Federal Register / Vol. 65, No. 235 / Wednesday, December 6, 2000 / Notices 76313

SUPPLEMENTARY INFORMATION: Section

4313(c)(1) through (5) of title 5 U.S.C.

requires each agency to establish in

accordance with regulations prescribed

by the Office of Personnel Management,

one or more Performance Review

Board(s).

Members of the Performance Review

Board are:

1. Elizabeth M. Thornton, Director,

Office of Field Programs, Equal

Employment Opportunity

Commission.

2. Richard L. Baker, Executive Director,

Federal Mine Safety and Health

Review Commission.

3. Earl R. Ohman, Jr., General Counsel,

Occupational Safety and Health

Review Commission.

4. Patricia A. Randle, Executive

Director, Occupational Safety and

Health Review Commission.

Dated: November 30, 2000.

Thomasina V. Rogers,

Chairman.

[FR Doc. 00–30992 Filed 12–5–00; 8:45 am]

BILLING CODE 7600–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24776; File No. 812–12300]

John Hancock Variable Series Trust I,

et al.; Notice of Application

November 30, 2000.

AGENCY: Securities and Exchange

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

ACTION: Notice of an application under

Section 17(b) of the Investment

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

an exemption from Section 17(a) of the

1940 Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit one series of

John Hancock Variable Series Trust I

(the ‘‘Trust’’) to acquire all of the assets

and liabilities of another series of the

Trust. Because of certain affiliations,

applicants may not be able to rely on

rule 17a–8 under the 1940 Act.

APPLICANTS: John Hancock Variable

Series Trust I (‘‘Trust’’) and John

Hancock Life Insurance Company

(‘‘John Hancock’’).

FILING DATE: The application was filed

on October 13, 2000.

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 21, 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

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549–0609.

Applicants, c/o Arnold R. Bergman,

Esquire, P.O. Box 111, John Hancock

Place, Boston, MA 02117.

FOR FURTHER INFORMATION CONTACT:

Ronald A. Holinsky, Senior Counsel, or

Lorna J. MacLeod, Branch Chief,

Division of Investment Management,

Office of Insurance Products at (202)

942–0670.

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’ Representations

1. The Trust, a Massachusetts

business trust, is registered under the

1940 Act as an open-end diversified

management investment company and

is currently comprised of 33 series

(‘‘Funds’’).

2. Two of these Funds are party to the

transaction for which Applicants seek

exemptive relief: the International

Opportunities II Fund (the ‘‘Acquired

Fund’’) and the International

Opportunities Fund (the ‘‘Acquiring

Fund’’).

3. John Hancock serves as investment

adviser to both the Acquired Fund and

the Acquiring Fund. John Hancock is a

wholly-owned subsidiary of John

Hancock Financial Services, Inc., a

publicly-owned diversified financial

services company whose shares are

traded on the New York Stock

Exchange.

4. T. Rowe Price International, Inc.

(‘‘T. Rowe Price’’) serves as sub-adviser

to both the Acquired Fund and the

Acquiring Fund. T. Rowe Price uses

substantially the same personnel and

analytical techniques in managing each

fund. Applicants assert that the

reorganization will not change the

Acquiring Fund’s Investment strategies

or the analytical techniques or

personnel that T. Rowe Price uses to

implement them. Prior to June 13, 2000,

the Acquired Fund had been called the

Global Equity Fund reflecting a ‘‘global’’

investment strategy and was subadvised by Scudder Kemper

investments, Inc. The current subinvestment management with T. Rowe

Price was approved by a vote of the

Acquired Fund’s shareholders (based on

instructions received from participating

contract owners).

5. The shares of the Acquired Fund

and the Acquiring Fund are currently

sold exclusively to John Hancock and

certain insurance companies affiliated

with John Hancock (collectively, the

‘‘Insurance Companies’’) for allocation

to separate accounts (the ‘‘Separate

Accounts’’) established to fund the

benefits under variable annuity

contracts and variable life insurance

policies (collectively, the ‘‘Contracts’’)

issued by these companies. The

Separate Accounts are registered as

investment companies of the unit

investment trust type under the 1940

Act. As a result of investing ‘‘seed

money’’ in the Acquired Fund, John

Hancock beneficially owner more than

5% of the Acquired Fund’s outstanding

shares.

6. Owners of the Contracts

(‘‘Owners’’) may choose to allocate their

Contract premiums and account values

among various investment options,

including the Acquired Fund and/or the

Acquiring Fund. As a result, Owners

may participate, indirectly, in the

performance of one or both of the funds.

7. Applicants assert that except for the

fact that the Acquiring Fund is

significantly larger than the Acquired

Fund, the two funds are identical

(including with respect to their

investment programs, the identity of

their investment and sub-investment

adviser, their advisory fee schedules,

and the types of other costs and

expenses that they bear).

8. On September 27, 2000, the Trust’s

board, including all of the trustees who

are not ‘‘interested persons,’’ as defined

in section 2(a)(19) of the 1940 Act

(‘‘Independent Trustees’’), unanimously

approved a reorganization of the

Acquired Fund into the Acquiring Fund

(the ‘‘Reorganization Agreement’’ or

‘‘Plan’’). The reorganization is expected

to occur on December 22, 2000 (the

‘‘Closing Date’’). Under the Plan, the

Acquiring Fund will acquire

substantially all of the assets, subject to

the liabilities, of the Acquired Fund in

consideration of the issuance by the

Acquiring Fund of shares having an

aggregate net asset value (‘‘NAV’’) equal

to the aggregate NAV of the Acquired

Fund’s shares, determined as of 4:00

p.m. Eastern Time (the ‘‘Effective

Time’’) on the Closing Date. The NAV

of each Fund’s shares for these purposes

76314 Federal Register / Vol. 65, No. 235 / Wednesday, December 6, 2000 / Notices

will be computed in the manner set

forth in the Trust’s Form N–1A

registration statement as currently in

effect with the Commission. The

aforementioned Acquiring Fund shares

will be issued pro-rata to the Acquired

Fund’s shareholders of record as of the

Effective Time.

9. The Trust’s Board, including all of

the Independent Trustees, determined

that participation in the reorganization

is in the best interests of the

shareholders and Contract Owners

participating in each of the Acquired

and Acquiring Funds and that the

interests of existing shareholders and

Owners will not be diluted as a result

of the reorganization. In approving the

reorganization, the following factors,

among others, were relevant to the

Board: (a) That, because of breakpoints,

combining the Acquired Fund and the

Acquiring Fund will result in a lower

effective rate of advisory fees and other

expenses for the Acquired Fund and, to

a lesser extent, for the Acquiring Fund;

(b) that the funds’ investment programs

are essentially identical, which means

that there will be no need to liquidate

and reinvest any portfolio securities in

connection with the reorganization; (c)

the fact that John Hancock will bear all

other direct or indirect costs and

expenses associated with the

reorganization; (d) the tax-free nature of

the reorganization; and (e) that the

reorganization presents no foreseeable

disadvantages to either fund or to any

Owner.

10. The Plan is subject to a number of

conditions precedent, including that the

reorganization will have been approved

by the vote of shareholders of the

Acquired Fund. In connection with that

vote, the Insurance Companies have

solicited instructions from Owners as to

how to vote the Acquired Fund’s

outstanding shares. This solicitation

will be made pursuant to a Form N–14

registration statement that the Trust

filed with the Commission on October

10, 2000. Applicants assert that shares

of the Acquired Fund for which no

instructions are received in time to be

voted will be represented by the

Insurance Companies at the meeting and

voted in the same proportion as shares

for which instructions have been

received in time to be voted. Applicants

further assert that Acquired Fund shares

not attributable to policies or contracts

represented by Insurance Companies,

including shares held by John Hancock

reflecting ‘‘seed money,’’ will be voted

in the same proportion as shares for

which instructions have been received

in time to be voted.

11. The Plan may be terminated at any

time by mutual agreement between the

Trust and John Hancock. Applicants

have agreed to the relief they are

requesting being conditioned on their

obtaining prior approval from the

Commission of any material change in

the Plan.

Applicants’ Legal Analysis

1. Section 17(a) of the 1940 Act

generally 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

1940 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% of 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.

Applicants state that the Acquired Fund

and the Acquiring Fund may be deemed

affiliated persons and, thus, absent an

exemption, the reorganization may be

prohibited by Section 17(a).

2. Rule 17a–8 under the 1940 Act

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 rules

are satisfied.

3. Applicants believe that rule 17a–8

may be unavailable in connection with

the reorganization because the funds

may be deemed to be affiliated for

reasons other than those set forth in the

rule. In particular, John Hancock may be

an affiliated person of the Acquired

Fund, because Acquired Fund shares

held by John Hancock and reflecting

‘‘seed money’’ that John Hancock has

maintained in the Acquired Fund

constitute more than 5% of the

Acquired Fund’s outstanding shares.

4. Section 17(b) of the 1940 Act

provides 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, 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 1940 Act.

5. Applicants request an order under

Section 17(b) of the 1940 Act exempting

them from Section 17(a) of the 1940 Act

to the extent necessary to permit

applicants to consummate the

reorganization. Applicants submit that

the reorganization satisfies the

standards of Section 17(b) of the 1940

Act. Applicants assert that the proposed

reorganization will not in any way affect

the price or value of outstanding shares

of the Acquired Fund or the Acquiring

Fund, nor will it in any way affect the

Contract values or interests of Owners.

Applicants assert that John Hancock

will pay all costs and expenses directly

or indirectly associated with the

reorganization. Applicants further assert

that the investment programs and

fundamental investment policies of the

Acquired Fund and the Acquiring Fund

are identical in all material respects.

Finally, Applicants note that investors

in the Acquired Fund will have the

opportunity to approve or disapprove

the reorganization.

6. Applicants believe that such relief

is warranted because of (a) the

advantages of the reorganization to the

Acquired Fund and, to a lesser extent,

the Acquiring Fund and, by extension,

to the shareholders of and Contract

Owners participating in those Funds,

coupled with (b) the absence of any

foreseeable disadvantages that the

reorganization might have for any of

them.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–31023 Filed 12–5–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24777]

Notice of Applications for

Deregistration Under Section 8(f) of the

Investment Company Act of 1940

November 30, 2000.

The following is a notice of

applications for deregistration under

section 8(f) of the Investment Company

Act of 1940 for the month of November

2000. A copy of each application may be

obtained for a fee at the SEC’s Public

Reference Branch, 450 Fifth St., NW.,

Washington, DC 20549–0102 (tel. 202–