[Federal Register Volume 69, Number 89 (Friday, May 7, 2004)]
[Notices]
[Pages 25620-25623]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-10465]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-26440; 812-12839]


Wachovia Bank National Association, et al.; Notice of Application 
May 3, 2004.

AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under (a) section 
12(d)(1)(J) of the Investment Company Act of 1940 (``Act'') for an 
exemption from sections 12(d)(1)(A) and (B) of the Act, (b) sections 
6(c) and 17(b) for an exemption from section 17(a) of the Act, (c) 
section 6(c) for an exemption from section 17(e) of the Act, and (d) 
section 17(d) of the Act and rule 17d-1 under the Act for an order 
permitting certain joint transactions.

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Applicants: Wachovia Bank National Association (``Wachovia Bank''); 
Evergreen Money Market Trust and Evergreen Select Money Market Trust, 
and their series (the ``Evergreen Money Market Funds''); Evergreen 
Investment Management Company, LLC (``Advisor''); and Wachovia 
Securities, LLC. (``Wachovia Securities'').

Summary of Application: Applicants request an order that would permit 
certain registered management investment companies, and series thereof 
(``Registered Lending Funds'') (a) to invest cash collateral that is 
received in connection with a securities lending program (``Cash 
Collateral'') in shares of the Evergreen Money Market Funds beyond the 
limits set forth in sections 12(d)(1)(A) and (B) of the Act, (b) to pay 
a lending agent, which may become an affiliated person of a Registered 
Lending Fund solely as a result of the Registered Lending Fund 
investing Cash Collateral in the Evergreen Money Market Funds, a fee 
based on a share of the revenue derived from securities lending 
activities, (c) to lend portfolio securities to broker-dealers, which 
may become affiliated persons of the Registered Lending Fund solely as 
a result of the Registered Lending Fund investing Cash Collateral in 
the Evergreen Money Market Funds, and (d) to engage in principal 
transactions with, and pay brokerage commissions to, broker-dealers 
that are affiliated persons of the Registered Lending Fund solely as a 
result of the Registered Lending Fund investing Cash Collateral in the 
Evergreen Money Market Funds.

Filing Dates: The application was filed on June 21, 2002, and amended 
on November 20, 2003.

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 June 1, 2004, 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 Catherine F. Kennedy, Evergreen Funds, 200 
Berkeley Street, Boston, MA 02116-9000.

FOR FURTHER INFORNATION CONTACT: Stacy L. Fuller, Senior Counsel, or 
Todd F. Kuehl, 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. Wachovia Bank is a national banking association chartered by the 
Office of the Comptroller of the Currency and a banking subsidiary of 
Wachovia Corporation, a publicly held financial holding company. 
Wachovia Securities is a wholly owned subsidiary of Wachovia 
Corporation that is registered as a broker-dealer under the Securities 
Exchange Act of 1934; Wachovia Securities and other broker-dealers that 
are controlling, controlled by or under common control with Wachovia 
Securities are each referred to as an ``Affiliated Broker-Dealer'' and 
collectively referred to as the ``Affiliated Broker-Dealers.'' The 
Advisor is an indirect wholly owned subsidiary of Wachovia Corporation 
and of Wachovia Bank that is registered as an investment adviser under 
the Investment Advisers Act of 1940. Each Registered Lending Fund has 
as its investment adviser an entity that is not affiliated with 
Wachovia Corporation. Registered Lending Funds may participate from 
time to time as lenders in the securities lending program, described 
below, with Wachovia Bank as lending agent (the ``Program'').\1\
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    \1\ All existing investment companies that are advised by the 
Advisor and currently intend to rely on the requested relief have 
been named as applicants. Any existing or future Registered Lending 
Fund, Affiliated Broker-Dealer or Evergreen Money Market Fund may 
rely on the requested relief only in accordance with the terms and 
conditions of the application.
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    2. The Evergreen Money Market Funds, which are series of Delaware 
statutory trusts, are open-end management investment companies that are 
registered under the Act. The Evergreen Money Market Funds are money 
market funds that comply with rule 2a-7 under the Act. The Advisor 
serves as investment adviser to all of the Evergreen Money Market 
Funds. Shares of the Evergreen Money Market Funds (``Shares'') will not 
be subject to any sales load, redemption fee, asset-based sales charge 
under a plan adopted in accordance with rule 12b-1 under the Act or 
service fee (as defined in rule 2830(b)(9) of the Conduct Rules of the 
National Association of Securities Dealers (``Rule 2830'')).
    3. The Program will be administered by Wachovia Bank. Wachovia Bank 
will enter into a securities lending agency agreement (``Agency 
Agreement'') with each Registered Lending Fund (a) appointing Wachovia 
Bank to serve as the Registered Lending Fund's agent in connection with 
lending portfolio securities held in a custody account for the benefit 
of the Registered Lending Fund, (b) authorizing Wachovia Bank, as agent 
for the Registered Lending Fund, to enter into a master securities loan 
agreement (``SLA'') with each entity designated by the Registered 
Lending Fund as an eligible borrower (``Borrower''), and lend 
securities to Borrowers in exchange for Cash Collateral and other 
permitted types of collateral, and (c) instructing Wachovia Bank to 
invest any Cash Collateral in Shares of an Evergreen Money Market Fund 
or otherwise pursuant to instructions from the Registered Lending Fund 
or its investment adviser.
    4. The duties to be performed by Wachovia Bank as lending agent 
with respect to any Registered Lending Fund will not exceed the 
parameters

[[Page 25621]]

described in Norwest Bank, Minnesota, N.A., SEC No-Action Letter (Pub. 
Avail. May 25, 1995), except to the extent that the staff or the 
Commission may amend, modify or withdraw that letter.
    5. With respect to securities loans that are collateralized by Cash 
Collateral, the Borrower will receive a fixed return based on the 
amount of cash held as collateral for the term of the loan; the 
Registered Lending Fund will be compensated on the spread between the 
net amount earned on the investment of the Cash Collateral and the 
return fixed for the Borrower. In the case of collateral other than 
Cash Collateral, the Registered Lending Fund will receive a loan fee 
paid by the Borrower equal to the agreed upon fee times the percentage 
of the market value of the loaned securities specified in the SLA.
    6. Applicants request relief to permit the Registered Lending Funds 
(a) to invest Cash Collateral in Shares of the Evergreen Money Market 
Funds beyond the limits set forth in sections 12(d)(1)(A) and (B), (b) 
to pay Wachovia Bank, a lending agent that may become an affiliated 
person of the Registered Lending Fund solely as a result of the 
Registered Lending Fund investing Cash Collateral in the Evergreen 
Money Market Funds, a fee based on a share of the revenue derived from 
securities lending activities, (c) to lend portfolio securities to the 
Affiliated Broker-Dealers, which are affiliated persons of the 
Registered Lending Fund solely as a result of the Registered Lending 
Fund investing Cash Collateral in the Evergreen Money Market Funds, and 
(d) to engage in principal transactions with, and pay brokerage 
commissions to, the Affiliated Broker-Dealers.

Applicants' Legal Analysis

A. Investment of Cash Collateral in the Evergreen Money Market Funds

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company may acquire securities of another investment company 
representing more than 3% of the acquired company's outstanding voting 
stock, more than 5% of the acquiring company's total assets, or, 
together with the securities of other investment companies, more than 
10% of the acquiring company's total assets. Section 12(d)(1)(B) of the 
Act provides that no registered open-end investment company may sell 
its securities to another investment company if the sale will cause the 
acquiring company to own more than 3% of the acquired company's voting 
stock, or if the sale will cause more than 10% of the acquired 
company's voting stock to be owned by investment companies. Applicants 
propose that the Registered Lending Funds acquire Shares of the 
Evergreen Money Market Funds, and the Evergreen Money Market Funds sell 
Shares to Registered Lending Funds, beyond the limits set forth in 
sections 12(d)(1)(A) and (B) of the Act.
    2. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt any person or transaction from any provision of section 12(d)(1) 
if and to the extent that the exemption is consistent with the public 
interest and the protection of investors. Applicants request an 
exemption under section 12(d)(1)(J) to permit each Registered Lending 
Fund to use Cash Collateral to acquire Shares of an Evergreen Money 
Market Fund in excess of the limits imposed by section 12(d)(1)(A), and 
each Evergreen Money Market Fund to sell its Shares to the Registered 
Lending Funds in excess of the limits imposed by section 12(d)(1)(B).
    3. Applicants state that the abuses meant to be addressed by 
section 12(d)(1) of the Act, including undue influence and the layering 
of fees, are not created by the proposed investment of the Registered 
Lending Funds' Cash Collateral in the Evergreen Money Market Funds. 
With respect to undue influence, applicants state that each Evergreen 
Money Market Fund is managed to maintain a high degree of liquidity; 
accordingly, no Registered Lending Fund will be in a position to gain 
undue influence over portfolio management due to the threat of 
redemption. Applicants also state that the proposed arrangement will 
not result in an inappropriate layering of fees because the Money 
Market Funds will not charge a sales load, redemption fee, asset-based 
sales charge or service fee (as defined in Rule 2830). Applicants 
further state that access to the Evergreen Money Market Funds will 
enhance each Registered Lending Fund's ability to manage and invest 
Cash Collateral. Finally, applicants represent that no Evergreen Money 
Market Fund will acquire securities of any other investment company in 
excess of the limits contained in section 12(d)(1)(A), except that an 
Evergreen Money Market Fund may (a) acquire securities of a registered 
open-end investment company in the same group of investment companies 
as the Evergreen Money Market Fund to the extent permitted by section 
12(d)(1)(E) of the Act and (b) purchase shares of an affiliated money 
market fund for short-term cash management purposes to the extent 
permitted by an exemptive order.\2\
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    \2\ Evergreen Select Fixed Income Trust, et al., ICA Rel. Nos. 
24213 (Dec. 21, 1999) (notice) and 24260 (Jan. 24, 2000) (order).
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    4. Sections 17(a)(1) and (2) of the Act prohibit an affiliated 
person of, or principal underwriter for, a registered investment 
company, or any affiliated person of the affiliated person or principal 
underwriter (``Second Tier Affiliate''), acting as principal, from 
selling any security to, or purchasing any security from, the 
registered investment company. Section 2(a)(3) of the Act defines an 
``affiliated person'' of another person to include 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; any 
person 5% or more of whose outstanding voting securities are directly 
or indirectly owned, controlled, or held with power to vote, by such 
other person; any person directly or indirectly controlling, controlled 
by, or under common control with, the other person; and, in the case of 
an investment company, its investment adviser. Control is defined in 
section 2(a)(9) of the Act to mean ``the power to exercise a 
controlling influence over the management or policies of a company.''
    5. Applicants state that if a Registered Lending Fund acquires 5% 
or more of the Shares of an Evergreen Money Market Fund, the Evergreen 
Money Market Fund may be deemed to be an affiliated person of the 
Registered Lending Fund. As a result, section 17(a) may prohibit each 
Evergreen Money Market Fund from selling its Shares to, and redeeming 
its Shares from, the Registered Lending Funds.
    6. Section 17(b) of the Act authorizes the Commission to exempt a 
transaction from section 17(a) if 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 the proposed transaction is consistent with the 
policy of each registered investment company concerned and with the 
general purposes of the Act. Section 6(c) of the Act authorizes the 
Commission to exempt any person or transaction, or any class or classes 
of persons or transactions, from any provision of the Act if the 
exemption is necessary or appropriate in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act.

[[Page 25622]]

    7. Applicants request an order under sections 6(c) and 17(b) of the 
Act to permit the Registered Lending Funds to use Cash Collateral to 
purchase Shares of the Evergreen Money Market Funds and to redeem those 
Shares. Applicants maintain that the terms of the proposed transactions 
are reasonable and fair because the Registered Lending Funds will 
purchase and sell Shares based on net asset value determined in 
accordance with the Act. Applicants represent that Wachovia Bank will 
not purchase Shares, as agent for a Registered Lending Fund in the 
Program, unless an officer of the Registered Lending Fund has certified 
to Wachovia Bank that its policies generally permit the Registered 
Lending Fund to engage in securities lending transactions, and the 
Registered Lending Fund has represented to Wachovia Bank that (a) such 
transactions are conducted in accordance with the guidelines of the 
Commission and/or its staff, (b) its policies permit the Registered 
Lending Fund to purchase Shares with Cash Collateral, and (c) its 
securities lending activities will be conducted in accordance with all 
representations and conditions in this application.
    8. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
any affiliated person of, or principal underwriter for, a registered 
investment company or any Second Tier Affiliate, acting as principal, 
from effecting any transaction in connection with any joint enterprise 
or other joint arrangement or profit sharing plan in which the 
investment company participates, without an order of the Commission.
    9. Applicants state that if a Registered Lending Fund owns 5% or 
more of the Shares of an Evergreen Money Market Fund, the Registered 
Lending Funds (by purchasing and redeeming shares of the Evergreen 
Money Market Funds), the Advisor (by acting as investment adviser to 
the Evergreen Money Market Funds), Wachovia Bank (by acting as lending 
agent, investing Cash Collateral in Shares, and receiving a portion of 
the revenue generated by securities lending transactions), and the 
Evergreen Money Market Funds (by selling Shares to and redeeming Shares 
from the Registered Lending Funds) could be deemed to be participants 
in a joint enterprise or other joint arrangement within the meaning of 
section 17(d) and rule 17d-1. Applicants request an order under section 
17(d) and rule 17d-1 to permit the transactions incident to the 
investment of Cash Collateral in the Evergreen Money Market Funds.
    10. Under rule 17d-1, in passing on applications for orders under 
section 17(d), the Commission considers whether the investment 
company's participation in the joint enterprise is consistent with the 
provisions, policies, and purposes of the Act, and the extent to which 
such participation is on a basis different from or less advantageous 
than that of other participants. Applicants submit that the proposed 
transactions satisfy the standards of section 17(d) and rule 17d-1.
    11. Applicants state that the Registered Lending Funds will 
purchase and sell Shares of the Evergreen Money Market Funds based on 
their net asset value determined in accordance with the Act. Applicants 
also maintain that, to the extent that any Registered Lending Fund 
invests in the Evergreen Money Market Funds as proposed, each 
Registered Lending Fund will participate on a fair and reasonable 
basis, relative to the size of its investment, in the returns and 
expenses of the Evergreen Money Market Funds.

B. Payment of Lending Agent Fees to Wachovia Bank

    12. Applicants state that to the extent a Registered Lending Fund 
acquires 5% or more of the Shares of an Evergreen Money Market Fund 
(and thereby becomes a Second Tier Affiliate of Wachovia Bank), the 
Agency Agreement, under which compensation is paid to Wachovia Bank 
based on the revenue generated for the Registered Lending Fund by the 
Program, could be deemed a joint enterprise or other joint arrangement 
in violation of section 17(d). Applicants accordingly seek an order 
under section 17(d) and rule 17d-1, to the extent necessary, to permit 
Registered Lending Funds to pay, and Wachovia Bank to accept, fees in 
connection with Wachovia Bank acting as lending agent. Applicants state 
that the nature of the affiliation between Wachovia Bank and the 
Registered Lending Funds would be such as not to give rise to any 
potential for overreaching and that the transactions between Wachovia 
Bank and the Registered Lending Funds would be on an arm's length 
basis.
    13. Applicants submit that the proposed lending fee meets the 
standard of rule 17d-1. Applicants state that the lending agent fee 
will be negotiated on an arm's length basis by and between the 
Registered Lending Fund and Wachovia Bank. Applicants further state 
that Wachovia Bank will not purchase Shares of an Evergreen Money 
Market Fund for a Registered Lending Fund unless an officer of the 
Registered Lending Fund has certified in writing that (a) participation 
in the Program has been approved by a majority of its directors (or 
trustees) who are not interested persons, as defined by section 
2(a)(19) of the Act, of the Registered Lending Fund (``Independent 
Directors''), and (b) the Independent Directors of the Registered 
Lending Fund will evaluate the Program no less frequently than annually 
to determine that the investment of Cash Collateral in the Evergreen 
Money Market Funds is in the best interests of the Registered Lending 
Fund's shareholders.

C. Lending Portfolio Securities to the Affiliated Broker-Dealers

    14. Section 17(a)(3) of the Act makes it unlawful for any 
affiliated person, or Second Tier Affiliate, of a registered investment 
company acting as principal, to borrow money or other property from the 
registered investment company. Applicants state that to the extent a 
Registered Lending Fund acquires 5% or more of the Shares of an 
Evergreen Money Market Fund, the Affiliated Broker-Dealers will be 
Second Tier Affiliates of the Registered Lending Fund. Accordingly, 
section 17(a)(3) could prohibit the Affiliated Broker-Dealers from 
borrowing securities from the Registered Lending Funds.
    15. Applicants seek relief under sections 6(c) and 17(b) from the 
above-described application of section 17(a)(3). Applicants submit that 
the requested relief meets the standards of sections 6(c) and 17(b) of 
the Act. Applicants state that each Registered Lending Fund will have 
an investment adviser that is not affiliated with the Affiliated 
Broker-Dealers. Applicants state that such investment adviser will have 
pecuniary interests directly aligned with those of the Registered 
Lending Fund, and that such adviser will have an opportunity to monitor 
the Registered Lending Fund's transactions with Affiliated Broker-
Dealers and to compare such transactions to those effected with other 
Borrowers. Applicants further state that the board of directors (or 
trustees) of each Registered Lending Fund will have an opportunity to 
impose conditions or limitations on borrowing activities between the 
Registered Lending Fund and Affiliated Broker-Dealers.
    16. To the extent a Registered Lending Fund acquires 5% or more of 
the Shares of an Evergreen Money Market Fund, applicants state that the 
Registered Lending Fund and Affiliated Broker-Dealers may be prohibited 
by section 17(d) and rule 17d-1 from entering into securities lending 
transactions. Accordingly, applicants seek relief under rule 17d-1. For 
the reasons discussed above, applicants assert that the requested 
relief meets the standards of section 17(d) and rule 17d-1.

[[Page 25623]]

D. Transactions With the Affiliated Broker-Dealers

    17. Sections 17(a)(1) and (2), as noted above, prohibit certain 
principal transactions between a registered investment company and its 
affiliates, including any Second Tier Affiliates. Applicants state that 
to the extent that the Affiliated Broker-Dealers and the Evergreen 
Money Market Funds are deemed to be under common control, an Affiliated 
Broker-Dealer could be considered to be an affiliated person of an 
Evergreen Money Market Fund and a Second Tier Affiliate of a Registered 
Lending Fund that acquires 5% or more of the Shares of an Evergreen 
Money Market Fund. Accordingly, applicants state, sections 17(a)(1) and 
(2) could prohibit the Affiliated Broker-Dealers, on a principal basis, 
from selling securities to and purchasing securities from the 
Registered Lending Funds.
    18. Applicants seek relief under sections 6(c) and 17(b) from 
section 17(a) to permit principal transactions between Registered 
Lending Funds and Affiliated Broker-Dealers where the affiliation 
between the parties arises solely as a result of an investment by the 
Registered Lending Fund in Shares of an Evergreen Money Market Fund. 
Applicants submit that the requested relief meets the standards of 
sections 6(c) and 17(b). Applicants assert that each Registered Lending 
Fund will have an investment adviser that is not affiliated with the 
Affiliated Broker-Dealers (and that in reality may be a competitor of 
the Affiliated Broker-Dealers). Accordingly, applicants maintain, the 
Affiliated Broker-Dealers will have no influence over decisions made by 
Registered Lending Funds, each transaction between a Registered Lending 
Fund and an Affiliated Broker-Dealer will be the product of arm's 
length bargaining, and there will be no element of self-dealing. 
Applicants further contend that, because the interests of a Registered 
Lending Fund's investment adviser will be directly and solely aligned 
with the Registered Lending Fund, it is reasonable to conclude that the 
consideration paid to, or received by, a Registered Lending Fund in 
connection with a principal transaction with an Affiliated Broker-
Dealer will be reasonable and fair.
    19. Section 17(e)(2)(A) makes it unlawful for any affiliated person 
of a registered investment company, or any Second Tier Affiliate, 
acting as broker in connection with the sale of securities to or by 
that registered investment company, to receive from any source a 
commission for effecting the transaction that exceeds, with respect to 
sales effected on a securities exchange, the usual and customary 
broker's commission. Rule 17e-1 provides that a commission shall be 
deemed not to exceed the usual and customary commission if certain 
procedures are followed by the registered investment company.
    20. Applicants seek relief under section 6(c) from section 17(e) to 
permit the Affiliated Broker-Dealers to (continue to) engage in 
brokerage transactions with, and to receive commissions from, 
Registered Lending Funds that become Second Tier Affiliates of the 
Affiliated Broker Dealers solely by reason of a Registered Lending 
Fund's investment in Shares of an Evergreen Money Market Fund. 
Applicants contend that the proposal meets the standards of section 
6(c). Applicants submit that the proposed brokerage transactions raise 
no possibility of self-dealing or any concern that the Registered 
Lending Funds will be managed in the interests of the Affiliated 
Broker-Dealers. Applicants believe that each transaction between a 
Registered Lending Fund and an Affiliated Broker-Dealer will be the 
product of arm's length bargaining because no investment adviser to a 
Registered Lending Fund will have an interest in benefiting an 
Affiliated Broker-Dealer at the expense of the Registered Lending Fund.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:

General

    1. The securities lending program of each Registered Lending Fund 
will comply with all present and future applicable guidelines of the 
Commission and/or its staff regarding securities lending arrangements.
    2. No Registered Lending Fund will purchase Shares of an Evergreen 
Money Market Fund unless an officer of the Registered Lending Fund 
certifies in writing that (a) participation in the Program has been 
approved by a majority of the Independent Directors of the Registered 
Lending Fund and (b) the Independent Directors of the Registered 
Lending Fund will evaluate the Program no less frequently than annually 
to determine that the investment of Cash Collateral in the Evergreen 
Money Market Funds is in the best interests of the shareholders of the 
Registered Lending Fund.

Investment of Cash Collateral in an Evergreen Money Market Fund

    3. No Registered Lending Fund will be permitted to invest its Cash 
Collateral in Shares of an Evergreen Money Market Fund unless an 
officer of the Registered Lending Fund certifies in writing that such 
investment complies with the Registered Lending Fund's investment 
objectives and policies.
    4. Investment in Shares of an Evergreen Money Market Fund by a 
particular Registered Lending Fund will be in accordance with the 
guidelines regarding the investment of Cash Collateral specified by the 
Registered Lending Fund in the Agency Agreement. A Registered Lending 
Fund's Cash Collateral will be invested in a particular Evergreen Money 
Market Fund only if (a) an officer of the Registered Lending Fund 
certifies in writing that the Evergreen Money Market Fund has been 
approved for investment by the Registered Lending Fund and (b) the 
Evergreen Money Market Fund invests in the types of instruments that 
the Registered Lending Fund has authorized for the investment of its 
Cash Collateral.
    5. Shares of an Evergreen Money Market Fund sold to and redeemed by 
a Registered Lending Fund will not be subject to a sales load, 
redemption fee, any asset based sales charge or service fee (as defined 
by Rule 2830).
    6. An Evergreen Money Market Fund will not acquire securities of 
any other investment company in excess of the limits of section 
12(d)(1)(A) of the Act, except that an Evergreen Money Market Fund may 
(a) acquire securities of a registered open-end investment company in 
the same group of investment companies as the Evergreen Money Market 
Fund to the extent permitted by section 12(d)(1)(E) of the Act and (b) 
purchase shares of an affiliated money market fund for short-term cash 
management purposes to the extent permitted by an exemptive order.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-10465 Filed 5-6-04; 8:45 am]
BILLING CODE 8010-01-P