Federal Register / Vol. 62, No. 241 / Tuesday, December 16, 1997 / Notices 65825

Meeting) (Contact: John Larkins,

301–415–7360)

Week of December 22—Tentative

There are no meetings the week of

December 22.

Week of December 29—Tentative

There are no meetings the week of

December 29.

Week of January 5—Tentative

There are no meetings the week of

January 5.

*The Schedule for Commission Meetings is

Subject to Change on Short Notice. To Verify

the Status of Meetings Call (Recording)—

(301) 415–1292. Contact Person for More

Information: Bill Hill (301) 415–1661.

The NRC Commission Meeting

Schedule can be found on the Internet

at:

http://www.nrc.gov/SECY/smj/

schedule.htm

* * * * *

This notice is distributed by mail to

several hundred subscribers; if you no

longer wish to receive it, or would like

to be added to it, please contact the

Office of the Secretary, Attn: Operations

Branch, Washington, D.C. 20555 (301–

415–1661).

In addition, distribution of this

meeting notice over the Internet system

is available. If you are interested in

receiving this Commission meeting

schedule electronically, please send an

electronic message to wmh@nrc.gov or

dkw@nrc.gov.

* * * * *

Dated: December 12, 1997.

William M. Hill, Jr.,

Secretary Tracking Officer, Office of the

Secretary.

[FR Doc. 97–32953 Filed 12–12–97; 1:53 pm]

BILLING CODE 7590–01–M

NUCLEAR REGULATORY

COMMISSION

[NUREG–1609]

Standard Review Plan for

Transportation Packages for

Radioactive Material; Notice of

Issuance and Availability

The United States Nuclear Regulatory

Commission has issued a draft report

NUREG–1609 entitled ‘‘Standard

Review Plan for Transportation

Packages for Radioactive Material’’ for

review and comment.

The Standard Review Plan for

Transportation Packages for Radioactive

Material provides guidance for the

review and approval of applications for

packages used to transport radioactive

material (other than irradiated nuclear

fuel) under Title 10 of Code of Federal

Regulations, Chapter 1, part 71 (10 CFR

part 71). The document is intended for

use by the U.S. Nuclear Regulatory

Commission (NRC) staff. Its objectives

are to (1) summarize 10 CFR Part 71

requirements for package approval, (2)

describe the procedures by which the

NRC staff determines that these

requirements have been satisfied, and

(3) document the practices developed by

the staff in previous reviews of package

applications.

Draft NUREG–1609 is available for

inspection and copying for a fee at the

NRC Public Document Room, 2120 L

Street NW (Lower Level), Washington,

D.C. 20555–0001. A free copy of draft

NUREG–1609 may be requested by

writing to the U.S. Nuclear Regulatory

Commission, Printing and Graphics

Branch, Washington, DC 20555–0001.

Comments on all aspects of this draft

document are solicited and will be

considered and may be incorporated in

the Standard Review Plan, as

appropriate. Appendix B to draft

NUREG–1609 contains a data form that

will be used to aid the NRC staff in

transcribing the comments. A

photocopy of the form in Appendix B or

a similar form containing the same

information should be used. Comments

on draft NUREG–1609 should be

submitted by March 31, 1998. The

Standard Review Plan is scheduled for

publication as an NRC NUREG

document in 1998.

A separate Standard Review Plan for

Transportation Packages for Spent

Nuclear Fuel (NUREG–1617) is in

preparation. Draft NUREG–1617 is

scheduled to be published for comment

in the spring of 1998.

Mail comments to: Chief, Rules and

Directives Branch, Division of

Administrative Services, Mail Stop T–6

D59, U.S. Nuclear Regulatory

Commission, Washington, DC 20555–

0001. Comments may be hand-delivered

to 11545 Rockville Pike, Rockville,

Maryland between 7:30 am and 4:15 pm

on Federal workdays.

You may also provide comments via

the NRC’s interactive rulemaking

website through the NRC home page

(http://www.nrc.gov). This site provides

the availability to upload comments as

files (any format), if your web browser

supports that function. For information

about the interactive rulemaking

website, contact Ms. Carol Gallagher,

(301) 415–5905; e-mail CAG@nrc.gov.

Dated at Rockville, Maryland, this 10 day

of December, 1997.

For the Nuclear Regulatory Commission.

Cass R. Chappell,

Section Chief, Package Certification Section,

Spent Fuel Project Office, Office of Nuclear

Material Safety and Safeguards.

[FR Doc. 97–32762 Filed 12–15–97; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22935; 812–10878]

Emerald Funds, et al.; Notice of

Application

December 10, 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: The requested

order would permit the implementation,

without shareholder approval, of new

investment advisory and sub-advisory

agreements (‘‘New Advisory

Agreements’’) for a period of up to 120

days following consummation of the

merger between Barnett Banks, Inc.

(‘‘Barnett Banks’’) and NationsBank

Corporation (‘‘NationsBank’’) or a

subsidiary of NationsBank (but in no

event later than May 30, 1998) (the

‘‘Interim Period’’). The order also would

permit Barnett Capital Advisors, Inc.

(‘‘Adviser’’), Rodney Square

Management Corporation (‘‘Rodney

Square’’), and Brandes Investment

Partners, L.P. (‘‘Brandes’’) (Brandes and

Rodney Square, the ‘‘Sub-Advisers’’) to

receive all fees earned under the New

Advisory Agreements following

shareholder approval.

Applicants: Emerald Funds (the

‘‘Trust’’), the Adviser, and the SubAdvisers.

FILING DATE: The application was filed

on November 24, 1997 and amended on

December 9, 1997. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

included in this notice.

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

December 30, 1997, and should be

accompanied by proof of service on

applicants in the form of an affidavit or,
65826 Federal Register / Vol. 62, No. 241 / Tuesday, December 16, 1997 / Notices

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.

Trust, 3435 Stelzer Road, Columbus,

Ohio 43219; Adviser, 9000 Southside

Boulevard, Building 100, Jacksonville,

Florida 32256; Rodney Square, Rodney

Square North, Wilmington, Delaware

19890; Brandes, 12750 High Bluff Drive,

San Diego, California 92130.

FOR FURTHER INFORMATION CONTACT:

David W. Grim, Staff Attorney, at (202)

942–0571, or Nadya B. Roytblatt,

Assistant Director, 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. The Trust is a Massachusetts

business trust registered under the Act

as an open-end management investment

company. The Trust is organized as a

series investment company and

currently offers fourteen investment

portfolios (each, a ‘‘Fund’’). The Adviser

serves as investment adviser to each

Fund. The Adviser is a wholly-owned

subsidiary of Barnett Banks, N.A.,

which is the largest banking subsidiary

of Barnett Banks, a registered bank

holding company, and is registered as

an investment adviser under the

Investment Advisers Act of 1940 (the

‘‘Advisers Act’’) Rodney Square, a

wholly-owned subsidiary of Wilmington

Trust Company and a registered

investment adviser under the Advisers

Act, acts as a sub-adviser to one Fund

of the Trust, the Tax-Exempt Fund.

Similarly, Brandes, a registered

investment adviser under the Advisers

Act, acts as sub-adviser to one Fund of

the Trust, the International Equity Fund.

Brandes Investment Partners, Inc. owns

a controlling interest in Brandes and

serves as its general partner, and Charles

Brandes is the controlling shareholder

of Brandes Investment Partners, Inc.

2. On August 29, 1997, Barnett Banks

announced that it had reached a

definitive agreement with NationsBank

to merge Barnett Banks into

NationsBank or a subsidiary of

NationsBank (the ‘‘Merger’’). As a result

of the Merger, the Adviser will become

a direct or indirect wholly-owned

subsidiary of NationsBank or a

subsidiary of NationsBank. The

consummation of the Merger is subject

to certain conditions, including the

receipt of certain regulatory approvals.

Barnett Banks and NationsBank

currently expect that the Merger will be

consummated during the first quarter of

1998.

3. Applicants believe that the Merger

may result in the assignment of the

existing advisory agreements between

the Funds and the Adviser and the

existing sub-advisory agreements

between the Adviser and the SubAdvisers (the ‘‘Existing Advisory

Agreements’’). Applicants request an

exemption to permit (i) the

implementation, during the Interim

Period, prior to obtaining shareholder

approval, of the New Advisory

Agreements, and (ii) the Adviser to

receive from each Fund (and the SubAdvisers to receive from the Adviser) all

fees earned under the New Advisory

Agreement if, and to the extent, the New

Advisory Agreement is approved by the

shareholders of the Fund. Applicants

state that the New Advisory Agreements

will have the same terms and conditions

as the Existing Advisory Agreements,

except for the dates of commencement

and termination and the inclusion of

escrow arrangements.

4. A meeting of the Trust’s board of

trustees (the ‘‘Board’’) was held on

November 13–14, 1997 at which the

Merger and its implications for the Trust

were discussed. A majority of the

members of the Board, including a

majority of the Board members who are

not ‘‘interested persons’’ of the Trust, as

that term is defined in section 2(a)(19)

of the Act (the ‘‘Independent Trustees’’),

participated in the meeting and

concluded unanimously that it was in

the best interests of the Trust and its

shareholders to file the application as a

necessary step in implementing the New

Advisory Agreements during the Interim

Period in a manner that would

minimize the disruption in advisory

services to the particular Funds

involved. The Board met again on

December 8, 1997 and approved the

New Advisory Agreements in the

manner prescribed in section 15(c) of

the Act. At the December 8, 1997

meeting, the Board also voted to

recommend that shareholders of the

Funds approve the New Advisory

Agreements during the Interim Period.

5. Fees earned under the New

Advisory Agreements during the Interim

Period will be maintained in an interestbearing escrow account with a financial

institution that is unaffiliated with the

Adviser and Sub-Advisers. The escrow

agent will release the amounts held in

the escrow account (including any

interest earned): (i) To the Adviser only

upon approval of the New Advisory

Agreement by the shareholders of the

related Fund; or (ii) to the relevant

Fund, in the absence of approval by

such shareholders. Before amounts are

released from the escrow account, the

Board 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, as a result of

the Merger, the Adviser will become a

direct or indirect wholly-owned

subsidiary of NationsBank or a

subsidiary of NationsBank. Applicants

believe, therefore, that the Merger may

result in the ‘‘assignment’’ of the

Existing Advisory Agreements, thus

terminating these Agreements pursuant

to their terms.

3. Rule 15a–4 provides, in pertinent

part, that if an investment advisory

contract with a registered investment

company is terminated by an

assignment, 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: (i) the new contract is approved by

that company’s board of directors

(including a majority of the noninterested directors); (ii) 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 (iii) 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 they may not be

entitled to rely on rule 15a–4 because of

the benefits Barnett Banks, the indirect

holding company of the Adviser, will

receive from the Merger.
Federal Register / Vol. 62, No. 241 / Tuesday, December 16, 1997 / Notices 65827

4. Section 6(c) of the Act 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 timing of

the Merger is influenced by a number of

factors relating principally to the

merging companies’ commercial

banking and other similar business

concerns, as well as pending regulatory

approvals and satisfaction of other

closing conditions. Applicants state that

these circumstances make it difficult,

from a timing perspective, to secure

prior approval of the New Advisory

Agreements by the Funds’ shareholders.

Applicants state that, in addition,

because it is likely that one or more of

the Funds will be merged into

corresponding funds of the Nations

Funds family of funds in 1998, the

granting of the requested order will

allow the Funds to undertake a single

proxy solicitation for obtaining

shareholder approval of the plan of

reorganization and the New Advisory

Agreements, rather than conducting

more than one proxy solicitation within

a relatively short time frame, and should

thus serve to reduce costs and minimize

any potential shareholder confusion.

6. Applicants submit that they will

take all appropriate actions to prevent

any diminution in the scope of quality

of services provided to the Funds during

the Interim Period. Applicants state that

the Existing Advisory Agreements were

approved by the Board and the

shareholders of the Funds. Applicants

represent that the New Advisory

Agreements will have the same terms

and conditions as the Existing Advisory

Agreements, except for the dates of

commencement and termination and the

inclusion of escrow arrangements.

Accordingly, applicants assert that each

Fund will receive, during the Interim

Period, substantially identical

investment advisory services, provided

in the same manner, as it received prior

to the Merger. Applicants state that, in

the event there is any material change

in the Adviser’s personnel providing

advisory services under the New

Advisory Agreements during the Interim

Period, the Adviser will apprise and

consult the Board to ensure that the

Board, including a majority of the

Indepenednet Trustees, are satisfied that

the services provided by the Adviser

will not be diminished in scope or

quality.

7. Applicants contend that to deprive

the Adviser and Sub-Advisers of their

customary fees during the Interim

Period for no reason, other than the fact

that the Merger may be deemed to result

in an assignment of the Existing

Advisory Agreements, would be an

unduly harsh and unreasonable penalty

to impose upon an investment adviser

in the circumstances of the application.

Applicants submit that, in good faith

and consistent with the Act and the

spirit of rule 15a-4, they seek to promote

the interests of the Funds and their

shareholders by undertaking the fee and

other arrangements described in the

application. Applicants emphasize that

the fees payable to the Adviser and SubAdvisers under the New Advisory

Agreements have been approved by the

Board, including a majority of the

Independent Trustees, and that these

fees will not be released by the escrow

agent without the approval of the

respective Fund’s shareholders.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. Each New Advisory Agreement will

have the same terms and conditions as

the respective Existing Advisory

Agreement, except for the effective and

termination dates and the inclusion of

escrow arrangements.

2. Fees earned by the Adviser and

paid by a Fund during the Interim

Period in accordance with a New

Advisory Agreement will be maintained

in an interest-bearing escrow account,

and amounts in such account (including

interest earned on such amounts) will

be paid to the Adviser only upon

approval of the New Advisory

Agreement by the shareholders of the

related Fund or, in the absence of

approval by such shareholders, to the

Fund.

3. The Trust will hold meetings of

shareholders to vote on approval of the

New Advisory Agreements on or before

the 120th day following the termination

of the Existing Advisory Agreements

(but in no event later than May 30,

1998).

4. The Adviser will pay the costs of

preparing and filing the application.

The Adviser will pay the costs relating

to the solicitation of approval of Fund

shareholders, to the extent such costs

relate to shareholder approval of the

New Advisory Agreements necessitated

by the Merger.

5. The Adviser will take all

Appropriate actions to ensure that the

scope and quality of advisory and other

services provided to the Funds under

the New Advisory Agreements will be at

least equivalent, in the judgment of the

Board, including a majority of the

Independent Trustees, to the scope and

quality of services provided under the

Existing Advisory Agreements. In the

event of any material change in

personnel providing services pursuant

to the New Advisory Agreements, the

Adviser will apprise and consult the

Board to assure that the Board and a

majority of the Independent Trustees are

satisfied that the services provided by

the Adviser 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. 97–32754 Filed 12–15–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22933; 812–10670]

Financial Institutions Series Trust, et

al.; Notice of Application

December 10, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for order

under section 11(a) of the Investment

Company Act of 1940 (the ‘‘Act’’).

SUMMARY OF APPLICATION: Applicants

request an order permitting certain

offers of exchange of shares (the

‘‘Exchange Program’’) between Summit

Cash Reserves Fund Portfolio (‘‘MMF’’),

a money market fund sponsored by

Merrill Lynch, Pierce, Fenner & Smith

Incorporated (‘‘Merrill Lynch’’) and

certain non-money market funds in

other groups of investment companies

(the ‘‘Participating Funds’’) on a basis

other than their respective net asset

values per share.

APPLICANTS: Financial Institutions Series

Trust; Fund Asset Management, L.P.

(‘‘FAM’’); Merrill Lynch Asset

Management, L.P. (‘‘MLAM’’); Merrill

Lynch Funds Distributor, Inc.

(‘‘MLFD’’); and Merrill Lynch.

FILING DATES: The application was filed

on May 15, 1997. Counsel for applicants

has agreed to file an amendment to the

application during the notice period, the

substance of which is incorporated

herein.

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