Federal Register / Vol. 65, No. 115 / Wednesday, June 14, 2000 / Notices 37441

Article IV

Notwithstanding this Agreement, the

Commission may from time to time by

rule, regulation, or order, require that

the manufacturer, processor, or

producer of any equipment, device,

commodity, or other product containing

source, byproduct, or special nuclear

material shall not transfer possession or

control of such product except pursuant

to a license or an exemption from

licensing issued by the Commission.

Article V

This Agreement shall not affect the

authority of the Commission under

Subsection 161b or 161i of the Act to

issue rules, regulations, or orders to

protect the common defense and

security, to protect restricted data, or to

guard against the loss or diversion of

special nuclear material.

Article VI

The Commission will cooperate with

the State and other Agreement States in

the formulation of standards and

regulatory programs of the State and the

Commission for protection against

hazards of radiation and to assure that

Commission and State programs for

protection against hazards of radiation

will be coordinated and compatible. The

State agrees to cooperate with the

Commission and other Agreement States

in the formulation of standards and

regulatory programs of the State and the

Commission for protection against

hazards of radiation and to assure that

the State’s program will continue to be

compatible with the program of the

Commission for the regulation of

byproduct material covered by this

Agreement.

The State and the Commission agree

to keep each other informed of proposed

changes in their respective rules and

regulations, and to provide each other

the opportunity for early and

substantive contribution to the proposed

changes.

The State and the Commission agree

to keep each other informed of events,

accidents, and licensee performance

that may have generic implication or

otherwise be of regulatory interest.

Article VII

The Commission and the State agree

that it is desirable to provide reciprocal

recognition of licenses for the materials

listed in Article I licensed by the other

party or by any other Agreement State.

Accordingly, the Commission and the

State agree to develop appropriate rules,

regulations, and procedures by which

such reciprocity will be accorded.

Article VIII

The Commission, upon its own

initiative after reasonable notice and

opportunity for hearing to the State, or

upon request of the Governor of the

State, may terminate or suspend all or

part of this Agreement and reassert the

licensing and regulatory authority

vested in it under the Act if the

Commission finds that (1) such

termination or suspension is required to

protect public health and safety, or (2)

the State has not complied with one or

more of the requirements of Section 274

of the Act. The Commission may also,

pursuant to Section 274j(2) of the Act,

temporarily suspend all or part of this

Agreement if, in the judgement of the

Commission, an emergency situation

exists requiring immediate action to

protect public health and safety and the

State has failed to take necessary steps.

The Commission shall periodically

review actions taken by the State under

this Agreement to ensure compliance

with Section 274 of the Act which

requires a State program to be adequate

to protect public health and safety with

respect to the materials covered by this

Agreement and to be compatible with

the Commission’s program.

Article IX

This Agreement shall become

effective on [TBA], and shall remain in

effect unless and until such time as it is

terminated pursuant to Article VIII.

Dated at Rockville, Maryland, this

llllth day of llllll, 2000.

For the United States Nuclear Regulatory

Commission.

•llllllllllChairman.

Dated at Oklahoma City, Oklahoma this

llllth day of llllll, 2000.

For the State of Oklahoma.

•llllllllllGovernor.

[FR Doc. 00–15004 Filed 6–13–00; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24492; 812–12082]

Sit Large Cap Growth Fund, Inc., et al.;

Notice of Application

June 7, 2000.

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 THE APPLICATION:

Applicants request an order to permit an

open-end management investment

company to acquire all of the assets

stated liabilities of a series of another

registered open-end management

investment company. Because of certain

affiliations, applicants may not rely on

rule 17a–8 under the Act.

APPLICANTS: Sit Large Cap Growth Fund,

Inc. (‘‘Large Cap Fund’’), Sit Mutual

Funds, Inc. (Sit Funds) and Sit

Investment Associates, Inc. (‘‘Adviser’’).

FILING DATES: The application was filed

on April 27, 2000. Applicants have

agreed to file an amendment to the

application during the notice period, the

substance of which is reflected in this

notice.

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 29, 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 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, N.W., Washington, DC

20549–0609. Applicants, c/o Kathleen

L. Prudhomme, Esq., Dorsey & Whitney

LLP, Pillsbury Center South, 220 South

Sixth Street, Minneapolis, Minnesota

55402.

FOR FURTHER INFORMATION CONTACT:

Susan K. Pascocello, Senior Counsel, at

(202) 942–0674, or Michael W. Mundt,

Branch Chief, at (202) 942–0578

(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

Commission’s Public Reference Branch,

450 Fifth Street, NW, Washington, DC

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

Applicant’s Representations

1. Large Cap Fund and Sit Funds,

both Minnesota corporations, are

registered under the Act as open-end

management investment companies.

Large Cap Fund offers its shares in a

single series, and Sit Funds offers six

series, including Sit Regional Growth

37442 Federal Register / Vol. 65, No. 115 / Wednesday, June 14, 2000 / Notices

Fund (‘‘Regional Fund,’’ and together

with Large Cap Fund, the ‘‘Funds’’). The

Adviser, a Minnesota corporation,

serves as investment adviser to the

Funds and is registered as an

investment adviser under the

Investment Advisers Act of 1940. The

Adviser is record holder of more than

5% of the outstanding shares of

Regional Fund.

2. On February 20, 2000, the boards

of directors of each Funds (together, the

‘‘Boards’’), including 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 ‘‘Reorganization

Agreement’’) under which Large Cap

Fund will acquire the assets and

liabilities of Regional Fund in exchange

for Large Cap Fund shares (the

‘‘Reorganization’’). The Large Cap Fund

shares exchanged will have an aggregate

net asset value equal to the aggregate net

asset value of the Regional Fund’s

shares determined at the effective time

of the Reorganization (the ‘‘Effective

Time’’), currently anticipated to occur

on June 30, 2000. The net asset value

per share of each Fund’s shares will be

determined in the manner set forth in

the respective Fund’s current

prospectus and statement of additional

information. At the Effective Time,

Regional Fund will liquidate and

distribute pro rata to its shareholders

the Large Cap Fund shares.

3. Applicants state that the

investment objectives of Large Cap Fund

are identical to those of Regional Fund.

Neither Largo Cap Fund nor Regional

Fund imposes any sales charges or

distribution related fees. No sales

charges will be imposed upon Regional

Fund shareholders in connection with

the Reorganization. The Adviser will

pay the expenses of the Reorganization.

4. The Boards, including all of the

Independent Directors, determined that

the Reorganizations is in the best

interests of each Fund, and that the

interests of the existing shareholders of

each Fund would not be diluted as a

result of the Reorganization. In assessing

the Reorganization, the Boards

considered various factors, including:

(a) The compatibility of each Fund’s

investment objectives and principal

investment strategies; (b) the terms and

conditions of the Reorganization; (c) the

expense ratio of each Fund; and (d) the

tax-free nature of the Reorganization.

5. The Reorganization is subject to a

number of conditions, including that: (a)

The Reorganization Agreement is

approved by the Regional Fund

shareholders; (b) the Funds receive an

opinion of counsel that the

Reorganization will be tax-free; and (c)

applicants receive exemptive relief from

the Commission as requested in the

application. The Reorganization

Agreement may be terminated and the

Reorganization abandoned at any time

prior to the Effective Time if either

Board determines that circumstances

have changed to make the

Reorganization inadvisable. Applicants

agree not to make any material changes

to the Reorganization Agreement

without prior Commission approval.

6. A registration statement on Form

N–14 containing a combined

prospectus/proxy statement was filed

with the Commission on April 10, 2000,

and became effective on May 10, 2000.

Proxy solicitation materials were mailed

to Regional Fund’s shareholders on May

23, 2000. A special meeting of Regional

Fund shareholders is scheduled for June

15, 2000.

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.

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 by

reason of having a common investment

adviser, common directors, and/or

common officers, provided that certain

conditions set forth in the rule are

satisfied.

3. Applicants believe that because the

Funds may be deemed to be affiliated by

reasons other than having a common

investment adviser, common directors,

and/common officers, they may not be

able to rely on rule 17a–8 in connection

with the Reorganization. Applicants

state that the Adviser holds of record

more than 5% of the outstanding

securities of Regional Fund, and holds

or shares voting power and/or

investment discretion with respect to a

portion of these shares.

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 of Regional Fund and Large

Cap Fund are identical. Applicants also

state that the Boards, including all of the

Independent Directors, have determined

that the participation of each Fund in

the Reorganization is in the best

interests of each Fund and that such

participation will not dilute the

interests of shareholders of each Fund.

In addition, Applicants state 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. 00–14929 Filed 6–13–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42824; File No. SR–CBOE–

99–40]

Self-Regulatory Organizations;

Chicago Board Options Exchange,

Inc.; Order Granting Approval to

Proposed Rule Change Relating to

Operation of Retail Automatic

Execution System; Nine-Month Pilot

Program

May 25, 2000.

I. Introduction

On July 29, 1999, the Chicago Board

Options Exchange, Inc. (‘‘CBOE’’ or

‘‘Exchange’’) filed with the Securities

and Exchange Commission (‘‘SEC’’ or