Federal Register / Vol. 66, No. 46 / Thursday, March 8, 2001 / Notices 13983

2 17 CFR 240.12d2–2(d).

3 15 U.S.C. 78l(b).

4 17 CFR 200.30–3(a)(1).

thereunder,2 to withdraw its Common

Stock, $.001 par value (‘‘Security’’),

from listing and registration on the

American Stock Exchange (‘‘Amex’’).

Amex listing guidelines require that,

when a listed company is acquired by

an unlisted company, even though the

listed company is the nominal survivor,

the Amex will apply its original listing

criteria in evaluating the eligibility of

the surviving company for listing.

Representatives of the Amex have

advised the Issuer that, upon

completion of the Issuer’s expected

merger with PowerBrief, Inc., its

Security will no longer be eligible to be

listed on the Amex because the resultant

combined company will not meet the

Amex’s original listing criteria. As a

result, the Issuer has determined to

voluntarily withdraw its Security from

listing and registration on the Amex at

this time. The Issuer has indicated that

it will pursue the possibility of having

the Security quoted in the unlisted overthe-counter market once it has ceased to

trade on the Amex.

The Issuer has stated in its

application that it has complied with

the rules of the Amex governing the

withdrawal of its Security and that the

application relates solely to the

withdrawal of the Security from listing

on the Amex and registration under

Section 12(b) of the Act.3

Any interested person may, on or

before March 23, 2001, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549–0609,

facts bearing upon whether the

application has been made in

accordance with the rules of the Amex

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.4

Jonathan G. Katz,

Secretary.

[FR Doc. 01–5690 Filed 3–7–01; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24884; 812–12338]

Barr Rosenberg Series Trust; AXA

Rosenberg Investment Management

LLC, and AXA Rosenberg Group LLC;

Notice of Application

March 2, 2001.

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 a series of a

registered open-end management

investment company to acquire all of

the assets, subject to the liabilities, of

another series of the investment

company. Because of certain affiliations,

applicants may not rely on rule 17a–8

under the Act.

Applicants G: Barr Rosenberg Series

Trust (the ‘‘Trust’’), AXA Rosenberg

Investment Management LLC (the

‘‘Adviser’’), and AXA Rosenberg Group

LLC (‘‘AXA Rosenberg Group’’).

Filing Dates: The application was

filed on November 27, 2000, and was

amended on March 2, 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

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 March 23, 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

Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, NW., Washington, DC

20549–0609; Applicants: c/o J.B.

Kittredge, Jr., Esq., Ropes & Gray, One

International Place, Boston,

Massachusetts 02110–2624, Kenneth

Reid and Sara Ronan, AXA Rosenberg

Investment Management LLC, Four

Orinda Way, Building E, Orinda,

California 94563.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Senior Counsel, at (202)

942–0574 or Janet M. Grossnickle,

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

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549–0102 (telephone (202) 942–8090).

Applicants’ Representations

1. The Trust, a Massachusetts

business trust, is registered under the

Act as an open-end management

investment company and is currently

comprised of ten series, including the

AXA Rosenberg Japan Fund (the ‘‘Japan

Fund’’) and the AXA Rosenberg

International Equity Fund (the

‘‘International Fund’’ and together with

the Japan Fund, the ‘‘Funds’’).

2. The Adviser is the investment

adviser for the Funds, and is registered

as an investment adviser under the

Investment Advisers Act of 1940 (the

‘‘Advisers Act’’). The Adviser is owned

100% by AXA Rosenberg Group. AXA

Rosenberg Group is indirectly

controlled by AXA Group, a French

holding company for an international

group of insurance and related financial

services companies. AXA Group also

controls The Equitable Assurance

Society of the United States

(‘‘Equitable’’). AXA Rosenberg Group

owns for its own account approximately

82% of the outstanding voting securities

of the Japan Fund, and Equitable owns

for its own account approximately

100% of the outstanding voting

securities of the International Fund.

3. On December 4, 2000, the board of

directors of the Trust (the ‘‘Board’’),

including all of the directors who are

not ‘‘interested persons’’ as defined in

section 2(a)(19) of the Act

(‘‘Independent Directors’’), unanimously

approved an Agreement and Plan of

Reorganization (the ‘‘Plan’’). The Plan

provides that, on a date in the first

quarter of 2001 (the ‘‘Merger Date’’),

substantially all of the assets, subject to

the liabilities, of the Japan Fund will be

sold to the International Fund (the

‘‘Merger’’). The Plan provides that, as

payment for such assets, the

International Fund will issue to the

Japan Fund a number of shares of

designated classes which will be

calculated to equal in aggregate value

the net assets attributable to the shares

of the corresponding classes of the Japan

Fund acquired by the International

Fund. The shares issued by each class

of the International Fund will then be

distributed to the shareholders of the

13984 Federal Register / Vol. 66, No. 46 / Thursday, March 8, 2001 / Notices

corresponding class of the Japan fund

on a pro rata basis. The Japan Fund will

then be liquidated. Each Japan Fund

shareholder will receive International

Fund shares having an aggregate net

asset value equal to the aggregate net

asset value of the corresponding Japan

Fund shares held by that shareholder,

determined as of 4 p.m. on the Merger

Date. The assets and liabilities of both

funds will be valued at 4 p.m. on the

Merger Date consistently in accordance

with the valuation procedures set forth

in the Trust’s Registration Statement.

4. Applicants state that although not

identical, the investment objectives,

policies, and restrictions of the Funds

are generally similar. The Japan Fund

offers two classes of shares: Institutional

Shares and Investor Shares. The

International Fund offers five classes of

shares: Class A, Class B, Class C,

Institutional and Investor Shares. No

shares of Classes A, B, and C are

outstanding. Investor Shares of both

Funds pay a distribution and

shareholder service fee. Institutional

and Investor Shares of both Funds are

sold without any front-end or deferred

sales charge. Institutional and Investor

Shares of the International Fund have

rights and obligations, and enjoy

shareholders services that are identical

in all respects to those of the

corresponding class of Japan Fund

shares. No sales charge or fee of any

kind will be charged to either Fund’s

shareholders in connection with the

Merger, and the Funds will incur no

brokerage expenses or finders fee in

connection with the transfer of assets of

the Japan Fund to the International

Fund.

5. On December 4, 2000, the Board

determined that the Merger is in the best

interests of each of the Funds and their

shareholders and that the interests of

existing shareholders of the Funds will

not be diluted as a result of the Merger.

In making this determination, the Board

considered, among other things: (a) the

terms and conditions of the Merger; (b)

the tax-free nature of the Merger; (c) the

anticipated expenses of the Merger,

including the fact that the Adviser will

pay such expenses except brokerage

expenses, if any, in connection with the

pre-Merger disposition of certain of the

Japan Fund’s assets; and (d) the

compatibility of the Funds’ investment

objectives, policies and restrictions.

6. The Merger is subject to a number

of conditions precedent, including: (a)

the Plan shall have been approved by

the holders of a majority of the

outstanding shares of the Japan Fund;

(b) the parties shall have complied with

all material aspects of the Plan on or

before the Merger Date; (c) the

applicants shall have received from the

Commission the exemptive relief

requested in the application; (d) the

registration statement filed with the

Commission shall have become

effective; (e) the Funds shall have

received opinions of legal counsel

concerning the tax-free nature of the

Merger; and (f) the Japan Fund shall

have declared and paid dividends and

other distributions on or before the

Merger Date. The Plan may be

terminated and the Merger abandoned

by mutual agreement of the parties at

any time prior to the Merger Date. In

addition, the Plan may be terminated by

either party under certain circumstances

specified in the Plan. The applicants

agree that they will not make any

material changes to the Plan without

first obtaining the prior approval of the

Commission.

7. A Registration and Information

Statement on Form N–14 was filed with

the Commission on February 2, 2001. It

is anticipated that the Prospectus/

Information Statement will be mailed to

the Japan Fund’s shareholders on or

about March 6, 2001, and that AXA

Rosenberg Group will execute a majority

shareholder consent approving the

Merger on or about March 27, 2001.

Applicants state that because AXA

Rosenberg Group has indicated that it

will approve the Merger, no shareholder

proxies will be solicited.

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 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. Applicants

state that the Funds may be deemed

affiliated persons and thus the Merger

may be 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 be

reason of having a common investment

adviser, common directors, and/or

common officers, provided that certain

conditions are satisfied.

3. Applicants state that they may not

rely on rule 17a–8 because the Funds

may be deemed to be affiliated for

reasons other than those set forth in the

rule. The Japan Fund and International

Fund may also be deemed to be

affiliated because of (a) AXA Rosenberg

Group’s estimated 82% ownership

interest in the Japan Fund and its 100%

ownership of the Adviser, and (b) the

common control of AXA Rosenberg

Group, the Adviser and Equitable,

together with Equitable’s ownership of

approximately 100% of the outstanding

shares of the International Fund.

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

considerations 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 request an order under

section 17(b) of the Act exempting them

from section 17(a) of the Act to the

extent necessary to complete the

Merger. Applicants submit that the

Merger satisfies the standards of section

17(b) of the Act. Applicants state that

the Board, including all of the

Disinterested Trustees, has determined

that participation in the Merger is in the

best interests of each Fund, and that the

interests of the Funds’ shareholders will

not be diluted as a result of the Merger.

The applicants also state that the Merger

will be based on 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. 01–5724 Filed 3–7–01; 8:45 am]

BILLING CODE 8010–01–M