15212 Federal Register / Vol. 62, No. 61 / Monday, March 31, 1997 / Notices

approving the Reorganization and the

Agreement. These expenses include

professional fees and the cost of

soliciting proxies for the meeting of the

Acquired Fund’s shareholders,

consisting principally of printing and

mailing expenses, together with the cost

of any supplementary solicitation.

11. On January 13, 1997, the

Acquiring Fund filed with the SEC its

registration statement on Form N–14,

containing a preliminary combined

prospectus/proxy statement. Applicants

sent the prospectus/proxy statement to

shareholders of the Acquired Fund on

or about March 5, 1997 for their

approval at a special meeting of

shareholders scheduled for April 7,

1997.

12. Notwithstanding approval of the

Reorganization Agreement by the

shareholders of the Acquired Fund, the

Closing Date of the Reorganization may

be postponed and the Agreement may

be terminated prior to the Closing Date

by either party because: (a) Its governing

board determines that circumstances

have developed that make proceeding

with the Reorganization inadvisable; (b)

a material breach by the other party of

any representation, warranty, or

agreement contained therein has

occurred; or (c) a condition to the

obligation of the terminating party

cannot be met. (p. 15) Applicants agree

not to make any material changes to the

Agreement without prior SEC approval.

Applicants’ Legal Analysis

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

part, prohibits an affiliated person of a

registered investment company, or any

affiliated person of such a person, acting

as principal, from knowingly selling any

such security or other property to such

registered company, or purchasing from

such registered company any security or

other property.

2. Section 2(a)(3) of the Act defines

the term ‘‘affiliated person of another

person’’ to include, in pertinent part,

any person directly or indirectly

owning, controlling, or holding with

power to vote, 5% or more of the

outstanding voting securities of such

other person, and any person directly or

indirectly controlling, controlled by, or

under common control with such other

person, and if such other person is an

investment company, any investment

adviser thereof.

3. Rule 17a–8 under the 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 solely by reason of

having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions are satisfied.

4. Applicants believe that they may

not rely on rule 17a–8 in connection

with the Reorganization because the

Acquiring Fund and the Acquired Fund

may be affiliated for reasons other than

those set forth in the rule. Mellon owns

100% of the outstanding voting

securities of Dreyfus and approximately

99% of the outstanding Class R shares

of the Acquired Fund, which constitute

approximately 7% of the outstanding

shares of the Acquired Fund. Because of

this ownership, applicants believe that

the Acquiring Fund may be deemed an

affiliated person of an affiliated person

of the Acquired Fund, and vice versa,

for reasons not based solely on their

common adviser.

5. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

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; the proposed

transaction is consistent with the policy

of each registered investment company

concerned; and the proposed

transaction is consistent with the

general purposes of the Act.

6. Applicants submit that the terms of

the Reorganization satisfy the standards

set forth in section 17(b), in that the

terms are fair and reasonable and do not

involve overreaching on the part of any

person concerned. Applicants note that

each Board, including the noninterested Trustees and Directors,

reviewed the terms of the

Reorganization as set forth in the

Agreement, including the consideration

to be paid or received, and found that

participation in the Reorganization as

contemplated by the Agreement is in the

best interests of the Company, the Trust,

and each Fund, and that the interests of

existing shareholders of each Fund will

not be diluted as a result of the

Reorganization. Applicants also note

that the exchange of the Acquired

Fund’s assets and liabilities for the

shares of the Acquiring Fund will be

based on the Funds’ relative net asset

values.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8004 Filed 3–28–97; 8:45 am]

BILLING CODE 8010–01–M

Sunshine Act Meeting

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: [62FR 13728, March 21,

1997]

STATUS: CLOSED MEETING.

PLACE: 450 Fifth Street, NW.,

Washington, DC.

DATE PREVIOUSLY ANNOUNCED: March 21,

1997.

CHANGE IN THE MEETING: Cancellation.

The closed meeting scheduled for

Thursday, March 27, 1997, at 10:00

a.m., has been cancelled.

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 (202) 942–7070.

Dated: March 27, 1997.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–8216 Filed 3–27–97; 2:17 pm]

BILLING CODE 8010–01–M

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 March 31, 1997.

An open meeting will be held on

Thursday, April 3, 1997, at 10:00 a.m.

A closed meeting will be held on

Thursday, April 3, 1997, following the

10:00 a.m. open meeting.

Commissioners, Counsel to the

Commissioners, the Secretary to the

Commission, and recording secretaries

will attend the closed meeting. Certain

staff members who have an interest in

the matters may also be present.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c) (4), (8), (9)(A) and (10)

and 17 CFR 200.402(a) (4), (8), 9(i) and

(10), permit consideration of the

scheduled matters at the closed meeting.

Commissioner Wallman, as duty

officer, voted to consider the items

listed for the closed meeting in a closed

session.

The subject matter of the open

meeting scheduled for Thursday, April

3, 1997, at 10:00 a.m., will be:

Consideration of whether to adopt rules

under the Investment Company Act of 1940

to implement certain provisions of the

National Securities Markets Improvement

Act of 1996 (the ‘‘1996 Act’’) relating to

privately offered investment companies. The