53032 Federal Register / Vol. 62, No. 197 / Friday, October 10, 1997 / Notices

findings after investigation by the NRC;

(11) order modification of the licensee’s

Technical Specifications for the Prairie

Island ISFSI to ensure a demonstrated

ability to in fact safely maintain, unload,

and decommission TN–40 casks; (12)

review the licensee’s processes and

procedures for maintenance, unloading,

and decommissioning, and if the

licensee does not possess capability to

unload casks, order the licensee to build

a ‘‘Hot Shop’’ for air unloading of casks

and transfer of the fuel; (13) initiate a

formal rulemaking proceeding to solicit

information and review current

information regarding thermal shock

and corrosion inherent in dry cask

storage and usage and to define the

parameters of degradation acceptable

under 10 CFR 72.122(h); (14) initiate a

formal rulemaking proceeding to define

the parameters of retrievability required

under 10 CFR 72.122(l); and (15) initiate

a formal rulemaking proceeding for

amendment of current licenses and

rules for prospective licensing

proceedings to require demonstration of

a safe cask unloading ability before a

cask may be used at an ISFSI.

The Petition has been referred to the

Director of the Office of Nuclear Reactor

Regulation. As provided by 10 CFR

2.206, further action will be taken

within a reasonable time. Regarding the

requests for formal rulemaking

proceedings as detailed in Items 13, 14,

and 15 in the Petition, the NRC staff is

reviewing these requests in accordance

with 10 CFR 2.802, ‘‘Petition for

Rulemaking.’’

A copy of the Petition is available for

inspection at the Commission’s Public

Document Room at 2120 L Street, NW.,

Washington, DC, and at the local public

document room located at the

Minneapolis Public Library, Technology

and Science Department, 300 Nicollet

Mall, Minneapolis, MN.

Dated at Rockville, Maryland, this 2nd day

of October 1997.

For the Nuclear Regulatory Commission.

Samuel J. Collins,

Director, Office of Nuclear Reactor

Regulation.

[FR Doc. 97–26992 Filed 10–9–97; 8:45 am]

BILLING CODE 7590–01–P

NUCLEAR REGULATORY

COMMISSION

Regulatory Guides; Issuance,

Availability

The Nuclear Regulatory Commission

has issued six new guides in its

Regulatory Guide Series. This series has

been developed to describe and make

available to the public such information

as methods acceptable to the NRC staff

for implementing specific parts of the

Commission’s regulations, techniques

used by the staff in evaluating specific

problems or postulated accidents, and

data needed by the staff in its review of

applications for permits and licenses.

The new regulatory guides provide

guidance on methods acceptable to the

NRC staff on complying with the NRC’s

regulations for promoting high

functional reliability and design quality

in software used in safety systems of

nuclear power plants. The guides

endorse industry consensus standards of

the Institute of Electrical and

Electronics Engineers. The guides and

the standards they endorse are

Regulatory Guide 1.168, ‘‘Verification,

Validation, Reviews, and Audits for

Digital Computer Software Used in

Safety Systems of Nuclear Power

Plants,’’ which endorses IEEE Std 1012–

1986, ‘‘IEEE Standard for Software

Verification and Validation Plans,’’ and

IEEE Std 1028–1988, ‘‘IEEE Standard for

Software Reviews and Audits’;

Regulatory Guide 1.169, ‘‘Configuration

Management Plans for Digital Computer

Software Used in Safety Systems of

Nuclear Power Plants,’’ endorses IEEE

Std 828–1990, ‘‘IEEE Standard for

Software Configuration Management

Plans,’’ and ANSI/IEEE Std 1042–1987,

‘‘IEEE Guide to Software Configuration

Management’; Regulatory Guide 1.170,

‘‘Software Test Documentation for

Digital Computer Software Used in

Safety Systems of Nuclear Power

Plants,’’ which endorses IEEE Std 829–

1983, ‘‘IEEE Standard for Software Test

Documentation’; Regulatory Guide

1.171, ‘‘Software Unit Testing for Digital

Computer Software Used in Safety

Systems of Nuclear Power Plants,’’

which endorses IEEE Std 1008–1987,

‘‘IEEE Standard for Software Unit

Testing’; Regulatory Guide 1.172,

‘‘Software Requirements Specifications

for Digital Computer Software Used in

Safety Systems of Nuclear Power

Plants,’’ which endorses IEEE Std 830–

1993, ‘‘IEEE Recommended Practice for

Software Requirements Specifications’;

and Regulatory Guide 1.173,

‘‘Developing Software Life Cycle

Processes for Digital Computer Software

Used in Safety Systems of Nuclear

Power Plants,’’ which endorses IEEE Std

1074–1995, ‘‘IEEE Standard for

Developing Software Life Cycle

Processes.’’

Comments and suggestions in

connection with items for inclusion in

guides currently being developed or

improvements in all published guides

are encouraged at any time. Written

comments may be submitted to the

Rules and Directives Branch, Division of

Administrative Services, Office of

Administration, U.S. Nuclear Regulatory

Commission, Washington, DC 20555.

Regulatory guides are available for

inspection at the Commission’s Public

Document Room, 2120 L Street NW.,

Washington, DC. Single copies of

regulatory guides, both active and draft

guides, may be obtained free of charge

by writing the Office of Administration,

Attn: Printing, Graphics and

Distribution Branch, USNRC,

Washington, DC 20555–0001, or by fax

at (301) 415–5272. Issued guides may

also be purchased from the National

Technical Information Service on a

standing order basis. Details on this

service may be obtained by writing

NTIS, 5285 Port Royal Road,

Springfield, VA 22161. Regulatory

guides are not copyrighted, and

Commission approval is not required to

reproduce them.

(5 U.S.C. 552(a))

Dated at Rockville, Maryland, this 15th day

of September 1997.

For the Nuclear Regulatory Commission.

Malcolm R. Knapp,

Acting Director, Office of Nuclear Regulatory

Research.

[FR Doc. 97–26993 Filed 10–9–97; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22841; 812–10796]

Blanchard Funds, et al.; Notice of

Application

October 6, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 15(a) of the Act.

SUMMARY OF APPLICATION: Signet

Banking Corporation (‘‘Signet’’), parent

of Virtus Capital Management, Inc.

(‘‘Adviser’’), has entered into an

agreement and plan of merger with First

Union Corporation (‘‘First Union’’). The

indirect change in control of the Adviser

will result in the assignment, and thus

the termination, of the existing advisory

contracts between Blanchard Funds

(‘‘Blanchard’’), The Virtus Funds

(‘‘Virtus’’), Blanchard Precious Metals

Fund, Inc. (‘‘Precious Metals’’)

(collectively, the ‘‘Funds’’) and the

Adviser. The order would permit the

implementation, without shareholder

approval, of new investment advisory
Federal Register / Vol. 62, No. 197 / Friday, October 10, 1997 / Notices 53033

1The following firms serve as subadvisers to the

respective Funds under sub-advisory agreements

with the Funds and the Adviser: Mellon Capital

Management Corporation (for the Blanchard Asset

Allocation and Global Growth Funds); United

States Trust Company of New York (for the

Blanchard Flexible Tax-Free Bond Fund); Cavelti

Capital Management Ltd (for Precious Metals);

Trend Capital Management, Inc. (for The Style

Manager Fund and The Style Manager; Large Cap

Fund).

agreements for a period of up to 120

days following the date of the change in

control of the Adviser (but in no event

later than April 30, 1998). The order

also would permit the Adviser to

receive all fees earned under the new

advisory agreements following

shareholder approval.

APPLICANTS: Blanchard, Virtus, Precious

Metals, and the Adviser.

FILING DATES: The application was filed

on September 23, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SAC 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

October 31, 1997, 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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants, c/o Evergreen Keystone

Investment Services Inc., 200 Berkeley

Street, Boston, Massachusetts 02116.

FOR FURTHER INFORMATION CONTACT: John

K. Forst, Attorney Advisor, at (202) 942–

0569, or Mary Kay Frech, Branch Chief,

at (202) 942–0564 (Office of Investment

Company Regulation, Division of

Investment Management).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 Fifth

Street, N.W., Washington, D.C. 20549

(tel. 202–942–8090).

Applicants’ Representations

1. Blanchard and Virtus are

Massachusetts business trusts registered

under the Act as open-end management

investment companies. Precious Metals

is a Maryland corporation also

registered under the Act as an open-end

management investment company.

Blanchard and Virtus currently offer six

and eight series (the ‘‘Portfolios’’),

respectively, to the public. The Adviser,

a wholly-owned subsidiary of Signet, is

an investment adviser registered under

the Investment Advisers Act of 1940.

The Funds and the Adviser have

entered into sub-advisory agreements

for certain Portfolios.1

2. On July 18, 1997, First Union

entered into an agreement and plan of

merger with Signet, under which Signet

would be merged with and into First

Union in exchange for shares of

common stock of First Union (the

‘‘Transaction’’). As a result of the

Transaction, Signet will become a

wholly-owned subsidiary of First Union

and the Adviser will remain a whollyowned subsidiary of Signet. Applicants

expect consummation of the

Transaction on November 1, 1997.

3. Applicants request an exemption to

permit implementation, prior to

obtaining shareholder approval, of new

investment advisory agreements

between each Fund and the Adviser, on

behalf of each of the Funds, and new

sub-advisory agreements between the

Adviser and each appropriate

subadviser (collectively, ‘‘New

Agreements’’). The requested exemption

will cover an interim period of not more

than 120 days beginning on the date the

Transaction is consummated and

continuing through the date on which

each New Agreement is approved or

disapproved by the shareholders of each

Portfolio or Precious Metals, but in no

event later than April 30, 1998 (the

‘‘Interim Period’’). Applicants state that

the New Agreements will be identical in

substance to the existing investment

advisory agreements (‘‘Existing

Agreements’’). The aggregate contractual

rate chargeable for the advisory services

under each New Agreement will remain

the same as under the relevant Existing

Agreement.

4. On September 16, 1997, the boards

of trustees of Blanchard and Virtus, and

the board of directors of Precious Metals

(collectively, the ‘‘Boards’’) held inperson meetings to evaluate whether the

terms of the New Agreements are in the

best interests of the Funds and their

shareholders. At the meetings, a

majority of the members of the Boards,

including a majority of members who

are not ‘‘interested persons’’ of the

Funds, as that term is defined in section

2(a)(19) of the Act (the ‘‘Independent

Trustees’’), voted in accordance with

section 15(c) of the Act to approve the

New Agreements and to submit the New

Agreements to the shareholders of each

of the Funds at meeting expected to be

held on or about February 2, 1998 (the

‘‘Meetings’’).

5. Applicants expect that proxy

materials for the Meetings will be

mailed on or about December 12, 1997.

Applicants believe that the requested

relief is necessary to permit continuity

of investment management for the

Funds during the Interim Period and to

prevent disruption of the services for

the Funds.

6. Applicants also request an

exemption to permit the Adviser to

receive from each Fund, upon approval

by their respective shareholders, all fees

earned under the New Agreements

during the Interim Period. Applicants

state that the fees paid during the

Interim Period will be unchanged from

the fees paid under the Existing

Agreements.

7. Applicants propose to enter into an

escrow arrangement with an unaffiliated

financial institution. The fees payable to

the Adviser during the Interim Period

under the New Agreements will be paid

into an interest-bearing escrow account

maintained by the escrow agent. The

escrow agent will release the amounts

held in the escrow account (including

any interest earned): (a) To the Adviser

only upon approval of the relevant New

Agreement by the shareholders of the

Funds; or (b) to the relevant Fund if the

Interim period has ended and its New

Agreement has not received the

requisite shareholder approval. Before

any such release is made, the

Independent Trustees of the Funds will

be notified.

Applicants’ Legal Analysis

1. Section 15(a) of the Act provides,

in pertinent part, that it is unlawful for

any person to serve as an investment

adviser to a registered investment

company, except pursuant to a written

contract that has been approved by the

vote of a majority of the outstanding

voting securities of the investment

company. Section 15(a) further requires

the written contract to provide for its

automatic termination in the event of its

‘‘assignment.’’ Section 2(a)(4) of the Act

defines ‘‘assignment’’ to include any

direct or indirect transfer of a contract

by the assignor, or of a controlling block

of the assignor’s outstanding voting

securities by a security holder of the

assignor.

2. Applicants state that, following the

completion of the Transaction, Signet

will become a wholly-owned subsidiary

of First Union. Applicants believe,

therefore, that the Transaction will

result in an ‘‘assignment’’ of the Existing

Agreements and that the Existing

Agreements will terminate by their
53034 Federal Register / Vol. 62, No. 197 / Friday, October 10, 1997 / Notices

terms upon consummation of the

Transaction.

3. Rule 15a–4 provides, in pertinent

part, that if an investment advisory

contract with an investment company is

terminated by an assignment in which

the adviser does not directly or

indirectly receive a benefit, the adviser

may continue to serve for 120 days

under a written contract that has not

been approved by the company’s

shareholders, provided that: (a) The new

contract is approved by that company’s

board of directors (including a majority

of the non-interested directors); (b) the

compensation to be paid under the new

contract does not exceed the

compensation that would have been

paid under the contract most recently

approved by the company’s

shareholders; and (c) neither the adviser

nor any controlling person of the

adviser ‘‘directly or indirectly receives

money or other benefit’’ in connection

with the assignment. Applicants state

that because of the benefits to Signet,

the Adviser’s parent, arising from the

Transaction, applicants may not rely on

rule 15a–4.

4. Section 6(c) provides that the SEC

may exempt any person, security, or

transaction from any provision of the

Act, if and to the extent that such

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. Applicants

believe that the requested relief meets

this standard.

5. Applicants note that the terms and

timing of the Transaction were

determined by First Union and Signet

and arose primarily out of business

considerations beyond the scope of the

Act and unrelated to the Funds and the

Adviser, including the time needed to

obtain federal and state banking

approvals for the Transaction.

Applicants submit that it is in the best

interests of shareholders to avoid any

interruption in services to the Funds

and to allow sufficient time for the

consideration and return of proxies and

to hold a shareholder meeting.

6. Applicants submit that the scope

and quality of services provided to the

Funds during the Interim Period will

not be diminished. During the Interim

Period, the Adviser would operate

under the New Agreements, which

would be substantively the same as the

Existing Agreements, except for their

effective dates. Applicants submit that

they are not aware of any material

changes in the personnel who will

provide investment management

services during the Interim Period.

Accordingly, the Funds should receive,

during the Interim Period, the same

advisory services, provided in the same

manner, at the same fee levels, and by

substantially the same personnel as they

received before the Transaction.

7. Applicants contend that the best

interests of shareholders of the Funds

would be served if the Adviser receives

fees for its services during the Interim

Period. Applicants state that the fees are

a substantial part of the Adviser’s total

revenues and, thus, are essential to

maintaining its ability to provide

services to the Funds. In addition, the

fees to be paid during the Interim Period

will be unchanged from the fees paid

under the Existing Agreements, which

have been approved by the shareholders

of each respective Fund.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. The New Agreements will have

substantially the same terms and

conditions as the Existing Agreements,

except for their effective dates.

2. Fees earned by the Adviser in

respect of the New Agreements during

the Interim Period will be maintained in

an interest-bearing escrow account, and

amounts in the account (including

interest earned on such paid fees) will

be paid (a) to the Adviser in accordance

with the new Agreements, after the

requisite approvals are obtained, or (b)

to the respective Fund, in the absence

of such approval with respect to such

Fund.

3. The Fund will hold meetings of

shareholders to vote on approval of the

new Agreements on or before the 120th

day following the termination of the

Existing Agreements (but in no event

later than April 30, 1998).

4. Either First Union or the Adviser

will bear the costs of preparing and

filing the application, and costs relating

to the solicitation of the shareholder

approval of the Funds necessitated by

the Transaction.

5. The Adviser will take all

appropriate steps so that the scope and

quality of advisory and other services

provided to the Funds during the

Interim Period will be at least

equivalent, in the judgment of the

Boards, including a majority of the

Independent Trustees, to the scope and

quality of services previously provided.

If personnel providing material services

during the Interim Period change

materially, the Adviser will apprise and

consult with the Boards to assure that

the Boards, including a majority of the

Independent Trustees of the Funds, are

satisfied that the services provided will

not be diminished in scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–26900 Filed 10–9–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26763]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

October 3, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

October 27, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Columbia Gas System, Inc. (70–8925)

The Columbia Gas System, Inc.

(‘‘Columbia’’), a registered holding

company, its service company

subsidiary, Columbia Gas System

Service Corporation, its liquified natural

gas subsidiary, Columbia LNG

Corporation, its trading subsidiary,

Columbia Atlantic Trading Corporation,

all located at 12355 Sunrise Valley

Drive, Suite 300, Reston, Virginia

20191–3458; Columbia’s five

distribution subsidiaries, Columbia Gas

of Ohio, Inc., Columbia Gas of