[Federal Register Volume 65, Number 237 (Friday, December 8, 2000)]
[Notices]
[Pages 77053-77054]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-31273]


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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'').

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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

[[Page 77054]]

the employees' securities companies to estate planning vehicles formed 
for the benefit of lineal descendants of the eligible employees.
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    \1\ Elfun 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).

Applicants: Elfun Trusts, Elfun Tax-Exempt 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 
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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, open-end 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 short-term 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 employee-investors. 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