Federal Register / Vol. 62, No. 62 / Tuesday, April 1, 1997 / Notices 15549

[Investment Company Act Release No.

22582; 812–10532]

INTRUST Kansas Tax Exempt Bond

Fund, et al.; Notice of Application

March 25, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANTS: INTRUST Kansas Tax

Exempt Bond Fund (the ‘‘Acquiring

Fund’’), a series of INTRUST Funds

Trust (‘‘INTRUST Funds’’), SEI Kansas

Tax Free Income Portfolio (the

‘‘Reorganizing Portfolio’’), a series of the

SEI Tax Exempt Trust (‘‘SEI Trust’’),

INTRUST Bank, N.A. (‘‘INTRUST’’), and

SEI Fund Management (‘‘SEI’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) granting and

exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants

request an order to permit the Acquiring

Fund to acquire all of the assets and

assume all of the stated liabilities of the

Reorganizing Portfolio. Because of

certain affiliations, applicants may not

rely on rule 17a–8 under the Act.

FILING DATES: The application was filed

on February 25, 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 21, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants: INTRUST Funds Trust,

3435 Stelzer Road, Columbus, Ohio

43219; SEI Tax Exempt Trust, Oaks,

Pennsylvania 19456; INTRUST Bank,

N.A., 105 North Main Street, Box One,

Wichita, Kansas 67201; SEI Fund

Management, Oaks, Pennsylvania

19456.

FOR FURTHER INFORMATION CONTACT: John

K. Forst, Staff Attorney, at (202) 942–

0569, or Mary Kay Frech, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. The INTRUST Funds, organized as

a Delaware business trust, and SEI

Trust, organized as a Massachusetts

business trust, are registered under the

Act as open-end management

investment companies. INTRUST is the

investment adviser to the Acquiring

Fund and the Reorganizing Portfolio.

SEI is the administrator of the

Reorganizing Portfolio.

2. INTRUST and its affiliates provide

a variety of trust, fiduciary, custodial,

investment management, and other

services to, among others, individuals,

corporations, pension plans, and profit

sharing plans. As of February 18, 1997,

INTRUST and its affiliates collectively

held of record 99.10% of the

outstanding shares of the Reorganizing

Portfolio. Except with respect to certain

defined benefit plans sponsored by

INTRUST and its affiliates, (a) neither

INTRUST nor its affiliates has any

economic interest in any such shares,

and (b) all such shares being held of

record by INTRUST and its affiliates are

held by it for the benefit of others in

trust, agency, or other fiduciary or

representative capacity. In certain

instances, INTRUST and its affiliates

may hold or share voting discretion,

investment discretion or both with

respect to the shares held of record.

3. The Acquiring Fund and

Reorganizing Portfolio have the same

investment objectives and policies. The

Reorganizing Portfolio offers two classes

of shares, Class A and Class B. Class A

shares are offered primarily to persons

purchasing through a trust investment

manager or an account managed or

administered by a financial institution.

All issued and outstanding Class B

shares currently are held by SEI and

will be redeemed by the Reorganizing

Portfolio as part of the reorganization.

The Acquiring Fund offers two classes

of shares, Institutional Service Class

(‘‘Service Class’’) and Institutional

Premium Class. Shareholders of the

Reorganizing Portfolio’s Class A shares

will receive Service Class shares of the

Acquiring Fund. Service Class shares

are sold without a sales charge, but are

subject to a rule 12b–1 plan which

provides for a payment of up to .25% of

average daily net assets. The Service

Class will not incur 12b–1 plan

expenses during its first year of

operation. Service Class shares may be

subject to service organization fees.

4. The Acquiring Fund will acquire

all of the assets and assume all of the

stated liabilities of the Reorganizing

Portfolio in exchange for Service Class

shares of the Acquiring Fund.

Immediately after the reorganization,

Service Class shares of the Acquiring

Fund will be distributed to shareholders

of the Reorganizing Portfolio. The

number of shares of the Acquiring Fund

to be issued to shareholders of the

Reorganizing Portfolio will be

determined on the basis of the relative

net asset values per share and the

aggregate net assets of the Acquiring

Fund computed as of the date of the

closing and at the time at which the

Acquiring Fund ordinarily determines

its net asset value.

5. The Boards of Trustees of SEI Trust

and INTRUST Funds approved the

Agreement and Plan of Reorganization

(‘‘Reorganization Agreement’’) on

November 25, 1996, and September 16,

1996, respectively. Each Board of

Trustees, including a majority of

trustees who are not ‘‘interested

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

of the Act, found that participation in

the reorganization was in the best

interest of the Reorganizing Portfolio

and the Acquiring Fund, respectively,

and that the interests of existing

shareholders of the funds would not be

diluted as a result of the reorganization.

In reaching their determinations, each

Board of Trustees considered a number

of factors, including: (a) the

reorganization will be effected at net

asset value; (b) all costs of the

Reorganizing Portfolio and Acquiring

Fund associated with the reorganization

will be paid by INTRUST; (c)

shareholders of the Reorganizing

Portfolio must approve the

Reorganization Agreement; (d) each

reorganization is expected to be tax-free

to the parties thereto and their

shareholders; (e) shareholders of the

Reorganizing Portfolio will have a

broader array of INTRUST-advised

investment options; and (f) the

investment objectives and policies of

the Acquiring Fund and the

Reorganizing Portfolio are the same.

6. INTRUST voluntarily has agreed to

limit through May 1, 1998 the actual

total operating expense ratio of the

Acquiring Fund to the actual total

operating expense ratio of the

Reorganizing Portfolio as of December

31, 1996. The expenses incurred in

connection with entering into and

carrying out the provisions of the

Reorganization Agreement, whether or
15550 Federal Register / Vol. 62, No. 62 / Tuesday, April 1, 1997 / Notices

not consummated, will be paid by

INTRUST.

7. The INTRUST Funds or SEI Trust

may terminate the Reorganization

Agreement without liability on the part

of the terminating party (a) on or prior

to January 1, 1998, with the consent of

the other or (b) after that date by either

party on written notice at any time prior

to the consummation of the

reorganization, if the conditions to that

party’s obligation to perform have not

been satisfied. The INTRUST Funds and

SEI Trust agree not to make any changes

to the Reorganization Agreement that

would have a material adverse effect on

the application 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 selling to or

purchasing from such registered

company, or any company controlled by

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 any person directly or

indirectly owning, controlling, or

holding with power to vote, five percent

or more of the outstanding voting

securities of such other person.

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, and/or common

officers, provided that certain

conditions set forth in the rule are

satisfied.

4. Applicants may not rely on rule

17a–8 in connection with the

reorganization because the Acquiring

Funds and the Reorganizing Portfolio

may be deemed to be affiliated for

reasons other than those set forth in the

rule. As noted above, INTRUST and its

affiliates hold of record more than 5%

of the outstanding shares of the

Reorganizing Portfolio.

5. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

evidence establishes that the terms of

the proposed transactions, 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 the registered investment company

concerned and with the general

purposes of the Act.

6. Applicants submit that the

reorganization meets the standard for

relief under section 17(b), in that the

terms of the reorganization are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; and the reorganization is

consistent with the general purposes of

the Act and with the policies of the

Acquiring Fund and the Reorganizing

Portfolio.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8233 Filed 3–31–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. IC–22583; File No. 812–10510]

John Hancock Mutual Life Insurance

Company, et al.

March 25, 1997.

AGENCY: The Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application for an

order under the Investment Company

Act of 1940 (‘‘1940 Act’’).

APPLICANTS: John Hancock Mutual Life

insurance Company (‘‘John Hancock’’),

John Hancock Mutual Variable Life

Insurance Account UV (‘‘Account UV’’),

John Hancock Variable Life Insurance

Company (‘‘JHVLICO’’), John Hancock

Variable Life Account V (‘‘Account V’’),

John Hancock Variable Life Account U

(‘‘Account U’’), John Hancock Variable

Life Account S (‘‘Account S,’’ together

with Account UV, Account V and

Account U, the ‘‘Existing Accounts’’),

John Hancock Variable Series Trust I

(‘‘Trust’’), any other separate accounts

established by John Hancock or

JHVLICO in the future to support

variable life insurance contracts (‘‘Other

accounts,’’ together with the existing

Accounts, the ‘‘Accounts’’) and John

Hancock Distributors, Inc.

(‘‘Distributors’’).

RELEVANT 1940 ACT SECTIONS: Order

requested pursuant to Section 6(c) of the

1940 Act to amend certain orders

previously issued by the Commission

granting exemptive relief from all

sections of the 1940 Act specified in

Rule 6e–2(b) under the 1940 Act (other

than Sections 7 and 8(a)); Sections

2(a)(32), 2(a)(35), 9(a), 13(a), 15(a), 15(b),

22(c), and 22(d) of the 1940 Act; all

rules specified in Rule 6e–2(b); and

Rules 6e–2(a)(2), 6e–2(b)(1), 6e–2(b)(12),

6e–2(b)(13)(iv), 6e–2(b)(15), 6e–2(c)(1),

6e–2(c)(4) and 22c–1 under the 1940

Act.

SUMMARY OF THE APPLICATION:

Applicants seek an order amending

orders issued by the Commission in

connection with File Nos. 812–5959,

812–8428, 812–6424, 812–6835, 812–

8426, 812–8858 and 812–8446 (the

‘‘Existing Orders’’): (i) to add

Distributors as a party; (ii) to specify

that Distributors, or any other company

that may be appointed as such in the

future (‘‘Future Underwriter’’), is or will

be the principal underwriter with

respect to the variable annuity contracts

(‘‘VA Contracts’’), the variable life

insurance policies (‘‘VLI Policies’’) and

the Trust’s shares (‘‘Trust Shares’’)

referred to in the applications granted

by the Existing Orders; and (iii) to

provide Distributors or any Future

Underwriter certain exemptive relief

that was previously granted by the

Existing Orders to John Hancock in its

capacity as principal underwriter of the

VLI Policies and Trust Shares.

FILING DATE: The application was filed

on January 24, 1997.

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

must be received by the Commission by

5:30 p.m. on April 21, 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 may request notification of a

hearing by writing to the Commission’s

Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549.

Applicants: c/o Sandra M. DaDalt,

Associate Counsel, John Hancock

Mutual Life Insurance Company, John

Hancock Place, P.O. Box 111, Boston,

Massachusetts 02117.

FOR FURTHER INFORMATION CONTACT:

Ethan D. Corey, Senior Counsel, or

Kevin M. Kirchoff, Branch Chief, Office

of Insurance Products (Division of

Investment Management) at 202–942–

0670.

SUPPLEMENTARY INFORMATION: Following

is a summary of the Application; the

complete Application is available for a

fee from the Commission’s Public

Reference Branch.