15210 Federal Register / Vol. 62, No. 61 / Monday, March 31, 1997 / Notices

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

4. Applicant submits that is has

satisfied the requirements of sections

6(c) and 17(b). Applicant believes that

the use of an objective, verifiable

standard for the selection and valuation

of any securities to be distributed in

connection with a redemption in-kind

will ensure that all such redemptions

will be on terms that are reasonable and

fair to the Portfolios, their shareholders

and the Affiliated Shareholders, and

will not involve overreaching on the

part of any person. Similarly, the

proposed transactions are consistent

with the investment policies of the

Portfolios, which expressly disclose the

Portfolios’ ability to redeem shares inkind. Finally, applicant believes that the

terms of the proposed transactions are

reasonable and fair to all parties and are

consistent with the protection of

investors and the provisions, policies

and purposes of the Act.

Affiliate Shareholders who wish to

redeem shares in-kind would receive

the same in-kind distribution of

portfolio securities and cash on the

same basis as any other shareholder

wishing to redeem shares, and would

not receive any advantage not available

to any other shareholder requesting a

comparable redemption if the proposed

in-kind redemptions are permitted.

Applicant’s Conditions

Applicant agrees that any order

granting the requested relief will be

subject to the following conditions:

1. The securities distributed to both

Affiliated Shareholders and nonaffiliated shareholders pursuant to a

redemption in-kind (the ‘‘In-Kind

Securities’’) will be limited to securities

that are traded on a public securities

market or for which quoted bid are

traded on a public securities market or

for which quoted bid and asked prices

are available.

2. The In-Kind Securities will be

distributed by the Portfolio on a pro rata

basis after excluding: (a) securities

which, if distributed, would be required

to be registered under the Securities Act

of 1933; (b) securities issued by entities

in countries which (i) restrict or prohibit

the holding of securities by nonnationals other than through qualified

investment vehicles, such as the

Portfolios, or (ii) permit transfers of

ownership of securities to be effected

only by transactions conducted on a

local stock exchange; and (c) certain

portfolio assets (such as forward foreign

currency exchange contracts, futures

and options contracts and repurchase

agreements) that, although they may be

liquid and marketable, must be traded

through the marketplace or with the

counterparty to the transaction in order

to effect a change in beneficial

ownership. Cash will be paid for that

portion of the Portfolio’s assets

represented by cash equivalents (such as

certificates of deposit, commercial

paper, and repurchase agreements) and

other assets which are not readily

distributable (including receivables and

prepaid expenses), net of all liabilities

(including accounts payable). In

addition, the Portfolio will distribute

cash in lieu of securities held in its

portfolio not amounting to round lots

(or which would not amount to round

lots if included in the in-kind

distribution), fractional shares, and

accruals on such securities.

3. The Board of Trustees of the

Applicant, including a majority of the

Trustees who are not ‘‘interested

persons’’ (as defined in Section 2(a)(19)

of the Act) of the Fund, will determine

no less frequently than annually: (a)

whether the In-Kind Securities, if any,

have been distributed in accordance

with condition 1; and (b) whether the

distribution of any such In-Kind

Securities is consistent with the policies

of the relevant Portfolio as reflected in

the prospectus of that Portfolio. In

addition, the Board of Trustees shall

make and approve such changes as the

Board deems necessary in its procedures

for monitoring Applicant’s compliance

with the terms and conditions of this

application.

4. The Portfolios will maintain and

preserve for a period of not less than six

years from the end of the fiscal year in

which a proposed in-kind redemption

occurs, the first two years in an easily

accessible place, a written record of

each such redemption setting forth the

identity of the Affiliated Shareholder, a

description of each security distributed,

the terms of the distribution, and the

information or materials upon which

the valuation was made.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8073 Filed 3–28–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22580; 812–10496]

Dreyfus/Laurel Funds Trust, et al.;

Notice of Application

March 24, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Dreyfus/Laurel Funds Trust

(the ‘‘Trust’’) and Dreyfus Growth and

Value Funds, Inc. (the ‘‘Company’’).

RELEVANT ACT SECTION: Order requested

pursuant to section 17(b) of the Act

granting an exemption from section

17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order under section 17(b)

granting an exemption from section

17(a) of the Act to permit a series of the

Company to acquire all of the assets and

assume all of the stated liabilities of a

series of the Trust.

FILING DATES: The application was filed

on January 14, 1997 and amended on

March 19, 1997. Applicants have agreed

to file an amendment during the notice

period, the substance of which is

included in this notice.

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

April 16, 1997, 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.

Applicants, 200 Park Avenue, New

York, NY 10166.

FOR FURTHER INFORMATION CONTACT: Lisa

McCrea, Staff Attorney (202) 942–0562,

or Mercer E. Bullard, Branch Chief,

(202) 942–0564 (Office of Investment

Company Regulation, Division of

Investment Management).

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.

Applicants’ Representations

1. The Company, a Maryland

corporation, is registered under the Act

as an open-end management investment

company. The Dreyfus Aggressive

Growth Fund (the ‘‘Acquiring Fund’’) is

one of ten series of the Company. The

Trust, a Massachusetts business trust, is

registered under the Act as an open-end
Federal Register / Vol. 62, No. 61 / Monday, March 31, 1997 / Notices 15211

1The Shareholder Services Plan is not a plan

adopted pursuant to rule 12b–1 under the Act.

management investment company. The

Dreyfus Special Growth Fund (the

‘‘Acquired Fund’’) is one of three series

of the Trust. Dreyfus acts as investment

adviser to both the Acquiring and

Acquired Funds. Dreyfus is a whollyowned subsidiary of Mellon Bank,

which is a wholly-owned subsidiary of

Mellon Bank Corporation (‘‘Mellon’’).

2. The Acquiring Fund shares are sold

primarily to retail investors by the

distributor of the Fund, Premier Mutual

Fund Services, Inc. (‘‘Premier’’), and

through securities dealers, banks or

other financial institutions that have

entered into a selling agreement with

Premier. The Acquiring Fund imposes

no front-end or deferred sales charges or

distribution fees. The Acquiring Fund’s

shares are sold subject to shareholder

services plan (the ‘‘Shareholder Services

Plan’’), whereby the Acquiring Fund

pays Premier for the provision of certain

services to Acquiring Fund shareholders

a fee at the annual rate of 0.25 or 1%

of the value of the Acquiring Fund’s

average daily net assets.1 Shares of the

Acquiring Fund acquired by purchase or

exchange after February 28, 1997 and

redeemed or exchanged less than 15

days after they are acquired will be

subject to a redemption fee of 1.0% of

the net asset value of the shares

redeemed or exchanged.

3. The Acquired Fund issues two

classes of shares, Investor shares and

Class R shares. Investor shares are sold

primarily to retail investors by banks,

securities brokers or dealers, other

financial institutions, and Premier, the

distributor of the Acquired Fund’s

shares. Class R shares are sold primarily

to bank trust departments and other

financial service providers acting on

behalf of customers having a qualified

trust or investment account or

relationship at such institution or to

customers who have received and hold

shares of the Acquired Fund distributed

to them by virtue of such account or

relationship. Mellon owns with power

to vote approximately 99% of the

outstanding Class R shares of the

Acquired Fund, which constitute

approximately 7% of the shares of the

Acquired Fund. The Acquired Fund

imposes no sales charges in connection

with the purchase or redemption of

either class of its shares, but Investor

shares are subject to a distribution fee

under a distribution plan adopted

pursuant to rule 12b–1 under the Act.

4. The investment objective of the

Acquiring Fund is capital appreciation.

The Acquiring Fund seeks to obtain this

objective by investing at least 65% of its

assets in a portfolio of publicly-trade

equities of domestic and foreign issuers

that are categorized as growth

companies by Dreyfus. The investment

objective of the Acquired Fund is to

seek above-average capital growth

without regard to income. The Acquired

Fund seeks to obtain this objective by

focusing on companies, small or large,

with above-average growth

opportunities. In obtaining this

objective, the Acquired Fund will invest

in issuers with unique or proprietary

products or services leading to a rapidly

growing market share.

5. The Company, on behalf of the

Acquiring Fund, and the Trust, on

behalf of the Acquired Fund, entered

into an Agreement and Plan of

Reorganization dated as of December 31,

1996 (the ‘‘Agreement’’), to effectuate a

proposed reorganization (the

‘‘Reorganization’’). The Acquiring Fund

proposes to acquire all the assets of the

Acquired Fund in exchange for shares of

the Acquiring Fund with an aggregate

net asset value equal to that of the assets

transferred minus the liabilities of the

Acquired Fund that will be assumed by

the Acquiring Fund. The Acquired Fund

will endeavor to discharge all of its

known liabilities and obligations prior

to a closing presently expected to occur

on or about April 18, 1997 (the ‘‘Closing

Date’’). The Acquiring Fund will assume

all liabilities, debts, obligations,

expenses, costs, charges and reserves of

the Acquired Fund reflected on the

unaudited statement of assets and

liabilities of the Acquired Fund as of the

close of regular trading on the New York

Stock Exchange (‘‘NYSE’’) as of the

Closing Date.

6. The number of full and fractional

shares of the Acquiring Fund to be

issued to shareholders of the Acquired

Fund will be determined on the basis of

the relative net asset values of the

Acquired Fund computed as of the close

of regular trading on the NYSE on the

Closing Date (the ‘‘Valuation Time’’). As

soon after the Closing Date as

conveniently practicable, the Acquired

Fund will distribute in kind pro rata to

its shareholders of record determined as

of the Valuation Time, in liquidation of

the Acquired Fund, the shares of the

Acquiring Fund received by it pursuant

to the Reorganization. Such distribution

will be accomplished by the

establishment of an account in the name

of each shareholder of the Acquired

Fund on the share records of the

Acquiring Fund’s transfer agent and

transferring to each such account a

number of shares of the Acquiring Fund

representing the respective pro rata

number of full and fractional shares of

the Acquiring Fund due to such

shareholder of the Acquired Fund. After

such distribution and the winding up of

its affairs, the Acquired Fund will be

terminated. Shares of the Acquiring

Fund received by shareholders of the

Acquired Fund pursuant to the

Reorganization will not be subject to the

Acquiring Fund’s redemption fee.

7. On or before the Closing Date, the

Acquired Fund will have declared a

dividend and/or other distributions that,

together with all previous dividends

and other distributions, shall have the

effect of distributing to the Acquired

Fund’s shareholders all taxable income

for all taxable years ending on or prior

to the Closing Date and for its current

taxable year through the Closing Date

(computed without regard to any

deduction for dividends paid) and all of

its net capital gain realized in all such

taxable years (after reduction for any

capital loss carryforward).

8. On November 6, 1996, the board of

directors of the Company, and on

October 24, 1996 and December 11,

1996, the board of trustees of the Trust

(collectively, the ‘‘Boards’’), including

members of the Boards who are not

interested persons, unanimously

approved the Agreement. The Boards

considered the advisability of the

Reorganization and found that it was in

the best interests of the relevant Fund

and that the interests of the existing

shareholders of each relevant Fund

would not be diluted as a result of the

Reorganization.

9. In assessing the Reorganization and

the terms of the Agreement, the factors

considered by the Boards included: (a)

The relative past growth in assets and

investment performance of the Funds;

(b) the future prospects of the Funds,

both under circumstances where they

are not reorganized and where they are

reorganized; (c) the compatibility of the

investment objectives, policies and

restrictions of the Acquiring Fund and

the Acquired Fund; (d) the effect of the

Reorganization on the expense ratios of

each Fund based on a comparison of the

expense ratios of the Acquiring Fund

with those of the Acquired Fund on a

‘‘pro forma’’ basis; (e) the costs of the

Reorganization to the Funds; (f) whether

any future cost savings could be

achieved by combining the Funds; (g)

the tax-free nature of the

Reorganization; and (h) alternatives to

the Reorganization.

10. The Funds will bear the expenses

of the Reorganization pro rata according

to the aggregate net assets in each Fund

on the Closing Date. Each Board

considered the fact that the Funds will

bear all of the direct expenses of the

Reorganization, whether or not the

Reorganization is consummated, when
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