30522 Federal Register / Vol. 63, No. 107 /Thursday, June 4, 1998 / Notices

Assessment is to identify initiatives that

will improve the efficiency and

effectiveness of the Incident Response

Function. The purpose of this meeting

is to solicit public comment and input

on this subject.

The meeting will be an open forum

following a brief introduction by NRC

staff. Registration will be conducted

before the meeting.

Dated at Rockville, Md., this 28th day of

May, 1998.

For the Nuclear Regulatory Commission.

Thomas T. Martin,

Director, Office for Analysis and Evaluation

of Operational Data.

[FR Doc. 98–14777 Filed 6–3–98; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23227; 812–11066]

PIMCO Funds, et al.; Notice of

Application

May 29, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 17(b) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 17(a) of the Act.

SUMMARY OF APPLICATION: Order

requested to permit a certain series of a

registered open-end management

investment company to acquire all of

the assets and assume all of the

liabilities of a certain series of another

registered open-end management

investment company. Because of certain

affiliations, applicants may not rely on

rule 17a–8 under the Act.

APPLICANTS: PIMCO Funds d/b/a/

PIMCO Funds: Pacific Investment

Management Series (‘‘PIMS’’), PIMCO

Funds: Multi-Manager Series (‘‘MMS’’),

Pacific Investment Management

Company (‘‘PIMCO’’), and PIMCO

Advisors L.P. (the ‘‘Advisor’’).

FILING DATES: The application was filed

on March 13, 1998. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected 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

June 23, 1998, 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, N.W., Washington, D.C. 20549.

Applicants, 2187 Atlantic Avenue,

Stamford, Connecticut 06902.

FOR FURTHER INFORMATION CONTACT:

Lawrence W. Pisto, Senior Counsel, at

(202) 942–0527, or Edward P.

MacDonald, Branch Chief at (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, 450 Fifth

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

(tel (202) 942–8090).

Applicants’ Representations

1. PIMS, a Massachusetts business

trust, is an open-end management

investment company registered under

the Act. PIMS currently offers twentyfive investment portfolios, one of which

is the PIMCO Municipal Bond Fund (the

‘‘Acquiring Fund’’). The Acquiring fund

has three classes of shares: (1) Class A

shares, which are sold subject to a frontend sales charge; (2) Class B shares,

which are sold subject to a contingent

deferred sales charge; and (3) Class C

shares, which are sold subject to an

asset-based sales charge.

2. MMS, a Massachusetts business

trust, is an open-end management

investment company registered under

the Act. MMS currently offers 22

investment portfolios, one of which is

the Tax Exempt Fund (the ‘‘Acquired

Fund,’’ together with the Acquiring

Fund, the ‘‘Funds’’). The Acquired Fund

offers three classes of shares, Class A,

Class B, and Class C, which are identical

to the respective classes of the

Acquiring Fund, except that the frontend sales charge for Class A shares of

the Acquiring Fund is lower than that

for Class A shares of the Acquired Fund,

and the Acquiring Fund’s distributor

has voluntarily waived a portion of the

asset-based sales charge for Class C

shares.

3. The Advisor, which is registered

under the Investment Advisers Act of

1940 (the ‘‘Advisers Act’’), serves as

investment adviser to the Acquired

Fund. A subsidiary of the Adviser,

Columbus Circle Investors (‘‘Columbus

Circle’’), serves as portfolio manager of

the Acquired Fund. Columbus Circle is

registered under the Advisers Act.

PIMCO, which is registered under the

Advisers Act, is another subsidiary of

the Adviser and serves as investment

adviser to the Acquiring Fund. The

Acquiring Fund began offering its shares

to the public in April 1998, however,

PIMCO provided its initial capital and,

therefore, currently owns a substantial

percentage of its outstanding shares.

4. On February 24, 1998, the board of

trustees of PIMS and, on March 5, 1998,

the board of trustees of MMS (together,

the ‘‘Boards’’), including a majority of

the disinterested trustees, approved an

Agreement and Plan of Reorganization

(the ‘‘Plan’’). The Plan provides for the

transfer (‘‘Reorganization’’) of the assets

of the Acquired Fund to the Acquiring

Fund in exchange for Class A, Class B

and Class C shares of the Acquiring

Fund (‘‘Merger Shares’’) that have an

aggregate net asset value equal to the

aggregate net asset value of the Class A,

Class B, and Class C shares of the

Acquired Fund on the date of exchange

(the ‘‘Exchange Date’’). On the Exchange

Date the Acquired Fund will distribute

on a pro rata basis Merger Shares the

value of which will be determined at

4:00 p.m., Eastern Standard Time or

such other time as may be agreed upon

in writing by the parties. The net asset

value of the Merger Shares of the

Acquiring Fund will be computed in the

manner set forth in the then-current

PIMS prospectus. The value of the

assets and liabilities of the shares of the

Acquired Fund will be determined by

the Acquiring Fund, in cooperation with

the Acquired Fund, pursuant to the

Acquiring Fund’s procedures, which are

substantially similar to the procedures

used by the Acquired Fund in

determining the fair market value of its

assets and liabilities.

5. No sales charge will be incurred by

shareholders of the Acquired Fund in

connection with their acquisition of

Acquiring Fund shares. Applicants state

that the investment objectives, policies

and restrictions of the Acquiring Fund

are substantially similar to those of the

Acquired Fund. The Advisor will bear

all costs and expenses of the

Reorganization incurred by the

Acquiring Fund. The Acquired Fund

will bear $24,241 of the costs and

expenses it incurs in the Reorganization,

with the Advisor bearing all costs and

expenses in excess of that amount. The

total costs and expenses of the

Reorganization are estimated to be

approximately $100,000 to $125,000.

6. The Boards determined that the

Reorganization is in the best interests of

the shareholders of the Funds and that
Federal Register / Vol. 63, No. 107 /Thursday, June 4, 1998 / Notices 30523

the current interests of the shareholders

of the Funds would not be diluted as a

result of the Reorganization. In assessing

the Reorganization, the Board of the

Acquired Fund considered: (a) Expense

ratios and information regarding fees

and expenses of the Funds; (b) terms

and conditions of the Reorganization,

including whether it would result in a

dilution of the Acquired Fund’s current

shareholders; (c) the compatibility of the

Acquiring Fund’s investment objectives,

policies and restrictions with those of

the Acquired Fund; (d) the expertise of

PIMCO in fixed income investing; (e)

the capabilities and resources of PIMCO

and its affiliates in the areas of

investment management and

shareholder servicing; (f) the growth

opportunities afforded by the proposed

Reorganization; (g) the tax consequences

of the Reorganization to the Acquired

Fund and its shareholders; and (h) the

direct and indirect costs to be incurred

by the Acquired Fund or its

shareholders.

7. A proxy statement/prospectus

describing the Reorganization, filed

with the Commission on Form N–14

and declared effective on April 22,

1998, was sent to shareholders of the

Acquired Fund in connection with the

solicitation of proxies for a special

meeting of the shareholders to be held

on June 19, 1998.

8. The Reorganization is subject to the

following conditions precedent: (a) That

the shareholders of the Acquired Fund

approved the Plan; (b) that the Funds

receive an opinion of tax counsel that

the proposed Reorganization will be taxfree for the Funds and their

shareholders; (c) that applicants will

receive from the SEC an exemption from

section 17(a) of the Act for the

Reorganization; and (d) if necessary, any

approval from the relevant state

securities administrator. Applicants

agree not to make any material changes

to the Reorganization 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 such a person, acting

as principal, from selling any security

to, or purchasing any security from the

company.

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

‘‘affiliated person of another person’’ to

include 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 of that company.

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 believe that they may

not rely on rule 17a–8 in connection

with the Reorganization because the

Funds may be deemed to be affiliated

persons, or affiliated persons of an

affiliated person, by reason other than

having a common investment adviser,

common directors, and/or common

officers. The Acquiring Fund began to

accept orders for the purchase of its

shares beginning in April 1998.

Applicants state, however, that PIMCO

currently owns a substantial percentage

of the Acquiring Fund’s outstanding

shares, consequently, it is possible that,

as of the Exchange Date, PIMCO may

own 5% or more, and possibly more

than 25% of the outstanding voting

securities of the Acquiring Fund.

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,

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.

6. Applicants submit that the

Reorganization satisfies the standards of

section 17(b). Applicants believe the

terms of the Reorganization are fair and

reasonable and do not involve

overreaching. Applicants state that the

Reorganization will be based on the

relative net asset values of the Funds’

shares. Applicants also state that the

primary investment objective for each

Fund is to seek high current income

exempt from federal income tax,

consistent with preservation of capital;.

It is a policy of each Fund that, under

normal market conditions, at least 80%

of its net assets will be invested in

Municipal Bonds. Applicants also state

that the Boards, including a majority of

the independent trustees, have made the

requisite determinations that the

participation of the relevant Fund in the

proposed Reorganization is in the best

interests of the Fund, and that such

participation will not dilute the

interests of shareholders of the Fund.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–14827 Filed 6–3–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26880]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

May 29, 1998.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated under the Act. All

interested persons are referred to the

application(s) and/or declaration(s) for

complete statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments is/are available for

public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

June 23, 1998, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing should

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After June 23, 1998, the application(s)

and/or declaration(s), as filed or as

amended, may be granted and/or

permitted to become effective.

WPS Resources Corporation (70–9179)

WPS Resources Corporation

(‘‘WPSR’’), 700 North Adams Street,

P.O. Box 19001, Green Bay, Wisconsin

54307–9001, an exempt public utility

holding company under section 3(a)(1)

of the Act, has filed an application

under sections 9(a)(2) and 10 of the Act.

WPSR proposes to acquire all of the

issued and outstanding voting securities

the ‘‘Common Stock’’) of Upper