Federal Register / Vol. 63, No. 123 / Friday, June 26, 1998 / Notices 34947

(3) How should NRC assure that

public access is maintained in the

following areas: a. In the agency’s review of the

industry initiatives? b. To information related to the bases

for the agency’s acceptance of the

initiative?

Breakout Session III: Improvements to

Regulatory Framework

Open discussion is invited on the

following topics:

A. Reactor event reporting

requirements. 10 CFR § 50.72,

‘‘Immediate notification requirements

for operating nuclear power reactors,’’

and 10 CFR § 50.73, ‘‘Licensee event

report system’’ are currently the subject

of a rulemaking effort to: (a) update the

current rules, including reducing the

reporting burden associated with events

of little or no safety significance, and (b)

better align the rules with the NRC’s

current needs, including (i) obtaining

information better related to risk and (ii)

reconsidering the required reporting

times in relation to the need for prompt

NRC action.

(1) Other reporting requirements

applicable to nuclear power plants. Are

there additional areas (outside of § 50.72

and § 50.73) where event reporting

requirements can be risk-informed and/

or simplified? (2) What changes should be made in

those areas? For example, the time limit

for reporting could be adjusted based on

the safety significance of the event and

the need for NRC’s immediate action.

The burden associated with reporting

events or conditions with little or no

safety or risk significance should be

minimized.

(3) What would be the change in

reporting burden associated with such

changes? B. Development of a systematic

process and identification of candidate

issues for improving the effectiveness

and efficiency of rules, standards,

regulatory guidance, and their

application. (1) NRC Process Development. The

staff will discuss and seek comments

from stakeholders on the staff process of

(i) candidate issue identification

utilizing a variety of readily available

sources and databases; (ii) the analysis

of the candidate issue for generic

applicability, risk, effectiveness and

efficiency; (iii) issue prioritization and

disposal, and (iiii) the initiative to

achieve more performance-based

regulation. (2) Candidate Issue Proposals. The

staff welcomes the proposal of

candidate issues for improving rules,

standards, regulatory guidance, and

their application. This will include

consideration of issues that may

improve safety, as well as issues that

may reduce regulatory impact.

Candidate issues will be most seriously

addressed if they are provided with a

discussion of (i) resource impact on the

industry and the NRC, (ii) a quantitative

or qualitative assessment of their impact

on risk, and (iii) options of ways to

address the issue.

Dated in Rockville, Maryland this 23rd day

of June, 1998.

For the Nuclear Regulatory Commission.

Frank C. Cherny,

Acting Chief, Generic Safety Issues Branch,

Division of Regulatory Applications, Office

of Nuclear Regulatory Research.

[FR Doc. 98–17094 Filed 6–25–98; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23263; 812–10804]

The Lipper Funds, Inc.; Notice of

Application

June 22, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 6(c) of the

Investment Company Act of 1940

(‘‘Act’’).

SUMMARY OF APPLICATION: Applicants

request an exemption from section

15(f)(1)(A) of the Act to permit a former

director (Mr. Biderman) of the Company

to rejoin the Company’s board of

directors.

APPLICANTS: The Lipper Funds, Inc. and

Prime Lipper Asset Management.

FILING DATES: The application was filed

on October 1, 1997, and amended on

June 2, 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 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 July

17, 1998 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: The Lipper Funds, Inc. and

Prime Lipper Asset Management, 101

Park Avenue, New York, N.Y. 10178.

FOR FURTHER INFORMATION CONTACT:

Mary T. Geffroy, Senior Counsel, at

(202) 942–0553, 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

(tel. (202) 8090).

Applicant’s Representations

1. The Lipper Funds, Inc. (the

‘‘Company’’) is an open-end

management investment company

registered under the Act. The Company

consists of three investment portfolios,

one of which is the Prime Lipper Europe

Equity Fund (the ‘‘Europe Equity

Fund’’). Prime Lipper Asset

Management (‘‘PLAM’’), a New York

general partnership and an investment

adviser registered under the Investment

Advisers Act of 1940, serves as

investment adviser for the Europe

Equity Fund.

2. PLAM is a joint venture owned

equally by its two general partners,

Lipper Europe L.P. and Prime U.S.A.

Inc. (‘‘Prime USA’’). Lipper Europe L.P.

(‘‘Lipper Europe’’) is a Delaware limited

partnership controlled by Lipper &

Company, Inc. (‘‘Lipper Inc.’’). Prime

USA, a Delaware corporation, is a

wholly-owned subsidiary of Prime

S.p.A., an asset management firm. Prime

S.p.A. currently is controlled by

Assicurazioni Generali (‘‘Generali’’), an

Italian insurance company. Generali

acquired control of Prime S.p.A. on

December 20, 1996, when Fiat S.p.A.

sold to Generali 95.1% of the

outstanding stock of Prime S.p.A. (the

‘‘Transaction’’). The Transaction was

deemed to result in an assignment of

PLAM’s investment advisory agreement

with the Europe Equity Fund under the

Act.

3. PLAM is governed by a

management committee of four

individuals. Each general partner

appointed two members to the

management committee. Mr. Biderman

is an employee of Lipper Inc. and serves

on the management committee on

PLAM as one of the two Lipper Europe

representatives.
34948 Federal Register / Vol. 63, No. 123 / Friday, June 26, 1998 / Notices

4. Mr. Biderman previously served as

a director on the board of directors of

the Company (the ‘‘Board’’), including

the Europe Equity Fund, but resigned

effective as of the closing of the

Transaction to enable the Transaction to

remain subject to the safe harbor

provisions of section 15(f) of the Act

(described below). Applicants would

like Mr. Biderman to rejoin the Board

without removing the Transaction from

the safe harbor.

Applicant’s Legal Analysis

1. Section 15(f) of the Act is a safe

habor that permits an investment

adviser to a registered investment

company (or an affiliated person of the

investment adviser) to receive ‘‘any

amount or benefit’’ in connection with

a sale of securities of, or sale of any

other interest in, the investment adviser

that results in an ‘‘assignment’’ of the

advisory contract with the investment

company, if certain conditions are met.

Section 15(f)(1)(A) requires that, for a

period of three years after the sale, at

least 75 percent of the board of directors

of the investment company may not be

‘‘interested persons’’ with respect to

either the predecessor or successor

adviser of the investment company.

2. Section 2(a)(4) of the Act defines

‘‘assignment’’ to include: ‘‘any direct or

indirect transfer * * * of a controlling

block of the assignor’s outstanding

voting securities by a security holder of

the assignor.’’ Applicants state that the

Transaction was deemed to result in an

assignment of PLAM’s investment

advisory agreement with the Europe

Equity Fund. Applicants further state

that the parties to the Transaction

sought to rely on the safe harbor in

section 15(f) in connection with that

assignment. Because Mr. Biderman may

be deemed an interested person of

PLAM, Mr. Biderman resigned from the

Company’s Board as the closing of the

Transaction in order for the Company’s

Board to meet the requirements of

section 15(f)(1)(A).

3. Section 6(c) of the Act permits the

SEC to exempt any person or transaction

from any provision of the Act, or any

rule or regulation thereunder, if the

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.

4. Applicants request an order under

section 6(c) to permit Mr. Biderman to

rejoin the Board without causing the

Transaction to fall outside the safe

harbor of section 15(f) of the Act.

Applicants state that Mr. Biderman was

not affiliated with any party to the

Transaction, except indirectly as a

representative of Lipper Europe, a joint

venturer with Prime USA in PLAM.

Applicants further state that neither Mr.

Biderman nor Lipper Inc. has any

ownership interest in Prime USA, Prime

S.p.A., Fiat or Generali and derived no

economic interest from the Transaction.

Applicants also state that the advisory

fees received by Lipper Inc. and Prime

S.p.A. through their respective

ownership interests in PLAM are not a

material portion of the revenues of

either Lipper Inc. or Prime S.p.A.

5. Applicants further state that the

disinterested directors of the company

unanimously approved the filing of the

application for exemptive relief as in the

best interests of the Company’s

shareholders to permit Mr. Biderman to

rejoin the Board. Mr. Biderman has

served on the Board since its initial

organization in 1995 and has been

intimately involved in the operations of

the Europe Equity Fund. Applicants

assert that Mr. Biderman’s inability to

serve on the Board also deprives the

Company’s other portfolios of his

services.

6. Applicants state that the Board

could meet the requirements of section

15(f)(1)(A) if, in addition to Mr.

Biderman, three disinterested directors

were added to the Board. Applicants

contend, however, that reconstituting

the Board in this manner would result

in a disproportionately large Board and

would impose additional expenses on

the Company. Applicants note that if

Mr. Biderman rejoins the Board, the

Board still will have a majority of

directors who are not interested persons

of PLAM.

7. Applicants assert that the

conditions by which they would abide

as long as they are relying on the

requested order will assure that the

safeguards embodied in section

15(f)(1)(A) are maintained. These

conditions require, among other things,

that during the period covered by the

requested order, the fees paid by the

Europe Equity Fund to PLAM will not

increase and that applicants take all

appropriate actions to ensure that the

scope and quality of services provided

by PLAM to the Europe Equity Fund

will be at least equivalent to that which

PLAM has provided since the

Transaction.

8. For the reasons stated above,

applicants submit that the requested

relief is necessary and 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.

Applicant’s Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Applicants will take all appropriate

actions to ensure that the scope and

quality of investment advisory services

that PLAM provides to the Europe

Equity Fund will be at least equivalent

to that which has been provided by

PLAM since the Transaction.

2. The investment advisory fees

payable by the Europe Equity Fund to

PLAM under its investment advisory

agreement with PLAM will not be

increased.

3. If, within three years of the

completion of the Transaction, it

becomes necessary to replace any

director of the Company, that director

will be replaced by a director who is not

an ‘‘interested person’’ of PLAM within

the meaning of section 2(a)(19)(B) of the

Act, unless at least 75% of the directors

at that time are not interested persons of

PLAM.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–17081 Filed 6–25–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26888]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

June 19, 1998.

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 under the Act. 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 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

July 14, 1998, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant application(s) and/

or declaration(s) at the address(es)

specified below. Proof of service by

affidavit or, in case of an attorney at