25344 Federal Register / Vol. 72, No. 86 / Friday, May 4, 2007 / Notices 

ROUTINE USES OF RECORDS MAINTAINED IN THE

SYSTEM: 

Peace Corps general routine uses A, B, 

C, D, E, F, G, H, I, J, K and L apply to 

this system. Records may also be 

disclosed to: 

1. The Department of Treasury for 

disbursements to vendors and travelers; 

or 

2. The Department of State for 

disbursements to vendors and travelers. 

3. The Department of Treasury for 

debt collection and to conduct a 

computer matching program in order to 

collect debts. 

4. The Internal Revenue Service for 

tax reporting and submission of W–2 

and 1099 information. 

5. General Services Administration for 

Federal Procurement Data System 

(FPDS) reporting on contracts awarded. 

6. Other Federal agencies with whom 

PC has established Interagency/ 

Reimbursable Agreements. 

POLICIES AND PRACTICES FOR STORING, 

RETRIEVING, ACCESSING, RETAINING, AND

DISPOSING OF RECORDS IN THE SYSTEM: 

STORAGE: 

In a computerized database with 

background documentation or reports 

available on paper. 

RETRIEVABILITY: 

By name, Volunteer ID number, SSN, 

contract or purchase order number, 

invoice number, payment batch number, 

customer number or vendor number, 

DUNS number. Paper records are 

retrieved according to Volunteer name, 

country location code, purchase order 

number, contract number, project 

number, vendor name, and SF1166 

Schedule of Payments number. 

SAFEGUARDS: 

Computerized records are maintained 

in a secure, password-protected 

computer system. These records are 

available to Peace Corps employees and 

contractors with assigned duties 

requiring work with the records on a 

day-to-day basis. The office supervisors 

authorize the appropriate level of FMS 

record access for each user. FMS 

databases are backed up nightly. The 

domestic back-up media is stored in a 

data center until delivered to GSA/DODapproved facilities for offsite storage. 

Back-up media in overseas PC offices is 

stored on site in fire-proof containers. 

Paper records are maintained in 

lockable file cabinets. The paper records 

and computer media are maintained in 

secure, access-controlled areas or 

buildings. 

RETENTION AND DISPOSAL: 

Computerized records are stored 

within the FMS database and are being 

retained for a minimum of 8 years. The 

paper records of vouchers, contracts 

(with award amounts greater than 

$25,000), procurement files, and 

schedules of payments are retained for 

up to 6 years and 3 months after the 

fiscal year of the award or after the final 

payment has been issued; Volunteers/ 

Trainees records are retained up to 7 

years and 3 months after the Volunteer/ 

Trainee has terminated or closed 

service; and records of donors are held 

for up to 7 years unless they are no 

longer needed. 

SYSTEM MANAGER: 

Chief Financial Officer, Office of the 

Chief Financial Officer, U.S. Peace 

Corps, 1111 20th St., NW., Washington, 

DC 20526–0001. 

PROCEDURES FOR NOTIFICATION, ACCESS, AND

CONTESTING: 

Any individual who wants to know 

whether this system of records contains 

a record about himself or herself, who 

wants access to his or her record, or 

who wants to contest the contents of a 

record, should make a written request to 

the System Manager or Privacy Act 

Officer. Requesters will be required to 

provide adequate identification, such as 

a driver’s license, employee 

identification card, or other identifying 

document. Additional identification 

procedures may be required in some 

instances. Requests for correction or 

amendment must identify the record to 

be changed and the corrective action 

sought. Complete Peace Corps Privacy 

Act procedures are set out in 22 CFR 

part 308. 

RECORD SOURCE CATEGORIES: 

Record subject and Peace Corps staff. 

EXEMPTIONS CLAIMED FOR THE SYSTEM: 

None. 

Dated: May 1, 2007. 

Wilbert Bryant, 

Associate Director—Management. 

[FR Doc. 07–2211 Filed 5–3–07; 8:45 am] 

BILLING CODE 6015–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27808; 812–13373] 

The Gabelli Equity Trust Inc., et al.; 

Notice of Application 

April 30, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 17(b) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from section 17(a) of the Act 

and for an order under section 17(d) of 

the Act and rule 17d–1 thereunder. 

APPLICANTS: The Gabelli Equity Trust 

Inc. (the ‘‘Trust’’), The Gabelli 

Healthcare & WellnessRX Trust (the 

‘‘Healthcare Trust’’), and Gabelli Funds, 

LLC (‘‘Gabelli’’). 

SUMMARY OF APPLICATION: Applicants 

seek an order to permit the Trust to 

transfer a portion of its assets to the 

Healthcare Trust, a newly formed, 

wholly-owned subsidiary that is a 

registered closed-end investment 

company, and to distribute to the 

Trust’s shareholders the shares of the 

Healthcare Trust. 

FILING DATES: The application was filed 

on April 2, 2007 and amended on April 

16, 2007 and April 26, 2007. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on May 21, 2007, 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 who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC, 20549– 

1090; Applicants, c/o Rose F. 

DiMartino, Esq., Willkie Farr & 

Gallagher LLP, 787 Seventh Avenue, 

New York, New York 10019–6099. 

FOR FURTHER INFORMATION CONTACT: 

Shannon Conaty, Senior Counsel, at 

(202) 551–6827, or Julia K. Gilmer, 

Branch Chief, at (202) 551–6821 

(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 at the 

Commission’s Public Reference Branch, 

100 F Street, NE., Washington, DC, 

20549–0102 (tel. (202) 551–8090). 

Applicants’ Representations 

1. The Trust is a non-diversified, 

closed-end management investment 


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Federal Register / Vol. 72, No. 86 / Friday, May 4, 2007 / Notices 25345 

company registered under the Act. The 

Healthcare Trust was formed on 

February 20, 2007, and filed a 

notification of registration on Form N– 

8A on February 28, 2007 to register 

under the Act as a non-diversified, 

closed-end management investment 

company. The Healthcare Trust will file 

a registration statement under the Act 

on Form N–2 within 90 days after the 

filing of the Form N–8A. Application 

will be made to list the Healthcare 

Trust’s common shares for trading on 

the New York Stock Exchange. Gabelli 

is registered as an investment adviser 

under the Investment Advisers Act of 

1940 and serves as the investment 

adviser to the Trust and the Healthcare 

Trust. 

2. The Trust owns a single share of 

the Healthcare Trust’s common shares 

of beneficial interest which was issued 

in consideration of the Trust’s 

contribution to the Healthcare Trust of 

the $8 initial net asset value. Five of the 

eight persons who currently serve as the 

Trust’s directors are also trustees of the 

eight-member Healthcare Trust’s board 

of directors and four of the Trust’s 

principal executive officers hold the 

same offices with the Healthcare Trust. 

3. The Board of Directors (‘‘Board’’) of 

the Trust has approved, subject to the 

requested relief and subsequent 

shareholder approval, the contribution 

of a segment of the Trust’s net assets 

having a value of approximately $70 

million to the Healthcare Trust in 

exchange for additional shares of 

common stock of the Healthcare Trust, 

which together with the share currently 

held by the Trust, will constitute all of 

the shares of common stock of the 

Healthcare Trust. It is anticipated that 

the contributed assets will consist 

largely or exclusively of cash and shortterm fixed income instruments. All the 

common shares of the Healthcare Trust 

then will be distributed by the Trust as 

a dividend to its shareholders at a rate 

of one share of the Healthcare Trust 

common share for every 20 common 

shares held of the Trust. The 

contribution of the Trust assets to the 

Healthcare Trust and the subsequent 

distribution of the Healthcare Trust 

common shares to the Trust 

shareholders are referred to as the 

‘‘Transaction.’’ 

4. The Board, including all of the 

directors who are not ‘‘interested 

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

of the Act (the ‘‘Disinterested 

Directors’’), concluded, among other 

things, that the Transaction will result 

in the following benefits to Trust 

shareholders: (a) Shareholders will 

receive shares of an investment 

company with a different risk-return 

profile than the Trust; (b) shareholders 

will acquire the Healthcare Trust 

common shares at a much lower 

transaction cost than is typically the 

case for a newly-organized closed-end 

equity fund since there will be no 

underwriting discounts or commissions; 

and (c) shareholders will be able to seek 

capital appreciation opportunities 

presented by the Healthcare Trust 

market segment. 

5. The Trust does not expect that it 

will recognize significant taxable gain 

on its contribution of cash and 

securities to the Healthcare Trust in 

exchange for shares of the Healthcare 

Trust. The Healthcare Trust has been 

advised by counsel that the distribution 

of shares of the Healthcare Trust to 

Trust shareholders likely will be a 

taxable event for Trust shareholders 

and, under certain circumstances, will 

be a taxable event for the Trust. 

However, the Transaction is not 

expected to increase significantly the 

total amount of taxable distributions 

received by the Trust’s common 

shareholders for the year in which the 

Transaction is consummated and is not 

expected to result in the recognition of 

significant taxable gain by the Trust. 

The Board, including all of the 

Disinterested Directors, considered the 

tax consequences of the Transaction and 

believes that the benefits of the 

Transaction outweigh any adverse tax 

consequences to the Trust and its 

shareholders. 

6. The costs of organizing the 

Healthcare Trust and effecting the 

distribution of the Healthcare Trust’s 

shares to the Trust’s shareholders, 

including the fees and expense of 

counsel and accountants and printing, 

listing, and registration fees, are 

estimated to be approximately $700,000 

and will be borne by the Trust. The 

Trust will bear the costs of soliciting its 

shareholders’ approval of the 

Transaction and the costs incurred in 

connection with this application for 

exemptive relief. In addition, the 

Healthcare Trust will incur operating 

expenses on an ongoing basis, including 

legal, auditing, transfer agency, and 

custodian expenses that, when 

aggregated with the fees payable by the 

Trust for similar services after the 

distribution, will likely exceed the fees 

currently payable by the Trust for those 

services. The Board, including the 

Disinterested Directors, concluded that 

it is appropriate for the Trust to bear the 

Transaction’s cost inasmuch as the 

benefits of the Transaction will be for 

the Trust’s common shareholders and 

because absorption of such expenses 

will eliminate any decrease in the net 

asset value of the Healthcare Trust’s 

shares in comparison to the amount of 

the distribution, which may support the 

pricing of the Healthcare Trust shares 

on the New York Stock Exchange. It is 

not expected that the Transaction will 

have significant effect on the annual 

expenses of the Trust as a percentage of 

its assets. 

Applicants’ Legal Analysis 

1. Section 17(a) of the Act generally 

prohibits sales or purchases of securities 

between a registered investment 

company and an affiliated person. 

Section 2(a)(3) of the Act defines an 

‘‘affiliated person’’ of another person to 

include (a) any person directly or 

indirectly owning, controlling, or 

holding with power to vote 5% or more 

of the outstanding voting securities of 

the other person, (b) any person 5% or 

more of whose voting securities are 

directly or indirectly owned controlled 

or held with the power to vote by the 

other person, and (c) any person directly 

or indirectly controlling, controlled by, 

or under common control with, the 

other person. The Trust may be viewed 

as an affiliated person of the Healthcare 

Trust under section 2(a)(3) since the 

Trust will own 100 percent of the 

Healthcare Trust’s voting securities 

until the consummation of the 

Transaction. The Healthcare Trust may 

similarly be considered an affiliated 

person of the Trust since 100 percent of 

the Healthcare Trust’s voting securities 

will be owned by the Trust. The Trust 

and the Healthcare Trust also may be 

viewed as affiliated persons of each 

other to the extent that they may be 

deemed to be under the common control 

of Gabelli and because five of the same 

persons serve as the directors and four 

of the same persons serve as officers of 

both companies. As a result of the 

affiliation between the Trust and the 

Healthcare Trust, section 17(a) would 

prohibit the Transaction. 

2. Applicants request an exemption 

pursuant to section 17(b) of the Act from 

the provisions of section 17(a) in order 

to permit the Trust to effect the 

Transaction. Section 17(b) authorizes 

the Commission to issue such an 

exemptive order if the Commission 

finds that the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any persons concerned, and the 

proposed transaction is consistent with 

the policy of each registered investment 

company and the general purposes of 

the Act. 

3. Applicants assert that the terms of 

the Transaction, including the 

consideration to be paid or received, are 

fair and reasonable and do not involve 

overreaching by any person concerned. 


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25346 Federal Register / Vol. 72, No. 86 / Friday, May 4, 2007 / Notices 

Applicants state that the proposed sale 

by the Trust of a portion of its assets to 

the Healthcare Trust in exchange for the 

securities of the Healthcare Trust will be 

based on the fair value of those assets 

computed on the day of the proposed 

transfer in the same manner as for 

purposes of the daily net asset valuation 

for the Trust. Applicants further state 

that such assets are anticipated to 

consist largely or exclusively of cash 

and short-term fixed income 

instruments and thus will likely pose 

few, if any, issues with respect to 

valuation. The Healthcare Trust shares 

distributed by the Trust in the 

Transaction will be valued based on the 

value of the Healthcare Trust’s assets. 

‘‘Value’’ for those purposes will be 

determined in accordance with the 

provisions of section 2(a)(41) of the Act 

and rule 2a–4 under the Act. 

4. With respect to the Transaction, 

each of the Trust’s Board and the 

Healthcare Trust’s Board, including a 

majority of the Disinterested Directors of 

each Board, determined that the 

participation in the Transaction is in the 

best interests of the Trust or the 

Healthcare Trust, as applicable, and that 

the interests of the existing shareholders 

of the Trust or the Healthcare Trust, as 

applicable, will not be diluted as a 

result of the Transaction. These 

findings, and the basis upon which the 

findings were made, will be recorded 

fully in the minute book of the Trust or 

the Healthcare Trust, as applicable. 

5. Applicants state that the 

Transaction will be consistent with the 

stated investment policies of the Trust 

and the Healthcare Trust as disclosed to 

shareholders. The distribution of the 

Healthcare Trust shares will not initially 

change the position of the Trust’s 

shareholders with respect to the 

underlying investments that they then 

own. A proxy statement/prospectus of 

the Trust and the Healthcare Trust is 

being used to solicit the approval of the 

Trust’s shareholders of the Transaction 

at a vote to take place following the 

issuance of the exemptive order. The 

Trust’s shareholders will have the 

opportunity to vote on the Transaction 

after having received disclosure 

concerning the Transaction. 

6. Applicants also seek an order under 

section 17(d) of the Act and rule 17d– 

1 under the Act. Section 17(d) and rule 

17d–1 prohibit affiliated persons from 

participating in joint arrangements with 

a registered investment company unless 

authorized by the Commission. In 

passing on applications for these orders, 

rule 17d–1 provides that the 

Commission will consider whether the 

participation of the investment 

company is consistent with the 

provisions, policies and purposes of the 

Act, and the extent to which the 

participation is on a basis different from 

or less advantageous than that of the 

other participants. Applicants request 

an order pursuant to rule 17d–1 to the 

extent that the participation of the 

applicants in the Transaction may be 

deemed to constitute a prohibited joint 

transaction. 

7. Applicants state that the 

Transaction will not place any of the 

Trust, the Healthcare Trust, or existing 

shareholders of the Trust in a position 

less advantageous than that of any other 

person. As noted, the value of the 

Trust’s assets transferred to the 

Healthcare Trust (and the common 

shares received in return) will be based 

on their fair value as computed on the 

day of the transfer in accordance with 

the requirements of the Act. The shares 

of the Healthcare Trust will be 

distributed as a dividend to the 

shareholders, leaving the shareholders 

in the same investment posture 

immediately following the Transaction 

as before, subject only to changes in 

market price of the underlying assets 

subsequent to the Transaction. 

8. Applicants assert that the 

Transaction has been proposed in order 

to benefit the shareholders of the Trust 

as well as the Healthcare Trust, and 

neither Gabelli nor any other affiliated 

person of the Trust or the Healthcare 

Trust will receive fees solely as a result 

of the Transaction. The fee indirectly 

payable to Gabelli by the Healthcare 

Trust’s shareholders will be the same as 

the fee currently indirectly payable to 

Gabelli by the Trust’s shareholders. In 

addition, by creating the Healthcare 

Trust through the Transaction, the Trust 

is effectively enabling its shareholders 

to receive securities without the costs 

associated with a public offering. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–8504 Filed 5–3–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27807; 812–13286] 

Old Westbury Funds, Inc. and 

Bessemer Investment Management 

LLC; Notice of Application 

April 27, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from section 

15(a) of the Act and rule 18f–2 under 

the Act, as well as from certain 

disclosure requirements. 

APPLICANTS: Old Westbury Funds, Inc. 

(the ‘‘Corporation’’) and Bessemer 

Investment Management LLC (the 

‘‘Adviser’’). 

FILING DATES: The application was filed 

on April 24, 2006, and amended on 

April 26, 2007. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on May 22, 2007, 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 who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities & 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants, c/o Robert M. Kurucza, 

Morrison & Foerster LLP, 2000 

Pennsylvania Avenue, NW., Suite 5500, 

Washington, DC 20006. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817 or Julia Kim Gilmer, 

Branch Chief, at (202) 551–6821 

(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 at the 

Commission’s Public Reference Branch, 

100 F Street, NE., Washington, DC 

20549–0102 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Corporation, a Maryland 

corporation, is registered under the Act 

as an open-end management investment 

company. The Corporation currently is 

comprised of seven series (each a 

‘‘Fund’’ and collectively, the ‘‘Funds’’), 

each with separate investment 


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