Federal Register / Vol. 66, No. 100 / Wednesday, May 23, 2001 / Notices 28585

FEE SCHEDULE 1000—Continued

Description Fee 1

Regular, Enhanced Carrier Route, Nonprofit, and NonprofitEnhanced Carrier Route Standard Mail Bulk Mailing ................................... 125.00

Periodicals

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B. Additional Entry ................................................................................................................................................................................... 50.00

C. Re-entry ............................................................................................................................................................................................... 40.00

D. Registration for News Agents ............................................................................................................................................................. 40.00

Parcel Select ................................................................................................................................................................................................ 125.00

Bound Printed Matter: Destination BMC, SCF, and DDU ........................................................................................................................... 125.00

Media Mail Presorted Mailing ...................................................................................................................................................................... 125.00

Library Mail Presorted Mailing ..................................................................................................................................................................... 125.00

Authorization to Use Permit Imprint ............................................................................................................................................................ 125.00

Special Services

Bulk Parcel Return Service

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B. Accounting Fee (advance deposit account) .................................................................................................................................... 375.00

Business Reply Mail

A. Permit (with or without advance deposit account) .......................................................................................................................... 125.00

B. Accounting Fee (advance deposit account) .................................................................................................................................... 375.00

Mailing Online 2

A. Certification of a system as functionally equivalent to Mailing Online ............................................................................................ 125.00

Merchandise Return

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1Fees must be paid once each 12-month period.

2This provision expires the later of:

a. Three years after the Mailing Online implementation date specified by the Postal Service Board of Governors, or

b. If, by the expiration date specified in (a), a proposal to make Mailing Online permanent is pending before the Postal Rate Commission, the

later of:

1. Three months after the Commission takes action on such proposal under section 3624 of Title 39, or

2.—If applicable—on the implemenation date for a permanent Mailing Online.

Stanley F. Mires,

Chief Counsel, Legislative.

[FR Doc. 01–13063 Filed 5–22–01; 8:45 am]

BILLING CODE 7710–12–U

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24978; 812–12466]

Nations Fund Trust, et al.; Notice of

Application

May 16, 2001.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of an application under

section 17(b) of the Investment

Company Act of 1940 (‘‘Act’’) for an

exemption from section 17(a) of the Act.

SUMMARY: Applicants request an order to

permit certain series of Nations Funds

Trust (‘‘NFST’’) to acquire all of the

assets and liabilities of certain series of

Nations Fund Trust (‘‘NFT’’), Nations

Fund, Inc. (‘‘NFI’’), Nations Reserve

(‘‘NR’’), and Nations LifeGoals Funds,

Inc. (‘‘NLG’’) (the ‘‘Reorganization’’).

Because of certain affiliations,

applicants may not rely on rule 17a-8

under the Act.

Applicants: NFT, NFI, NR, NLG,

NFST and Banc of America Advisors,

LLC. (‘‘BAALLC’’).

Filing Date: The application was filed

on February 26, 2001, and amended on

May 16, 2001.

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 7, 2001, 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 by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 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:

Bruce R. MacNeil, Senior Counsel, (202)

942–0634, or Janet M. Grossnickle,

Branch Chief, (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 from the SEC’s

Public Reference Branch, 450 Fifth

Street, NW., Washington, DC 20549–

0102 (telephone (202) 942–8090).

Applicants’ Representations

1. NFT, a Massachusetts business

trust, NFI, a Maryland corporation, NR,

a Massachusetts business trust, and

NLG, a Maryland corporation, are openend management investment companies

registered under the Act. NFT currently

offers 34 series, one of which will

participate in the Reorganization. NFI

offers six series, two of which will

participate in the Reorganization. NR

currently offers 16 series, two of which

will participate in the Reorganization.

NLG offers three series, all of which will

participate in the Reorganization. The

participating series of NFT, NFI, NR and

NLG are collectively referred to as the

‘‘Acquired Funds.’’ Two of the Acquired

Funds are feeder funds (‘‘Acquired

Feeder Funds’’) which invest all of their

assets in corresponding master

portfolios (‘‘Master Portfolios’’) of

Nations Master Investment Trust

(‘‘NMIT’’), an open-end management

28586 Federal Register / Vol. 66, No. 100 / Wednesday, May 23, 2001 / Notices

1A registration statement for the seven shell

Acquiring Funds was filed with the SEC on October

13, 2000 and became effective on December 27,

2000.

2The Acquired Funds and the corresponding

Acquiring Funds are: (i) NFT Nations Balanced

Assets Fund and NR Nations Asset Allocation Fund

into NFST Nations Government Securities Fund; (ii)

NFI Nations U.S. Government Bond Fund and NFI

Nations Government Securities Fund into NFST

Nations Government Securities Fund; (iii) NR

Nations Marsico Focused Equities Fund into NFST

Nations Marsico Focused Equities Fund; (iv) NR

Nations Marsico Growth and Income Fund into

NFST Nations Marsico Growth and Income Fund;

(v) NLG Nations LifeGoal Growth Portfolio into

NFST Nations LifeGoal Growth Portfolio; (vi) NLG

Nations LifeGoal Balanced Growth Portfolio into

NFST Nations Lifegoal Balanced Growth Portfolio;

and (vii) NLG Nations LifeGoal Income and Growth

Portfolio into NFST Nations Lifegoal Income and

Growth Portfolio.

investment company registered under

the Act.

2. NFST, a Delaware business trust, is

an open-end management investment

company registered under the Act.

NFST is organizing seven new series,

(the ‘‘Acquiring Funds,’’ and together

with the Acquired Funds, the

‘‘Funds’’).1 Two of the Acquiring Funds

will be feeder funds (‘‘Acquiring Feeder

Funds,’’ together with the Acquired

Feeder Funds, the ‘‘Feeder Funds’’)

which will invest all of their assets in

corresponding Master Portfolios of

NMIT.2

3. BAALLC is registered under the

Investment Advisers Act of 1940

(‘‘Advisers Act’’) and is the investment

adviser for the Acquired Funds that are

not Feeder Funds as well as the

Acquired Feeder Funds’ corresponding

Master Portfolios. The Acquired Funds

that are not Feeder Funds and the

Acquired Feeder Funds’ corresponding

Master Portfolios are currently

subadvised by either Banc of America

Capital Management Inc. (‘‘BACAP’’) or

Marsico Capital Management, LLC

(‘‘Marsico Capital’’), which are

investment advisers registered under the

Advisers Act. BAALLC is also the

investment adviser, and BACAP and

Marsico Capital are also the investment

subadvisers, respectively, for the

Acquiring Funds that are not Feeder

Funds, and the Acquiring Feeder Funds’

corresponding Master Portfolios, except

for one Acquiring Fund where BACAP

and Chicago Equity Partners LLC

(‘‘Chicago Equity’’) are co-subadvisers.

BAALLC, BACAP and Marsico Capital

are wholly-owned subsidiaries of Bank

of America Corporation. Chicago Equity

is not an affiliated person of BAALLC or

any other company in the Bank of

America Group (as defined below).

4. Bank of America Corporation, Bank

of America, N.A., and/or certain of their

affiliates that are under common control

with BAALLC (the ‘‘Bank of America

Group’’), hold of record, in their name

and in the names of their nominees,

more than 5% (and in some cases, more

than 25%) of the outstanding voting

securities of each of the Acquired

Funds. All such securities are held for

the benefit of others in a trust, agency,

custodial, or other fiduciary or

representative capacity. None of the

companies of the Bank of America

Group owns an economic interest in any

of the Funds.

5. On August 23, 2000, the board of

trustees of NFST (the ‘‘Acquiring Funds’

Board,’’) and the board of directors or

trustees of NFT, NFI, NR and NLG (the

‘‘Acquired Funds’ Boards,’’ together

with the Acquiring Funds’ Board, the

‘‘Boards’’), including all of the directors

or trustees who are not ‘‘interested

persons,’’ as defined in section 2(a)(19)

of the Act (‘‘Independent Members’’) of

the respective Funds, approved an

agreement and plan of reorganization

(‘‘Plans’’) on behalf of each Acquiring

Fund and Acquired Fund. Under the

Plans, on the date following the closing

date (‘‘Closing Date’’), which is

currently anticipated to be June 8, 2001,

each class of each Acquiring Fund will

acquire all of the assets and liabilities of

the corrresponding class of the Acquired

Fund in exchange for shares of

designated classes of the Acquiring

Fund that have an aggregate net asset

value equal to the value of the class of

the Acquired Fund’s net assets,

determined as of the Closing Date unless

mutually agreed otherwise (‘‘Valuation

Time’’). The value of the assets will be

determined in accordance with NFT’s,

NFI’s, NR’s, NLG’s and NFST’s then

current valuation procedures stated in

their prospectuses. On the date

following each Closing Date, the

Acquired Funds will make a pro rata

distribution of shares of the Acquiring

Fund to its shareholders and liquidate.

6. Applicants state that the Acquiring

Funds will pursue investment objectives

and following principal investment

strategies that are either identical or

similar to those of the Acquired Funds.

Each of the Acquired Funds has

multiple classes of shares, and the

respective Acquiring Fund will have the

same classes of shares. Applicants state

that the distribution and shareholder

servicing arrangements for the

respective classes of the Acquired Fund

are substantially identical to the

arrangements of the corresponding

classes of the Acquiring Fund. For

purposes of calculating any deferred

sales charge, each Acquired Fund’s

shareholders will be deemed to have

held shares of the respective Acquiring

Fund since the date the shareholder

initially purchased shares of the

Acquired Fund. No sales charge will be

imposed in connection with the

Reorganization.

7. The Boards, including all of the

Independent Members, found that

participation in the Reorganization is in

the best interest of each of their

respective Funds and that the interests

of each Fund’s existing shareholders

will not be diluted as a result of the

Reorganization. In approving the

Reorganization, the Boards considered,

among other things: (a) The potential

effect of the Reorganization; (b) the

respective expense ratios of the Funds;

(c) the compability of the investment

objectives and investment strategies of

the Funds; (d) the terms and conditions

of the Reorganization; and (e) the taxfree nature of the Reorganization. The

Boards also noted that BAALLC and its

affiliates (but not the Funds) will bear

the expenses associated with the

Reorganization, and considered

potential benefits of the Reorganization

to BAALLC and its affiliates.

8. Each Plan may be terminated at any

time by mutual written consent of the

Acquiring Fund and the Acquired Fund

at any time through the Closing Date. In

addition, either Board may terminate

the Plan under certain circumstances

specified in the Plan. The

consummation of the reorganization is

subject to the following conditions: (a)

A registration statement under the

Securities Act of 1933 for the Acquiring

Funds will have become effective; (b)

the Acquired Funds’ shareholders will

have approved their respective Plan; (c)

applicants will have received exemptive

relief from the SEC with respect to the

issues in the application; (d) the funds

will have received an opinion of

counsel conerning the tax-free nature of

the Reorganization; and (e) the Acquired

Fund will have declared a dividend to

distribute substantially all of its

investment company taxable income

and net capital gain, if any, to its

shareholders. Applicants agree not to

make any material changes to the Plan

that affect the application without prior

SEC staff approval.

9. Definitive proxy solicitation

materials have been filed with the SEC

and were mailed to the Acquired Funds’

shareholders on or about January 29,

2001. A special meeting of the Acquired

Funds’ shareholders was held on April

12, 2001, and the Acquired Funds’

shareholders approved their respective

Plan.

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

Federal Register / Vol. 66, No. 100 / Wednesday, May 23, 2001 / Notices 28587

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

2 17 CFR 240.19b–4.

3Amendment No. 1 made non-substantive

changes to the text of proposed Commentary .02 of

Amex Rule 1202. See letter from Claire P. McGrath,

Vice President and Special Counsel, Amex, to

Nancy Sanow, Assistant Director, Division of

Market Regulation, SEC, dated May 4, 2001.

principal, from selling any security or

other property to, or purchasing any

security or other property 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, consolidation, 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 state that 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 Acquired

Funds. Because of this ownership,

applicants state that the Funds may be

deemed affiliated persons for reasons

other than those set forth in rule 17a–

8 and therefore unable to rely on the

rule. Applicants request 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 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 Reorganizaiton satisfy the standards

set forth in section 17(b). Applicants

note that the Boards, including a

majority of the Independent Members,

found that participation in the

Reorganization is in the best interests of

each Fund that the interests of the

existing shareholders of each Fund will

not be diluted as a result of the

Reorganization. Applicants also note

that the Reorganization will be based on

the Funds’ relative net asset values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–12933 Filed 5–20–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–44309; File No. SR–Amex–

2001–04]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change and Amendment No. 1

Thereto by the American Stock

Exchange LLC Relating to the Listing

and Trading of Trust Issued Receipts

May 16, 2001.

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 February

7, 2001, the American Stock Exchange

LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

the proposed rule change, and amended

such proposed rule change on May 8,

2001,3 described in Items I, II, and III

below, which Items have been prepared

by the self-regulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change, as amended, from interested

persons and to approve the proposal

and Amendment No. 1 on an

accelerated basis.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Amex proposes to amend Amex

Rule 1202 to provide eligibility

requirements for Component Securities

represented by a series of Trust Issued

Receipts (‘‘TIRs’’) that became part of

such TIR when the security was either:

(a) Distributed by a company whose

securities are already included as a

Component Security in the series of

TIRs; or (b) received in exchange for the

securities of a company previously

included as a Component Security that

are no longer outstanding due to a

merger, consolidation, corporate

combination or other event. The text of

the proposed rule filing is below.

Additions are in italics; deletions are in

brackets.

Trust Issued Receipts

Initial and Continued Listing

Rule 1202

Trust Issued Receipts will be listed and

traded on the Exchange subject to application

of the following criteria:

(a)–(e) No change.

* * * Commentary

.01 No change.

.02 The eligibility requirements for

Component Securities that are represented by

a series of Trust Issued Receipts and that

became part of the Trust Issued Receipt when

the security was either: (a) distributed by a

company already included as a Component

Security in the series of Trust Issued

Receipts; or (b) received in exchange for the

securities of a company previously included

as a Component Security that is no longer

outstanding due to a merger, consolidation,

corporate combination or other event, shall

be as follows:

(i) the Component Security must be listed

on a national securities exchange or traded

through the facilities of Nasdaq and a

reported national market system security;

(ii) the Component Security must be

registered under section 12 of the Exchange

Act; and 

(iii) the Component Security must have a

Standard & Poor’s Sector Classification that

is the same as the Standard & Poor’s Sector

Classification represented by Component

Securities included in the Trust Issued

Receipt at the time of the distribution or

exchange.

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 III 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

In September 1999, the Exchange

adopted rules for the listing and trading