58560 Federal Register / Vol. 69, No. 189 / Thursday, September 30, 2004 / Notices 

distributing the Funds. Bankers Trust 

Company and its affiliates previously 

received an exemption under section 

9(c) as the result of conduct that 

triggered section 9(a), as described in 

greater detail in the application. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition:

Any temporary exemption granted 

pursuant to the application shall be without 

prejudice to, and shall not limit the 

Commission’s rights in any manner with 

respect to, any Commission investigation of, 

or administrative proceedings involving or 

against, Applicants, including without 

limitation, the consideration by the 

Commission of a permanent exemption from 

section 9(a) of the Act requested pursuant to 

the application or the revocation or removal 

of any temporary exemptions granted under 

the Act in connection with the application.

Temporary Order 

The Commission has considered the 

matter and finds that Applicants have 

made the necessary showing to justify 

granting a temporary exemption. 

Accordingly, 

It is hereby ordered, pursuant to 

section 9(c) of the Act, that the 

Applicants are granted a temporary 

exemption from the provisions of 

section 9(a), effective forthwith, solely 

with respect to the Injunctions, subject 

to the condition in the application, until 

the date the Commission takes final 

action on their application for a 

permanent order or, if earlier, 

September 24, 2006.

By the Commission. 

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–21880 Filed 9–29–04; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–26619] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

September 24, 2004. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of September, 

2004. A copy of each application may be 

obtained for a fee at the SEC’s Public 

Reference Branch, 450 Fifth St., NW., 

Washington, DC 20549–0102 (tel. 202–

942–8090). An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by writing to the SEC’s 

Secretary at the address below and 

serving the relevant applicant 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 19, 2004, and should be 

accompanied by proof of service on the 

applicant, 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 Secretary, SEC, 450 Fifth 

Street, NW., Washington, DC 20549–

0609. 

For Further Information Contact:

Diane L. Titus at (202) 942–0564, SEC, 

Division of Investment Management, 

Office of Investment Company 

Regulation, 450 Fifth Street, NW., 

Washington, DC 20549–0504. 

AXP Progressive Series, Inc. 

[File No. 811–1714] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 25, 2004, 

applicant transferred its assets to a 

corresponding series of AXP Partners 

Series, Inc., based on net asset value. 

Expenses of $38,308 incurred in 

connection with the reorganization were 

paid by American Express Financial 

Corporation, applicant’s investment 

adviser. 

Filing Date: The application was filed 

on September 2, 2004. 

Applicant’s Address: 901 Marquette 

Ave. S, Suite 2810, Minneapolis, MN 

55402–3268. 

Merrill Lynch International Equity 

Fund 

[File No. 811–6521] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On August 23, 

2004, applicant transferred its assets to 

Merrill Lynch International Value Fund, 

a series of Mercury Funds II, based on 

net asset value. Expenses of $214,168 

incurred in connection with the 

reorganization were paid by the 

acquiring fund. 

Filing Date: The application was filed 

on September 10, 2004. 

Applicant’s Address: Merrill Lynch 

Investment Managers, L.P., 800 

Scudders Mill Rd., Plainsboro, NJ 

08536. 

Merrill Lynch Dragon Fund, Inc. 

[File No. 811–6581] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 21, 2004, 

applicant transferred its assets to Merrill 

Lynch Developing Capital Markets 

Fund, Inc., based on net asset value. 

Expenses of $208,317 incurred in 

connection with the reorganization were 

paid by the acquiring fund. 

Filing Dates: The application was 

filed on August 2, 2004, and amended 

on September 10, 2004. 

Applicant’s Address: Merrill Lynch 

Investment Managers, L.P., 800 

Scudders Mill Rd., Plainsboro, NJ 

08536. 

Eaton Vance Municipal Income Trust II 

(Formerly Eaton Vance Municipal 

Income Fund) 

[File No. 811–21234] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on August 10, 2004, and amended 

on September 8, 2004. 

Applicant’s Address: The Eaton 

Vance Building, 255 State St., Boston, 

MA 02109. 

Investors First Fund, Inc. 

[File No. 811–4981] 

Progressive Return Fund, Inc. 

[File No. 811–5891] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. On June 25, 

2004, each applicant transferred its 

assets to Cornerstone Strategic Value 

Fund, Inc., based on net asset value. 

Expenses of $297,037 and $158,896, 

respectively, incurred in connection 

with the reorganizations were paid by 

each applicant and the acquiring fund. 

Filing Dates: The applications were 

filed on July 27, 2004, and amended on 

September 10, 2004. 

Applicants’ Address: 383 Madison 

Ave., New York, NY 10179. 

Mutual Fund Variable Annuity Trust 

[File No. 811–8630] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On December 5, 

2003, each portfolio of the Applicant 

transferred its assets to the 

corresponding portfolio of SunAmerica 

Series Trust, based on net asset value. 

Aggregate expenses of approximately 

$356,608 incurred in connection with 

the reorganization and merger will be 

Federal Register / Vol. 69, No. 189 / Thursday, September 30, 2004 / Notices 58561

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

2 17 CFR 240.19b–4.

3See letter from John Boese, Vice President and 

Chief Regulatory Officer, BSE to Nancy Sanow, 

Assistant Director, Division of Market Regulation 

(‘‘Division’’), Commission, dated September 15, 

2004 (‘‘Amendment No. 1’’), in which the BSE 

made a minor revision of the proposed rule change.

4See Securities Exchange Act Release No. 34–

48596 (October 7, 2003), 68 FR 59435 (October 15, 

2003) (SR–BSE–2003–08).

5The BSE requested that the staff of the Division 

make minor modifications to language in the 

purpose and statutory basis sections. Telephone 

discussion between Kathy Marshall, Vice President 

of Finance, BSE, and Mia Zur, Attorney, and 

Natasha Cowen, Attorney, Division, Commission 

(September 14, 2004).

6Order trading away from the market and 

submitted through ILA without being designated as 

ILA orders are placed on the BSE limit order book 

and receive the credit. Telephone discussion 

between Kathy Marshall, Vice President of Finance, 

BSE, and Ira Brandriss, Assistant Director, and 

Natasha Cowen, Attorney, Division, Commission 

(September 23, 2004).

7 15 U.S.C. 78f(b).

8 15 U.S.C. 78f(b)(4).

9 15 U.S.C. 78f(b)(3)(a)(ii).

10 17 CFR 240.19b–4(f)(2).

11For purposes of calculating the 60-day 

abrogation period, the Commission considers the 

proposal to have been filed on September 22, 2004, 

the date the BSE filed Amendment No. 1.

paid by AIG SunAmerica Life Assurance 

Company, First SunAmerica Life 

Insurance Company, and JPMorgan 

Chase & Company. 

Filing Dates: The application was 

filed on December 29, 2003, and 

amended on September 16, 2004. 

Applicant’s Address: 522 Fifth 

Avenue, New York, New York 10036. 

Merrill Lynch Variable Annuity 

Account 

[File No. 811–3079] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. All contract 

owners that owned variable annuity 

contracts issued through the Applicant 

have either elected to surrender their 

contracts at their own initiative or are 

no longer living. All amounts owed 

under such contracts were previously 

distributed. The Applicant incurred no 

expenses in connection with the 

liquidation. 

Filing Date: The application was filed 

on August 2, 2004. 

Applicant’s Address: Merrill Lynch 

Insurance Group, 1300 Merrill Lynch 

Drive, 2nd Floor, Pennington, New 

Jersey, 08534.

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–21881 Filed 9–29–04; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50436; File No. SR–BSE–

2004–39] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change and 

Amendment No. 1 Thereto Relating to 

the Exchange’s Transaction Fees 

Schedule 

September 23, 2004.

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on August 

31, 2004, the Boston Stock Exchange 

(‘‘BSE’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. On September 22, 

2004, the Exchange filed Amendment 

No. 1 to the proposed rule change.3 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change, as amended, from interested 

persons.

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The BSE proposes to amend its 

Transaction Fees schedule with respect 

to its new Instant Liquidity Access 

(‘‘ILA’’) service.4 The text of the 

proposed rule change is available at the 

BSE 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 

BSE 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 BSE 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 5

1. Purpose 

The BSE proposes to amend its 

Transaction Fees schedule to establish a 

transaction charge for its new ILA 

product. The Exchange would apply 

these fees effective September 1, 2004, 

as this is when the product was fully 

implemented. 

Under the proposed fees, firms that 

access liquidity on the BSE through ILA 

will be charged $.002 per share when an 

order removes liquidity (order 

immediately executes against displayed 

liquidity on the BSE) and will be 

credited $.001 per share when an order 

provides liquidity (order is trading away 

from the market, is placed on the BSE 

limit order book and is ultimately 

executed).6 A firm can receive total 

credits up to the amount of total fees 

charged to the firm for ILA activity on 

a monthly basis. Therefore, no firm will 

be credited in an amount greater than 

the amount of fees it was charged for a 

given month.

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,7 in general, and 

furthers the objectives of Section 6(b)(4) 

of the Act,8 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members.

B. Self-Regulatory Organization’s 

Statement on Burden on Competition

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments 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 proposed rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A)(ii) of the Act 9 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder,10 because it establishes or 

changes a due, fee, or other charge 

imposed by the BSE. 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 

pruposes of the Act.11