Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices 31949

may be obtained for a fee at the

Commission’s Public Reference Branch,

450 Fifth Street, N.W., Washington, D.C.

20549–0102 (telephone (202) 942–8090).

Applicants’ Representations

1. The Fund is a Maryland

corporation and is registered under the

Act as an open-end management

investment company. The Fund intends

to invest all or substantially all of its

assets in the shares of various other

registered investment companies

(‘‘Underlying Funds’’) in reliance on

section 12(d)(1)(F) of the Act. The

Adviser is registered under the

Investment Advisers Act of 1940 and

acts as investment adviser to the Fund.

The Distributor is the principal

underwriter to the Fund. Applicants

request relief to permit the Fund to

charge a sales load in excess of the limit

in section 12(d)(1)(F)(ii) of the Act.

Applicants’ Legal Analysis

1. Section 12(d)(1)(A) of the Act

provides that no registered investment

company may acquire securities of

another investment company if such

securities represent more than 3% of the

acquiring company’s outstanding voting

stock, more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

any other acquired investment

companies, represent more than 10% of

the acquiring company’s total assets.

Section 12(d)(1)(B) of the Act provides

that no registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 12(d)(1)(F) of the Act

provides that Section 12(d)(1) shall not

apply to securities purchased by an

acquiring company if the company and

its affiliates own no more than 3% of an

acquired company’s securities, provided

that the acquiring company does not

impose a sales load of more than 1.5%

on its shares. In addition, section

12(d)(1)(F) provides that no acquired

company is obligated to honor any

acquiring company redemption request

in excess of 1% of the acquired

company’s securities during any period

of less than 30 days, and the acquiring

company must vote its acquired

company shares either in accordance

with instructions from its shareholders

or in the same proportion as all other

shareholders of the acquired company.

3. Section 12(d)(1)(J) of the Act

provides that the Commission may

exempt persons or transactions from any

provision of section 12(d)(1) if and to

the extent such exemption is consistent

with the public interest and the

protection of investors.

4. Applicants request an order under

section 12(d)(1)(J) exempting them from

the sales load limitation in section

12(d)(1)(F)(ii). Applicants agree, as a

condition to the requested order that

any sales charges, distribution related

fees, and service fees relating to the

shares of the Fund, when aggregated

with any sales charges, distribution

related fees and service fees paid by the

Fund relating to its acquisition, holding

or disposition of shares of the

Underlying Funds will not exceed the

limits set forth in rule 2830 of the

National Association of Securities

Dealers Inc. (‘‘NASD’’) Conduct Rules.

Applicants’ Conditions

1. The Fund will comply with section

12(d)(1)(F) of the Act in all respects

except for the sales load limitation of

section 12(d)(1)(F)(ii).

2. Any sales charges, distribution

related fees, and service fees relating to

the shares of the Fund, when aggregated

with any sales charges, distribution

related fees and service fees paid by the

Fund relating to its acquisition, holding

or disposition of shares of the

Underlying Funds will not exceed the

limits set forth in rule 2830 of the NASD

Conduct Rules.

3. No Underlying Fund will acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act except to the extent that such

Underlying Fund (a) receives securities

of another investment company as a

dividend or as a result of a plan of

reorganization of a company (other than

a plan devised for the purpose of

evading section 12(d)(1) of the Act); or

(b) acquires (or is deemed to have

acquired) securities of another

investment company pursuant to

exemptive relief from the Commission

permitting such Underlying Fund to (i)

acquire securities of one or more

affiliated investment companies for

short-term cash management purposes;

or (ii) engage in interfund borrowing

and lending transactions.

4. Before approving any advisory

contract under section 15 of the Act, the

Board of the Fund, including a majority

of the Board who are not ‘‘interested

persons’’ (as defined in section 2(a)(19)

of the Act), will find that the advisory

fees charged under the contract are

based on services provided that are in

addition to, rather than duplicative of,

services provided under any Underlying

Fund advisory contract. This finding,

and the basis upon which the finding

was made, will be recorded fully in the

minute books of the Fund.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–12600 Filed 5–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meeting Notice

Agency Meetings

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will hold the following meetings during

the week of May 22, 2000.

An open meeting will be held on

Tuesday, May 23, 2000 at 9:00 a.m. in

Room 1C30.

The subject matter of the open

meeting scheduled for Tuesday, May 23,

2000 at 9 a.m. will be:

The Commission’s Division of Investment

Management will conduct a roundtable

discussing several issues relating to

investment advisers. The roundtable will

bring together investment advisers, legal

counsel to advisers, representatives from

state regulatory bodies, representatives

from the NASD, and others to discuss

these issues and offer their

recommendations. For further

information, please contact Cynthia M.

Fornelli at (202) 942–0720, or J. David

Fielder at (202) 942–0530.

A closed meeting will be held on

Wednesday, May 24, 2000 at 11:00 a.m.

Commissioners, Counsel to the

Commissioners, the Secretary to the

Commission, and recording secretaries

will attend the closed meeting. Certain

staff members who have an interest in

the matters may also be present.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c)(4), (8), (9)(A) and (10)

and 17 CFR 200.402(a)(4), (8), (9)(A) and

(10), permit consideration for the

scheduled matters at the closed meeting.

The subject matter of the closed

meeting scheduled Wednesday, May 24,

2000 will be:

Institution and settlement of

injunctive actions; and Institution and

settlement of administrative

proceedings of an enforcement nature.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

31950 Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices

1 17 CFR 240.11Aa3–2.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Act and Rule 11Aa3–2 thereunder. See

Securities Exchange Act Release No. 17638 (Mar.

18, 1981).

The OPRA Plan provides for the collection and

dissemination of last sale and quotation information

on options that are traded on the member

exchanges. The five exchanges that 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 Exchange (‘‘PCX’’); and the Philadelphia

Stock Exchange (‘‘PHLX’’).

3The Commission approved three consecutive

temporary capacity allocation plans that were

proposed by OPRA Participants. See Securities

Exchange Act Release Nos. 42328 (January 11,

2000), 65 FR 2988 (January 19, 2000) (order

approving File No. SR–OPRA–00–01); 42362

(January 28, 2000), 65 FR 5919 (February 7, 2000)

(order approving File No. SR–OPRA–00–02); and

42493 (March 3, 2000), 65 FR12597 (March 9, 2000)

(order approving File No. SR–OPRA–00–03). In

addition, the Commission has sought public

comment on two alternative formulas for allocating

OPRA systems capacity during peak usage periods.

See Securities Exchange Act Release No. 42755

(May 4, 2000), 65 FR 30148 (May 10, 2000) (File No.

4–434).

4The proposed OPRA Plan amendment

incorrectly referred to 3,518 messages per second.

It had been modified here pursuant to OPRA’s

verbal request. Telephone conversation between

Joseph Corrigan, Executive Director, OPRA, and

Deborah Flynn, Senior Special Counsel, Division of

Market Regulation, Commission, on May 9, 2000.

5 ISE was registered as a national securities

exchange for options trading on February 24, 2000.

See Securities Exchange Act Release No. 42455, 65

FR 11387 (March 2, 2000).

6Although ISE initially requested from OPRA a

capacity allocation during peak periods of 60

messages per second, the Commission is allocating

55 messages per second to it during its first month

of operation. The Commission believes that the ISE,

like the other options exchanges, will need to

undertake efforts to encourage its market makers to

quote as efficiency as possible to stay within the 55

messages per second cap.

information and to ascertain that, if any,

matters have been added, deleted or

postponed, please contact:

The Office of the Secretary at (202)

942–7070.

Dated: May 16, 2000.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–12687 Filed 5–16–00; 4:07 pm]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42779; File No. SR–OPRA–

00–04]

Options Price Reporting Authority;

Notice of Filing and Order Granting

Accelerated Effectiveness of

Amendment to OPRA Plan Adopting a

Temporary Capacity Allocation Plan

May 12, 2000.

Pursuant to Rule 11Aa3–2 under the

Securities Exchange Act of 1934

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

May 9, 2000, 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 (‘‘OPRA Plan’’).

The proposed OPRA Plan amendment

would extend the current temporary

capacity allocation plan for peak usage

periods through the close of trading on

May 25, 2000, to minimize the

likelihood that during this period the

total number of messages generated by

the OPRA participant exchanges will

exceed the processor’s (i.e., Securities

Industry Automation Corporation

(‘‘SIAC’’)) aggregate message handling

capacity. In addition, to accommodate

the anticipated entry into OPRA of the

International Securities Exchange

(‘‘ISE’’), the amendment has been

modified to reallocate OPRA systems

capacity during peak usage periods

among the options exchanges to include

ISE. If, as expected, the ISE becomes a

participant in OPRA, the amendment, as

modified, would proportionally reduce

the existing allocations to the Amex,

CBOE, PCX, and Phlx, based on each

OPRA participant’s relative share of

total OPRA systems capacity, to allocate

systems capacity to the ISE. The

Commission is publishing this notice

and order to solicit comments from

interested persons on the proposed

OPRA Plan amendment, as modified,

and to grant accelerated approval to the

proposed OPRA Plan amendment, as

modified, on a temporary basis, for 120

days.

I. Description and Purpose of the

Amendment

As discussed above, OPRA proposes

to extend the temporary period during

which the message handling capacity of

its processor is allocated among the

participant exchanges, currently

scheduled to end on May 13, 2000,3 for

an additional twelve days, through the

close of trading on May 25, 2000.

Through May 25, 2000, the processor’s

aggregate message-handling capacity,

estimated by the processor to be 3,540

messages per second,4 will be allocated

among the participants by automatically

limiting the number of messages that

each participant may input to the

processor as follows:

American Stock Exchange: 1,024

messages per second

Chicago Board Options Exchange: 1,366

messages per second

Pacific Exchange: 635 messages per

second

Philadelphia Stock Exchange: 515

messages per second

ISE is scheduled to begin trading on

May 26, 2000 5 and is expected prior to

that date to become a participant in

OPRA. To date, the OPRA participants

have been unable to agree to a method

by which to allocate existing capacity to

ISE. Because there has been no increase

in overall OPRA systems capacity that

would accommodate ISE’s capacity

needs, the 60 messages per second that

ISE has requested for its first month of

operation will have to be allocated to

ISE by reducing the other OPRA

participants current allocation levels. To

facilitate the allocation of existing

capacity to ISE, the Commission is

modifying the proposed OPRA Plan

amendment to provide for a

promotional distribution of capacity to

ISE based on each OPRA participant’s

relative share of total OPRA system

capacity if, as expected, ISE becomes a

participant in OPRA.

Specifically, the proposed allocation

plan, which will be in effect on a

temporary basis for 120 days, would

operate as follows during peak usage

periods:

• The existing allocation scheme

would remain in place through May 25,

2000.

• Assuming, as anticipated, that ISE

is a participant in OPRA, from May 26

until June 25, 2000, ISE would be

allocated 55 messages per second,6 with

the other exchanges’ existing allocation

reduced proportionally. To provide ISE

with a capacity allocation of 55

messages per second during its first

month of operation, the following

allocation among the exchanges would

result: 1,008 messages per second to the

Amex (a reduction of 16 messages per

second); 1,345 messages per second to

the CBOE (a reduction of 21 messages

per second); 625 messages per second to

the PCX ( a reduction of 10 messages per

second); 507 messages per second to the

Phlx (a reduction of 8 messages per

second); and 55 messages per second to

ISE.

• Assuming, as anticipated, that ISE

is a participant in OPRA, beginning June

26, 2000, ISE’s allocation would be

increased by 55 messages per second

every 30 days for as long as this Order

is in effect (i.e., 110, 165, and 220

messages per second for ISE’s second,

third, and fourth months of operation,

respectively). The same proportional

reduction in the current level of

capacity allocated to the existing

markets would provide the additional

allocation for ISE.

In the event that additional capacity

becomes available to the OPRA system