24198 Federal Register / Vol. 63, No. 84 / Friday, May 1, 1998 / Notices

license for the proposed Private Fuel

Storage Facility (PFSF) was published

in the Federal Register on July 31, 1997

(62 FR 41099).

Environmental Report

In connection with this proposed

action, the applicant submitted an

Environmental Report in accordance

with the requirements specified in 10

CFR part 51 and pursuant to the

National Environmental Policy Act of

1969. The Environmental Report is

available for public inspection at the

Commission’s Public Document Room

in the Gelman Building, 2120 L Street,

NW, Washington, DC, and the Local

Public Document Room at the

University of Utah, Marriott Library,

Documents Division, 295 S. 1500 East,

Salt Lake City, Utah 84112–0860.

Environmental Impact Statement

In accordance with NRC regulations

specified in 10 CFR 51.20(b)(9), NRC

has determined that the proposed action

is a major federal action that warrants

the preparation of an Environmental

Impact Statement (EIS) on the

construction and operation of the

proposed ISFSI.

NRC will first conduct a scoping

process and, as soon as practicable

thereafter, prepare a draft EIS for

comment by the public and other

agencies. The draft EIS will be the

subject of a separate notice in the

Federal Register. After receipt and

consideration of comments, the NRC

will prepare a final EIS.

Public Scoping Process

The scoping process for the EIS will

be used to:

(1) Define the scope of the proposed

action which is to be the subject of the

EIS.

(2) Determine the scope of the EIS and

identify the significant issues to be

analyzed in depth.

(3) Identify and eliminate from

detailed study issues which are

peripheral or are not significant.

(4) Identify any environmental

assessments and other EIS which are

being or will be prepared that are

related to but are not part of the scope

of the EIS under consideration.

(5) Identify other environmental

review and consultation requirements

related to the proposed action.

(6) Indicate the relationship between

the timing of the preparation of the

environmental analyses and the

Commission’s tentative planning and

decision making schedule.

(7) Identify any cooperating agencies,

and as appropriate, allocate assignments

for preparation and schedules for

completion of the EIS to the NRC and

any cooperating agencies.

(8) Describe the means by which the

EIS will be prepared, including any

contractor assistance to be used.

The NRC invites the following

persons to participate in the scoping

process:

(1) The applicant, Private Fuel

Storage, L.L.C.;

(2) Any person who has petitioned for

leave to intervene or who has been

admitted as a party to the proceeding on

the license application;

(3) Any other Federal agency which

has jurisdiction by law or special

expertise with respect to any

environmental impact involved or

which is authorized to develop and

enforce relevant environmental

standards;

(4) Affected State and local agencies,

including those authorized to develop

and enforce relevant environmental

standards;

(5) Any affected Indian tribe; and

(6) Any person who has requested an

opportunity to participate in the scoping

process.

Participants should submit written

comments on the EIS scoping process to

Dr. Edward Y. Shum, Environmental

Project Manager, Spent Fuel Licensing

Section, Spent Fuel Project Office,

Office of Nuclear Material Safety and

Safeguards, U.S. Nuclear Regulatory

Commission, Washington, DC 20555. To

be considered in the scoping process,

comments should be postmarked by

June 19, 1998.

Participation in the scoping process

does not entitle participants to become

parties to the proceeding to which the

EIS relates. Participation in the

adjudicatory proceeding is governed by

the procedures specified in 10 CFR

2.714 and 2.715, and in the

aforementioned Federal Register Notice

(62 FR 41099).

Public Scoping Meeting

In accordance with 10 CFR 51.26, the

scoping process may include a public

scoping meeting to help identify

significant issues related to a proposed

activity and to determine the scope of

issues to be addressed in an EIS. As part

of the EIS scoping process related to the

applicant’s proposed action, NRC will

conduct a public scoping meeting at The

Ballroom of the Little America Inn, 500

South Main Street, Salt Lake City, Utah

84101, on June 2, 1998, at 6:30 p.m. The

meeting will include a briefing by

Private Fuel Storage, L.L.C. on the

proposed ISFSI, a briefing by the NRC

on the environmental review process

and the proposed scope of the EIS, and

the opportunity for interested agencies,

organizations, and individuals to submit

comments or suggestions on the

environmental issues or proposed scope

of the EIS. Persons may register to

present oral comments by writing to Dr.

Edward Y. Shum, at the aforementioned

address, or may register at the meeting.

Individual oral comments may be

limited in time, depending on the

number of persons who register.

Comments presented at the meeting will

be considered in the EIS scoping

process.

Summary

At the conclusion of the scoping

process, NRC will prepare a concise

summary of the determinations and

conclusions reached, including the

significant issues identified, and will

send a copy of the summary to each

participant in the scoping process.

For additional information about the

proposed action, the EIS, or the scoping

process, contact Dr. Edward Y. Shum at

the aforementioned address or by

telephone at (301) 415–8545.

Dated at Rockville, Maryland, this 24th day

of April 1998.

For the Nuclear Regulatory Commission.

Charles J. Haughney,

Acting Director, Spent Fuel Project Office,

Office of Nuclear Material Safety and

Safeguards.

[FR Doc. 98–11620 Filed 4–30–98; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23127; 812–10988]

TCW/BQA Enhanced 500 Limited

Partnership, et al.; Notice of

Application

April 24, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order 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 seek an order to permit

certain limited partnerships to transfer

their assets to corresponding series of a

registered open-end management

investment company in exchange for the

series’ shares.

APPLICANTS: TCW/BQA Enhanced 500

Limited Partnership, TCW Emerging

Markets Fixed Income Total Return II

Limited Partnership, TCW Large Cap

Growth Limited Partnership, TCW Large
Federal Register / Vol. 63, No. 84 / Friday, May 1, 1998 / Notices 24199

Cap Value Limited Partnership

(collectively, ‘‘Partnerships’’), TCW

Galileo Funds, Inc. (‘‘Company’’), TCW

Asset Management Company

(‘‘TAMCO’’), and TCW Funds

Management, Inc. (‘‘Adviser’’).

FILING DATE: The application was filed

on February 4, 1998. Applicants have

agreed to file an additional amendment,

the substance of which is incorporated

in this notice, during the notice period.

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 the 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

May 19, 1998 and should be

accompanied by proof of service on the

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 by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

Applicants, 865 South Figueroa Street,

Suite 1800, Los Angeles, CA 90017.

FOR FURTHER INFORMATION CONTACT:

Annmarie J. Zell, Staff Attorney, at (202)

942–0532, 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, 450 Fifth

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

(telephone (202) 942–8090).

Applicants’ Representations

1. TWC/BQA Enhanced 500 Limited

Partnership, TCW Emerging Markets

Fixed Income Total Return II Limited

Partnership, TCW Large Cap Growth

Limited Partnership, and TCW Large

Cap Value Limited Partnership were

organized as California limited

partnerships on May 31, 1996, August

23, 1996, June 22, 1993, and October 13,

1997, respectively. The Partnerships are

not registered under the Act in reliance

on section 3(c)(1) of the Act.

2. TAMCO, a wholly owned

subsidiary of The TCW Group, Inc.,

serves as the sole general partner of the

Partnerships and has exclusive

responsibility for their overall

management, control, and

administration. TAMCO is an

investment adviser registered under the

Investment Advisers Act of 1940

(‘‘Advisers Act’’) and serves as an

investment adviser with respect to the

Partnerships’ assets.

3. The Company, a Maryland

corporation, is an open-end

management investment company

registered under Act. Currently, the

Company offers seventeen series

(‘‘Existing Funds’’) and proposes to offer

four additional series (‘‘New Funds’’),

each of which will correspond to a

Partnership in terms of investment

objective and policies.

4. The Company has entered into an

investment advisory agreement with the

Adviser, an investment adviser

registered under the Advisers Act,

pursuant to which the Adviser will

provide advisory services to the Existing

Funds and New Funds. The officers of

TAMCO serving as portfolio managers

of the Partnerships also serve as officers

of the Adviser and will serve as

portfolio managers of the corresponding

New Funds.

5. Applicants propose that, pursuant

to an Agreement and Plan of Exchange

(‘‘Plan’’), each of the New Funds will

acquire assets from its corresponding

Partnership in exchange for New Fund

shares (‘‘Exchanges’’). New Fund shares

delivered to the Partnerships in the

Exchanges will have an aggregate net

asset value (‘‘NAV’’) equal to the NAV

of the assets transferred by the

Partnerships to the Company (except for

any reduction due to the New Funds’

payment of organizational expenses).

Upon consummation of the Exchanges,

each Partnership will distribute the New

Fund shares to its respective limited

partners, with each limited partner

receiving shares having an aggregate

NAV equivalent to the NAV of the units

of the Partnership held by the limited

partner prior to the Exchange (except for

the effect of the payment of certain

organizational expenses by the New

Funds and the retention of assets by the

Partnership to pay accrued expenses).

After payment of any accrued expenses

from retained assets, each Partnership

will be liquidated and dissolved. No

liabilities of a Partnership will be

transferred to its corresponding New

Fund; all known liabilities, other than

accrued expenses discussed above, will

be paid by each Partnership prior to the

transfer of its assets to the

corresponding New Fund. The General

Partner, TAMCO, will be responsible for

any unknown liabilities of each

Partnership.

6. The expenses of the Exchanges will

be borne by TAMCO. Organizational

expenses, up to a maximum of $50,000

per New Fund, will be paid by the New

Funds and amortized over five years.

Organizational expenses in excess of

$50,000 per New Fund will be paid by

the Adviser. Any unamortized

organization expenses associated with

the organization of the New Funds at

the time the Adviser withdraws its

initial investment in the Company will

be borne by the Adviser, not the New

Funds. Through October 31, 1998, the

Adviser will place a limit on the annual

expenses of each New Fund. This limit

is generally intended to cap New Fund

expense ratios at levels projected to be

incurred during 1998 by the

Partnerships.

7. The board of directors of the

Company (‘‘Board’’) and TAMCO have

considered the desirability of the

Exchanges from the points of view of

the company and the Partnerships, and

all of the members of the Board

(including all of the independent

directors within the meaning of section

2(a)(19) of the Act) and TAMCO have

approved the Exchanges and concluded

that: (i) the terms of the Exchanges have

been designated to meet the criteria in

section 17(b) of the Act; (ii) the

Exchanges are desirable as a business

matter from the respective points of

view of the Company and the

Partnerships; (iii) the Exchanges are in

the best interests of the Company and

the Partnerships; (iv) the Exchanges are

reasonable and fair, do not involve

overreaching, and are consistent with

the policies of the Act; (v) the

Exchanges are consistent with the

policies of the Company and the

Partnerships; and (vi) the interests of

existing shareholders in the Company

and existing partners in the Partnerships

will not be diluted as a result of the

Exchanges. These findings, and the

basis upon which the findings are made,

have been fully recorded in the

respective minute books of the

Company and TAMCO.

8. The Exchanges will not be effected

until (i) the Company’s Form N–1A

registration statement has been filed; (ii)

the Company and the Partnerships have

received a favorable opinion of counsel

regarding the tax consequences of the

Exchanges; and (iii) the SEC has issued

the requested order.

Applicants’ Legal Analysis

1. Section 17(a) of the Act prohibits

any affiliated person of a registered

investment company, or any affiliated

person of such a person, acting as

principal from selling to or purchasing

from the registered investment company

any security or other property. Section

2(a)(3) of the Act defines an ‘‘affiliated

person’’ as, among other things, any

person directly or indirectly controlling,

controlled by, or under common control
24200 Federal Register / Vol. 63, No. 84 / Friday, May 1, 1998 / Notices

1 15 U.S.C. 78s(b)(1).

2 15 U.S.C. 78f(b)(5).

3 15 U.S.C. 78s(b)(3)(A).

4 17 CFR 240.19b–4(e)(3).

with, such other person; and officer,

director, partner, copartner or employee

of such other person; or, if such other

person is an investment company, any

investment adviser of the investment

company. Each Partnership is an

affiliated person of an affiliated person

of the Company because TAMCO, the

general partner of the Partnerships, and

the Adviser are under common control.

Thus, the proposed Exchanges may be

deemed to be prohibited under section

17(a) of the Act.

2. Rule 17a–7 exempts certain

purchase and sale transactions

otherwise prohibited by section 17(a) if

an affiliation exists solely by reason of

having a common investment adviser,

common directors, and/or common

officers, provided, among other

requirements, that the transaction

involves a cash payment against prompt

delivery of the security. The relief

provided by rule 17a–7 may not be

available to applicants because the

transaction is effected on a basis other

than cash. Applicants also note that

TAMCO is not only the investment

adviser but also has a one percent

economic interest in each Partnership.

As a result, applicants believe that the

relief afforded by rule 17a–7 is not

available.

3. Section 17(b) of the Act authorized

the SEC to exempt any person from the

provisions of section 17(a) if the terms

of the 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 the proposed transaction

is consistent with the policy of each

registered investment company

concerned and the general purposes of

the Act.

4. Applicants believe that the

proposed Exchanges satisfy the

requirements of section 17(b).

Applicants state that because New Fund

shares will be issued to the limited

partners at net asset value and only

nominal shares will be outstanding after

the completion of the Exchanges, their

interests will not be diluted. Applicants

also state that the investment objectives

and policies of each New Fund are

substantially similar to its

corresponding Partnership and that after

the Exchanges, limited partners will

hold substantially the same assets as

Company shareholders as they held as

limited partners. Applicants also note

that the partners will become investors

in an entity that offers greater liquidity,

without incurring immediate tax

consequences or transaction and

brokerage charges. In this sense,

applicants submit that the Exchanges

can be viewed as a change in the form

in which assets are held, rather than a

disposition giving rise to section 17(a)

concerns.

Applicants’ Condition

Applicants agree that the order

granting the requested relief will be

subject to the following condition:

The Exchanges will comply with the

terms of rule 17a–7(b) through (f).

For the SEC, by the Division of Investment

Management, under delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–11565 Filed 4–30–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39909; File No. SR–BSE–

98–4]

Self-Regulatory Organization; Notice of

Filing and Immediate Effectiveness of

Proposed Rule Change by the Boston

Stock Exchange, Inc., Relating to an

Administrative Change to its Listing

and Maintenance Rules

April 24, 1998.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

April 10, 1998, the Boston Stock

Exchange, Inc. (‘‘Exchange’’ or ‘‘BSE’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by the Exchange.

the Commission is publishing this

notice to solicit comments on the

proposed rule change from interested

persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange seeks to move the

paragraph governing the suspension and

restoration of trading in an Exchange

listed security, currently located in

Chapter XXIV, ¶ 2220 of the Exchange’s

rules, to Chapter XXVII, ¶ 2264.

The text of the proposed rule change

is available at the Office of the

Secretary, The Exchange, and at the

Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

Exchange included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below. The

Exchange has prepared summaries, set

forth in sections A, B, and C below, of

the most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The purpose of this rule change is to

move the paragraph governing the

suspension and restoration of trading in

an Exchange listed security, currently

located in Chapter XXIV, ¶ 2220 of the

Exchange’s rules, to Chapter XXVII,

¶ 2264. The proposed rule change is

intended to incorporate all of the

Exchange’s listing and maintenance

requirements in Chapter XXVII. No

changes are being made to the text of the

rule being relocated.

2. Statutory Basis

The Exchange believes the proposed

rule change is consistent with Section

6(b)(5) of the Act.2

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change will impose

any inappropriate burden on

competition.

C. Self-Regulatory Organization’s

Statement on the Proposed Rule Change

Received From Members, Participants,

or Others

The Exchange has neither solicited

nor received comments on the proposed

rule change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

The foregoing proposed rule change is

concerned solely with the

administration of the Exchange and,

therefore, has become effective pursuant

to Section 19(b)(3)(A) of the Act 3 and

subparagraph (e)(3) of Rule 19b–4

thereunder.4 At any time within 60 days

of the filing of the proposed rule change,

the Commission may summarily

abrogate such rule change if it appears

to the Commission that such action is

necessary or appropriate in the public

interest, for the protection of investors,

or otherwise in furtherance of the