77050 Federal Register / Vol. 65, No. 237 / Friday, December 8, 2000 / Notices

1The term ‘‘successor’’ is limited to entities that

result from a reorganization into another

jurisdiction or a change in the type of business

organization or other type of restructuring within

the group of entities controlled by Bank of America

Corporation.

2These investments will not include shares of

any registered investment companies that are not in

the same group of investment companies as the

Companies.

3All existing investment companies that

currently intend to rely on the order are named as

applicants. Any registered open-end management

investment company that may rely on the order in

the future will do so only in accordance with the

terms and conditions of the application.

2001 (‘‘Operations Date’’). The

transmission assets that MGE plans to

transfer to Transco comprise (i)

transmission lines (including towers,

poles, and conductors); (ii) transformers

providing transformation within the

bulk transmission system and between

the bulk and area transmission systems;

and (iii) substations that solely provide

a transmission function. For purposes of

establishing relative shares, the

transferred transmission assets will be

valued at their contribution value

(‘‘Contribution Value’’), which is

defined as original cost less

accumulated depreciation, as adjusted

on a dollar-for-dollar basis for deferred

taxes, excess deferred taxes and deferred

investment credits. Transco is expected

to transfer operational control of its

assets to the Midwest Independent

System Operator by November 1, 2001.

Corporate Manager will manage

Transco and will also initially hold a

small portion, less than 1%, of

Transco’s membership interests. It will

employ all personnel necessary to

operate Transco and all of its expenses

will be treated as Transco expenses.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–31272 Filed 12–7–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24781; 812–12150]

Nations Fund Trust, et al.; Notice of

Application

December 1, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application under

section 12(d)(1)(J) of the Investment

Company Act of 1940 (the ‘‘Act’’) for an

exemption from section 12(d)(1)(G)(i)(II)

of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit funds of

funds relying on section 12(d)(1)(G) of

the Act to invest in certain securities

and other financial instruments.

APPLICANTS: Nations Fund Trust

(‘‘NFT’’), Nations Fund, Inc. (‘‘NFI’’),

Nations Reserves (‘‘NR’’), Nations Funds

Trust (‘‘NFST’’), Nations Annuity Trust

(‘‘NAT’’) and Nations Master Investment

Trust (‘‘NMIT’’) (individually, a

‘‘Company’’ and collectively, the

‘‘Companies’’), and Banc of America

Advisors, Inc. (together with any

successor, ‘‘BAAI’’).1

FILING DATES: The application was filed

on June 27, 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 December 26, 2000, 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

Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609; Applicants, c/o Robert B.

Carroll, Esq., Bank of America

Corporation, One Bank Of America

Plaza, NC1–002–33–31, 101 South

Tryon Street, Charlotte, NC 28255.

FOR FURTHER INFORMATION CONTACT:

Jean. E. Minarick, Senior Counsel, at

(202) 942–0527, or Christine Y.

Greenless, 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

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

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

Applicant’s Representation

1. The Companies are all members of

the Nations Funds, a family of funds

currently including more than seventy

funds. Each Company is an open-end

management investment company

registered under the Act and is

organized as a Massachusetts or

Delaware business trust, or a Maryland

corporation. BAAI serves as the

investment adviser to each Fund (as

defined below), except the Funds which

are ‘‘feeder’’ funds that invest all of their

assets in the portfolios of NMIT and

have no direct investment advisory

arrangement. Nations Equity Income

Fund is a series of NFI. Nations Equity

Income Fund seeks to provide current

income and growth of capital by

investing in companies with aboveaverage dividend yields. Nations

Convertible Securities Fund is a series

of NR. Nations Convertible Securities

Fund seeks to provide investors with a

total investment return, comprised of

current income and capital

appreciation, consistent with prudent

investment risk.

2. Nations Equity Income Fund will

invest in shares of Nations Convertible

Securities Fund, and will invest directly

in certain debt and equity securities or

other financial instruments (‘‘Other

Securities’’).2 Applicants request that

the relief also apply to (a) any existing

or future registered open-end

management investment company

advised by BAAI, or any entity

controlling, controlled by, or under

common control with BAAI (also a

‘‘Company’’), and (b) any existing of

future series of any Company advised by

BAAI, or any entity controlling,

controlled by, or under common control

with BAAI (individually, a ‘‘Fund’’ and

collectively, the ‘‘Funds’’) that is a

series of, or part of the same ‘‘group of

investment companies’’ (as defined in

Section 12(d)(1)(G)(ii) of the Act) as

NFT, NFI, NR, NFST, NAT and NMIT

(any such Company or Fund that invests

in an Underlying Fund (as defined

below) is an ‘‘Upper Tier Fund’’). Any

registered open-end management

investment company (or series thereof)

or registered unit investment trust

whose shares are purchased by an

Upper Tier Fund and which is part of

the same group of investment

companies, as defined in section

12(d)(1)(G)(ii) of the Act, as the Upper

Tier Fund is an ‘‘Underlying Fund.’’ 3

3. Applicants state that BAAI may,

but is not required to, reduce or waive

advisory fees relating to an Upper Tier

Fund’s investment in shares of an

Underlying Fund. Applicants further

state that Nations Equity Income Fund

intends to invest only in Primary A

Shares of the Nations Convertible

Securities Fund, which are not subject

to front-end or contingent deferred sales

Federal Register / Vol. 65, No. 237 / Friday, December 8, 2000 / Notices 77051

charges, distribution fees, or

shareholder servicing fees.

Applicant’s Legal Analysis

1. Section 12(d)(1)(A) of the Act

provides that no registered investment

company (‘‘acquiring company’’) may

acquire securities of another investment

company (‘‘acquired company’’) if such

securities represent more that 3% of the

acquired company’s outstanding voting

stock or more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

other investment companies, represent

more than 10% of the acquiring

company’s total assets. Section

12(d)(1)(B) of the Act provides that no

registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 12(d)(1)(G) of the Act

provides that section 12(d)(1) will not

apply to securities of an acquired

company purchased by an acquiring

company if: (a) The acquiring company

and the acquired company are part of

the same group of investment

companies; (b) the acquiring company

holds only securities of acquired

companies that are part of the same

group of investment companies,

government securities, and short-term

paper; (c) the aggregate sales loads and

distribution-related fees of the acquiring

company and the acquired company are

not excessive under rules adopted

pursuant to section 22(b) or section

22(c) of the Act by a securities

association registered under section 15A

of the Securities Exchange Act of 1934

or by the Commission; and (d) the

acquired company has a policy that

prohibits it from acquiring securities of

registered open-end management

investment companies or registered unit

investment trusts in reliance on section

12(d)(1)(F) or (G). Applicants state that

the proposed arrangement would

comply with the provisions of section

12(d)(1)(G), but for the fact that an

Upper Tier Fund’s investments will

include shares of one or more

Underlying Funds as well as Other

Securities.

3. Section 12(d)(1)(J) of the Act

provides that the Commission may

exempt persons or transactions from any

provision of section 12(d)(1) if, and to

the extent that, the exemption is

consistent with the public interest and

the protection of investors. Applicants

request an order under section

12(d)(1)(J) exempting them from section

12(d)(1)(G)(i)(II). Applicants assert that

permitting the Upper Tier Funds to

invest in the Underlying Funds and

Other Securities as described in the

application would not raise any of the

concerns that the requirements of

section 12(d)(1)(G) were designed to

address.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Before approving any advisory

contract under section 15 of the Act, the

board of directors of NFI (on behalf of

Nations Equity Income Fund) or any

other Company (on behalf of another

Upper Tier Fund), including a majority

of the independent directors who are

not ‘‘interested persons,’’ as defined in

section 2(a)(19) of the Act, will find that

advisory fees, if any, charged under the

contract are based on services provided

that are in addition to, rather than

duplicative of, services provided

pursuant to any Underlying Fund’s

advisory contract; provided, however,

that no such finding will be necessary

if: (a) The Upper Tier Fund pays no

advisory fee on assets invested in an

Underlying Fund; or (b) the Upper Tier

Fund pays an advisory fee on asserts

invested in an Underlying Fund and

either (i) the Underlying Fund pays no

advisory fee, or (ii) the advisory fee paid

by the Upper Tier Fund is reduced by

the proportional amount of the advisory

fee paid by the Underlying Funds with

respect to the shares held by the Upper

Tier Fund. If a finding is necessary, the

finding, and the basis upon which the

finding was made, will be recorded fully

in the minute books of NFI or other

relevant Company (on behalf of another

Upper Tier Fund).

2. Applicants will comply with all

provisions of section 12(d)(1)(G), except

for section 12(d)(1)(G)(i)(II) to the extent

that it restricts Nations Equity Income

Fund or any Upper Tier Fund from

investing in Other Securities as

described in the application.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–31274 Filed 12–7–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–24780; 812–12316]

Vision Group of Funds, et al.; Notice of

Application

December 1, 2000.

AGENCY: Securities and Exchange

Commission (the ‘‘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 the proposed

reorganizations of eleven series (the

‘‘Acquired Funds’’) of Governor Funds

with and into eleven series of Vision

Group of Funds (‘‘Vision Funds’’) (the

‘‘Acquiring Funds,’’ and together with

the Acquired Funds, the ‘‘Funds’’).

Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

APPLICANTS: Vision Funds, Governor

Funds, Manufacturers and Traders Trust

Company (‘‘M&T Bank’’), Governor

Funds, and Martindale Andres &

Company LLC (‘‘Martindale’’).

FILING DATES: The application was filed

on November 3, 2000. Applicants have

agreed to file an amendment to the

application 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 copies of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on December 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 may request

notification of a hearing by writing to

the SEC’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 5th Street,

NW., Washington, DC 20549–0609.

Applicants, c/o Victor R. Siclari, Esq.,

Federated Services Company, Federated

Investors Tower—12th Floor,

Pittsburgh, Pennsylvania 15222–3779.

FOR FURTHER INFORMATION CONTACT:

Karen L. Goldstein, Senior Counsel, at

(202) 942–0646, or Christine Y.

Greenlees, Branch Chief, at (202) 942–