Federal Register / Vol. 65, No. 237 / Friday, December 8, 2000 / Notices 77053

1Elfun Trust, Investment Company Act Release

Nos. 22335 (Nov. 14, 1996) (notice) and 22385 (Dec.

10, 1996) (order); Elfun Money Market Fund,

Investment Company Act Release Nos. 17384 (Mar.

16, 1990) (notice) and 17433 (Apr. 13, 1990) (order);

Elfun Trust, Investment Company Act Release Nos.

17039 (June 30, 1998) (notice) and 17082 (July 25,

1989) (order); Elfun Trusts, Investment Company

Act Release Nos. 17038 (June 30, 1989) (notice) and

17083 (July 25, 1989) (order); Elfun Diversified

Fund, Investment Company Act Release Nos. 16146

(Nov. 24, 1978) (notice) and 16186 (Dec. 22, 1987)

(order); Elfun Global Fund, Investment Company

Act Release Nos. 16042 (Oct. 8, 1987) (notice) and

16114 (Nov. 5, 1987) (order); Elfun Income Fund,

Investment Company Act Release Nos. 13485 (Sept.

7, 1983) (notice) and 13612 (Nov. 2, 1983) (order);

General Electric S&S Long Term Interest Fund,

Investment Company Act Release Nos. 10929 (Nov.

6, 1979) (notice) and 10971 (Dec. 4, 1979 (order);

Elfun Trust. Investment Company Act Release Nos.

10375 (Aug. 23, 1978) (notice) and 10414 (Sept. 20,

1978) (order); Elfun Tax-Exempt Income Fund,

Investment Company Act Release Nos. 9839 (July 5,

1977) (notice) and 9879 (Aug. 2, 1977) (order);

General Electric Company, Investment Company

Act Release Nos. 4973 (May 31, 1967) (notice) and

5830 (Sept. 29, 1969) (order); and Executives

Investment Trusts and Elfun Trusts, Investment

Company Act Release No. 584 (Dec. 2, 1943)

(order).

Funds and the projected expenses of

each of the Acquiring Funds; (c) the

terms and conditions of the Plans; and

(d) the anticipated tax consequences of

the Reorganizations for the Funds and

their shareholders. In addition, the

Governor Board considered: (a) The

capabilities, resources, and experience

of M&T Bank and other service

providers; and (b) the shareholder

services offered by Vision Funds.

9. The Reorganizations are subject to

a number of conditions precedent,

including that: (a) The shareholders of

each Acquired Fund will have approved

the Reorganization; (b) the Funds will

have received opinions of counsel

concerning the tax-free nature of each

Reorganization; (c) applicants will have

received from the Commission an

exemption from section 17(a) of the Act

for the Reorganizations, (d) an N–14

Registration Statement relating to each

Reorganization has become effective

with the Commission, and (e) each of

the Acquired Funds and the Vision

Treasury Money Market Fund will

declare and pay on or before the Closing

Date a dividend or dividends, which,

together with all previous dividends,

will have the effect of distributing to its

shareholders substantially all of its net

investment income and realized net

capital gain, if any, for all taxable years

ending on or before the Closing Date.

The Plans may be terminated and the

Reorganizations abandoned at any time

prior to the Closing Date by the mutual

consent of the Governor Board and the

Vision Board. Applicants agree not to

make any material changes to the Plans

without prior approval of the

Commission staff.

10. A registration statement on Form

N–14 with respect to the

Reorganizations, containing a proxy

statement/prospectus, was filed with the

Commission on November 13, 2000 and

was mailed to shareholders of the

Acquired Funds on November 14, 2000.

A shareholders meeting of the Acquired

Funds is scheduled for December 13,

2000.

Applicant’s Legal Analysis

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

part, prohibits an affiliated person of a

registered investment company, or an

affiliated person of such a person, acting

as principal, from selling any security

to, or purchasing any security from, the

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

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.

2. Rule 17a–8 under the Act exempts

certain mergers, consolidations, and

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. Applicants

believe that rule 17a–8 not be available

to exempt the Reorganizations because

the Funds may be deemed to be

affiliated by reasons other than having

a common investment adviser, common

directors/trustees, and/or common

officers. Applicants state that M&T Bank

Affiliates hold of record for the benefit

of others, in trust, agency, custodial or

other fiduciary or representative

capacity, more than 5% (in some cases,

more than 25%) of the total outstanding

shares of certain of the Acquired Funds.

Because of these ownership positions,

each Acquired Fund may be deemed to

be an affiliated person of an affiliated

person of its corresponding Acquiring

Fund.

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 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 complete the

Reorganizations. Applicants submit that

the Reorganizations satisfy the

standards of section 17(b) of the Act.

Applicants state that the terms of the

Reorganizations are reasonable and fair

and do not involve overreaching.

Applicants state that the investment

objectives and policies of each Acquired

Fund are identical, or substantially

similar to, those of its corresponding

Acquiring Fund. Applicants also state

that the Boards, including all of the

Disinterested Trustees, found that the

participation of the Acquired and

Acquiring Funds in the Reorganizations

is in the best interests of each Fund and

its shareholders and that such

participation will not dilute the

interests of the existing shareholders of

each Fund. In addition, applicants state

that the Reorganizations will be on the

basis of 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. 00–31275 Filed 12–7–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC—24782; 813–224]

Elfun Trusts, et al.; Notice of

Application

December 1, 2000.

AGENCY: Securities and Exchange

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

ACTION: Notice of application for an

order under section 6(b) of the

Investment Company Act of 1940 (the

‘‘Act’’).

SUMMARY OF APPLICATION: Applicants

request an order that would amend prior

orders (‘‘Prior Orders’’) 1 to expand the

class of persons eligible to purchase

shares of certain employees’ securities

companies to include certain specified

immediate family members and

grandchildren of eligible employees. In

addition, the order would permit

eligible employees to transfer shares of

77054 Federal Register / Vol. 65, No. 237 / Friday, December 8, 2000 / Notices

the employees’ securities companies to

estate planning vehicles formed for the

benefit of lineal descendants of the

eligible employees.

APPLICANTS: Elfun Trusts, Elfun TaxExempt Income Fund, Elfun Income

Fund, Elfun International Equity Fund,

Elfun Diversified Fund, Elfun Money

Market Fund (collectively, the ‘‘Elfun

Funds’’), and General Electric S&S

Program Mutual Fund and General

Electric S&S Long Term Interest Fund

(collectively, the ‘‘S&S Funds’’).

FILING DATES: The application was filed

on December 22, 1999, and amended on

December 1, 2000.

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

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 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, c/o Alan M. Lewis,

Esq., GE Asset Management

Incorporated, 3003 Summer Street,

Stamford, Connecticut 06905.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Special Counsel, at

(202) 942–0572, or Christine Y.

Greenlees, 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 5th Street,

NW., Washington, DC 20549–0102 (tel.

(202) 942–8090).

Applicants’ Representations

1. Applicants are diversified, openend management investment companies

registered under the Act. Shares of the

Elfun Funds are registered under the

Securities Act of 1933. Each applicant is

organized and operated to meet the

definition of an ‘‘employees’ securities

company’’ within the meaning of

section 2(a)(13) of the Act for the benefit

of employees of General Electric

Company (‘‘GE’’).

2. Pursuant to the Prior Orders, shares

of the Elfun Funds may be purchased

by: (a) members of an honor society of

GE employees (‘‘Elfun Society

Members’’); (b) employees of the Elfun

Funds’ adviser who have been

employed by the adviser for at least one

year (‘‘Adviser Employees’’); (c)

immediate family members of both (a)

and (b) above; (d) trusts whose sole

beneficiaries are individuals in (a)

through (c) above; (e) surviving

unmarried spouses of deceased Elfun

Society members; (f) members of the

board of directors of GE; and (g) GE and

its subsidiaries (persons in (a), (b), and

(f) are ‘‘Elfun Eligible Investors’’).

3. The S&S Funds are part of a

defined contribution profit sharing plan

(the ‘‘Program’’) that is intended to

qualify for favorable tax treatment under

sections 401(a) and 401(k) of the

Internal Revenue Code of 1986, as

amended. Units in the S&S Funds

(‘‘Units’’) are offered only to employees

participating in the Program (‘‘S&S

Employee Participants’’). Although

Units cannot be purchased outside of

the Program, under certain

circumstances S&S Employee

Participants may hold Units outside the

Program (‘‘S&S Distributees’’).

(Collectively, Elfun Eligible Investors

and S&S Distributees are ‘‘Eligible

Employees’’)

4. Under the Prior Orders, the Elfun

Funds have limited investment by the

immediate family members of Elfun

Society Members and Adviser

Employees to spouses and children

(including step and adoptive

relationships) of such Elfun Society

Members and Adviser Employees. The

S&S Funds have limited the transfer of

Units held outside of the Program to the

immediate family members of S&S

Distributees, which is limited to spouses

and children (including step and

adoptive relationships). Applicants

propose to expand the class of

immediate family members of Eligible

Employees who may invest in the Elfun

and S&S Funds to include any parent,

spouse of a parent, child, spouse of a

child, spouse, brother, sister, or

grandchild (including step and adoptive

relationships) (‘‘Eligible Family

Members’’) of Eligible Employees. In

addition, the order would permit

Eligible Employees to transfer shares of

the Elfun and S&S Funds held by them

to estate planning vehicles formed for

the benefit of lineal descendants of the

Eligible Employees.

Applicants’ Legal Analysis

1. Section 2(a)(13) of the Act defines

‘‘employees’ securities company’’

generally as any investment company,

or similar issuer, all of the outstanding

securities of which (other than shortterm paper) are beneficially owned by

employees or persons on retainer,

former employees, and immediate

family of the employees, persons on

retainer, or former employees.

2. Section 6(b) of the Act provides

that the Commission shall exempt

employees’ securities companies from

the provisions of the Act to the extent

that the exemption is consistent with

the protection of investors. Applicants

state that the proposal satisfies the

requirements of section 6(b).

3. Applicants state that an employees’

securities company is a labor-related

entity that exists primarily to promote

the economic welfare of its employeeinvestors. Applicants also state that the

requested relief would permit Eligible

Employees to achieve certain tax and

economic goals through the effective use

of estate planning tools. Applicants state

that the requested relief is consistent

with the protection of investors because

permitting Eligible Family Members of

Eligible Employees to invest in the

Funds, and Eligible Employees to

transfer shares of the Funds to estate

planning vehicles formed for the benefit

of lineal descendants of the Eligible

Employees, would preserve the status of

the Funds as entities designed primarily

to promote the economic welfare of

Eligible Employees.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–31273 Filed 12–7–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meetings

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 meetings during

the week of December 11, 2000.

An open meeting will be held on

Wednesday, December 13, 2000, at

10:00 a.m. in Room 1C30, the William

O. Douglas Room and closed meetings

will be held on Wednesday, December

13, 2000. and Thursday, December 14,

2000 at 11 a.m.

The subject matter of the open

meeting will be:

The Commission will hear oral

argument on an appeal by Russo

Securities, Inc. (‘‘RSI’’), a registered

broker-dealer, and Kimberly Kent, RSI’s