21214 Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices

4Applicants state that borrowings by Alabama

and SEGCO will be exempt from Commission

review under rule 52 under the Act.

1The Acquired Series and the Acquiring Series

correspond with each other as follows: Nations

Managed Value Index Fund with Nations Managed

Index Fund; and Nations Managed SmallCap Value

Index Fund with Nations SmallCap Index Fund.

Applicants request authority for Georgia

to guarantee borrowings from the SPV

by Southern Electric Generating

Company, a wholly owned subsidiary of

Georgia and Alabama Power Company,

itself an electric public utility

subsidiary of Southern.4

Applicants propose that the SPV sell

the commercial paper directly to or

through a dealer or dealers from time to

time prior to June 30, 2004

(‘‘Authorization Period’’) in an aggregate

principal amount at any one time

outstanding of up to $3.5 billion.

Georgia, Gulf, Mississippi, and

Savannah propose to borrow the

proceeds of these sales in outstanding

amounts that will not during the

Authorization Period exceed $1.7

billion, $300 million, $350 million, and

$90 million, respectively. The

commercial paper notes will be issued

in denominations of not less than

$50,000 and will not by their terms be

prepayable prior to maturity. Maturities

will be determined by market

conditions, the effective interest costs,

and the anticipated cash flows of the

particular requesting Electric

Subsidiary, including the proceeds of

other borrowings, at the time of

issuance.

The notes will mature in one year or

less, subject to extensions; provided,

however, none of the notes will mature

in more than 390 days. The discount

rate (or the interest rate in the case of

interest-bearing notes), including any

commissions, will not be in excess of

the discount rate per annum (or the

equivalent interest rate) prevailing at the

date of issuance for commercial paper of

comparable quality having the same

maturity. The terms of each of these

borrowings by an Electric Subsidiary

will be identical to those of the related

commercial paper issued for its benefit.

It is further proposed that Georgia

guarantee loans by the SPV to SEGCO.

The aggregate amount of these

guarantees will not during the

Authorization Period exceed $150

million.

The proceeds from the proposed

borrowings by the Electric Subsidiaries

and SEGCO will be used for general

corporate purposes, including the

financing in part of their respective

construction programs.

For the Commission by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–9915 Filed 4–19–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24392; 812–11958]

Nations Fund Trust and Banc of

America Advisors, Inc.; Notice of

Application

April 13, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an 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: Applicants

request an order to permit certain series

of a registered open-end management

investment company to acquire all of

the assets and assume all of the

liabilities of certain other series of the

investment company. Because of certain

affiliations, applicants may not rely on

rule 17a–8 under the Act.

APPLICANTS: Nations Fund Trust

(‘‘NFT’’) and Banc of America Advisors,

Inc. (‘‘BAAI’’).

FILING DATES: The application was filed

on February 1, 2000. 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 Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on May 8, 2000, 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

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW, Washington, DC 20549–0609.

Applicants, One Bank of America Plaza,

101 South Tryon Street, Charlotte, NC

28255.

FOR FURTHER INFORMATION CONTACT:

Lawrence W. Pisto, Senior Counsel, at

(202) 942–0527, or George J. Zornada,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW, Washington, DC

20549–0102 (tel. (202) 942–8090).

Applicants’ Representations

1. NFT, a Massachusetts business

trust, is registered under the Act as an

open-end management investment

company. NFT presently offers 36

series, including Nations Managed

Value Index Fund and Nations Managed

SmallCap Value Index Fund (the

‘‘Acquired Series’’) and Nations

Managed Index Fund and Nations Small

Cap Index Fund (the ‘‘Acquiring

Series’’). Collectively, the Acquired

Series and the Acquiring Series are

referred to as the ‘‘Series.’’ 1

2. BAAI is the investment adviser to

each of the Series. The adviser is a

wholly-owned indirect subsidiary of the

Bank of America Corporation and is

registered as an investment adviser

under the Investment Advisers Act of

1940.

3. Currently, Bank of America

Corporation and entities that are under

common control with BAAI (the ‘‘Bank

of America Group’’), hold of record, in

their name and in the names of their

nominees, more than 5% (and with

respect to certain of the Series more

than 25%) of the outstanding voting

securities of the Series. All of the

securities are held for the benefit of

others in a fiduciary or representative

capacity. None of the Bank of America

Group owns an economic interest in any

of the Series.

4. On December 9, 1999, the board of

trustees of NFT (the ‘‘Board’’), including

a majority of the trustees who are not

‘‘interested persons’’ within the

meaning of section 2(a)(19) of the Act

(‘‘Disinterested Trustees’’), approved an

Agreement and Plan of Reorganization

(the ‘‘Reorganization Agreement,’’ and

the transaction the ‘‘Reorganization’’).

Under the Reorganization Agreement,

on the day following the closing date

(the ‘‘Closing Date’’), which is currently

Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices 21215

2One of the Acquiring Series, Nations Managed

Index Fund, also offers Primary B Shares. Such

shares will not be part of the Reorganization.

anticipated to be May 12, 2000, the

Acquiring Series will acquire all the

assets and liabilities of the

corresponding Acquired Series in

exchange for shares of the Acquiring

Series that have an aggregate net asset

value (‘‘NAV’’) equal to the aggregate

NAV of the Acquired Series determined

as of 4 p.m. EST on the Closing Date

(‘‘Valuation Time’’). The value of assets

will be determined in the manner set

forth in the Series’ then-current

prospectus and statement of additional

information. On the day following the

Closing Date or on such other date as

may be mutually agreed, each Acquired

Series will make a pro rata distribution

of shares of the Acquiring Series to

shareholders of the Acquired Series and

liquidate.

5. Applicants state that the Acquired

Series pursue investment objectives,

follow investment strategies and present

investments risks that are generally

similar to those of the corresponding

Acquiring Series. Applicants state that

all of the Series offer identical Primary

A and Investor A shares.2 Shareholders

of the Acquired Series will not incur

any sales charges in connection with the

Reorganization. BAAI or another entity

in the Bank of America Group will be

responsible for the customary expenses

of the Reorganization.

6. The Board, including all the

Disinterested Trustees, determined that

the Reorganization is in the best

interests of each of the Acquired Series

and each of the Acquiring Series, and

that the interests of the shareholders of

the Acquired Series and Acquiring

Series would not be diluted by the

Reorganization. In assessing the Plan,

the factors considered by the Board

included, among others, (a) the terms

and conditions of the Reorganization,

(b) the expense ratios, fees and expenses

of the Acquired Series compared to the

Acquiring Series, (c) the compatibility

of investment objectives, (d) the fact that

BAAI or an affiliate will bear the

expenses incurred in connection with

the Reorganization, and (e) the tax-free

nature of the Reorganization.

7. The Reorganization Agreement is

subject to a number of conditions

precedent, including that: (1) The

shareholders of the Acquired Series

approve the Reorganization Agreement,

(b) definitive proxy solicitation

materials shall have been filed with the

Commission and distributed to

shareholders of the Acquired Series, (c)

the Acquiring and Acquired Series

receive an opinion of tax counsel that

the Reorganization will be tax-free for

each Series and its shareholders, and (d)

applicants receive from the Commission

an exemption from section 17(a) of the

Act for the Reorganization. The

Reorganization Agreement may be

terminated and the Reorganization

abandoned at any time by consent of the

Board; the Board may also terminate the

Reorganization Agreement if its

conditions are not satisfied. Applicants

agree not to make any material changes

to the Reorganization Agreement

without prior Commission approval.

8. Definitive proxy solicitation

materials have been filed with the

Commission and were mailed to

shareholders of the Acquired Series on

February 4, 2000. A special meeting of

shareholders is scheduled for April 21,

2000.

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.

Applicants state that the Series may be

deemed affiliated persons and thus the

Reorganization prohibited by section

17(a).

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, or affiliated

persons of an affiliated person, 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 state that they may not

rely on rule 17a–8 in connection with

the Reorganization because each of the

Series may be deemed to be affiliated for

reasons other than having a common

investment adviser, common directors,

and/or common officers. Because the

Bank of America Group holds of record

more than 5% (and in some cases more

than 25%) of the outstanding voting

securities of each of the Series, each

Acquired Series may be deemed an

affiliated person of an affiliated person

of each Acquiring Series.

4. Section 17(b) of the Act provides

that the Commission 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 Reorganization satisfy the standards

set forth in section 17(b). Applicants

note that the Board, including a majority

of the Disinterested Trustees, found that

participation in the Reorganization is in

the best interests of each Series and that

the interests of the existing shareholders

of each Series will not be diluted as a

result of the Reorganization. Applicants

also note that the exchange of the

Acquired Series’ assets for shares in the

Acquiring Series will be based on the

Series’ relative net asset values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–9877 Filed 4–19–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24393, 812–11598]

Barclays Global Fund Advisors, et al.;

Notice of Application

April 17, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application for an

order under section 6(c) of the

Investment Company Act of 1940

(‘‘Act’’) for an exemption from sections

2(a)(32), 5(a)(1), 22(d), and 22(e) of the

Act and rule 22c–1 under the Act, and

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

for an exemption from sections 17(a)(1)

and (a)(2) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order that would permit an

open-end management investment

company, whose portfolios will consist

of the component securities of certain