Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices 36971

Department of Agriculture

Staff Assistant to the Chief, Natural

Resources Conservation Service.

Effective May 6, 1998.

Confidential Assistant to the Chief

Financial Officer. Effective May 6, 1998.

Confidential Assistant to the

Administrator, Economic Research

Service. Effective May 19, 1998.

Department of Commerce

Senior Advisor to the Director, Office

of Business Liaison. Effective May 12,

1998.

Director of Planning and Scheduling

to the Deputy Chief of Staff for External

Affairs. Effective May 12, 1998.

Director, Secretariat for Electronic

Commerce to the Assistant to the

Secretary and Director, Office of Policy

and Strategic Planning. Effective May

22, 1998.

Deputy Director of Advance to the

Director of Advance, ffice of External

Affairs. Effective May 26, 1998.

Department of Defense

Special Assistant for Health Care

Policy to the Assistant Secretary of

Defense for Legislative Affairs. Effective

May 15, 1998.

Department of Education

Director, Corporate Liaison to the

Assistant Secretary, Office of

Intergovernmental and Interagency

Affairs. Effective May 6, 1998.

Deputy Assistant Secretary for

Intergovernmental and Constituent

Relations to the Assistant Secretary,

Office of Intergovernmental and

Interagency Affairs. Effective May 21,

1998.

Department of Energy

Special Assistant for External

Programs to the Director, Office of

Nuclear Energy, Science and

Technology. Effective May 13, 1998.

Department of Health and Human

Services

Deputy Chief of Staff to the Chief of

Staff. Effective May 6, 1998.

Congressional Liaison Specialist to

the Deputy Assistant Secretary for

Legislation (Congressional Liaison).

Effective May 21, 1998.

Deputy Director for Operations to the

Director of Intergovernmental Affairs.

Effective May 21, 1998.

Deputy Director for Policy to the

Director of Intergovernmental Affairs.

Effective May 21, 1998.

Department of the Interior

Special Assistant to the Director,

Bureau of Land Management. Effective

May 6, 1998.

Communications Director to the

Assistant Secretary for Indian Affairs.

Effective May 20, 1998.

Special Assistant to the Director,

Office of Communications. Effective

May 21, 1998.

Department of Labor

Special Assistant to the Secretary of

Labor. Effective May 8, 1998.

Department of State

Staff Assistant to the Senior Advisor

to the Secretary and White House

Liaison. Effective May 14, 1998.

Protocol Assistant to the Deputy Chief

of Protocol. Effective May 22, 1998.

Federal Trade Commission

Special Assistant to the

Commissioner. Effective May 27, 1998.

General Services Administration

Special Assistant to the Regional

Administrator, Great Lakes Region.

Effective May 22, 1998.

Office of Management and Budget

Staff Assistant to the Director, Office

of Management and Budget. Effective

May 6, 1998.

Office of National Drug Control Policy

Press Relations Assistant (Typing) to

the Chief of Press Relations, Office of

Public Affairs. Effective May 12, 1998.

Office of Personnel Management

Confidential Assistant to the Chief of

Staff. Effective May 12, 1998.

Special Assistant to the Chief of Staff.

Effective May 12, 1998.

Office of the United States Trade

Representative

Congressional Affairs Specialist to the

Assistant United States Trade

Representative for Congressional

Affairs. Effective May 13, 1998.

Small Business Administration

Deputy Assistant Administrator for

Congressional and Legislative Affairs to

the Assistant Administrator for

Congressional and Legislative Affairs.

Effective May 14, 1998.

Special Assistant to the Associate

Deputy Administrator for Capital

Access. Effective May 14, 1998.

Special Assistant to the Senior

Advisor to the Administrator. Effective

May 22, 1998.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1954–1958 Comp., P. 218

Office of Personnel Management.

Janice R. Lachance,

Director.

[FR Doc. 98–18032 Filed 7–7–98; 8:45 am]

BILLING CODE 6325–01–P

RAILROAD RETIREMENT BOARD

Agency Forms Submitted for OMB

Review

SUMMARY: In accordance with the

Paperwork Reduction Act of 1995 (44

U.S.C. Chapter 35), the Railroad

Retirement Board (RRB) has submitted

the following proposal(s) for the

collection of information to the Office of

Management and Budget for review and

approval.

Summary of Proposal(s)

(1) Collection title: Earnings

Information Request.

(2) Form(s) submitted: G–19–F.

(3) OMB Number: 3220–0184.

(4) Expiration date of current OMB

clearance: 9/30/1998.

(5) Type of request: Revision of a

currently approved collection.

(6) Respondents: Individuals or

households.

(7) Estimated annual number of

respondents: 1,500.

(8) Total annual responses: 1,500.

(9) Total annual reporting hours: 200.

(10) Collection description: Under

Section 2 of the Railroad Retirement

Act, an annuity is not payable or is

reduced for any month(s) in which the

beneficiary works for a railroad or earns

more than prescribed amounts. The

collection obtains earnings information

not previously or erroneously reported

by a beneficiary.

Additional Information or Comments:

Copies of the form and supporting

documents can be obtained from Chuck

Mierzwa, the agency clearance officer

(312–751–3363). Comments regarding

the information collection should be

addressed to Ronald J. Hodapp, Railroad

Retirement Board, 844 North Rush

Street, Chicago, Illinois 60611–2092 and

the OMB reviewer, Laura Oliven (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, D.C.

20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 98–18072 Filed 7–7–98; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23295; 812–11106]

First American Investment Funds, Inc.

et al.; Notice of Application

June 30, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).
36972 Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices

1FAIF was incorporated in 1987 as ‘‘SECURAL

Mutual Funds, Inc.’’ and changed its name to ‘‘First

American Investment Funds, Inc.’’ in 1991.

2 5% or more of the outstanding shares of each

Acquired Fund and its corresponding Acquiring

Fund are owned by the Piper Affiliates, the U.S.

Bancorp Affiliates, or both, except for AAF and

FAIF Fixed Income Fund. AAF and FAIF Fixed

Income Fund cannot rely on rule 17a–8 because

defined benefit plans to which the U.S. Bancorp

Affiliates have funding obligations own more than

5% of FAIF Fixed Income Fund.

3The Acquired Funds and the corresponding

Acquiring Funds are: (i) PFI Small Company

Growth Fund and FAIF Small Cap Growth Fund;

(ii) PFI Emerging Growth Fund and FAIF Mid Cap

ACTION: Notice of application under

section 17(b) of the Investment

Company Act of 1940 (the ‘‘Act’’) for an

exemption from section 17(a) of the Act.

SUMMARY OF APPLICATION: Order

requested to allow certain series of a

registered open-end investment

company to acquire all of the assets and

liabilities of: (i) certain series of three

registered open-end investment

companies, and (ii) five registered

closed-end investment companies.

Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

APPLICANTS: First American Investment

Funds, Inc. (‘‘FAIF’’), U.S. Bank

National Association (‘‘U.S. Bank’’),

Piper Funds Inc. (‘‘PFI’’), Piper Funds

Inc.-II (‘‘PFI–II’’), Piper Global Funds

Inc. (‘‘PGF’’), the Americas Income

Trust Inc. (‘‘XUS’’), Highlander Income

Fund Inc. (‘‘HLA’’), American

Government Income Fund Inc. (‘‘AGF’’),

American Government Income Portfolio,

Inc. (‘‘AAF’’), American Opportunity

Income Fund Inc. (‘‘OIF’’), and Piper

Capital Management Incorporated

(‘‘Piper Capital’’).

FILING DATES: The application was filed

on April 15, 1998. Applicants have

agreed to file an additional amendment,

the substance of which is incorporated

in this notice, during the notice period.

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 July

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: FAIF, Oaks, PA 19456; U.S.

Bank, First Bank Place, 601 Second

Avenue South, Minneapolis, MN 55480;

PFI, PFI–II, PGF, XUS, HLA, AGF, AAF,

OIF, and Piper Capital, 222 South Ninth

Street, Minneapolis, MN 55402–3804.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Senior Counsel, at

(202) 942–0553, or Christine Y.

Greenlees, 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 at the SEC’s

Public Reference Branch, 450 Fifth

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

(tel. 202–942–8090).

Applicants’ Representations

1. XUS, HLA, AGF, AAF, and OIF,

each a Minnesota corporation, are

closed-end management investment

companies registered under the Act

(collectively, the ‘‘Piper Closed-End

Funds’’). PFI, PFI–II, and PGF, each a

Minnesota corporation, are open-end

management investment companies

registered under the Act (collectively;

the ‘‘Piper Open-End Funds’’). Each of

the Piper Open-End Funds offers shares

in certain series, some of which,

together with the Piper Closed-End

Funds, constitute the ‘‘Acquired

Funds.’’ PFI offers shares in 12 series,

seven of which will be Acquired Funds.

PFI–II offers a single portfolio, which

will be an Acquired Fund. PGF offers

two portfolios, each of which will be an

Acquired Fund.

2. Piper Capital, a wholly-owned

subsidiary of Piper Jaffray Companies

Inc. (‘‘Piper Jaffray’’), is registered under

the Investment Advisers Act of 1940

(the ‘‘Advisers Act’’) and is the

investment adviser to the Acquired

Funds. In addition to Piper Capital,

Piper Jaffray’s wholly-owned

subsidiaries include Piper Jaffray Inc.

(‘‘Piper’’), a broker-dealer, and Piper

Trust Company (‘‘Piper Trust’’), which

provides trust services to individuals

and institutions. Piper Capital, Piper,

Piper Trust, and their affiliates, all of

which are part of a common control

group (the ‘‘Piper Affiliates’’), hold of

record more than 5% of the outstanding

shares of certain Acquired Funds.

3. FAIF, 1 a Maryland corporation, is

an open-end investment company

registered under the Act. FAIF currently

offers shares in 24 series, seven of

which will be ‘‘Acquiring Funds’’ (the

‘‘Existing FAIF Funds’’). FAIF is

creating several new series, four of

which also will be Acquiring Funds (the

‘‘New FAIF Funds’’). The Acquired

Funds and the Acquiring Funds

collectively are referred to as the

‘‘Funds.’’

4. U.S. Bank serves as investment

adviser for the Existing FAIF Funds, and

will serve as investment adviser for the

New FAIF Funds. U.S. Bank is exempt

from registration under the Advisers

Act. U.S. Bank is a wholly-owned

subsidiary of U.S. Bancorp, as is U.S.

Bank Trust National Association (‘‘U.S.

Trust’’). U.S. Bank, U.S. Trust, and their

affiliates, all of which are part of a

common control group (the ‘‘U.S.

Bancorp Affiliates’’) hold of record more

than 5% of the outstanding shares of

certain Acquiring Funds. In addition,

defined benefit plans for which the U.S.

Bancorp Affiliates have funding

obligations own more than 5% of the

outstanding shares of certain Acquiring

Funds.2

5. On May 1, 1998, U.S. Bancorp

acquired Piper Jaffray (the ‘‘Merger’’).

As a result of the Merger, Piper Capital

became an indirect wholly-owned

subsidiary of U.S. Bancorp. In addition,

U.S. Bank and U.S. Trust became

affiliated with Piper Jaffray, Piper

Capital, Piper Trust, and Piper, and all

of these entities became part of a

common control group.

6. On February 23, 1998, the board of

directors of FAIF (the ‘‘FAIF Board’’),

including the disinterested directors,

unanimously approved each of the

reorganizations (the ‘‘Reorganizations’’).

On April 13, 1998, the boards of

directors of the Piper Open-End Funds,

XUS and HLA, including in each case

the disinterested directors, unanimously

approved the Reorganizations, including

draft versions of the reorganization

agreements between FAIF and the

Acquired Funds (the ‘‘Reorganization

Agreements’’). On April 27, 1998, the

boards of directors of AGF, AAF, and

OIF, including in each case the

disinterested directors, unanimously

approved the Reorganizations. The

consummation of the Reorganizations is

expected to occur on or about July 24,

1998, for XUS and HLA, July 31, 1998,

for the Piper Open-End Funds, and

August 31, 1998, for AGF, AAF, and OIF

(each, a ‘‘Closing’’).

7. Pursuant to the Reorganization

Agreements, each Acquiring Fund

proposes to acquire all of the assets and

assume all of the liabilities of its

corresponding Acquired Fund in

exchange for shares of designated

classes of the Acquiring Fund based on

the Funds’ relative net asset values.3
Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices 36973

Growth Fund; (iii) PFI Growth Fund and FAIF

Large Cap Growth Fund; (iv) PFI Growth and

Income Fund and FAIF Large Cap Value Fund; (v)

PFI Balanced Fund and FAIF Balanced Fund; (vi)

PFI Intermediate Bond Fund and FAIF Intermediate

Term Income Fund; (vii) PFI Government Income

Fund and FAIF Fixed Income Fund; (viii) PGF

Pacific European Growth Fund and FAIF

International Fund; (ix) PGF Emerging Markets

Growth Fund and FAIF Emerging Markets Fund; (x)

PFI–II Adjustable Rate Mortgage Securities Fund

and FAIF Adjustable Rate Mortgage Securities

Fund; (xi) The Americas Income Trust and FAIF

Strategic Income Fund; (xii) Highlander Income

Fund and FAIF Strategic Income Fund; (xiii)

American Government Income Fund and FAIF

Fixed Income Fund; (xiv) American Government

Income Portfolio and FAIF Fixed Income Fund; and

(xv) American Opportunity Income Fund and FAIF

Fixed Income Fund.

4The Boards noted that no sales charge will be

imposed on any of the Acquiring Fund shares to be

issued in the Reorganizations.

The number of Acquiring Fund shares

to be issued in exchange for each

Acquired Fund share of each class will

be determined by dividing the net asset

value of one Acquiring Fund share of

the appropriate corresponding class by

the net asset value of one Acquired

Fund share of that class, computed as of

the close of trading on the New York

Stock Exchange on the date that the

conditions to closing are satisfied or on

a later date as the parties may agree (the

‘‘Effective Time’’). Each Reorganization

Agreement provides that, at the

Effective Time, each Acquiring Fund

will issue and distribute pro rata to its

corresponding Acquired Fund’s

shareholders of record, determined as of

the Effective Time, the Acquiring Fund

shares issued in exchange for the

Acquired Fund shares. Afterwards, no

additional shares representing interests

in the Acquired Fund will be issued,

and the Acquired Fund will be

liquidated. The distribution will be

accomplished by the issuance of the

Acquiring Fund shares to open accounts

on the share records of the Acquiring

Fund in the names of the Acquired

Fund shareholders representing the

number of Acquiring Fund shares due

each shareholder pursuant to the

Reorganization Agreement.

Simultaneously, all issued and

outstanding shares of the Acquired

Fund will be canceled on the books of

the Acquired Fund.

8. The Existing FAIF Funds offer

shares in three classes (Classes A, B, and

Y). The New FAIF Funds will offer

shares in two classes (Classes A and Y).

Only Class A and Class Y shares will be

issued in the Reorganizations. Class A

shares are not subject to a front-end

sales charge. Purchases of $1 million or

more are not subject to an initial sales

charge, but are subject to a contingent

deferred sales charge (‘‘CDSC’’) if

redeemed within 24 months after

purchase. Class A shares are subject to

shareholder servicing fees under a rule

12b–1 plan. Class Y shares are not

subject to a front-end, contingent

deferred, or other sales charge, a

redemption fee, or rule 12b–1

distribution or shareholder servicing

fees.

9. The Piper Open-End Funds offer

shares in three classes (Classes A, B and

Y). Class A shares are subject to a frontend sales charge. Purchases of $500,000

or more are not subject to an initial sales

charge, but are subject to a CDSC if the

shares are redeemed within a certain

time period from the date of purchase.

Class A shares of some of the Acquired

Funds are subject to distribution and

shareholder servicing fees under rule

12b–1 plans. Class B shares are subject

to a front-end sales charge but may be

subject to a CDSC. Class B shares are

subject to shareholder servicing fees

under rule 12b–1 plans. Class Y shares

are not subject to either a front-end,

contingent deferred, or other sales

charge, a redemption fee, or rule 12b–

1 distribution or shareholder servicing

fees. Each Piper Closed-End Fund has

one class of shares, which is traded on

the New York Stock Exchange (except

shares of HLA, which are traded on the

American Stock Exchange). Investors

thus incur brokerage commissions when

purchasing and selling these shares.

10. As a result of the Reorganizations,

holders of Class A and B shares of the

Piper Open-End Funds will become

holders of Class A shares of the

corresponding Acquiring Funds, and

holders of Class Y shares of the Piper

Open-End Funds will become holders of

Class Y shares of the corresponding

Acquiring Funds. Shareholders of the

Piper Closed-End Funds will receive

Class A shares of the corresponding

Acquiring Funds. No sales charge will

be imposed on any of the Acquiring

Fund shares to be issued to Acquired

Fund shareholders in the

Reorganizations.

11. The Funds pay to their respective

investment advisers annual investment

advisory fees. U.S. Bank has agreed that,

for a two year period commencing on

the Closing, it will waive fees and

reimburse expenses to the Acquiring

Funds to the extent necessary so that no

Acquiring Fund will have total

operating expenses in excess of those

currently applicable to the

corresponding Acquired Fund, except

with respect to the Class Y shares of

Piper Intermediate Bond Fund and OIF.

12. The investment objectives of each

Acquired Fund and its corresponding

Acquiring Fund are similar. The

investment policies and restrictions of

each Acquired Fund and its

corresponding Acquiring Fund also are

similar, but in some cases involve

differences that reflect the differences in

the general investment strategies

utilized by the Funds.

13. The FAIF Board and the boards of

directors of the Piper Open-End Funds

and the Piper Closed-End Funds

(collectively, the ‘‘Piper Boards,’’ and

together with the FAIF Board, the

‘‘Boards’’), including in each case a

majority of their disinterested directors,

found that participation in the

Reorganizations is in the best interests

of each Acquired Fund and Acquiring

Fund, and that the interests of existing

shareholders of those Funds will not be

diluted as a result of the

Reorganizations.

14. In approving the Reorganizations,

the Boards considered, among other

things: (a) the compatibility of the

investment objectives, policies, and

restrictions of each Acquired Fund and

its corresponding Acquiring Fund; (b)

the advantages of each Reorganization;

(c) the tax-free nature of the

Reorganizations; (d) the terms and

conditions of the Reorganization

Agreements; (e) costs associated with

the Reorganizations; and (f) investment

advisory fees, rule 12b–1 fees, and sales

charges that would become applicable

to Acquired fund shareholders as a

result of the Reorganizations.4

15. In addition, the Piper Boards

considered, among other things: (a) the

potential effect of the Reorganizations

on the shareholders of the Acquired

Funds; (b) the capabilities of U.S. Bank

and other service providers to the

Acquiring Funds; (c) the investment

advisory and other fees paid by the

Acquiring Funds, and the historical and

projected expense ratios of the

Acquiring funds as compared to those of

the Acquired funds; (d) the potential

economies of scale that may result from

the Reorganization, given the fact that

each of the Acquiring Funds, except for

the New FAIF Funds, is larger than the

corresponding Acquired Fund; (e) U.S.

Bank’s agreement to pay the expenses

incurred in connection with the

Reorganizations (except as described

below), and to waive fees and reimburse

expenses for the two year period

commencing on the Closing; and (f) the

effect on the shareholders of the Piper

Closed-End Funds of a change from a

closed-end investment company to a

series of an open-end investment

company. Also, with respect to the

Piper Closed-End Funds, the board of

directors of the Piper Closed-End Funds

considered alternative structures.

16. U.S. Bank will be responsible for

the expenses incurred in connection
36974 Federal Register / Vol. 63, No. 130 /Wednesday, July 8, 1998 / Notices

with the Reorganizations, except the

normal expenses incurred for regular

annual meetings of the Piper ClosedEnd Funds, which will be borne by the

Piper Closed-End Funds.

17. The Reorganization Agreements

may be terminated prior to the Closing

upon the mutual consent of both the

respective Acquired Fund and FAIF, or

by either the respective Acquired Fund

or Acquiring Fund if its board of

directors determines that proceeding

with the Reorganization is inadvisable.

18. Registration statements on Form

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

were filed with the SEC on behalf of

PFI, PFI–II, PGF, XUS and HLA on April

15, 1998. An N–14 Registration

Statement was filed on behalf of AGF,

AAF and OIF on May 18, 1998.

Applicants mailed a prospectus/proxy

statement to shareholders of the

Acquired Funds (except AGF, AAF and

OIF) on May 29, 1998. Applicants

expect to mail a prospectus/proxy

statement to shareholders of AGF, AAF

and OIF on or about June 30, 1998.

19. Each Reorganization is subject to

a number of conditions, including: (a)

the Acquired Fund shareholders will

have approved the Reorganization

Agreement; (b) the Acquired Fund will

have received an opinion of counsel

with respect to the federal income tax

aspects of the Reorganization; (c)

applicants will have received exemptive

relief from the SEC with respect to the

issues that are the subject of the

application; (d) the N–14 Registration

Statements will have become effective;

and (e) each Acquired Fund will have

declared a dividend and/or other

distribution in order to distribute all of

its investment company taxable income,

exempt-interest income, and realized

net capital gain, if any for the taxable

year. Applicants agree not to make any

material changes to the Reorganization

Agreements 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.

The U.S. Bancorp Affiliates hold of

record more than 5% of the outstanding

shares of certain Acquiring Funds and

hold or share voting power and/or

investment discretion with respect to a

portion of those shares. In addition,

defined benefit plans to which the U.S.

Bancorp Affiliates have funding

obligations own more than 5% of

certain Acquiring Funds. The Piper

Affiliates hold of record more than 5%

of the outstanding shares of certain

Acquired Funds and hold or share

voting power and/or investment

discretion with respect to a portion of

those shares. Because of these

ownership interests, and the fact that, as

a result of the Merger, the U.S. Bancorp

Affiliates are ‘‘affiliated persons’’ of the

Acquired Funds and the Piper Affiliates

are ‘‘affiliated persons’’ of the Acquiring

Funds because they are under the

common control of U.S. Bancorp, the

Acquiring Funds may be deemed

affiliated persons of affiliated persons of

the Acquired Funds, and vice versa, for

reasons not based solely on their

common adviser. Consequently,

applicants 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

Reorganization.

4. 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, and 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), in

that the terms are fair and reasonable

and do not involve overreaching on the

part of any person concerned.

Applicants note that the Boards,

including in each case a majority of

their disinterested directors, found that

participation in a Reorganization is in

the best interests of each Acquired Fund

and its corresponding Acquiring fund,

and the intersts of 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 the

Acquiring Funds’ shares will be based

on the Funds’ relative net asset values.

For the SEC, by the Division of Investment

Manangement, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–18005 Filed 7–7–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (International FiberCom,

Inc., Common Stock, No Par Value;

Common Stock Purchase Warrant) File

No. 1–13278

July 1, 1998.

Internation FiberCom, Inc.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified securities

(‘‘Securities’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities from

listing and registration include the

following:

The Securities have been listed for

trading on the Nasdaq SmallCap Market,

the BSE, and the Philadelphia Stock

Exchange, Inc. (‘‘PHLX’’).

On June 8, 1998, the Company

provided the BSE with certified

resolutions of the Board of Directors

authorizing the withdrawal of its

Securities from listing on the BSE and

also provided detailed reasons for such

proposed withdrawal, and the facts in

support thereof. In deciding to

withdraw its Securities from listing on

the BSE, the Company considered the

direct and indirect costs and expenses

attendant to maintaining multiple

listing of its Securities on the Nasdaq

SmallCap Market, the BSE, and the

PHLX. Due to the low level of trading

volume on the BSE and the recent