17650 Federal Register / Vol. 62, No. 69 / Thursday, April 10, 1997 / Notices

4608. Additional assistance in locating

the document is available from the NRC

Public Document Room, nationally at 1–

800–397–4209, or within the

Washington, DC, area at 202–634–3273.

Comments and questions should be

directed to the OMB reviewer by May

12, 1997: Edward Michlovich, Office of

Information and Regulatory Affairs

(3150–0178), NEOB–10202, Office of

Management and Budget, Washington,

DC 20503.

Comments can also be submitted by

telephone at (202) 395–3084.

The NRC Clearance Officer is Brenda

Jo. Shelton, (301) 415–7233.

Dated at Rockville, Maryland, this 4th day

of April, 1997.

For the Nuclear Regulatory Commission.

Gerald F. Cranford,

Designated Senior Official for Information

Resources Management.

[FR Doc. 97–9232 Filed 4–9–97; 8:45 am]

BILLING CODE 7590–01–P

NUCLEAR REGULATORY

COMMISSION

[Docket No. 040–08948]

Notice of Receipt of Petition for

Director’s Decision Under 10 CFR

2.206

Notice is hereby given that, by a letter

dated July 22, 1996, Mr. Sherwood

Bauman requested the U.S. Nuclear

Regulatory Commission (NRC or

Commission) to take action with regard

to NRC licensee Shieldalloy

Metallurgical Corporation (Shieldalloy)

and former NRC licensee Foote Mineral

Company (now Cypress Foote).

The Petition requests that Foote

Mineral’s license be reinstated, and that

Shieldalloy and Cypress Foote be made

co-responsible licensees with regard to

proper remediation and

decommissioning of the Shieldalloy

site. The Petition also requests that

Shieldalloy’s current environmental

impact statement (EIS) for the site be

terminated, and that Shieldalloy and

Cypress Foote be jointly ordered to

submit a decommissioning plan for

licensed material that includes within it

only a plan to remediate licensed

material.

The Petition is being treated pursuant

to 10 CFR 2.206 of the Commission’s

regulations. The Petition has been

referred to the Director, Office of

Nuclear Material Safety and Safeguards.

As provided by 10 CFR 2.206,

appropriate action will be taken on this

Petition within a reasonable time.

A copy of the Petition is available for

inspection at the Commission’s Public

Document Room at 2120 L Street, NW,

Washington, D.C. 20555.

Dated at Rockville, Maryland this 4 day of

April 1997.

For the Nuclear Regulatory Commission.

Carl J. Paperiello,

Director, Office of Nuclear Material Safety

and Safeguards.

[FR Doc. 97–9233 Filed 4–9–97; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22598; 812–10576]

Chubb America Fund, Inc., et al.;

Notice of Application

April 3, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Chubb America Fund, Inc.

(the ‘‘Fund’’), on behalf of World

Growth Stock Portfolio, Money Market

Portfolio, Domestic Growth Stock

Portfolio, Gold Stock Portfolio, Bond

Portfolio, Growth and Income Portfolio,

Capital Growth Portfolio, Balanced

Portfolio, and Emerging Growth

Portfolio (collectively, the ‘‘Portfolios’’),

and Chubb Investment Advisory

Corporation (the ‘‘Adviser’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) granting an

exemption from section 15(a).

SUMMARY OF APPLICATION: Jefferson-Pilot

Corporation (‘‘Jefferson-Pilot’’) has

agreed to acquire 100% of the issued

and outstanding shares of common

stock of Chubb Life Insurance Company

of America (‘‘Chubb Life’’), the parent of

the Adviser. The indirect change in

control of the Adviser will result in the

assignment, and thus the termination, of

the existing investment management

agreements between the Fund and the

Adviser (the ‘‘Existing Agreements’’).

The order would permit the

implementation, without shareholder

approval, of a new investment

management agreement (the ‘‘New

Agreement’’) for an interim period of

not more than 120 days beginning on

the date on which Chubb Life is sold to

Jefferson Pilot (but in no event later than

August 28, 1997). The order also would

permit the Adviser to receive from each

Portfolio all fees earned under the New

Agreement following shareholder

approval.

FILING DATES: The application was filed

on March 13, 1997 and amended on

April 2, 1997.

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

April 28, 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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants: One Granite Place, Concord,

NH 03301.

FOR FURTHER INFORMATION CONTACT: John

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

0569, or Mary Kay Frech, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. The Fund is a Maryland

corporation registered under the Act as

an open-end, management investment

company. The Portfolios are series of

the Fund, the assets of which are

managed by the Adviser pursuant to the

Existing Agreements.

2. Under a stock purchase agreement

(the ‘‘Stock Purchase Agreement’’) dated

as of February 23, 1997, between The

Chubb Corporation (‘‘Chubb’’) and

Jefferson-Pilot, Chubb has agreed to sell

all the shares of Chubb Life to JeffersonPilot in exchange for $875,000,000 in

cash (subject to reduction to the extent

of certain distributions made prior to

closing) (the ‘‘Transaction’’). As a result

of the Transaction, Chubb Life will

become a wholly-owned subsidiary of

Jefferson-Pilot and the Adviser will

remain a wholly-owned subsidiary of

Chubb Life. Applicants expect the

Transaction to be consummated on

April 30, 1997. Consummation of the

Stock Purchase Agreement is subject to

the satisfaction of certain conditions,

including state insurance department

regulatory approvals.
Federal Register / Vol. 62, No. 69 / Thursday, April 10, 1997 / Notices 17651

3. Applicants request an exemption to

permit implementation, without

shareholder approval, of the New

Agreement between the Fund and the

Adviser, on behalf of each of the

Portfolios. The requested exemption

will cover an interim period of not more

than 120 days beginning on the date on

which Chubb and Jefferson-Pilot

consummate the Transaction and

continuing through the date the New

Agreement is approved or disapproved

by the shareholders of the respective

Portfolios (but in no event later than

August 28, 1997) (the ‘‘Interim Period’’).

It is anticipated that the New Agreement

will be identical in substance to the

Fund’s Existing Agreements. The

aggregate contractual rate chargeable for

investment advisory services for each

Portfolio will remain the same as in the

relevant Existing Agreement. The Fund

proposes to implement the New

Agreement during the Interim Period,

subject to the conditions contained in

the application.

4. The Fund’s board of directors (the

‘‘Board’’) is expected to meet on or

about April 3, 1997 for the purpose of

considering the New Agreement in

accordance with section 15(c) of the

Act. The Board will receive such

information as the directors deem

necessary to evaluate whether the terms

of the New Agreement are in the best

interests of the Portfolios and their

shareholders. Proxy materials seeking

approval of the New Agreement are

expected to be mailed to shareholders of

each Portfolio on or about April 15,

1997. A meeting of shareholders of the

Fund is expected to take place on or

about May 30, 1997 to consider

approval of the New Agreement.

Applicants believe that the Interim

Period is reasonable because it will

allow for preparation and distribution of

proxy materials in order to obtain

shareholder approval.

5. Applicants also request an

exemption to permit the Adviser to

receive from the Fund all fees earned

under the New Agreement implemented

during the Interim Period if, and to the

extent, the New Agreement is approved

by the shareholders of each Portfolio.

The fees to be paid during the Interim

Period are at the same rate as the fees

currently payable by the Portfolios.

6. Applicants propose to enter into an

escrow arrangement with an unaffiliated

financial institution that will serve as

escrow agent. The fees payable to the

Adviser during the Interim Period will

be paid into an interest-bearing escrow

account maintained by the escrow

agent. Amounts in the escrow account

(including interest earned on such fees)

will be paid to the Adviser to the extent

shareholders of each Portfolio approve

the New Agreement with their

respective Portfolio. If shareholders of

any Portfolio fail to approve the New

Agreement, the escrow agent will pay to

that Portfolio the applicable escrow

amounts (including interest earned).

The escrow agent will release the

escrow funds only upon receipt of

certificates from officers of the Fund

stating, if the escrow funds are to be

delivered to the Adviser, that the New

Agreement has received the requisite

Portfolio shareholder vote, or, if the

escrow funds are to be delivered to any

Portfolio, that the Interim Period has

ended and the New Agreement has not

been approved by the requisite

shareholder vote. Before any such

certificate is sent, the directors of the

Fund who are not ‘‘Interested Persons’’

of the Fund within the meaning of

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

‘‘Independent Directors’’) will be

notified.

Applicants’ Legal Analysis

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

in pertinent part, that it shall be

unlawful for any person to serve or act

as an investment adviser of 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 such

investment company. Section 15(a)

further requires that such written

contract provide for 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.

2. Applicants state that, upon

completion of the Transaction, Chubb

Life, the Adviser’s parent, will be

controlled by Jefferson-Pilot rather than

Chubb. Applicants therefore believe that

the Transaction will result in an indirect

‘‘assignment’’ of the Existing

Agreements between the Fund and the

Adviser within the meaning of section

2(a)(4).

3. Rule 15a–4 provides, in pertinent

part, that if an investment advisory

contract with an investment company is

terminated by assignment, the adviser

may continue to act as such for 120 days

under a written contract that has not

been approved by the company’s

shareholders, only to the extent that (a)

the new contract is approved by the

company’s board of directors (including

a majority of directors that are not

‘‘interested persons’’ of the investment

company), (b) the compensation to be

paid under the new contract does not

exceed the compensation which would

have been paid under the contract most

recently approved by shareholders of

the investment company, and (c) neither

the investment adviser nor any

controlling person of the investment

adviser ‘‘directly or indirectly receives

money or other benefit’’ in connection

with the assignment. Applicants state

that they cannot rely on rule 15a–4

because of the benefits to Chubb arising

from the Transaction.

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 contend that the Fund

has prepared the required proxy

materials as expeditiously as possible

and shareholder meetings are expected

to be held on or about May 30, 1997.

Applicants believe that the timing of the

shareholder meetings may not provide

an adequate solicitation period to obtain

approval of the New Agreement by the

shareholders of each Portfolio prior to

effecting the Transaction.

6. Applicants believe that the

requested relief is necessary, as it would

permit continuity of investment

management services to the Portfolios

during the Interim Period. Applicants

submit that the scope and quality of

services provided to the Portfolios

during the Interim Period will not be

diminished. During the Interim Period,

the Portfolios would operate under the

New Agreement, which is anticipated to

be identical in substance to the Existing

Agreements, except for their effective

dates. Applicants are not aware of any

material changes in personnel who will

provide investment management

services during the Interim Period.

7. Applicants represent that the best

interests of the Portfolios’ shareholders

would be served if the Adviser receives

fees for services during the Interim

Period as provided herein. In addition,

applicants believe that it would be

unjust to deprive the Adviser of fees due

to a change in control of the corporate

parent. Finally, the fees to be paid

during the Interim Period are at the

same rate as the fees currently payable

by the Fund under the Existing

Agreements.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. The New Agreement will have

substantially the same terms and
17652 Federal Register / Vol. 62, No. 69 / Thursday, April 10, 1997 / Notices

1The amendment was originally submitted on

March 4, 1997, but was subsequently amended on

March 27, 1997.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Exchange Act and Rule 11Aa3–2

thereunder. Securities Exchange Act Release No.

17638 (Mar. 18, 1981).

The Plan provides for the collection and

dissemination of last sale and quotation information

on options that are traded on the five 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 Stock Exchange (‘‘PSE’’); and the

Philadelphia Stock Exchange (‘‘PHLX’’).

3The Plan provides that so long as the basic

service and the index service are not unbundled,

revenues are allocated between these two

accounting centers on the basis of a 75% allocation

to the basic accounting center and 25% to the index

option accounting center.

4Pursuant to a resolution adopted at a meeting

held in November 1996, OPRA determined that

effective retroactively as of July 1, 1996 and

continuing through December 31, 1996,

administrative and general overhead costs and

expenses will be allocated 88% to the basic/index

accounting centers and 12% to the FCO accounting

center. It also was determined that the 88%

allocated to the basic/index accounting center will

be further allocated (75% to the basic accounting

center and 25% to the index accounting center).

This same allocation was adopted as the tentative

allocation for these costs and expenses during 1997,

subject to adjustment in the fourth quarter to reflect

the final allocation agreed upon by OPRA for that

year. The final allocation then will be used as the

tentative allocation for 1998, and this same pattern

of tentative and final allocations will apply in

succeeding years.

conditions as the Existing Agreements,

except for the effective date.

2. Fees earned by the Adviser in

respect of the New Agreement 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 Agreement, after the

requisite approvals are obtained, or (b)

to the respective Portfolio, in the

absence of such approvals.

3. The Portfolios will hold a meeting

of their shareholders to vote on approval

of New Agreement on or before the

120th day following the termination of

the Existing Agreements (but in no

event later than August 28, 1997).

4. Jefferson-Pilot and/or Chubb will

bear the costs of preparing and filing the

application and the costs relating to the

solicitation of the shareholders approval

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 Portfolios during the

Interim Period will be at least

equivalent, in the judgment of the

Board, including a majority of the

Independent Directors, 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 Board to assure that the

directors, including a majority of the

Independent Directors of the Fund, 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. 97–9173 Filed 4–9–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38467; International Series

No. 1069; File No. SR–OPRA–97–2]

Options Price Reporting Authority;

Notice of Filing and Immediate

Effectiveness of Amendment to OPRA

Plan Revising the Allocation of

Expenses Between the Basic, Index

Option and Foreign Currency Option

Accounting Centers

April 2, 1997.

Pursuant to Rule 11Aa3–2 under the

Securities Exchange Act of 1934

(‘‘Exchange Act’’), notice is hereby given

that on March 27, 1997,1 the Options

Price Reporting Authority (‘‘OPRA’’) 2

submitted to the Securities and

Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) an amendment to the

Plan for Reporting of Consolidated

Options Last Sale Reports and

Quotation Information (‘‘Plan’’). The

amendment revises the allocation of

expenses between the basic, index

option, and foreign currency option

(‘‘FCO’’) accounting centers. Moreover,

OPRA is proposing to eliminate a few

out-of-date provisions from the Plan.

OPRA has designated this proposal as

concerned solely with the

administration of the Plan, permitting

the proposal to become effective upon

filing pursuant to Rule 11Aa3–2(c)(3)

(ii) and (iii) under the Exchange Act.

The Commission is publishing this

notice to solicit comments from

interested persons on the amendment.

I. Description and Purpose of the

Amendment

The purpose of the amendment is to

revise the Plan to provide greater

flexibility in the allocation of various

costs and expenses among OPRA’s three

internal accounting centers: the basic

accounting center, the index option

accounting center, and the FCO

accounting center. OPRA’s accounting

centers were created when the Plan was

amended effective January 1, 1996, to

provide for the unbundling of OPRA’s

FCO service and to provide a framework

for the then contemplated unbundling

of its index option service.

The Plan currently provides for the

allocation of operating costs applicable

to more than one accounting center in

proportion to each accounting center’s

share of OPRA’s total output capacity.

However, because OPRA has not yet

unbundled the index option service and

has no current plans to do so, there is

no specific portion of the system’s

output capacity dedicated to the index

option service. As a result, output

capacity is not a meaningful measure for

the allocation of costs to the index

accounting center. Therefore, in order to

provide a fair and workable method of

allocation, the amendment provides for

the allocation of operating costs and

expenses to the index option accounting

center in the same proportion as

revenues are allocated to that center.3

The proposed amendment also

addresses the allocation of

administrative and general overhead

costs and expenses between OPRA’s

bundled basic and index accounting

centers on the one hand, and its

unbundled FCO accounting center on

the other hand. Currently, a share of

these expenses is allocated to the FCO

accounting center in proportion to the

relative number of accounts maintained

by OPRA in respect of these two

categories. However, since revenues

from the FCO accounting center have

remained relatively small compared to

revenues from the bundled index and

basic accounting centers, OPRA has

concluded that this does not provide for

a fair allocation of costs to the FCO

accounting center. OPRA believes that a

more flexible approach to the allocation

of this category of costs and expenses to

the FCO accounting center is

appropriate. Therefore, the amendment

eliminates any fixed formula for the

allocation of administrative and general

overhead costs and expenses to the FCO

accounting center, and instead provides

for the allocation of these costs and

expenses to the FCO accounting center

in a fair and reasonable manner as

determined by OPRA. This flexible

approach will enable OPRA to adjust

the allocation of such costs and

expenses to the FCO accounting center

in a manner that fairly reflects

circumstances from time to time.4

OPRA also proposes to amend the

Plan to add comparable flexibility to the

allocation among accounting centers of

costs and expenses associated with