Federal Register / Vol. 65, No. 106 / Thursday, June 1, 2000 / Notices 35145

NATIONAL SCIENCE FOUNDATION

Special Emphasis Panel in Polar

Programs: Notice of Meeting

In accordance with the Federal

Advisory Committee Act (Pub. L. 92–

463, as amended), the National Science

Foundation announces the following

meeting:

Name and Committee Code: Special

Emphasis Panel in Polar Programs (1209).

Date and Time: June 27–29, 2000; 8:30 am–

5 pm.

Place: National Science Foundation, 4201

Wilson Blvd., Room 330, Arlington, VA.

Type of Meeting: Closed.

Contact Person: Polly A. Penhale, Program

Manager, Antarctic Biology and Medicine,

Office of Polar Programs. Rm. 755 S, 4201

Wilson Boulevard, Arlington, VA 22230.

Telephone: (703) 306–1033.

Minutes: May be obtained from the contact

person listed above.

Purpose of Meeting: To provide advice and

recommendations concerning proposals

submitted to NSF for financial support.

Agenda: To review and evaluate proposals

submitted to Life in Extreme Environments

(LExEN) NSF–00–37 as part of the selection

process for awards.

Reason for Closing: The proposals being

reviewed include information of a

proprietary or confidential nature, including

technical information; financial data, such as

salaries; and personal information

concerning individuals associated with the

proposals. These matters are exempt under 5

U.S.C. 552b(c), (4) and (6) of the Government

in the Sunshine Act.

Dated: May 26, 2000.

Karen J. York,

Committee Management Officer.

[FR Doc. 00–13681 Filed 5–31–00; 8:45 am]

BILLING CODE 7555–01–M

NUCLEAR REGULATORY

COMMISSION

[Docket No. 50–336]

Northeast Nuclear Energy Company;

Notice of Withdrawal of Application for

Amendment to Facility Operating

License

The U.S. Nuclear Regulatory

Commission (the Commission) has

granted the request of Northeast Nuclear

Energy Company (the licensee) to

withdraw part of its December 14, 1999,

application as supplemented February

11, March 30, and April 26, 2000, for

proposed amendment to Facility

Operating License No. DPR–65 for the

Millstone Nuclear Power Station, Unit

No. 2, located in Waterford,

Connecticut.

By letter dated April 28, 2000, we

issued Amendment No. 245 approving

the proposed changes with the

exception of those changes related to

technical specification (TS) Section

3.9.11, ‘‘Refueling Operations—Water

Level—Reactor Vessel.’’ These proposed

changes would have revised the

terminology, applicability, surveillance

requirements, and the associated action

statement for TS Section 3.9.11,

‘‘Refueling Operations—Water Level—

Reactor Vessel.’’

The Commission had previously

issued a Notice of Consideration of

Issuance of Amendment published in

the Federal Register on March 17, 2000

(65 FR 14632). However, by letter dated

April 26, 2000, the licensee withdrew a

portion of the amendment request.

For further details with respect to this

action, see the application for

amendment dated December 14, 1999,

as supplemented February 11, March

30, and April 26, 2000, and the

licensee’s letter dated April 26, 2000,

which withdrew the portion of the

application related to TS Section 3.9.11.

The above documents are available for

public inspection at the Commission’s

Public Document Room, the Gelman

Building, 2120 L Street, NW.,

Washington, DC, and accessible

electronically through the ADAMS

Public Electronic Reading Room link at

the NRC Web site (http://www.nrc.gov).

Dated at Rockville, Maryland, this 24th day

of May 2000.

For the Nuclear Regulatory Commission.

Jacob I. Zimmerman,

Project Manager, Section 2, Project

Directorate I, Division of Licensing Project

Management, Office of Nuclear Reactor

Regulation.

[FR Doc. 00–13690 Filed 5–31–00; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24474; 812–12008]

Armada Funds, et al.; Notice of

Application

May 24, 2000.

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 OF THE APPLICATION:

Applicants request an order to permit

certain series of Armada Funds

(‘‘Armada’’) to acquire all of the assets

and liabilities of all of the series of The

Parkstone Group of Funds (‘‘Parkstone’’)

(the ‘‘Reorganization’’). Because of

certain affiliations, applicants may not

rely on rule 17a–8 under the Act.

APPLICANTS: Armada, Parkstone, and

National City Investment Management

Company (‘‘NCIMC’’).

FILING DATES: The application was filed

on March 1, 2000, and amended on May

23, 2000.

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 15, 2000, 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 winter’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. Armada, Parkstone, One Freedom

Valley Drive, Oaks, Pennsylvania 19456;

NCIMC, 1900 East Ninth Street,

Cleveland, Ohio 44114.

FOR FURTHER INFORMATION CONTACT:

Bruce R. MacNeil, Staff Attorney, (202)

942–0634 (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. Parkstone, a Massachusetts

business trust, is registered under the

Act as an open-end management

investment company and is comprised

of 16 series (the ‘‘Acquired Funds’’).

Armada, a Massachusetts business trust,

is registered under the Act as an openend management investment company.

Armada is compared of 28 series, 16 of

which will participate in the

Reorganization. Eleven of these series

are currently operating (the ‘‘Operating

Acquiring Funds’’) and 5 are newly

organized shell series (the ‘‘Shell

Acquiring Funds,’’ and together with

the Operating Acquiring Funds, the

‘‘Acquiring Funds’’). The Acquiring

Funds and the Acquired Funds are

collectively referred to as the Funds.’’

Applicants state that the investment that

the objectives, policies and restrictions

of each Acquired Fund and its

35146 Federal Register / Vol. 65, No. 106 / Thursday, June 1, 2000 / Notices

1The Acquired Funds and their corresponding

Acquiring Funds are: (1) Parkstone Prime

Obligations Fund and Armada Money Market Fund;

(2) Parkstone U.S. Government Obligations Fund

and Armada Government Money Market Fund; (3)

Parkstone Tax-Free Fund and Armada Tax Exempt

Money Market Fund; (4) Parkstone Bond Fund and

Armada Bond Fund; (5) Parkstone Limited Maturity

Bond Fund and Armada Enhanced Income Fund;

(6) Parkstone Intermediate Government Obligations

Fund and Armada Intermediate Bond Fund; (7)

Parkstone Income Fund and Armada Equity Income

Fund; (8) Parkstone Small Capitalization Fund and

Armada Small Cap Growth Fund; (9) Parkstone

International Discovery Fund and Armada

International Equity Fund; (10) Parkstone Balanced

Allocation Fund and Armada Allocation Fund; (11)

Parkstone National Tax Exempt Bond Fund and

Armada National Tax Exempt Bond Fund; (12)

Parkstone Large Capitalization Fund and Armada

Large Cap Ultra Fund; (13) Parkstone U.S.

Government Income Fund and Armada U.S.

Government Income Fund; (14) Parkstone Mid

Capitalization Fund and Armada Mid Cap Growth

Fund; (15) Armada Michigan Municipal Bond Fund

and Armada Michigan Municipal Bond Fund; and

(16) Parkstone Treasury Fund and Armada Treasury

Plus Money Market Fund.

2Class A and B shares of Armada Money Market

Fund, Armada Government Money Market Fund,

Armada Tax Exempt Money Market Fund, and

Armada Treasury Plus Money Market Fund and

Investor A and B shares of Parkstone Prime

Obligations Fund, Parkstone U.S. Government

Obligations Fund, Parkstone Tax-Free Fund, and

Parkstone Treasury Fund are not subject to any

sales charge.

corresponding Acquiring Fund are

substantially similar.

2. NCIMC is registered under the

Investment Advisers Act of 1940 and is

the investment adviser for the Acquired

Funds and Operating Acquiring Funds

and will be the investment adviser for

the Shell Acquiring Funds. NCIMC is a

wholly-owned subsidiary of National

City Corporation (‘‘NCC’’).

3. National City Bank, a subsidiary of

NCC, and certain of its affiliated

companies (‘‘National City Group’’),

hold of record, in their name and in the

names of their nominees, more than 5%

(and with respect to certain Funds more

than 25%) of the outstanding voting

securities of certain of the Funds. All of

these securities are held for the benefit

of others in a trust, agency, custodial, or

other fiduciary or representative

capacity, except that certain of the

companies of National City Group may,

at times, own economic interests in

certain money market Funds for their

own account.

4. On November 19, 1998, May 11,

1999, July 20–21, 1999 and November

17, 1999, the boards of trustees of

Armada and Parkstone (the ‘‘Boards’’)

including a majority of the trustees who

are not ‘‘interested persons,’’ as defined

in section 2(a)(19) of the Act

(‘‘Disinterested Trustees’’), approved

Plans of Reorganization (each a ‘‘Plan’’

and collectively, the ‘‘Plans’’) between

Armada and Parkstone. Pursuant to the

Plans, each Acquiring Fund will acquire

all of the assets and liabilities of the

corresponding Acquired Fund in

exchange for shares of the Acquiring

Funds.1

5. Armada has four classes of shares:

Class A, Class B, Class C and Class I.

Class C shares will not be involved in

the Reorganization. Parkstone has three

classes of shares: Investor A, Investor B,

and Institutional. The number of

Acquiring Fund shares to be issued to

shareholders of the Acquired Fund will

be determined by dividing the aggregate

net assets of each Acquired Fund class

by the net asset value per share of the

corresponding Acquiring Fund class,

each computed as of the close of

business on the closing date (‘‘Closing

Date’’). Shareholders of Investor A,

Investor B, and Institutional shares of

the Acquired Funds will receive Class

A, Class B, and Class I shares,

respectively, of the corresponding

Acquiring Fund. The Plans provide that

these Acquiring Fund shares will be

distributed pro rata to the shareholders

of record in the applicable Acquired

Fund class, determined as of the close

of business on the Closing Date, in

complete liquidation of each Acquired

Fund. Applicants anticipate that the

Closing Date will be on or around June

16, 2000.

6. Applicants state that the

investment objectives, policies, and

restrictions of each Acquiring Fund are

substantially similar to those of its

corresponding Acquired Fund. Class A

and Investor A shares are subject to a

front end sales charge and a rule 12b–

1 distribution fee and certain

shareholders may be subject to a

deferred sales charge. Class B and

Investor B shares are subject to a

contingent deferred sales charge 2 and a

rule 12b–1 distribution fee. Class I and

Institutional shares are subject to a rule

12b–1 distribution fee but not a sales

charge. No sales charge will be imposed

in connection with the Reorganization.

For purposes of calculating the deferred

sales charge, shareholders of Investor A

and Investor B shares of the Acquired

Funds will be deemed to have held

Class A and Class B shares of the

corresponding Acquiring Fund since the

date the shareholders initially

purchased the shares of the Acquired

Fund.

7. The Boards, including a majority of

the Disinterested Trustees, found that

participation in the Reorganization is in

the best interest of each Fund and that

the interests of existing shareholders of

the Funds 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

expense ratios of the Acquiring Funds

and the Acquired Funds; (c) the

compatibility of the investment

objectives and investment strategies of

the Acquiring Funds and Acquired

Funds; (d) the terms and conditions of

the Plans; and (e) the tax-free nature of

the Reorganization. The Acquiring

Funds’ Board also considered that

Armada and National City Bank will

equally bear the expenses associated

with the Reorganization, except that

Armada will bear any registration fees

payable under federal and state law.

8. The Plans may be terminated by

mutual written consent of the Acquiring

Fund and Acquired Fund at any time

prior to the Closing Date. In addition,

either party may terminate a Plan in

writing without liability to the

terminating party if certain conditions

are not satisfied prior to the Closing

Date.

9. Definitive proxy solicitation

materials have been filed with the SEC

and were mailed to the Acquired Fund’s

shareholders on or about March 31,

2000. A special meeting of the Acquired

Funds’ shareholders was held on May

10, 2000, and the Acquired Funds’

shareholders approved the Plans.

10. 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 Fund

shareholders will have approved the

Plans; (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 concerning the taxfree nature of the Reorganization; and

(e) each Acquired Fund that is not

reorganizing into a corresponding Shell

Acquiring 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 Plans

that affect the application without prior

SEC staff approval.

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

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 that

directly or indirectly owns, controls, or

holds with power to vote 5% or more

Federal Register / Vol. 65, No. 106 / Thursday, June 1, 2000 / Notices 35147

1 17 CFR 240.11Aa3–2.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Act and Rule 11Aa3–2 thereunder. See

Securities Exchange Act Release No. 17638 (Mar.

18, 1981). The OPRA Plan provides for the

collection and dissemination of last sale and

quotation information on options that are traded on

the member exchanges. The five exchanges which

agreed to the OPRA Plan are the American Stock

Exchange (‘‘Amex’’); the Chicago Board Options

Exchange (‘‘CBOE’’); the New York Stock Exchange

(‘‘NYSE’’); the Pacific Exchange (‘‘PCX’’); and the

Philadelphia Stock Exchange (‘‘Phlx’’).

3See Securities Exchange Act Release No. 42002

(October 13, 1999), 64 FR 56543.

4See letters from Gerald D. Putnam, Chief

Executive Officer, Archipelago, L.L.C., to Jonathan

G. Katz, Secretary, Commission, dated November

10, 1999 (‘‘Archipelago Letter’’); the United States

Department of Justice, to the Commission, dated

November 10, 1999 (‘‘Justice Letter’’); and Michael

J. Simon, Senior Vice President, General Counsel,

and Secretary, International Securities Exchange, to

Jonathan G. Katz, Secretary, Commission, dated

November 17, 1999 (‘‘ISE Letter’’).

5See letters to Deborah L. Flynn, Division of

Market Regulation, Commission, from Joseph

Corrigan, Executive Director, OPRA, dated

December 31, 1999 (‘‘Amendment No. 1’’) and April

26, 2000 (‘‘Amendment No. 2’’). See also letter to

John Roeser, Division of Market Regulation,

Commission, from Joseph Corrigan, Executive

Director, OPRA, dated May 17, 2000 (‘‘Amendment

No. 3’’). In Amendment No. 1, OPRA responded to

the issues raised by commenters, but proposed no

changes to its original filing. In Amendment No. 2,

OPRA proposed to revise the list of factors to be

considered in the determination of a participation

fee and to implement the proposed fee structure on

a temporary basis to expire at the end of calendar

year 2000. In Amendment No. 3, as described

below, OPRA proposes to modify its initial filing to

incorporate into the OPRA Plan the concept of a

participation fee, with the specific standards

applicable to the determination of the amount of a

participation fee to be added by a future OPRA Plan

amendment, subject to Commission approval.

OPRA also proposes to make conforming changes

to its Application Agreement.

6See Archipelago Letter, Justice Letter, and ISE

Letter, supra note 4.

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; and (c) any

person directly or indirectly controlling,

controlled by, or under common control

with the other person.

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 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 National

City Group holds of record more than

5% (and in some cases more than 25%)

of the outstanding voting securities of

certain of the 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 Reorganization satisfy the standards

set forth in section 17(b). Applicants

note that the Boards, including a

majority of the Disinterested Trustees,

found that participation in the

Reorganization is in the best interests of

each Fund and 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.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–13615 Filed 5–31–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42817; File No. SR–OPRA–

99–01]

Options Price Reporting Authority;

Notice of Filing and Order Granting

Accelerated Effectiveness of

Amendment to OPRA Plan Adopting a

Participation Fee Payable by Each New

Party to the Plan

May 24, 2000.

On August 16, 1999, pursuant to Rule

11Aa3–2 under the Securities Exchange

Act of 1934 (‘‘Act’’),1 the Options Price

Reporting Authority (‘‘OPRA’’) 2

submitted to the Securities and

Exchange Commission (‘‘Commission’’)

an amendment to the Plan for Reporting

of Consolidated Options Last Sale

Reports and Quotation Information

(‘‘OPRA Plan’’). The proposed

amendment would add provisions

applicable to a participation fee payable

by each new party to the OPRA Plan

and codifies procedures applicable to

the admission of new parties to the

OPRA Plan. Notice of the proposed

OPRA Plan amendment was published

in the Federal Register on October 20,

1999.3 The Commission received three

comment letters on the proposed OPRA

Plan amendment.4 On January 3, 2000,

April 28, 2000, and May 18, 2000,

OPRA submitted Amendments Nos. 1,

2, and 3, respectively.5 The Commission

is publishing this notice and order to

grant accelerated approval to the

proposed OPRA Plan amendment, as

revised by Amendment No. 3, and to

solicit comments from interested

persons on Amendment No. 3.

I. Background

Currently, the OPRA Plan provides

that any national securities exchange or

registered securities association whose

rules governing the trading of

standardized options have been

approved by the Commission may

become a party to the OPRA Plan,

provided it agrees to conform to the

terms and conditions of the OPRA Plan.

However, the OPRA Plan does not

provide procedures for the application

process or for a participation fee to be

paid by an exchange at the time it

becomes a party to the OPRA Plan.

In response to the application recently

received from the International

Securities Exchange (‘‘ISE’’) to become a

party to the OPRA Plan and in

anticipation of the receipt of additional

applications from other new options

exchanges, OPRA’s initial filing

proposed to incorporate into the OPRA

Plan certain application forms and

procedures to be used to apply to

become a party to the OPRA Plan and

to obtain interim access to the OPRA

system and to the OPRA Processor for

planning and testing purposes. The

initial filing also proposed to add to the

OPRA Plan provisions for a one-time

participation fee payable by each new

party to the OPRA Plan.

The Commission received three

comment letters on the proposed OPRA

Plan amendment.6 None of the

commenters oppose the proposed

establishment of an OPRA participation

fee. However, the commenters raise

concerns regarding the factors OPRA

proposed to consider in determining the

amount of the participation fee,

asserting that the proposed OPRA Plan

amendment could create a barrier to

entry into the options industry that

could harm competition. In response to