Federal Register / Vol. 62, No. 4 / Tuesday, January 7, 1997 / Notices 1007

1Rule 17a–8 provides an exemption from section

17(a) of the Act for certain reorganizations among

registered investment companies that may be

affiliated persons, or affiliated persons of an

affiliated person, solely by reason of having a

common investment adviser, common directors,

and/or common officers.

diluted as a result of the proposed

reorganization.

3. In approving the Plan, the directors

identified certain benefits which were

likely to result from the reorganization.

It was anticipated that the applicant’s

shareholders would remain invested in

a closed-end fund with investment

objectives and policies virtually

identical to those of applicant, and

applicant’s shareholders would also

benefit from a reduced overall operating

expense ratio based on the combined

assets of the surviving fund and from

greater efficiency and flexibility in

portfolio management.

4. On December 29, 1995, applicant

filed a proxy statement with the SEC

that was declared effective on February

5, 1996 and distributed to shareholders

on or about February 5, 1996. In

addition to solicitation by mail, certain

agents of applicant solicited shareholder

proxies by telephone. Applicant’s

shareholders approved the Plan at a

special meeting held on March 14, 1996.

5. Pursuant to the Plan, on April 15,

1996, applicant transferred all of its

assets and liabilities to SHIP I. Upon

transfer, each share of applicant’s

common stock converted into the right

to receive an equivalent dollar amount

(to the nearest one ten-thousandth of

one cent) of full shares of SHIP I

common stock plus cash in lieu of any

fractional shares, computed based on

the net asset value per share of each of

applicant and SHIP I.

6. Expenses incurred in connection

with the reorganization included proxy

solicitation expenses, filing fees, legal

and audit fees and printing and stock

exchange fees. All expenses applicant

incurred in connection with the

reorganization were paid by SHIP I after

the reorganization.

7. As of the date of the application,

applicant had no shareholders and no

securities outstanding, and has no debts

or other liabilities outstanding.

Applicant is not a party to any litigation

or administrative proceeding. Applicant

is neither engaged, nor proposes to

engage, in any business activities other

than those necessary for the winding up

on its affairs.

9. Applicant filed articles of merger

with the State of Maryland on April 12,

1996, which became effective on April

15, 1996.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–243 Filed 1–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22422; 811–7131]

Senior Strategic Income Fund, Inc.;

Notice of Application

December 30, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Senior Strategic Income

Fund, Inc.

RELEVANT ACT SECTION: Order requested

under section 8(f) of the Act.

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on October 8, 1996 and amended on

December 13, 1996.

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 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

January 27, 1997, 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 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.

Applicant, 800 Scudders Mill Road,

Plainsboro, New Jersey 08536.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517, or Alison E. Baur,

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.

Applicant’s Representations

1. Applicant is a closed-end, nondiversified management investment

company organized as a Maryland

corporation. On July 19, 1993, applicant

filed a Notification of Registration on

Form N–8A pursuant to section 8(a) of

the Act and a registration statement on

Form N–2 under the Act and the

Securities Act of 1933. The registration

statement became effective on

September 17, 1993, and applicant

commenced the initial public offering

the same day.

2. On December 6, 1995, applicant’s

board of directors approved an

Agreement and Plan of Merger (the

‘‘Plan’’) whereby applicant would

transfer its assets to Senior High Income

Portfolio, Inc. (‘‘SHIP I’’), a registered

closed-end management investment

company, in exchange for shares of

SHIP I. Pursuant to rule 17a–8 under the

Act,1 applicant’s board of directors

determined that the proposed

reorganization was in the best interest of

applicant and that the interests of the

existing shareholders would not be

diluted as a result of the proposed

reorganization.

3. In approving the Plan, the directors

identified certain benefits which were

likely to result from the reorganization.

It was anticipated that the applicant’s

shareholders would remain invested in

a closed-end fund with investment

objectives and policies virtually

identical to those of applicant, and

applicant’s shareholders would also

benefit from a reduced overall operating

expense ratio based on the combined

assets of the surviving fund and from

greater efficiency and flexibility in

portfolio management.

4. On December 29, 1995, applicant

filed a proxy statement with the SEC

that was declared effective on February

5, 1996 and distributed to shareholders

on or about February 5, 1996. In

addition to solicitation by mail, certain

agents of applicant solicited shareholder

proxies by telephone. Applicant’s

shareholders approved the Plan at a

special meeting held on March 14, 1996.

5. Pursuant to the Plan, on April 15,

1996, applicant transferred all of its

assets and liabilities to SHIP I. Upon

transfer, each share of applicant’s

common stock converted into the right

to receive an equivalent dollar amount

(to the nearest one ten-thousandth of

one cent) of full shares of SHIP I

common stock plus cash in lieu of any

fractional shares, computed based on

the net asset value per share of each of

applicant and SHIP I.

6. Expenses incurred in connection

with the reorganization included proxy

solicitation expenses, filing fees, legal

and audit fees and printing and stock

exchange fees. All expenses applicant
1008 Federal Register / Vol. 62, No. 4 / Tuesday, January 7, 1997 / Notices

1 15 U.S.C. § 78s(b)(1).

2 17 CFR 240.19b–4.

3Securities Exchange Act Release No. 37947

(November 13, 1996), 61 FR 59124. In Amendment

No. 1 to the proposed rule change, submitted on

November 8, 1996, the Exchange replaced the text

of the proposed rule change originally filed with

rule text changed to reflect previously inadvertently

omitted language. See Securities Exchange Act

Release No. 37947 at note 2.

4Letter from David T. Rusoff, Esq., Foley &

Lardner, to Janet W. Russell-Hunter, Special

Counsel, Office of Market Supervision, Division of

Market Regulation, SEC, dated December 23, 1996.

In Amendment No. 2, the CHX amended the

proposed rule change to request an extension of the

pilot through March 1, 1997, rather than a request

for permanent approval of the program, and agreed

to submit additional data regarding the pilot by

January 31, 1997.

5See Securities Exchange Act Release No. 35753

(May 22, 1995), 60 FR 28007.

6See Securities Exchange Act Release No. 36027

(July 27, 1995), 60 FR 39465.

7See Securities Exchange Act Release No. 37491

(July 29, 1996), 61 FR 40690.

8CHX Rule 37 (e)–(f).

9See Securities Exchange Act Release No. 30058

(December 10, 1991), 56 FR 65765.

incurred in connection with the

reorganization were paid by SHIP I after

the reorganization.

7. As of the date of the application,

applicant had no shareholders and no

securities outstanding, and has no debts

or other liabilities outstanding.

Applicant is not a party to any litigation

or administrative hearing. Applicant is

neither engaged, nor proposes to engage,

in any business activities other than

those necessary for the winding up of its

affairs.

8. Applicant filed articles of merger

with the State of Maryland on April 12,

1996, which became effective on April

15, 1996.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–242 Filed 1–6–97; 8:45 am]

BILLING CODE 8010–01–M

Sunshine Act Meeting

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 meeting during

the week of January 6, 1997.

A closed meeting will be held on

Wednesday, January 8, 1997, at 10:00

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)(i) and

(10), permit consideration of the

scheduled matters at the closed meeting.

Commissioner Johnson, as duty

officer, voted to consider the items

listed for the closed meeting in a closed

session.

The subject matter of the closed

meeting scheduled for Wednesday,

January 8, 1997, at 10:00 a.m., will be:

Injunction and settlement of

injunctive actions.

Institution and settlement of

administrative proceedings of an

enforcement nature.

Formal order of investigation.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact: The Office

of the Secretary at (202) 942–7070.

Dated: January 3, 1997.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–441 Filed 1–3–97; 3:53 pm]

BILLING CODE 8010–01–M

[Release No. 34–38098; File No. SR–CHX–

96–26]

Self-Regulatory Organizations;

Chicago Stock Exchange, Inc.; Order

Approving and Notice of Filing and

Order Granting Accelerated Approval

of Amendment No. 2 to Proposed Rule

Change Relating to Enhanced

SuperMAX and Timed Enhanced

SuperMAX

December 30, 1996.

I. Information

On October 9, 1996, the Chicago Stock

Exchange, Incorporated (‘‘CHX’’ or

‘‘Exchange’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

19(b)(1) of the Securities Exchange Act

of 1934 (‘‘Act’’) 1 and Rule 19b–4

thereunder,2 a proposal relating to its

SuperMAX system, seeking permanent

approval of the existing pilot program.

The proposed rule change was

published for comment in the Federal

Register on November 20, 1996.3 The

CHX filed an amendment (‘‘Amendment

No. 2’’) to the proposal on December 30,

1996.4 No comments were received on

the proposed rule change. This order

approves the Exchange’s proposal as

amended.

II. Description of the Proposal

On May 22, 1995, the Commission

approved a proposed rule change of the

CHX that allows specialists on the

Exchange, through the Exchange’s MAX

system, to provide order execution

guarantees that are more favorable than

those required under CHX Rule 37(a),

Article XX.5 That approval order

contemplated that the CHX would file

with the Commission specific

modifications to the parameters of MAX

that are required to implement various

options available under this new rule.

On July 27, 1995, the Commission

approved a proposed rule change of the

CHX that implemented two options

available under this new rule.6 These

two new options, Enhanced SuperMAX

and Timed Enhanced SuperMAX, were

approved on a pilot basis until July 31,

1996. The Commission extended the

pilot program until December 31, 1996

and requested that the CHX provide a

report to the Commission, by August 31,

1996,7 describing its experience with

the pilot program. On August 30, 1996,

the CHX submitted a report.

The Exchange, based on its amended

proposal, has requested a further

extension for its Enhanced SuperMAX

and Timed Enhanced SuperMAX pilot

program8 through March 1, 1997. As

stated above, the two options available

in the pilot program are Enhanced

SuperMAX and Timed Enhanced

SuperMAX. Enhanced SuperMAX is

merely a reactivation of the Exchange’s

Enhanced SuperMAX program, a

program originally approved by the

Commission on a pilot basis in 1991.9

The proposed Enhanced SuperMAX

program differs from the original pilot

program approved in 1991 in that it is

available starting at 8:45 a.m. instead of

9:00 a.m. This program also differs from

the Exchange’s SuperMAX program in

that under this program, certain orders

are ‘‘stopped’’ at the consolidated best

bid or offer and are executed with

reference to the next primary market

sale instead of the previous primary

market sale. Timed Enhanced

SuperMAX is a slight variation on the

Enhanced SuperMAX program. It

executes orders in the same manner as

the Enhanced SuperMAX program

except that if there are no executions in

the primary market after the order has

been stopped for a designated time

period, the order is executed at the

stopped price at the end of such period.

Such period, known as a time out

period, is pre-selected by a specialist on

a stock-by-stock basis based on the size

of the order, may be changed by a

specialist no more frequently than once