Federal Register / Vol. 63, No. 143 / Monday, July 27, 1998 / Notices 40143

3Specifically, the NCUC authorized Frontier

Pacific and Frontier Utilities to contribute

approximately $12 million of equity and capital to

Frontier Energy. In addition, the NCUC authorized

Frontier Energy to borrow $40 million, subject to

certain conditions.

natural gas distribution system in seven

counties in northwestern North

Carolina. By order dated March 9, 1998,

the NCUC approved various proposals

by Frontier Utilities and Frontier Energy

related to the financing for the

construction of this gas system,

including participation by Frontier

Pacific as an equity investor in Frontier

Energy.3 In addition, the NCUC

authorized Frontier Utilities to transfer

the Certificates to Frontier Energy.

Frontier Energy commenced

construction in four of the counties

during the second quarter of 1998.

When complete, the system in these

counties will consist of approximately

140 miles of transmission mains,

including a 40 mile lateral tap off the

interstate pipeline facilities of

Transcontinental Gas Pipe Line Corp.

and at least 320 miles of distribution

mains. Construction in the other

counties will commence at a later date.

Applicants state that attributable

income from Frontier Energy will

contribute less than 1% of Sempra’s

consolidated income on a pro forma

basis.

Following the proposed transactions,

Sempra and each of its public utility

subsidiaries, except Frontier Energy and

Frontier Pacific, will be organized in

California. Frontier Energy and Frontier

Pacific will be organized in North

Carolina. Applicants contend that they,

and each of their subsidiaries, will

qualify for a section 3(a)(1) exemption

upon consummation of the proposed

transactions.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19982 Filed 7–24–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–23323; 812–11172]

Weiss, Peck & Greer Funds Trust, et

al.; Notice of Application

July 21, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under Section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from Section 15(a) of the Act.

SUMMARY OF APPLICATION: The requested

order would permit the implementation,

without prior shareholder approval, of

new investment advisory and

subadvisory agreements (the ‘‘New

Advisory Agreements’’) for a period of

up to 90 days following the

consummation of the acquisition of the

outstanding membership interests of

Weiss, Peck & Greer, L.L.C. (‘‘WPG’’) by

Robeco Groep N.V. (‘‘Robeco’’) (but in

no event later than October 31, 1998)

(the ‘‘Interim Period’’). The order would

also permit payment of all fees earned

under the new advisory agreements

during the Interim Period following

shareholder approval.

APPLICANTS: Weiss, Peck & Greer Funds

Trust, on behalf of WPG Government

Money Market Fund, WPG Tax Free

Money Market Fund, WPG Core Bond

Fund, WPG Intermediate Municipal

Bond Fund, and WPG Quantitative

Equity Fund; Tomorrow Funds

Retirement Trust, on behalf of

Tomorrow Long-term Retirement Fund,

Tomorrow Medium-Term Retirement

Fund, and Tomorrow Short-Term

Retirement Fund; SEI Tax Exempt Trust,

on behalf of SEI Institutional Tax Free

Portfolio, SEI Pennsylvania Tax Free

Portfolio, SEI California Tax Free

Portfolio, and SEI Tax Free Portfolio;

Weiss, Peck & Greer International Fund

(‘‘International Fund’’); WPG Growth

and Income Fund; WPG Growth Fund,

WPG Tudor Fund; and RWB/WPG U.S.

Large Stock Fund (collectively, the

‘‘Funds’’); and WPG.

FILING DATES: The application was filed

on June 15, 1998, and amended on July

17, 1998.

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

August 18, 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: if to Weiss, Peck & Greer

Funds Trust; Tomorrow Funds

Retirement Trust; Weiss, Peck & Greer

International Fund; WPG Growth and

Income Fund; WPG Growth Fund; WPG

Tudor Fund; RWB/WPG U.S. Large

Stock Fund; or WPG, One New York

Plaza, New York, NY 10004; if to SEI

Tax Exempt Trust, One Freedom Valley

Drive, Oaks, PA 19456.

FOR FURTHER INFORMATION CONTACT:

Timothy R. Kane, Staff Attorney, at

(202) 942–0615, or Edward P.

Macdonald, 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. 25049

(tel. 202–942–8090).

Applicants’ Representations

1. Each Fund is either an open-end

management investment company

registered under the Act or a series of

the company. Weiss, Peck and Greer

Funds Trust currently offers five series:

WPG Government Money Market Fund,

WPG Tax Free Money Market Fund,

WPG Intermediate Municipal Bond

Fund, WPG Core Bond Fund, and WPG

Quantitative Equity Fund. Tomorrow

Funds Retirement Trust includes, for

purposes of this application, three

Series: Tomorrow Long-term Retirement

Fund, Tomorrow Medium-Term

Retirement Fund, and Tomorrow Shortterm Retirement Fund. SEI Tax Exempt

Trust includes, for purposes of this

application, four series: SEI Institutional

Tax Free Portfolio, SEI Pennsylvania

Tax Free Portfolio, SEI California Tax

Free Portfolio, and SEI Tax Free

Portfolio. Each of the other Funds is a

single series investment company.

Tomorrow Funds Retirement Trust and

RWB/WPG U.S. Large Stock Fund are

organized as Delaware business trusts.

All the other Funds are organized as

Massachusetts business trusts.

2. WPG serves as the investment

adviser to each Fund pursuant to a

separate investment advisory agreement

and is an investment adviser registered

under the Investment Advisers Act of

1940 (‘‘Advisers Act’’). Hill Samuel

Asset Management Limited (‘‘Hill

Samuel’’) serves as the investment

subadviser to the International Fund

pursuant to an investment subadvisory

agreement (together with the investment

advisory agreements, the ‘‘Current

Advisory Agreements’’) and is an

investment adviser registered under the

Advisers Act.

3. The owners of the outstanding

voting securities of WPG (‘‘Sellers’’)
40144 Federal Register / Vol. 63, No. 143 / Monday, July 27, 1998 / Notices

1 In this notice, the SEI Tax Exempt Trust is

occassionally referred to as the ‘‘SEI Funds,’’ and

all other Funds are occassionally referred to as the

‘‘WPG Funds.’’

2The New Advisory Agreements approved by the

Boards of the WPG Funds do not include the

escrow arrangements. The Boards of the WPG

Funds will meet on July 22, 1998, to consider

including the escrow arrangements. Applicants

acknowledge that, with respect to each WPG Fund’s

New Advisory Agreement, they may not rely on the

requested order unless the respective Boards,

including a majority of the Independent Trustees,

approve including the escrow provisions in the

New Advisory Agreements prior to the

consummation of the Acquisition.

have agreed to sell to Robeco all of their

interests in WPG (the ‘‘Acquisition’’).

After the Acquisition, WPG will be a

wholly-owned subsidiary of Robeco.

The Acquisition is expected to close

during the third quarter of 1998.

4. The Acquisition will result in the

assignment and automatic termination

of the Current Advisory Agreements.

The Board of Trustees (‘‘Board’’),

including a majority of the Independent

Trustees (‘‘Independent Trustees’’), of

SEI Tax Exempt Trust met on May 18

and June 10, 1998, and approved the

New Advisory Agreements between

WPG and each of the SEI Funds.1 The

Boards, including a majority of the

Independent Trustees, of the WPG

Funds met on May 19, 1998, and

approved he New Advisory Agreements

between WPG and each of the WPG

Funds and among Hill Samuel, WPG,

and the International Fund. Each New

Advisory Agreement contains the same

terms and conditions as its

corresponding Current Advisory

Agreement except for the dates of

execution, effectiveness, and

termination and the inclusion of escrow

arrangements, discussed below.2

5. Applicants propose to enter into an

escrow arrangement with an unaffiliated

escrow agent. Fees earned by WPG

during the Interim Period under the

New Advisory Agreements would be

paid into an interest-bearing escrow

account. The escrow agent would

release the monies in the escrow

account attributable to a Fund (a) to

WPG only upon shareholder approval of

the New Advisory Agreement by the

Fund’s shareholders, or (b) to the Fund

if the Interim Period has ended and the

New Advisory Agreement is not

approved by shareholders. Before the

escrow agent releases the monies, the

Board of the appropriate Fund would be

notified.

Applicant’s Legal Analysis

1. Section 15(a) of the Act makes it

unlawful for any person to serve or act

as investment adviser of a registered

investment company, except pursuant

to a written contract that has been

approved by the vote of a majority of the

outstanding voting securities of such

registered company, and that such

written contract provide for automatic

termination in the event of its

‘‘assignment.’’ Section 2(a)(4) of the Act

defines ‘‘assignment’’ to include any

direct or indirect transfer of a

controlling block of the assignor’s

outstanding voting securities by a

security holder of the assignor.

2. Applicants state that upon

consummation of the Acquisition,

Robeco will acquire all of WPG’s

outstanding voting securities, resulting

in the ‘‘assignment’’ and termination of

each Current Advisory Agreement.

3. Rule 15a–4 under the Act provides,

among other things, that if an

investment advisory contract with an

investment company is terminated by

assignment, an investment adviser may

act as such for the company pursuant to

a written contract that has not been

approved by that company’s

shareholders during the 120-day period

following such termination, provided

that (1) The new contract is approved by

that company’s board of directors,

including a majority of the noninterested directors; (2) the

compensation to be paid under the new

contract does not exceed the

compensation that would have been

paid under the contract most recently

approved by the company’s

shareholders; and (3) neither the adviser

nor any controlling person of the

adviser ‘‘directly or indirectly receive[s]

money or other benefit’’ in connection

with the assignment. However,

applicants state that they cannot rely on

Rule 15a–4 because the Sellers will be

receiving a benefit from the Acquisition.

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

the SEC may exempt any person,

security, or transaction, from any

provision of the Act if and to the extent

that such 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. Applicants request an order

under Section 6(c) of the Act to permit

the implementation, without prior

shareholder approval, of the New

Advisory Agreements.

5. Applicants state that the form and

timing of the Acquisition were

determined in response to a number of

business factors primarily unrelated to

the Funds. Applicants assert that there

is insufficient time to obtain

shareholder approval of the New

Advisory Agreements before the

Acquisition is consummated.

Applicants further assert that the

requested relief would prevent any

disruption in the delivery of investment

advisory services to the Funds during

the Interim Period.

6. Applicants state that the Boards,

including a majority of the Independent

Trustees, after evaluation and with the

advice of counsel, voted to approve the

New Advisory Agreements to become

effective upon the termination of the

Current Advisory Agreements and to

submit the New Advisory Agreements to

the shareholders of each of the Funds

for approval. The Boards received from

WPG information reasonably necessary

to evaluate, among other things, the

terms of the New Advisory Agreements

and determined that the New Advisory

Agreements were in the best interests of

the Funds and their respective

shareholders.

7. Fees earned by WPG during the

Interim Period would be paid into an

interest-bearing account maintained by

an independent escrow agent who

would release the monies either to WPG

upon shareholder approval of the New

Advisory Agreement, or to the Fund if

the Interim Period has ended and the

shareholders have not approved the

New Advisory Agreement.

8. Applicants state that the requisite

shareholder meetings are scheduled to

be held on July 29, 1998, for all Funds.

Applicants further state that the

requested relief would facilitate the

orderly and reasonable consideration of

the New Advisory Agreements with

respect to those Funds for which a

quorum of shareholders has not been

obtained.

9. Applicants submit that the scope

and quality of services provided to the

Funds during the Interim Period will

not be diminished. The applicants

represent that, during the Interim

Period, each Fund will receive advisory

services of at least equivalent scope and

quality, and such services will be

provided by the same personnel

(including managing directors and

portfolio managers) under the New

Advisory Agreements as it received

under the Current Advisory

Agreements. Further, the New Advisory

Agreements have the same terms and

conditions as the Current Advisory

Agreements, except for the dates of

execution, effectiveness, and

termination and the inclusion of escrow

arrangements.

Applicant’s Conditions

Applicants agree that any order of the

SEC granting the requested relief will be

subject to the following conditions:

1. The New Advisory Agreements will

have the same terms and conditions as

the Current Advisory Agreements,

except in each case for the dates of
Federal Register / Vol. 63, No. 143 / Monday, July 27, 1998 / Notices 40145

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3Securities Exchange Act Release No. 27753

(Mar. 1, 1990), 55 FR 8626 (Mar. 8, 1990).

4According to the prospectus prepared by the

underwriter, the Eurofund is a diversified, openend management company that seeks to provide

shareholders with capital appreciation primarily

through investment in equities of corporations

domiciled in European countries. While there are

no prescribed limits on geographic distribution

within the European community, it currently is

anticipated that a majority of the EuroFund’s assets

will be invested in equity securities of issuers

domiciled in Western European countries. Current

income from dividends and interest will not be an

important consideration in selecting portfolio

securities. The Eurofund expects that under normal

market conditions at least 80% of its net assets will

be invested in European corporate securities,

primarily common stocks, and debt and preferred

securities convertible into common stocks.

5 15 U.S.C. 80a–5(b).

6The EuroFund Index will measure the adjusted

total return value of Class B Shares of the

EuroFund. The total return value reflects the change

in net asset value of Class B Shares of the

Continued

execution, effectiveness, and

termination and the inclusion of escrow

arrangements.

2. Fees earned by WPG during the

Interim Period under the New Advisory

Agreements will be maintained in

interest-bearing escrow accounts with

an unaffiliated escrow agent, and the

amounts in such accounts (including

interest earned on such amounts) will

be paid (a) to WPG only upon approval

of the New Advisory Agreements by the

Funds’ respective shareholders or (b) in

the absence of such approval by

shareholders of a Fund, to such Fund.

3. The Funds will hold special

meetings of shareholders to vote on the

approval or disapproval of the New

Advisory Agreements on or before

October 31, 1998.

4. WPG will bear the costs relating to

the preparation and filing of this

application and the costs relating to the

solicitation of the approvals of the

Funds’ shareholders of the New

Advisory Agreements necessitated by

the Acquisition; provided, however, that

the Funds may bear a portion of the cost

of soliciting shareholders approval for

proposals unrelated to the Acquisition.

5. WPG will take all appropriate

actions to ensure that the scope and

quality of advisory and other services

provided to the Funds during the

Interim Period under the New Advisory

Agreements will be at least equivalent,

in the judgment of the Boards, including

a majority of the Independent Trustees,

to the scope and quality of services

provided under the Current Advisory

Agreements. In the event of any material

change in personnel providing services

pursuant to the New Advisory

Agreements during the Interim Period,

WPG will apprise and consult the

Boards of the affected Funds to assure

that such Board, including a majority of

the Independent Trustees, are satisfied

that the services provided by WPG will

not be diminished in scope or quality.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19983 Filed 7–24–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40228; File No. SR–Amex–

98–24]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange, Inc.

Relating to the Listing and Trading of

Merrill Lynch EuroFund Market Index

Target Term Securities

July 17, 1998.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 30,

1998, the American Stock Exchange,

Inc. (‘‘Exchange’’ or ‘‘Amex’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by the Exchange.

The Commission is publishing this

notice to solicit comments on the

proposed rule change from interested

persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange seeks to list and trade

under Section 107A of the Exchange’s

Company Guide, Merrill Lynch

EuroFund Market Index Target Term

Securities SM (‘‘MITTS Securities’’).

The value of the MITTS Securities will

be based in whole or in part on changes

in the value of the Merrill Lynch

EuroFund Index (‘‘EuroFund Index’’).

The text of the proposed rule change

is available at the Office of the

Secretary, the Exchange and at the

Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

Exchange included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below. The

Exchange has prepared summaries, set

forth in Sections A, B, and C below, of

the most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

Under Section 107A of the Exchange’s

Company Guide, the Exchange may

approve for listing and trading securities

which cannot be readily categorized

under the listing criteria for common

and preferred stocks, bonds, debentures,

or warrants.3 The Exchange seeks to list

the MITTS Securities for trading under

Section 107A of the Exchange’s

Company Guide. The MITTS Securities

are structured as mutual fund linked

notes, the value of which will be linked,

in whole or in part, to the adjusted total

return value of Class B Shares of the

Merrill Lynch EuroFund (‘‘EuroFund’’),4

a mutual fund registered under the

Investment Company Act of 1940. The

EuroFund is a ‘‘diversified company’’ as

defined in Section 5(b) of the

Investment Company Act of 1940 5 and

the securities held by the EuroFund are

issued by companies based in five or

more countries.

The Exchange represents that MITTS

Securities will be senior, unsecured

debt securities that will conform to the

listing guidelines under Section 107A of

the Exchange’s Company Guide.

Although a specific maturity date will

not be established until the time of the

offering, the MITTS Securities will

provide for a maturity of between two

and seven years from the date of

issuance. MITTS Securities may provide

for periodic payments and/or payments

at maturity based in whole or in part on

changes in the value of the EuroFund

Index, an index based on the adjusted

total return of the Class B Shares of the

EuroFund.6 At maturity, holders of the