10042 Federal Register / Vol. 66, No. 30 / Tuesday, February 13, 2001 / Notices

shares of the Acquired and Acquiring

Funds are subject to a front-end sales

charge and a rule 12b–1 distribution fee.

Class B shares are subject to a

contingent deferred sales charge and a

rule 12b–1 distribution fee. No sales

charges will be imposed in connection

with the Reorganization. For purposes

of calculating the deferred sales charge,

shareholders of Class B of the Acquired

Fund will be deemed to have held Class

B shares of the Acquiring Fund since

the date the shareholders initially

purchased the shares of the Acquired

Fund. NorthPointe and VCI will bear the

Acquiring fund’s costs associated with

the Reorganization and B.C. Ziegler and

Company (‘‘Ziegler’’), the Acquired

Fund’s distributor and administrator,

will bear the Acquired Fund’s costs.

6. The Boards, including all of the

Disinterested Trustees, determined that

the Reorganization was in the best

interests of each Fund and its

shareholders, and that the interests of

the existing shareholders of the Funds

would not be diluted as a result of the

Reorganization. In assessing the

Reorganization, the Boards considered

various factors, including: (a) The

investment objectives and strategies of

the Acquired Fund and the Acquiring

Fund; (b) the investment advisory and

other fees paid by the Acquiring Fund

and the projected expense ratio of the

Acquiring Fund; (c) the terms and

conditions of the Plans; (d) the

anticipated tax consequences of the

Reorganization for the Funds and their

shareholders; and (e) the benefits to

Ziegler, VMF and its affiliates that could

result from the Reorganization.

7. The Reorganization is subject to a

number of conditions precedent,

including that: (a) The parties will have

complied with all material aspects of

the Plan on or before the Closing Date;

(b) there will have been no material

adverse changes to either the Acquiring

or the Acquired Fund; (c) the Funds will

have received opinions of counsel

concerning the tax-free nature of the

Reorganization; (d) the Acquired Fund’s

shareholders will have approved the

Plan; (e) an N–14 registration statement

relating to the Reorganization will have

become effective with the Commission;

(f) the Acquired Fund shall have

declared and paid dividends and other

distributions on or before the Closing

Date; and (g) applicants will have

received from the Commission the

exemptive relief requested by the

Application.

8. The Plan may be terminated and

the Reorganization abandoned at any

time prior to the Closing Date by the

mutual consent of the parties. In

addition, the plan may be terminated by

either party under certain circumstances

specified in the Plan. Applicants agree

not to make any material changes to the

Plan without prior approval of the

Commission staff.

9. A registration statement on Form

N–14 and definitive proxy solicitation

materials have been filed with the SEC

and were mailed to the Acquired Fund’s

shareholders on January 23, 2001. A

shareholders meeting of the Acquired

Fund is scheduled for February 22,

2001.

Applicants’ Legal Analysis

1. Section 17(a) of the Act, in relevant

part, prohibits an affiliated person of a

registered investment company, or an

affiliated person of such a 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

directly or indirectly owning,

controlling, or holding with power to

vote 5% or more of the outstanding

voting securities of the other person; (b)

any person 5% or more of whose

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

certain mergers, consolidations, and

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, and/or

common officers, provided that certain

conditions are satisfied.

3. Applicants believe that they may

not rely on rule 17a–8 in connection

with the Reorganization because the

Funds may be deemed to be affiliated by

reasons other than having a common

investment adviser, common directors,

and/or common officers. Applicants

state that the Acquiring Fund may be

deemed to be an affiliated person of

VMF because VMF owns more than 5%

of the outstanding voting securities of

the Acquiring Fund. Additionally, VMF

and NorthPointe are under the common

control of VCI. Therefore, the Acquiring

Fund may be deemed an ‘‘affiliated

person of an affiliated person’’ of the

Acquired Fund.

4. Section 17(b) of the Act provides,

in relevant part, that the Commission

may exempt a transaction from the

provisions of section 17(a) if evidence

establishes that 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, 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 request an order under

section 17(b) of the Act exempting them

from section 17(a) to the extent

necessary to complete the

Reorganization. Applicants submit that

the Reorganization satisfies the

standards of section 17(b) of the Act.

Applicants state that the terms of the

Reorganization are reasonable and fair

and do not involve overreaching.

Applicants state that the investment

objectives and strategies of the Acquired

Fund are similar to those of the

Acquiring Fund. Applicants also state

that the Boards, including all of the

Disinterested Trustees, found that the

participation of the Acquired and the

Acquiring Funds in the Reorganization

is in the best interests of each Fund and

its shareholders and that such

participation will not dilute the

interests of the existing shareholders of

each Fund. In addition, applicants state

that the Reorganization will be on the

basis of the Funds’ relative net asset

values.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 01–3627 Filed 2–12–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43930; File No. 265–22]

Advisory Committee on Market

Information

AGENCY: Securities and Exchange

Commission.

ACTION: Notice of meeting of the

Securities and Exchange Commission

Advisory Committee on Market

Information.

SUMMARY: The third meeting of the

Securities and Exchange Commission

Advisory Committee on Market

Information (‘‘Committee’’) will be held

on March 1, 2001, in the William O.

Douglas Room, at the Commission’s

main offices, 450 Fifth Street, NW.,

Washington, DC, beginning at 9 a.m.

The meeting will be open to the public,

and the public is invited to submit

written comments to the Committee.

Federal Register / Vol. 66, No. 30 / Tuesday, February 13, 2001 / Notices 10043

ADDRESSES: Written comments should

be submitted in triplicate and should

refer to File No. 265–22. Comments

should be submitted to Jonathan G.

Katz, Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549–0609.

FOR FURTHER INFORMATION CONTACT:

Anitra Cassas, Special Counsel, Division

of Market Regulation, at 202–942–0089;

Securities and Exchange Commission,

450 Fifth Street, NW., Washington, DC

20549–1001.

SUPPLEMENTARY INFORMATION: In

accordance with section 10(a) of the

Federal Advisory Committee Act, 5

U.S.C. App. 10a, and the regulations

thereunder, the Designated Federal

Official of the Committee, David S.

Shillman, has ordered publication of

this notice that the Committee will

conduct a meeting on March 1, 2001, in

the William O. Douglas Room at the

Commission’s main offices, 450 Fifth

Street, NW., Washington, DC beginning

at 9 a.m. The meeting will be open to

the public. This will be the third

meeting of the Committee. The purpose

of this meeting will be to discuss

possible ways to improve the existing

model for consolidating and

disseminating market information in the

equities markets, and other issues

relating to the public availability of

market information in the equities and

options markets.

Dated: February 6, 2001.

Jonathan G. Katz,

Secretary.

[FR Doc. 01–3625 Filed 2–12–01; 8:45 am]

BILLING CODE 8010–01–M

SOCIAL SECURITY ADMINISTRATION

Agency Information Collection

Activities: Proposed Request and

Comment Request

The Social Security Administration

(SSA) publishes a list of information

collection packages that will require

clearance by the Office of Management

and Budget (OMB) in compliance with

Public Law 104–13 effective October 1,

1995, The Paperwork Reduction Act of

1995. SSA is soliciting comments on the

accuracy of the agency’s burden

estimate; the need for the information;

its practical utility; ways to enhance its

quality, utility and clarity; and on ways

to minimize burden on respondents,

including the use of automated

collection techniques or other forms of

information technology.

Written comments and

recommendations regarding the

information collection(s) should be

submitted to the SSA Reports Clearance

Officer and to the OMB Desk Officer at

the following addresses:

(OMB) Office of Management and

Budget, Attn: Desk Officer for SSA,

New Executive Office Building, Room

10230, 725 17th St., NW.,

Washington, DC. 20503

(SSA) Social Security Administration,

DCFAM, Attn: Frederick W.

Brickenkamp 1–A–21 Operations

Bldg., 6401 Security Blvd., Baltimore,

MD 21235

I. The information collections listed

below will be submitted to OMB within

60 days from the date of this notice.

Therefore, your comments should be

submitted to SSA within 60 days from

the date of this publication. You can

obtain copies of the collection

instruments by calling the SSA Reports

Clearance Officer at 410–965–4145, or

by writing to him at the address listed

above.

1. Site Review Questionnaire for

Volume Payees, SSA–637; Site Review

Questionnaire for Fee-for Service

Payees, SSA–638; Site Review—

Beneficiary Interview Form, SSA–639—

0960–NEW. Titles II and XVI of the

Social Security Act provide for the

payment of Social Security and

Supplemental Security Income (SSI)

benefits to a relative, another person, or

an organization when the best interests

of the beneficiary will be served. Social

security regulations outline the duties

and responsibilities of representative

payees and require a written report

accounting for these benefits.

To ensure that benefits are being used

properly for beneficiaries, SSA will

conduct triennial site reviews for fee-for

service payees and volume payees

(organizations serving 100 or more

beneficiaries). The reviews include a

face-to-face meeting with the payee and

appropriate staff and examination/

verification of a sample of beneficiary

records and supporting documentation,

and may include beneficiary or

custodian interviews. The information

gathered using forms SSA–637, SSA–

638 and SSA–639 will be used to ensure

compliance with representative

payment policies and procedures. It will

enable SSA to identify poor payee

performance and initiate corrective

action as appropriate. The respondents

are individuals who receive a fee for

service, organizations serving as

representative payees for 100 or more

Social Security and Supplemental

Security Income beneficiaries, and

beneficiaries or custodians. Following is

an estimate of the annual public

reporting burden:

Volume

payees

Fee-forservice

payees

Beneficiaries/

custodians

Number of Respondents .......................................................................................................................... 347 333 2,040

Frequency of Response .......................................................................................................................... 1 1 1

Average Burden Per Response (Minutes) .............................................................................................. 60 60 10

Estimated Annual Burden (Hours) ........................................................................................................... 347 333 340

2. Earnings Record Information—

0960–0505. The information on Form

SSA–L3231–C1 is used by SSA to

ensure that the proper person is credited

with earnings reported for a minor

under age 7. The respondents are

businesses reporting earnings for

children under age 7.

Number of Respondents: 20,000.

Frequency of Response: 1.

Average Burden Per Response: 10

minutes.

Estimated Annual Burden: 3,333

hours.

3. Employer Verification of Earnings

After Death—0960–0472. The

information collected on Form SSA–

L4112 is used by SSA to determine

whether wages reported by an employer

are correct, when SSA records indicate

that the wage earner is deceased. The

respondents are employers who report

wages for a deceased employee.

Number of Respondents: 50,000.

Frequency of Response: 1.

Average Burden Per Response: 10

minutes.

Estimated Annual Burden: 8,333

hours.

II. The information collections listed

below have been submitted to OMB for

clearance. Your comments on the

information collections would be most

useful if received by OMB and SSA

within 30 days from the date of this

publication. You can obtain a copy of