23486 Federal Register / Vol. 63, No. 82 /Wednesday, April 29, 1998 / Notices

certain of the Acquired Funds; (d) the

relative performance of the Funds and

the compatibility of their investment

objectives, policies, and limitations; (e)

the tax-free status of the

Reorganizations; (f) the number of

investment portfolio options that would

be available to shareholders after the

Reorganizations; (g) the shareholder

services of the Acquiring Funds; and (h)

the investment advisory and other fees

paid by the Acquiring Funds, and the

historical and projected expense ratios

of the Acquiring Funds as compared

with those of the Acquired Funds. In

addition, the Emerald Board considered

that the Acquired Fund shareholders

would benefit from the distribution and

shareholder servicing plans of the

Acquiring Funds, as well as their fee

structure and shareholder services. The

Emerald Board also considered that

seven of the twenty-nine classes of

Acquired Funds will be reorganized into

Acquiring Fund classes with greater

operating expense ratios. It noted,

however, that those seven classes are

comprised of institutional investors,

many of which have fiduciary or other

arrangements through which they

receive other related services and pay

other fees outside of the fund. Further,

the Emerald Board considered that, as a

result of the Reorganizations, Acquired

Fund shareholders should benefit from

improved economies of scale and will

have access to a larger and more diverse

family of mutual funds.

14. NBAI will assume all expenses

incurred by the Funds in connection

with the Reorganizations.

15. The Reorganization Plans may be

terminated by mutual written consent of

the Emerald Board and the applicable

Nations Board at any time prior to the

Closing Date. In addition, either party

may terminate the Reorganization Plan

if: (a) The closing has not occurred prior

to December 31, 1998; (b) the other

party materially fails to perform its

obligations; (c) the other party

materially breaches its representations,

warranties, or covenants; or (d) a

condition precedent to the party’s

obligations cannot be met.

16. Registration statements on Form

N–14 (‘‘N–14 Registration Statements’’)

were filed with the SEC on February 23,

1998 and became effective on March 25,

1998. Applicants mailed a prospectus/

proxy statement to shareholders of the

Acquired Funds on March 30, 31, and

April 1, 1998. A special meeting of the

Acquired Fund shareholders will be

held on or about May 4, 1998.

17. The consummation of the

Reorganizations is subject to the

following conditions, as set forth in the

Reorganization Plans: (a) The N–14

Registration Statements will have

become effective; (b) the Acquired Fund

shareholders will have approved the

Reorganization Plans; (c) applicants will

have received exemptive relief from the

SEC with respect to the issues in the

application; (d) the Acquired Funds will

have received an opinion of counsel

concerning the federal income tax

aspects of the Reorganizations; and (e)

each Acquired Fund will have declared

a dividend or dividends to distribute

substantially all of its investment

company taxable income and net capital

gain, if any, to its shareholders.

Applicants agree not to make any

material changes to the Reorganization

Plans that affect the application without

prior SEC approval.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of that person, acting as

principal, from selling any security to,

or purchasing any security from, the

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

defines an ‘‘affiliated person’’ of another

person to include (a) any person that

directly or indirectly owns, controls, or

holds with power to vote 5% or more

of the outstanding voting securities of

the other person; (b) any person 5% or

more of whose outstanding voting

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.

2. 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 set forth in the rule are

satisfied.

3. Applicants believe that they may

not rely on rule 17a–8 because the

Funds may be affiliated for reasons

other than those set forth in the rule.

First, the Barnett Group holds of record

more than 25% of the outstanding

voting securities of certain classes of

each Acquired Fund. Because of this

ownership, each Acquired Fund may be

deemed an affiliated person of Barnett

under section 2(a)(3)(B). Second, as a

result of the Holding Company Merger,

NBAI and Barnett are under the

common ownership and control of

NationsBank. Because of this

ownership, each Acquiring Fund may

be deemed an ‘‘affiliated person of an

affiliated person’’ of each Acquired

Fund. Accordingly, the Reorganizations

may not meet the ‘‘solely by reason of’’

requirement of rule 17a–8. Applicants

thus are requesting an order pursuant to

section 17(b) of the Act exempting them

from section 17(a) to the extent

necessary to consummate the

Reorganizations.

4. Section 17(b) of the Act provides

that the SEC 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 Act.

5. Applicants submit that the terms of

the Reorganizations satisfy the

standards set forth in section 17(b).

Applicants note that the Boards,

including a majority of the disinterested

directors and trustees, found that

participation in the Reorganizations is

in the best interests of the Funds and

that the interests of the existing

shareholders of the Funds will not be

diluted as a result of the

Reorganizations. Applicants also note

that the exchange of the Acquired

Funds’ shares for shares in the

Acquiring Funds 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. 98–11287 Filed 4–28–98; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Reporting and Recordkeeping

Requirements Under OMB Review

ACTION: Notice of Reporting

Requirements Submitted for Review.

SUMMARY: Under the provisions of the

Paperwork Reduction Act (44 U.S.C.

Chapter 35), agencies are required to

submit proposed reporting and

recordkeeping requirements to OMB for

review and approval, and to publish a

notice in the Federal Register notifying

the public that the agency has made

such a submission.

DATES: Comments should be submitted

on or before May 29, 1998. If you intend

to comment but cannot prepare

comments promptly, please advise the
Federal Register / Vol. 63, No. 82 /Wednesday, April 29, 1998 / Notices 23487

OMB Reviewer and the Agency

Clearance Officer before the deadline.

COPIES: Request for clearance (OMB 83–

1), supporting statement, and other

documents submitted to OMB for

review may be obtained from the

Agency Clearance Officer. Submit

comments to the Agency Clearance

Officer and the OMB Reviewer.

FOR FURTHER INFORMATION CONTACT:

Agency Clearance Officer: Jacqueline

White, Small Business Administration,

409 3rd Street, S.W., 5th Floor,

Washington, D.C. 20416, Telephone:

(202) 205–6629.

OMB Reviewer: Victoria Wassmer,

Office of Information and Regulatory

Affairs, Office of Management and

Budget, New Executive Office Building,

Washington, D.C. 20503.

Title: Grant/Cooperative Agreement

Cost Sharing Proposal.

Form No’s: 1222 and 1224.

Frequency: On Occasion.

Description of Respondents: SBA

Grant Applicants and Recipients.

Annual Responses: 427.

Annual Burden: 30,141.

Dated: April 20, 1998.

Jacqueline White,

Chief, Administrative Information Branch.

[FR Doc. 98–11290 Filed 4–28–98; 8:45 am]

BILLING CODE 8025–01–P

SMALL BUSINESS ADMINISTRATION

Reporting and Recordkeeping

Requirements Under OMB Review

ACTION: Notice of reporting requirements

submitted for review.

SUMMARY: Under the provisions of the

Paperwork Reduction Act (44 U.S.C.

Chapter 35), agencies are required to

submit proposed reporting and

recordkeeping requirements to OMB for

review and approval, and to publish a

notice in the Federal Register notifying

the public that the agency has made

such a submission.

DATES: Comments should be submitted

on or before May 29, 1998. If you intend

to comment but cannot prepare

comments promptly, please advise the

OMB Reviewer and the Agency

Clearance Officer before the deadline.

COPIES: Request for clearance (OMB 83–

1), supporting statement, and other

documents submitted to OMB for

review may be obtained from the

Agency Clearance Officer. Submit

comments to the Agency Clearance

Officer and the OMB Reviewer.

FOR FURTHER INFORMATION CONTACT:

Agency Clearance Officer: Jacqueline

White, Small Business Administration,

409 3rd Street, S.W., 5th Floor,

Washington, D.C. 20416, Telephone:

(202) 205–6629.

OMB Reviewer: Victoria Wassmer,

Office of Information and Regulatory

Affairs Office of Management and

Budget, New Executive Office Building,

Washington, D.C. 20503.

Title: Settlement Sheet.

Form No: 1050.

Frequency: On Occasion.

Description of Respondents: SBA

Borrowers.

Annual Responses: 17,000.

Annual Burden: 12,750.

Dated: April 20, 1998.

Jacqueline White,

Chief, Administrative Information Branch.

[FR Doc. 98–11291 Filed 4–28–98; 8:45 am]

BILLING CODE 8025–01–P

SMALL BUSINESS ADMINISTRATION

Reporting and Recordkeeping

Requirements Under OMB Review

ACTION: Notice of Reporting

Requirements Submitted for Review.

SUMMARY: Under the provisions of the

Paperwork Reduction Act (44 U.S.C.

Chapter 35), agencies are required to

submit proposed reporting and

recordkeeping requirements to OMB for

review and approval, and to publish a

notice in the Federal Register notifying

the public that the agency has made

such a submission.

DATES: Comments should be submitted

on or before May 29, 1998. If you intend

to comment but cannot prepare

comments promptly, please advise the

OMB Reviewer and the Agency

Clearance Officer before the deadline.

COPIES: Request for clearance (OMB 83–

1), supporting statement, and other

documents submitted to OMB for

review may be obtained from the

Agency Clearance Officer. Submit

comments to the Agency Clearance

Officer and the OMB Reviewer.

FOR FURTHER INFORMATION CONTACT:

Agency Clearance Officer: Jacqueline

White, Small Business Administration,

409 3rd Street, S.W., 5th Floor,

Washington, D.C. 20416, Telephone:

(202) 205–6629.

OMB Reviewer: Victoria Wassmer,

Office of Information and Regulatory,

Affairs Office of Management and

Budget, New Executive Office Building,

Washington, D.C. 20503.

Title: Financing Eligibility, Social or

Economic Disadvantaged.

Form No’s: 1941A, 1941B, and 1941C.

Frequency: On Occasion.

Description of Respondents: SBA

Businesses seeking financing from

Specialized Small Business Investment

Companies (SSBIC).

Annual Responses: 932.

Annual Burden: 1,864.

Dated: April 21, 1998.

Jacqueline White,

Chief, Administrative Information Branch.

[FR Doc. 98–11292 Filed 4–28–98; 8:45 am]

BILLING CODE 8025–01–P

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

RTCA Special Committee 181; Joint

RTCA Special Committee/Eurocae

WG–13 Standards of Navigation

Performance

Pursuant to section 10(a)(2) of the

Federal Advisory Committee Act (Pub.

L. 92–463, 5 U.S.C., Appendix 2), notice

is hereby given for a joint Special

Committee 181/EUROCAE WG–13

meeting to be held May 18–22, 1998,

starting at 9 a.m. The meeting will be

held at RTCA, 1140 Connecticut

Avenue, NW., Suite 1020, Washington,

DC, 20036.

The agenda will be as follows:

Monday, May 18: Opening Plenary

Convenes at 9 a.m.: (1) Introductory

Remarks; (2) Review and Approval of

Summary of the Previous Meeting; (3)

Review and Approval of the Agenda; (4)

10:45 a.m.–12 noon, All Working

Groups Meet Separately; (5) 1–5 p.m.,

All Working Groups Meet Separately.

Tuesday, May 19; (6) All Working

Groups Meet Separately. Wednesday,

May 20–Thursday, May 21: Plenary; (7)

Final Review of DO–200A; Friday, May

22: 8:30–11:30 a.m.; (8) Final Review of

DO–200A; 12:30–2 p.m., Closing

Plenary Sessions; (9) Working Group

Reports; (10) Chairman’s Remarks; (11)

Dates and Locations of Future Meetings;

(12) New Business; (13) Adjourn.

Attendance is open to the interested

public but limited to space availability.

With the approval of the chairman,

members of the public may present oral

statements at the meeting. Persons

wishing to present statements or obtain

information should contact the RTCA

Secretariat, 1140 Connecticut Avenue,

NW., Suite 1020, Washington, DC

20036; (202) 833–9339 (phone); (202)

833–9434 (fax); or http://www.rtca.org

(web site). Members of the public may

present a written statement to the

committee at any time.