment company (or

affiliated person of such person) solely

by reason of having a common

investment adviser or investment

advisers which are affiliated persons of

each other, common directors, and/or

common officers. The Applicants state

that NLIC, MSF, and SVPT (as well as

the Portfolios and Funds of MSF and

SVPT) cannot, however, rely on Rule

17a–7 in connection with their

participation as principals in the

proposed MSF/SVPT substitutions

because they would not necessarily be

affiliated persons of each other solely by

reason of having a common investment

adviser or affiliated investment advisers,

common directors, and/or common

officers. Moreover, one of the conditions

enumerated in the rule is that the

transaction be a purchase or a sale for

no consideration other than cash

payment against prompt delivery of a

security for which market quotations are

readily available. The Applicants state

that the proposed purchase of SVPT

shares with MSF investment securities,

however, entails the purchase and sale

of securities for securities (albeit ones

for which market quotations are readily

available).

22. Applicants submit that the terms

of the proposed substitutions by NLIC,

including the consideration to be paid

and received, as described in this

application, are reasonable and fair and

do not involve overreaching on the part

of any person concerned. Applicants

also submit that the proposed

substitutions by NLIC are consistent

with the policies of: (1) MSF and of its

Growth Portfolio, Sentinel Growth

Portfolio, Aggressive Growth Portfolio

and Money Market Portfolio; and (2)

SVPT and its Common Stock Fund, Mid

Cap Growth Fund, Small Company

Fund and Money Market Fund, as

recited in the current registration

statements and reports filed by each

under the Act. Finally, Applicants

submit that the proposed substitutions

are consistent with the general purposes

of the Act.

Conclusion

Applicants assert that, for the reasons

stated above, the registered order

approving the substitutions and

exempting in-kind redemptions should

be granted.

For the Commission, by Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–28794 Filed 11–8–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meeting; Agency

Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will hold the following meeting during

the week of November 13, 2000.

An open meeting will be held on

Wednesday, November 15, 2000 at 10

a.m. in Room 6600.

The subject matter of the open

meeting scheduled for Wednesday,

November 15, 2000 will be:

The Commission will consider

adopting rule amendments to its auditor

independence requirements. The rule

amendments are intended to modernize

the Commission’s regulations regarding:

(1) Investments by auditors and

members of their families;

(2) Auditors’ employment

relationship; and

(3) The scope of services provided by

audit firms to their audit clients.

In addition, the rules would require

companies to disclose in their annual

proxy statements certain information

about non-audit services provided by

their auditors during the last fiscal year.

For further information, contact: John

Morrissey, or Sam Burke, Office of the

Chief Accountant at (202) 942–4400.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact the Office

of the Secretary at (202) 942–7070.

Dated: November 6, 2000.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–28873 Filed 11–6–00; 4:28 pm]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will consider two additional agenda

items during the open meeting on

Wednesday, November 15, 2000 at 10:00

a.m. Additionally, notice is hereby

given that this meeting will be held in

Room 1C30, the William O. Douglas

Room, not Room 6600 as previously

announced.

The subject matters of the additional

agenda items will be:

(1) The Commission will consider

adopting two rules that would require

greater disclosure of order execution

and order routing practices by market

centers and brokers.

For further information, contact: Susie

Cho, Division of Market Regulation at

(202) 942–0748; and

(2) Consideration will be given to

adopting rules regarding the quotation

obligations of options exchanges and

market makers, and disclosure by

broker-dealers of executions of customer

options orders at prices inferior to the

best available quote.

For further information contact:

Heather Traeger, Division of Market

Regulation at (202) 942–0763.

At times, changes in Commission

priorities require alternations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact: The Office

of the Secretary at (202) 942–7070.

Dated: November 7, 2000.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–29010 Filed 11–7–00; 4:00 pm]

BILLING CODE 8010–01–M