Federal Register / Vol. 63, No. 128 / Monday, July 6, 1998 / Notices 36453

1All investment companies that currently intend

to rely on the order have been named as applicants,

Continued

be final when the extension expires if a

hearing request has not been received.

An answer or a request for hearing shall

not stay the immediate effectiveness of

this Order.

For the Nuclear Regulatory Commission.

Dated at Rockville, Maryland this 26th day

of June 1998.

Samuel J. Collins,

Director, Office of Nuclear Reactor

Regulation.

[FR Doc. 98–17773 Filed 7–2–98; 8:45 am]

BILLING CODE 7590–01–P

NUCLEAR REGULATORY

COMMISSION

[Docket No. 50–22]

Westinghouse Electric Corporation

(CBS Corporation) Westinghouse Test

Reactor; Environmental Assessment

and Finding of No Significant Impact

The U.S. Nuclear Regulatory

Commission (the Commission) is

considering issuance of an amendment

to Facility License No. TR–2, now held

by the CBS Corporation, formerly

named the Westinghouse Electric

Corporation. The license authorizes

possession only of the Westinghouse

Test Reactor (WTR), located in

Westmoreland County, Pennsylvania.

Environmental Assessment

Identification of the Proposed Action

The proposed action would amend

Facility License No. TR–2 for the WTR

to reflect the change in the legal name

of the licensee from Westinghouse

Electric Corporation to CBS

Corporation, which occurred on

December 1, 1997.

The proposed action is in accordance

with the licensee’s application for

amendment dated December 22, 1997,

as supplemented on June 15, 1998.

Need for the Proposed Action

The proposed action is needed to

accurately reflect the legal name of the

licensee.

Environmental Impacts of the Proposed

Action

The proposed action does not modify

the WTR facility configuration,

procedures or requirements, or affect

licensed activities. The employees

responsible for the licensed WTR

facility will still be responsible

notwithstanding the new name of the

licensee. The proposed action will not

affect the financial qualifications of the

licensee to possess and decommission

the facility.

In light of the foregoing, the

Commission concludes that the change

will not increase the probability or

consequences of accidents, no changes

are being made in the types of any

effluents that may be released offsite,

and there will be no significant increase

in the allowable individual or

cumulative occupational radiation

exposure. Accordingly the Commission

concludes that there are no significant

radiological environmental impacts

associated with the proposed action.

With regard to potential

nonradiological impacts, the proposed

action is administrative in nature and

does not involve any physical features

of the plant. Thus, it does not affect

nonradiological plant effluents and has

no other environmental impact.

Accordingly, the Commission concludes

that there are no significant

nonradiological environmental impacts

associated with the proposed action.

Alternatives to the Proposed Action

Since the Commission has concluded

there is no measurable environmental

impact associated with the proposed

action, any alternatives with equal or

greater environmental impact need not

be evaluated. As an alternative to the

proposed action, the staff considered

denial of the proposed action. Denial of

the application would result in no

change in current environmental

impacts. The environmental impacts of

the proposed action and the alternative

action are similar.

Alternative Use of Resources

No alternatives appear that will have

different or lesser effect on the use of

available resources.

Agencies and Persons Contacted

In accordance with its stated policy,

on June 23, 1998, the NRC staff

consulted with the Pennsylvania State

Official, Ray Woods, of the Bureau of

Radiation Protection, Pennsylvania

Department of Environmental

Protection, regarding the environmental

impact of the proposed action. The State

official had no comments.

Finding of No Significant Impact

Based upon the environmental

assessment, the Commission concludes

that the proposed action will not have

a significant effect on the quality of the

human environment. Accordingly, the

Commission has determined not to

prepare an environmental impact

statement for the proposed action.

For further details with respect to the

proposed action, see the licensee’s

submittals dated December 22, 1997 and

June 15, 1998, which are available for

public inspection at the Commission’s

Public Document Room, the Gelman

Building, 2120 L Street, NW.,

Washington DC.

Dated at Rockville, Maryland, this 26th day

of June 1998.

For the Nuclear Regulatory Commission.

Seymour H. Weiss,

Director, Non-Power Reactors and

Decommissioning Project Directorate,

Division of Reactor Project Management,

Office of Nuclear Reactor Regulation.

[FR Doc. 98–17774 Filed 7–2–98; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Rel No. IC–23287; 812–10696]

Cash Management Portfolio, et al.;

Notice of Application

June 26, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under sections 6(c) and 17(b)

of the Investment Company Act of 1940

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

Act.

SUMMARY OF APPLICATION: Applicants

seek an order to permit redemption inkind of shares of certain registered

investment companies by certain

shareholders who are affiliated persons

of the investment companies.

APPLICANTS: Cash Management Portfolio,

Treasury Money Portfolio, Tax Free

Money Portfolio, NY Tax Free Money

Portfolio, International Equity Portfolio,

Utility Portfolio, Equity 500 Index

Portfolio, Short/Intermediate U.S.

Government Securities Portfolio, Asset

Management Portfolio, Capital

Appreciation Portfolio, Intermediate

Tax Free Portfolio, BT Investment

Portfolios (each a ‘‘Portfolio’’), BT

Investment Funds, BT Institutional

Funds, BT Pyramid Mutual Funds, BT

Advisor Funds (each a ‘‘Fund’’), and

Bankers Trust Company (the

‘‘Investment Advisor’’). Applicants also

request relief for each subsequently

created series of the Funds and the

Portfolios and any other registered

open-end investment company advised

by, or substantially all of whose assets

are invested in a Portfolio advised by,

the Investment Advisor or any entity

controlling, controlled by or under

common control with the Investment

Advisor.1
36454 Federal Register / Vol. 63, No. 128 / Monday, July 6, 1998 / Notices

and any other existing or future investment

company that subsequently may rely on the order

will comply with its terms and conditions.

2Each of the Funds, other than the

PreservationPlus Fund, has elected to be governed

by rule 18f–1 under the Act. Any redemption inkind by the Fund, therefore, will comply with the

requirements of that rule.

3The PreservationPlus Fund may incur costs in

obtaining Cloned Wrapper Agreements from

Wrapper Providers. These costs will be payable

from, and are not expected to exceed, any

applicable redemption fee.

FILING DATES: The application was

filed on June 6, 1997, and amended on

March 17, 1998.

HEARING OR NOTIFICATION OF HEARING:

An order granting the requested relief

will be issued unless the SEC orders a

hearing. Interested persons any 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

21, 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 may

request notification of a hearing by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street, NW, Washington, DC 20549.

Applicants, 130 Liberty Street, New

York, NY 10006.

FOR FURTHER INFORMATION CONTACT: Lisa

McCrea, Attorney Adviser, at (202) 942–

0562, 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 at the SEC’s

Public Reference Branch, 450 5th Street,

NW, Washington, DC 20549 (tel. 202–

942–8090).

Applicants’ Representations

1. Each of the Funds and the

Portfolios is registered as an open-end

management investment company

under the Act. The Investment Advisor,

a New York banking corporation and a

wholly-owned subsidiary of Bankers

Trust New York Corporation, is exempt

from registration under the Investment

Advisers Act of 1940. The Investment

Advisor serves an investment adviser to

each of the Portfolios and certain of the

Funds. Certain other Funds are feeder

funds (‘‘Feeder Funds’’) in a masterfeeder structure and seek to achieve

their investment objectives by investing

all of their assets in a Portfolio with an

identical investment objective.

2. Shares of the BT PreservationPlus

Fund (the ‘‘PreservationPlus Fund’’), a

Feeder Fund that is a series of the BT

Pyramid Mutual Funds, are offered

solely to participant-directed employee

benefit plans meeting specific criteria

(‘‘Plans’’). The PreservationPlus Fund

invests all of its assets in the

PreservationPlus Portfolio. The

PreservationPlus Portfolio’s investment

objective is a high level of current

income while seeking to maintain a

stable value per share.

3. Each of the Portfolios, including the

PreservationPlus Portfolio, is authorized

to sell its shares to investors other than

Feeder Funds. The PreservationPlus

Fund, however, is the sole shareholder

of the PreservationPlus Portfolio.

4. The PreservationPlus Portfolio

enters into contracts (‘‘Wrapper

Agreements’’) with financial

institutions, such as insurance

companies and banks (‘‘Wrapper

Providers’’), that are intended by the

PreservationPlus Portfolio to stabilize

the value per share of the

PreservationPlus Portfolio and the

PreservationPlus Fund by offsetting

fluctuations in the value of the portfolio

securities under certain conditions.

Each Wrapper Agreement obligates the

Wrapper Provider to maintain the book

value of a portion of the

PreservationPlus Portfolio’s assets

(‘‘Covered Assets’’) up to a specified

maximum dollar amount, upon the

occurrence of certain events.

5. Applicants request relief to permit

in-kind redemptions of shares of the

Portfolios and/or the Funds by (a) any

shareholder of a Fund that owns five

percent or more of the outstanding

voting securities of the Fund; (b) any

shareholder of a Feeder Fund that owns

five percent or more of the outstanding

voting securities of a Portfolio; and (c)

any shareholder of a Portfolio, other

than a Feeder Fund, that owns five

percent or more of the outstanding

voting securities of the Portfolio

(collectively, ‘‘Affiliated

Shareholders’’).2 With respect to the

PreservationPlus Fund, the requested

relief would extend only to nonparticipant directed redemptions by

Plans, and only to redemptions that

exceed $500,000 or 1% of the net asset

value of the PreservationPlus Fund.

6. Under the requested relief, the

PreservationPlus Fund would make a

redemption in-kind in portfolio

securities and in Wrapper Agreements.

The PreservationPlus Fund would

assign to the redeeming Plan one or

more Wrapper Agreements (the ‘‘Cloned

Wrapper Agreements’’) issued by the

Wrapper Providers covering the

portfolio securities distributed in-kind.

The Cloned Wrapper Agreements would

represent the redeeming Plan’s

proportional interest in Wrapper

Agreements covering the

PreservationPlus Fund’s assets covered

by Wrapper Agreements. The terms and

conditions of the Cloned Wrapper

Agreements provided to a redeeming

Plan will be the same or substantially

similar to the terms and conditions of

the Wrapper Agreements held by the

PreservationPlus Portfolio.3 The

distribution of portfolio securities and

Cloned Wrapper Agreements to a

redeeming Plan will be proportionate to

each other in order to achieve the

PreservationPlus Funds’ investment

objective of maintaining a stable value

per share for both the redeeming Plan

and the PreservationPlus Fund’s

remaining shareholders.

7. The PreservationPlus Portfolio

intends to make in-kind distributions of

mortgage-backed securities in its

portfolio based upon groups or

‘‘baskets’’ of such securities, all of

which share common characteristics,

rather than a pro-rata basis of each

individual pool of mortgages.

Consequently, rather than receiving a

pro-rata distribution of every individual

mortgage pool, a redeeming Plan will

receive a pro-rata distribution of

securities from each different type of

mortgage pool (each a ‘‘Basket’’),

proportionate to the PreservationPlus

Portfolio’s holdings. The Baskets would

be determined by application of the

Lehman Brothers Mortgage-Backed

Securities Index. A redeeming

shareholder would receive a pro-rata

share of each Basket of securities held

by the PreservationPlus Portfolio.

Legal Analysis

1. Section 17(a)(2) of the Act makes it

unlawful for an affiliated person of a

registered investment company or an

affiliated person of such a person, acting

as principal, to knowingly ‘‘purchase’’

from such registered investment

company any security or other property

(except securities of which the seller is

the issuer). Section 2(a)(3)(A) of the Act

defines affiliated person to include any

person owning 5% or more of the

outstanding voting securities of such

other person.

2. Section 17(b) authorizes the SEC to

exempt a proposed transaction from

section 17(a) provided that: (a) the terms

of the proposed transaction, including

the consideration to be paid or received,

are fair and reasonable and do not

involve overreaching on the part of any

person concerned; (b) the transaction is
Federal Register / Vol. 63, No. 128 / Monday, July 6, 1998 / Notices 36455

consistent with the policy of the

investment company, as recited in its

registration statement and reports filed

under the Act; and (c) the proposed

transaction is consistent with the

general purposes of the Act.

3. Section 6(c) of the Act provides that

the SEC may exempt classes of persons

or transactions from the Act, where an

exemption is necessary or appropriate

in the public interest and consistent

with the protection of investors and the

purposes fairly intended by the policy

and provisions of the Act.

4. Applicants request an order under

sections 6(c) and 17(b) of the Act

exempting applicants from section 17(a)

of the Act to permit Affiliated

Shareholders to redeem their shares inkind. The requested order would not

apply to redemptions by shareholders

who are affiliated persons of a Fund or

Portfolio within the meaning of sections

2(a)(3) (B) through (F) of the Act.

5. Applicants submit that the

proposed transactions meet the

standards set forth in sections 6(c) and

17(b) of the Act. Applicants believe that

the use of proposed objective standards

for the selection and valuation of

securities to be distributed in an in-kind

redemption to an Affiliated Shareholder

will ensure that the proposed

transactions will be on terms that are

reasonable and fair to the Portfolios, the

Affiliated Shareholders, and nonAffiliated Shareholders, and will not

involve overreaching on the part of any

person.

6. Applicants submit that the

proposed transactions are consistent

with the investment policy of each Fund

and Portfolio. Applicants further submit

that the proposed transactions are

consistent with the general purposes of

the Act because no Affiliated

Shareholder would receive any

advantage over any other shareholder if

the proposed transactions are effected.

Affiliated Shareholders who wish to

redeem shares would receive the same

in-kind distribution of securities, and in

the case of the PreservationPlus Fund,

Cloned Wrapper Agreements, and cash

on the same basis as other shareholders

wishing to redeem their shares.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief will be

subject to the following conditions:

1. The portfolio securities distributed

to Affiliated Shareholders and nonAffiliated Shareholders pursuant to a

redemption in-kind (the ‘‘In-Kind

Portfolio Securities’’) will be limited to

securities that are traded on a public

securities market or for which quoted

bid and asked prices are available.

2. The In-Kind Portfolio Securities

will be distributed to Affiliated

Shareholders on a pro rata basis after

excluding: (a) securities which, if

distributed, would be required to be

registered under the Securities Act of

1933; and (b) securities issued by

entities in countries which restrict or

prohibit the holding of securities by

non-nationals other than through

qualified investment vehicles, such as

the Portfolios. 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 that are not readily

distributable (including receivables and

prepaid expenses), net of all liabilities

(including accounts payable). In

addition, cash will be distributed in lieu

of portfolio securities not amounting to

round lots or fractional shares.

3. The terms and conditions of the

Cloned Wrapper Agreements will be

substantially similar to those Wrapper

Agreements held by the

PreservationPlus Portfolio.

4. The board of trustees of a Fund or

Portfolio (‘‘Board’’), including a majority

of the disinterested trustees, will

determine no less frequently than

annually: (a) whether the In-Kind

Portfolio Securities and Cloned Wrapper

Agreements have been distributed in

accordance with conditions 1, 2 and 3;

and (b) whether the distribution of any

such In-Kind Portfolio Securities and

Cloned Wrapper Agreements is

consistent with the policies of the

relevant Fund or Portfolio as reflected in

the prospectus of the Fund or the

Portfolio. In addition, each Board shall

make and approve such changes as the

Board deems necessary in its procedures

for monitoring compliance by

applicants with the terms and

conditions of the application.

5. The relevant Fund or Portfolio will

maintain and preserve for a period of

not less than six years from the end of

the fiscal year in which any redemption

in-kind to an Affiliated Shareholder

occurred, the first two years in an easily

accessible place, a written record of

each such redemption setting forth a

description of each security distributed,

the identity of the Affiliated

Shareholder, the terms of the

distribution, and the information or

materials upon which the valuation was

made.

6. In-Kind Portfolio Securities and

Cloned Wrapper Agreements distributed

to Affiliated Shareholders and nonAffiliated Shareholders will be valued

in the same manner as they would be

valued for computing a Fund’s or a

Portfolio’s net asset value per share.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–17712 Filed 7–2–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Releases No. IC–23289, 812–11120]

The Evergreen Equity Trust, et al.;

Notice of Application

June 26, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order 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: Applicants

request an order to permit certain series

of registered open-end management

investment companies to acquire all of

the assets and certain stated liabilities of

certain series of another registered openend management investment company.

APPLICANTS: Evergreen Equity Trust,

Evergreen Select Equity Trust,

Evergreen International Trust, Evergreen

Fixed Income Trust, Evergreen Select

Fixed Income Trust, Evergreen

Municipal Trust, Evergreen Money

Market Trust, Evergreen Select Money

Market Trust (together with their series,

the ‘‘Evergreen Funds’’), CoreFunds,

Inc. (with its series, the ‘‘CoreFunds’’

and together with the Evergreen Funds,

the ‘‘Funds’’), and First Union National

Bank (‘‘FUND’’).

FILING DATES: The application was filed

on April 23, 1998 and amended on June

24, 1998. Applicants have agreed to file

an amendment during the notice period,

the substance of which is reflected in

this notice.

HEARING ON NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request 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 21, 1998, and

should be accompanied by proof of

service on the applicants, in the form of

an affidavit or, for lawyers, a certificate

or 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.