Federal Register / Vol. 66, No. 12 / Thursday, January 18, 2001 / Notices 4867

9:30 a.m.—Briefing on Status of OCIO

Programs, Performance, and Plans

(Public Meeting) (Contact: Donnie

Grimsley, 301–415–8702).

This meeting will be webcast live at

the Web address—www.nrc.gov/

live.html

Thursday, February 1, 2001

9:30 a.m.—Briefing on Status of OCFO

Programs, Performance and Plans

(Public Meeting) (Contact: Lars

Solander, 301–415–6080).

This meeting will be webcast live at

the Web address—www.nrc.gov/

live.html

Week of February 5, 2001—Tentative

Monday, February 5, 2001

1:55 p.m.—Affirmation Session (Public

Meeting), (If needed).

Week of February 14, 2001—Tentative

Wednesday, February 14, 2001

9:25 a.m.—Affirmation Session (Public

Meeting) (If needed).

Week of February 19, 2001—Tentative

Tuesday, February 20, 2001

9:25 a.m.—Affirmation Session (Public

Meeting), (If needed).

9:30 a.m.—Briefing on Spent Fuel Pool

Accident Risk at Decommissioning

Plants and Rulemaking Initiatives

(Public Meeting) (Contact: George

Hubbard, 301–415–2870).

This meeting will be webcast live at

the Web address—www.nrc.gov/

live.html

* The schedule for Commission meetings is

subject to change on short notice. To verify

the status of meetings call (recording)—(301)

415–1292. Contact person for more

information: David Louis Gamberoni (301)

415–1651.

Additional Information:

By a vote of 5–0 on January 9, and 10,

the Commission determined pursuant to

U.S.C. 552b(e) and § 9.107(a) of the

Commission’s rules that ‘‘Affirmation of

Private Fuels Storage, L.L.C.

(Independent Spent Fuel Storage

Installation); State of Utah’s Partial

Interlocutory Appeal of LBP–00–28’’ be

held on January 10, and on less than one

week’s notice to the public.

The NRC Commission Meeting

Schedule can be found on the Internet

at: http://www.nrc.gov/SECY/smj/

schedule.html

This notice is distributed by mail to

several hundred subscribers; if you no

longer wish to receive it, or would like

to be added to it, please contact the

Office of the Secretary, Washington, DC

20555 (301–415–1969). In addition,

distribution of this meeting notice over

the Internet system is available. If you

are interested in receiving this

Commission meeting schedule

electronically, please send an electronic

message to dkw@nrc.gov.

Dated: January 11, 2001.

David Louis Gamberoni,

Technical Coordinator, Office of the

Secretary.

[FR Doc. 01–1592 Filed 1–16–01; 10:53 am]

BILLING CODE 7590–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27336; 70–9633]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

January 11, 2001.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated under the Act. All

interested persons are referred to the

application(s) and/or declaration(s) for

complete statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendment(s) is/are available for

public inspection through the

Commission’s Branch of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

February 2, 2001, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549–0609, and serve

a copy on the relevant applicant(s) and/

or declarant(s) at the address(es)

specified below. Proof of service (by

affidavit or, in the case of an attorney at

law, by certificate) should be filed with

the request. Any request for hearing

should identify specifically the issues of

facts or law that are disputed. A person

who so requests will be notified of any

hearing, if ordered, and will receive a

copy of any notice or order issued in the

matter. After February 2, 2001, the

application(s) and/or declaration(s), as

filed or as amended, may be granted

and/or permitted to become effective.

Unitil Corporation, et al. (70–9633)

Unitil Corporation (‘‘Unitil’’), a

registered holding company, and its

subsidiary companies, Concord Electric

Company, Exeter & Hampton Electric

Company, Fitchburg Gas and Electric

Light Company (‘‘Fitchburg’’), Unitil

Power Corp., Unitil Realty Corp., Unitil

Resources, Inc. and Unitil Services

Corp. (collectively, ‘‘Subsidiaries’’ and,

together with Unitil, ‘‘Applicants’’), all

located at 6 Liberty Lane West,

Hampton, New Hampshire 03842–1720,

have filed a post-effective amendment

under sections 6(a), 7, 9(a), 10 and 12(b)

of the Act and rules 43 and 45 under the

Act, to a previously filed applicationdeclaration.

By orders dated June 30, 1997, June 9,

2000, and December 15, 2000 (HCAR

Nos. 26737, 27182, and 27307,

respectively) (‘‘Prior Orders’’), the

Commission authorized through June

30, 2003 (‘‘Authorization Period’’): (1)

The Applicants to make unsecured

short-term borrowings and to operate a

system money pool (‘‘Money Pool’’); (2)

Unitil to incur short-term borrowings

from banks in an aggregate amount not

to exceed $35 million (‘‘Unitil

Borrowing Authority’’); and (3)

Fitchburg to incur short-term

borrowings from third parties and the

other Applicants through the Money

Pool in an aggregate amount not to

exceed $20 million (‘‘Fitchburg

Borrowing Authority’’).

Applicants seek approval through the

Authorization Period to increase: (1) the

Unitil Borrowing Authority to $45

million and (2) the Fitchburg Borrowing

Authority to $30 million. Applicants

state that the requested increases in

Unitil Borrowing Authority and

Fitchburg Borrowing Authority will

remain subject to the parameters as set

forth in the Prior Orders.

Applicants state that the prices

Unitil’s subsidiaries, Unitil Power and

Fitchburg, pay for wholesale electric

and natural gas energy commodities

have become unpredictably volatile.

According to Applicants, the prices

have risen sharply, putting a heavy

strain on Unitil’s working capital and

significantly increasing its short-term

borrowing requirements. Applicants

state that the requested authorization is

necessary to satisfy the cost of their

wholesale energy obligations.

For the Commission by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–1404 Filed 1–17–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–24824; File No. 812–12350]

Cova Series Trust, et al.

January 11, 2001.

AGENCY: Securities and Exchange

Commission (the ‘‘Commission’’).

4868 Federal Register / Vol. 66, No. 12 / Thursday, January 18, 2001 / Notices

1For ease of reference, the term ‘‘shareholder’’ is

used hereinafter to refer to Variable Contract

owners that are unit holders of any registered

separate account that invests in a respective SFT

Portfolio or Cova Portfolio (as defined herein).

2Shares of certain of the Cova Portfolios are held

by their respective unaffiliated sub-advisers,

including FIRMCO as discussed herein.

ACTION: Notice of Application under

Section 17(b) of the Investment

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

for an exemption from Section 17(a) of

the Act.

Summary of Application: Applicants

request an order to permit certain series

of Met Investors Series Trust (‘‘MIT’’) to

acquire all of the assets and liabilities of

Cova Series Trust (‘‘CST’’) and

Securities First Trust (‘‘SFT’’). Because

of certain affiliations, applicants may

not rely on Rule 17a–8 under the Act.

Applicants: CST, SFT, MIT, Cova

Financial Services Life Insurance

Company (‘‘Cova Financial Services

Life’’), Cova Financial Life Insurance

Company (‘‘Cova Financial Life’’,

together with Cova Financial Services

Life, ‘‘Cova Life’’), Security First Life

Insurance Company (‘‘Security First

Life’’) and Firstar Investment Research &

Management Company, LLC

(‘‘FIRMCO’’).

Filing Dates: The application was

filed on December 6, 2000.

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 Secretary of

the Commission and serving Applicants

with a copy of the request, personally or

by mail. Hearing request should be

received by the Commission by 5:30

p.m. on February 2, 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 who wish to be notified of a

hearing may request notification by

writing to the Secretary of the

Commission.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549–0609.

Applicants: Cova Series Trust, Cova

Financial Services Life Insurance

Company and Cova Financial Life

Insurance Company, One Tower Lane,

Suite 3000, Oakbrook Terrace, Illinois,

60181; Security First Trust and Security

First Life Insurance Company, 11365 W.

Olympic Boulevard, Los Angeles,

California 90064; Met Investors Series

Trust, 610 Newport Centre Drive, Suite

1350, Newport Beach, California 92660;

and Firstar Investment Research &

Management Company, LLC, 777 E.

Wisconsin Avenue, Suite 800, Oakbrook

Terrace, Illinois 60181; Stacy H.

Ostrowski, Esq., Sullivan & Worcester

LLP, 1025 Connecticut Avenue, NW.,

Suite 1000, Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT:

Joyce M. Pickholz, Senior Counsel, or

Keith E. Carpenter, Branch Chief, Office

of Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application is

available for a fee from the

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (tel. (202) 942–8090).

Applicants’ Representations

1. CST is a Massachusetts business

trust registered under the 1940 Act as an

open-end management investment

company and is presently comprised of

thirteen separate series, all of which are

involved in the proposed transactions.

Shares of each portfolio of CST are sold

only to certain accounts of Cova Life

and its affiliates to fund benefits under

certain individual flexible premium and

modified single premium variable life

insurance policies and certain

individual and group variable annuity

contracts (‘‘Variable Contracts’’) issued

by Cova Life and its affiliates. As of the

date of the application, Cova Life and its

affiliates are the majority, and in most

cases, the only shareholders of record of

the Cova Portfolios.1 CST, along with its

series, are referred to herein

collectively, as the ‘‘Cova Portfolios.’’

2. SFT is a Massachusetts business

trust registered under the 1940 Act as an

open-end management investment

company and is presently comprised of

four separate series. Shares of each

series of SFT are sold only to certain

accounts of Security First Life to fund

benefits under certain Variable

Contracts issued by Security First Life

and to qualified pension and retirement

plans. As of the date of this application,

Security First Life’s Separate Account

A, its group employee 401(k) plan and

its General Account are the only

shareholders of record of the series of

SFT. All four series are involved in the

proposed transactions. SFT, along with

its series, are referred to herein

collectively, as the ‘‘Security First

Portfolios’’ and collectively with the

Cova Portfolios as the ‘‘Acquired

Portfolios.’’

3. MIT is a newly created Delaware

business trust registered under the 1940

Act as an open-end management

investment company comprised of

fourteen separate series which were

established for purposes of the proposed

transactions described herein. If

shareholders approve the proposed

transaction, MIT will be the surviving

entity after the Cova and Security First

Portfolios are merged into

corresponding investment portfolios of

MIT. A Registration Statement on Form

N–1A was filed with the Commission

for the newly created MIT and its series

on October 23, 2000 and will become

effective on the closing date of the

proposed transactions. All of MIT’s

series are involved in the proposed

transactions for which exemptive relief

is being sought. MIT and its series are

referred to herein collectively as the

‘‘Met Portfolios’’ and as the ‘‘Acquiring

Portfolios.’’

4. Met Investors Advisory Corp.

(formerly known as Security First

Investment Management Corporation)

(‘‘Met Advisor’’) serves as investment

adviser to SFT and will be the

investment adviser to MIT but has

delegated responsibility for the day-today management of the series to various

unaffiliated sub-adviser. Met Advisory

is a wholly-owned subsidiary of

Security First Group, Inc. (‘‘SFG’’). SFG

(which on or before February 5, 2001,

will change its name to Met Investors

Group, Inc.) is an indirect whollyowned subsidiary of Metropolitan Life

Insurance Company, a New York life

insurance company (‘‘MetLife’’). Met

Advisory is registered as an investment

adviser under the Investment Advisers

Act of 1940, as amended (the ‘‘Advisers

Act’’).

5. Cova Investment Advisory

Corporation (‘‘Cova Advisory’’) serves as

investment adviser to CST but has

delegated responsibility for the day-today management of the series to certain

unaffiliated investment sub-advisers.2

Cova Advisory is an indirect whollyowned subsidiary of MetLife. Cova

Advisory is registered as an investment

adviser under the Advisers Act.

6. Security First Life is a stock life

insurance company founded in 1960

and organized under the laws of the

State of Delaware. Security First Life is

authorized to transact the business of

life insurance, including annuities, and

is currently licensed to do business in

49 states and the District of Columbia.

Security First Life is a wholly-owned

subsidiary of SFG.

7. Cova Financial Services Life is a

stock life insurance company founded

in 1981 and organized under the laws of

Federal Register / Vol. 66, No. 12 / Thursday, January 18, 2001 / Notices 4869

the State of Missouri. Cova Financial

Life, is a stock insurance company

founded in 1972 and organized under

the laws of the State of California. Cova

Financial Services Life and Cova

Financial Life are indirect whollyowned subsidiaries of Met Life. Cova

Life and its affiliates are authorized to

transact the business of life insurance,

including annuities, and among them

are currently licensed to do business in

47 states and the District of Columbia.

8. FIRMCO currently serves as the

investment sub-adviser to the Balanced,

Equity Income and the Growth &

Income Equity Portfolios of CST and

will serve as investment adviser to the

Firstar Balanced, Firstar Equity Income

and the Firstar Growth & Income Equity

Portfolios (collectively the ‘‘Firstar

Portfolios’’) of the newly created MIT.

FIRMCO is a subsidiary of Firstar

Corporation. FIRMCO is registered as an

investment adviser under the Advisers

Act. FIRMCO currently owns of record

5% or more of each of the Balanced,

Equity Income and Growth & Income

Equity Portfolios of CST.

9. On November 1, 2000 and

November 2, 2000, the Boards of

Trustees of the Acquired Portfolios,

including a majority of the Trustees who

are not interested persons under Section

2(a)(19) of the 1940 Act (the

‘‘Disinterested Trustees’’), authorized

agreements and plans of reorganization

(with respect to the Fund

Reorganizations as defined below) (the

‘‘Plans’’) pursuant to which certain

series of MIT will acquire all of the

assets and stated liabilities of certain

series of CST and SFT. Pursuant to the

terms of the Plans, the Acquired

Portfolios have agreed to sell all of their

assets (subject to the assumption of

certain stated liabilities) to certain

corresponding Acquiring Portfolios in

exchange for shares of the Acquiring

Portfolios (the ‘‘Fund Reorganizations’’).

The exchange will take place at the

respective net asset values calculated as

of the close of business on the business

day next preceding the date on which

the Fund Reorganizations will occur.

Shareholders of the Acquired Portfolios

will exchange their shares for Class A

shares of the Acquiring Portfolios. As a

result of the Fund Reorganizations, each

Acquired Portfolio shareholder will

receive Acquiring Portfolio shares

having an aggregate net asset value

equal to the aggregate net asset value of

the corresponding Acquired Portfolio’s

shares held by that shareholder. After

the distribution of the Acquiring

Portfolios’ shares and the winding up of

the Acquired Portfolios’ business, the

Acquired Portfolios will be liquidated.

10. No sales charge will be imposed

in connection with Class A shares of the

Acquiring Portfolios received by the

Acquired Portfolios’ shareholders.

Accordingly, no sales charges will be

incurred by shareholders of the

Acquired Portfolios in connection with

their acquisition of shares of the

Acquiring Portfolios in the Fund

Reorganizations. Upon consummation

of the transactions described above,

each Acquired Portfolio will distribute

its full and fractional shares of the

Acquiring Portfolio pro rata to its

shareholders of record, determined as of

the exchange date.

11. Prior to the Fund Reorganizations,

the shareholders of the Acquired

Portfolio and the Acquiring Portfolio

will hold shares with similar

characteristics. Shares of the Acquired

Portfolios and Class A shares of the

Acquiring Portfolios are sold without a

front-end sales charge or a contingent

deferred sales charge and are not subject

to any Rule 12b–1 fees.

12. The investment objectives of each

of the Acquired Portfolios is generally

either identical to or similar to that of

the corresponding Acquiring Portfolios.

The investment strategies of each

Acquired Portfolio and its

corresponding acquiring Portfolio

generally are also either identical or

similar.

13. Each Plan may be terminated by

the mutual agreement of the Boards of

the Portfolios on behalf of the Acquiring

Portfolio and the Acquired Portfolio,

respectively.

14. The Boards of CST and SFT, on

behalf of each of the Acquired

Portfolios, including in each case a

majority of Disinterested Trustee,

approved the Fund Reorganization as in

the best interests of shareholders and

determined that the interests of existing

shareholders will not be diluted as a

result of the Fund Reorganizations. The

Board of each Portfolio considered,

among other things, (a) the terms and

conditions of each Fund Reorganization;

(b) whether the Fund Reorganization

would result in the dilution of

shareholders’ interests; (c) the expense

ratios, fees and expenses of the

Acquiring Portfolios before the Fund

Reorganization and the estimated

expense ratios of the Acquiring

Portfolios after the Reorganization; (d)

comparability of the Acquiring and

Acquiring Portfolios’ investment

restrictions; (e) the investment

experience, expertise and resources of

the investment advisers; (f) the service

and distribution resources available to

MIT and the anticipated increased array

of investment alternatives available to

shareholders of MIT; (g) the fact that the

costs estimated to be incurred by the

Portfolios as a result of the Fund

Reorganizations will not be borne by the

Portfolios but will be borne by MetLife

or an affiliate; and (h) the expected

federal income tax consequences of the

Fund Reorganizations.

15. Each Fund Reorganization is

subject to the approval of the Acquiring

Portfolios shareholders. Special

Meetings of the Shareholders of the

Acquired Portfolios are scheduled to be

held on or about January 26, 2000. Cova

Life and its affiliates and Security First

Life will vote all shares of the Acquired

Portfolios in accordance with and in

proportion to timely voting instructions

received from Variable Contract owners

participating in separate accounts

requistered under the 1940 Act, the

value of which are invested in shared of

the Acquired Portfolio through such

separate accounts at the record date.

Shares of each Acquired Portfolio for

which properly executed voting

instructions are not received, including

shares not attributable to Variable

Contracts, will be voted in the same

proportion as that of shares of such

Acquired Portfolio for which

instructions are received. Proxy

materials have been mailed to the

Variable Contract owners participating

in registered separate accounts holding

shares of the Acquired Portfolios.

Proxies are not being solicited from

401(k) plan participants or any

investment sub-advisers who hold

shares of a Portfolio. The 401(k) plan

fiduciary will vote its shares in

proportion to the vote of Variable

Contract owners.

16. Fund Reorganizations also are

subject to the approval of the board of

trustees of MIT (the ‘‘MIT Board’’), on

behalf of each of the Acquiring

Portfolios, including in each case a

majority of Disinterested Trustees. Prior

to consummating the Fund

Reorganization, the MIT Board will have

reviewed the terms of the Fund

Reorganizations and will have

determined that the transactions are in

the best interests of the Acquiring

Portfolios. In approving the Plans, the

Board will consider the relevant factors

including, but not limited to those

factors considered by the CST and SFT

Boards.

17. MetLife or an affiliate will be

responsible for the expenses incurred in

connection with the Fund

Reorganizations.

18. The Plans are subject to a number

of conditions precedent, including

requirements that (a) the Plans shall

have been approved by the Boards on

behalf of each of the Acquiring

Portfolios and the Acquired Portfolio

4870 Federal Register / Vol. 66, No. 12 / Thursday, January 18, 2001 / Notices

1 Managed Accounts Services Portfolio Trust and

Mitchell Hutchins Asset Management, Inc.,

Investment Company Act Release Nos. 21590 (Dec.

15, 1995) (notice) and 21666 (Jan. 11, 1996) (order).

and approved by the requisite votes of

the holders of the outstanding shares of

each of the Acquired Portfolios in

accordance with the provisions of each

Portfolio’s Agreement and Declaration

of Trust and By-laws; (b) the Acquired

Portfolio and the Acquiring Portfolio

have received opinions of counsel

stating, among other things, that (i) each

Fund Reorganization will constitute a

‘‘fund reorganization’’ under Section

368 of the Internal Revenue Code of

1986, as amended (the ‘‘Code’’), (ii) the

Acquiring Portfolio and the Acquired

Portfolio is a ‘‘party to a fund

reorganization’’ within the meaning of

Section 368 of the Code, (iii) no gain or

loss will be recognized by the Acquiring

Portfolio upon the receipt of the assets

of the Acquired Portfolio solely in

exchange for the Acquiring Portfolio

shares and the assumption by the

Acquiring Portfolio of the identified

liabilities of the Acquired Portfolio and

(iv) no gain or loss will be recognized

by the Acquired Portfolio upon the

transfer of the Acquired Portfolio’s

assets to the Acquiring Portfolio in

exchange for the Acquiring Portfolio

shares and the assumption by the

Acquiring Portfolio of the identified

liabilities of the Acquired Portfolio or

upon the distribution of the Acquiring

Portfolio shares to Acquired Portfolio

shareholders in exchange for their

shares of the Acquired Portfolio; and (c)

the Acquired Portfolio and the

Acquiring Portfolio shall have received

from the Commission an order

exempting the Fund Reorganizations

from the provisions of Section 17(a) of

the 1940 Act.

Applicants’ Legal Analysis

1. Section 17(a) of the 1940 Act

provides, in pertinent part, that it is

unlawful for any affiliated person of a

registered investment company, or any

affiliated person of such a person, ‘‘(1)

knowingly to sell any security or other

property to such registered company

* * * [or] (2) knowingly to purchase

from such registered company * * *

any security or other property * * *’’

Section 2(a)(3) of the 1940 Act defines

the term ‘‘affiliated person’’ of another

person in include, in pertinent part,

‘‘(A) any person directly or indirectly

owning, controlling, or holding with

power to vote, 5 per centum or more of

the outstanding voting securities of such

other person; (B) any person 5 per

centum or more of whose outstanding

voting securities are directly or

indirectly owned, controlled, or held

with power to vote, by such other

person; (C) any person directly or

indirectly controlling, controlled by, or

under common control with, such other

person * * *; and (E) if such other

person in an investment company, any

is an investment advises thereof * * *’’

2. Applicants assert that Rule 17a–8

under the 1940 Act may not be available

to exempt the proposed transactions

described herein. The premise of Rule

17a–8 is that the investment companies

involved in mergers or consolidations

are under common control by virtue of

having a common investment adviser,

directors and/or officers and no other

affiliation exists. In this case, certain of

the Portfolios may be deemed to be

affiliated persons or affiliated persons of

each other because of the Insurance

Companies and FIRMCO’s share

ownership of the Portfolios.

3. Section 17(b) of the 1940 Act

provides that, notwithstanding Section

17(a), any person may file with the

Commission an application for an order

exempting a proposed transaction from

one or more provisions of that

subsection and that the Commission

shall grant such application and issue

such order of exemption if evidence

establishes that ‘‘(1) 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; (2) the proposed transaction

is consistent with the policy of each

registered investment company

concerned, as recited in its registration

statement and reports filed under [the

1940 Act], and (3) the proposed

transaction is consistent with the

general purpose of [the 1940 Act]

* * *.’’

4. Applicants submit that the terms of

the Fund 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 of

Trustees of CST and SFT, including the

Disinterested Trustees, found that

participation in the Fund

Reorganization is in the best interests of

each Portfolio based on the following

factors: (a) The interests of shareholders

will not be diluted; (b) the Portfolio’s

investment objectives and policies

generally are substantially similar; (c)

certain operational efficiencies may be

achieved upon the combination of the

Portfolios as a result of the economies

of scale associated with a more diverse

family of mutual funds; (d) no sales

charges will be imposed in connection

with the Fund Reorganizations; (e) the

service and distribution resources

available to MIT and the anticipated

increased array of investment

alternatives available to shareholders of

MIT; (f) the transactions will be free

from Federal income taxes; (g) the

conditions and policies of Rule 17a–8

under the 1940 Act will be followed; (h)

the transfer of securities in exchange for

shares will be at relative net asset value;

and (i) no overreaching by any person

concerned with the transactions will

occur.

Conclusion

For the reasons and upon the facts set

forth above, Applicants state that the

requested order meets the standards set

forth in Section 17(b) and should,

therefore, be granted.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–1403 Filed 1–17–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24823 (812–12276)]

PaineWebber PACE Select Advisors

Trust and Mitchell Hutchins Asset

Management, Inc.; Notice of

Application

January 11, 2001.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’)

ACTION: Notice of application for an

order under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) to amend a prior order that

granted an exemption from section 15(a)

of the Act and rule 18f–2 under the Act.

Summary of Application: Applicants

request an order amending a prior order

(‘‘Prior Order’’) that permits them to

enter into and materially amend

investment sub-advisory contracts

without receiving shareholder

approval.1

Applicants: PaineWebber PACE Select

Advisors Trust (formerly, Managed

Accounts Services Portfolio Trust) (the

‘‘Trust’’) and Mitchell Hutchins Asset

Management Inc. (‘‘Mitchell Hutchins’’).

Filing Date: The application was filed

on November 30, 1999 and amended on

January 5, 2001.

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