5498 Federal Register / Vol. 62, No. 24 / Wednesday, February 5, 1997 / Notices

November 23, 1996, each Board had five

members, two of whom were not

‘‘interested persons’’ as that term is

defined by Section 2(a)(19) of the 1940

Act. One of the disinterested Trustees

died on November 23, 1996, reducing

each Board to four members, only one

of whom is not an interested person.

The remaining disinterested Trustee

expressed his intention to resign

effective February 1, 1997. Following

the resignation, each Board will be

reduced to three members, all of whom

will be interested persons.

3. The Boards are seeking diligently to

identify replacements for the two

disinterested Trustees. The remaining

Trustees must approve the nomination

of suitable candidates. Shareholders of

the Trusts and owners of the Contracts

also must approve the new nomination

of the new Trustees.

4. No actions will be taken by the

Boards that require a vote of

disinterested Trustees until after the

Boards have been fully constituted and

shareholders have elected the nominees.

Nor have any such actions been taken

since November 23, 1996.

Applicants’ Legal Analysis

1. Applicants request that the

Commission issue an order pursuant to

Section 10(e)(3) of the 1940 Act

extending the sixty day period provided

for by Section 10(e)(2) of the 1940 Act

to March 21, 1997. Applicants further

request that the order grant retroactive

relief for the period from January 21,

1997, the expiration date of the initial

sixty day period, to the date on which

the order is issued.

2. Section 10(a) of the 1940 Act

provides, among other things, that no

registered investment company shall

have a board of directors more than 60

percent of whose members are persons

or officers or employees of such

registered company. Section 10(e) of the

Act sets forth time limitations for filing

vacancies created by reason of the

death, disqualification or bona fide

resignation of any director(s). Section

10(e)(2) further provides that the

operation of Section 10(a) shall be

suspended for a period of sixty days if

a vote of shareholders is required to fill

the vacancy(ies). Section 10(e)(3)

authorizes the Commission, by order

upon application, to prescribe a longer

period as not inconsistent with the

protection of investors.

3. Section 16(a) of the 1940 Act

requires, in pertinent part, that

immediately after filling a vacancy on a

board of directors, at least two-thirds of

the directors shall have been elected to

such office by the shareholders of the

registered investment company.

Applicants must submit the election of

the Boards to the shareholders of the

Trusts to comply with Section 16(a).

4. Applicants assert that the Boards

have not yet identified appropriate

candidates to fill the two vacancies

which must be filled by Trustees who

are not interested persons of the Trusts.

Applicants represent that their efforts

have been pursued with diligence, but

to date have not resulted in the selection

of appropriate nominees.

5. Applicants represent that once they

have identified, interviewed and cleared

potential nominees, their nomination

will be considered at the meetings of the

Boards scheduled for February 25, 1997.

At those meetings, Applicants anticipate

that the Boards will authorize the

preparation and filing with the

Commission of proxy materials relating

to the election of the Boards and other

significant matters that require

shareholders approval.

6. Applicants assert that it is in the

best interests of the separate accounts

investing in the Applicants and the

owners of variable annuity contracts

funded through those separate accounts

to take the necessary time to identify

qualified and competent disinterested

Trustees. Applicants represent that

efforts have been undertaken and are

continuing to obtain two disinterested

Trustees, but that is now appears that

the vacancies will not be filled until

March 21, 1997.

7. Applicants represent that

retroactive relief is necessary because

they were not immediately notified of

the death of one distinterested Trustee,

and that sixty days is not sufficient time

to prepare and file with the

Commission, and for the Commission to

consider, issue a notice and grant an

order upon, an application for

exemptive relief.

Conclusion

For the reasons stated above,

Applicants assert that their requests for

relief are consistent with the protection

of investors.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–2781 Filed 2–4–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. IC–22485; File No. 812–10286]

The Mutual Life Insurance Company of

New York, et al.

January 29, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (‘‘1940 Act’’).

APPLICANTS: The Mutual Life Insurance

Company of New York (‘‘MONY’’),

MONY Life Insurance Company of

America (‘‘MONY America,’’ and

collectively with MONY, ‘‘the

Companies’’) and MONY America

Variable Account A (‘‘MONY America

Account,’’ and collectively with the

MONY Account, ‘‘the Accounts’’).

RELEVANT 1940 ACT SECTIONS: Order

requested pursuant to Section 26(b) of

the 1940 Act approving a proposed

substitution of securities and pursuant

to Section 17(b) of the 1940 Act granting

exemptions from the provisions of

Sections 17(a)(1) and 17(a)(2) of the

1940 Act.

SUMMARY OF APPLICATION: Applicants

seek an order approving the substitution

of shares of the U.S. Government Series

(‘‘U.S. Government Portfolio’’) of OCC

Accumulation Trust (‘‘Trust’’) for shares

of the Bond Series (‘‘Bond Portfolio’’) of

the Trust. Applicants also seek an

exemption from Section 17(a)(1) and

17(a)(2) of the 1940 Act to the extent

necessary to permit Applicants to carry

out the above referenced substitution in

part by redeeming shares of the Bond

Portfolio in-kind and using the

redemption proceeds to purchase shares

of the U.S. Government Portfolio.

FILING DATE: The application was filed

on August 7, 1996.

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 Secretary of

the SEC and serving the applicants with

a copy of the request, personally or by

mail. Hearing requests must be received

by the Commission by 5:30 p.m., on

February 24, 1997, 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. Any

person may request notification of a

hearing by writing to the Secretary of

the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicants, c/o Frederick C. Tedeshi,
Federal Register / Vol. 62, No. 24 / Wednesday, February 5, 1997 / Notices 5499

Esq., The Mutual Life Insurance

Company of New York, 500 Frank W.

Burr Blvd., Teaneck, N.J. 07666–6888.

FOR FURTHER INFORMATION CONTACT:

Joyce Merrick Pickholz, Senior Counsel,

or Patrice M. Pitts, Branch Chief, Office

of Insurance Products (Division of

Investment Management) at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: Following

is a summary of the application. The

complete application is available for a

fee from the Public Reference Branch of

the Commission.

Applicants’ Representations

1. MONY is a mutual life insurance

company organized in the state of New

York. MONY America, a wholly owned

subsidiary of MONY, is a stock

insurance company organized in the

state of Arizona.

2. MONY established the MONY

Account on November 28, 1990, and

MONY America established the MONY

America Account on March 27, 1987, in

accordance with the laws of the States

of New York and Arizona, respectively.

The Accounts are segregated asset

accounts registered with the

Commission as unit investment trusts

pursuant to the provisions of the 1940

Act and are used to fund certain

individual and group flexible payment

variable annuity contracts issued by the

Companies and sold under the name

‘‘ValueMaster’’ (‘‘ValueMaster

Contracts’’).

3. The Accounts currently are divided

into various sub-accounts (‘‘SubAccounts’’), five of which are available

to owners of ValueMaster Contracts

(‘‘ValueMaster Contractowners’’) and

which reflect the investment

performance of the Bond, Equity,

Managed, Money Market and Small Cap

Series of the Trust. ValueMaster

Contractowners may transfer account

values among the Sub-Accounts without

any charge up to four times a year. For

any additional transfers, a transfers, a

transfer charge is not imposed currently.

However, the Companies reserve the

right to impose a charge. As of June 30,

1996, 3.7% of the total assets invested

in the Accounts by ValueMaster

Contractowners were allocated to the

Bond Portfolio.

4. The ValueMaster Contracts are

offered exclusively by agents of

Oppenheimer Life Agency, Ltd.,

(‘‘Oppenheimer Life’’), an affiliate of

OpCap Advisors, a registered

investment adviser and the Trust’s

investment manager. Oppenheimer Life

is no longer actively selling the

ValueMaster Contracts.

5. The Trust was established on May

12, 1994, and is a registered open-end

management investment company

consisting of seven separate series

(‘‘Portfolios’’) with differing investment

objectives, policies and restrictions. All

five of the Portfolios of the Trust

supporting the ValueMaster Contract

commenced operations on September

16, 1994, when a predecessor registered

investment company (the ‘‘Old Trust’’)

with portfolios corresponding to five of

the current seven portfolios of the Trust

was effectively reorganized into twin

investment companies, the Old Trust

and the Trust. Before September 16,

1994, the portfolios of the Old Trust had

acted as the funding vehicles for the

ValueMaster Contracts. The Trust

currently also offers shares of its

Portfolios to accounts of other

unaffiliated life insurance companies, to

serve as the investment vehicle for their

respective variable annuity and variable

life insurance contracts.

6. The Bond Portfolio seeks a high

level of current income consistent with

moderate risk of capital and

maintenance of liquidity and, under

normal market conditions, invests in

U.S. Government securities and shortand intermediate-term, investment

grade corporate bond and debt

obligations. Performance returns ranked

the Bond Portfolio 21st out of 33, 31st

out of 34, and last out of 26 in its peer

group, as reported by Lipper Variable

Insurance Products Performance

Analysis Service (‘‘Lipper Universe Peer

Group’’), for the six-month, and the oneand five-year period ending June 30,

1996.

7. As of June 30, 1996, the Bond

Portfolio had assets of $4,794,283, of

which $2,563,131 were attributable to

fewer than 100 ValueMaster

Contractowners. The only other

shareholder of the Bond Portfolio

besides the Accounts is a segregated

account of an unaffiliated insurance

company, which account is exempt

from registration under the 1940 Act

(the ‘‘unregistered account’’). According

to OpCap Advisors, the unregistered

account intends to redeem its shares of

the Bond Portfolio. For the six months

ending June 30, 1996, and for calendar

year 1995, net redemptions by the

Accounts of shares of the Bond

Portfolio, exclusive of dividend or

capital gain reinvestments, total

$293,852 and $1,232,852, respectively.

8. The U.S. Government Portfolio

commenced investment operations on

January 3, 1995, at which time OpCap

Advisors contributed $300,000 in seed

capital to that Portfolio. Like the Bond

Portfolio, the U.S. Government Portfolio

seeks a high level of current income and

the protection of capital by investing

exclusively in debt obligations,

including a variety of U.S. government

securities. Under normal conditions the

U.S. Government Portfolio invests at

least 65 percent of its total assets in U.S.

government securities. Performance

returns ranked the U.S. Government

Portfolio 2nd out of 30, and 6th out of

30 in its Lipper Universe Peer Group for

the first six months of 1996, and the

one-year period ending June 30, 1996.

9. As of June 30, 1996, the U.S.

Government Portfolio had assets of

$2,544,472, which included OpCap

Advisors’ seed capital contribution.

Shares of the U.S. Government Portfolio

currently also are offered by two

unaffiliated insurance companies as a

funding vehicle for their variable

products. For the six months ending

June 30, 1996, and for calendar year

1995, net sales of shares of the U.S.

Government Portfolio, exclusive of

dividend or capital gain reinvestments,

totaled $1,104,391 and $1,046,574,

respectively.

10. Under the Investment Advisory

Agreement (‘‘Advisory Agreement’’)

between the Trust and OpCap Advisors,

OpCap Advisors provides management

and investment advisory services to the

Trust and its Portfolios and is

compensated by the Trust for services

rendered to the Bond and U.S.

Government Portfolios on a monthly

basis at the annual rate of .50 percent of

the average daily net assets of the Bond

Portfolio and .60 percent of the average

daily net assets of the U.S. Government

Portfolio. Under the Advisory

Agreement, OpCap Advisors has agreed

to limit the total expenses of these

Portfolios to 1.25 percent of their

respective average daily net assets.

Moreover, under a provision of the

Advisory Agreement, OpCap Advisors

guarantees that the total expenses of the

Portfolios, in any fiscal year, exclusive

of taxes, interest, brokerage fees and

distribution expense reimbursements,

shall not exceed the most restrictive

state law provisions in effect in any

state. In addition, OpCap Advisors has

voluntarily agreed to limit the total

expenses of the Bond and the U.S.

Government Portfolios, through April

30, 1997, to 1.00 percent of their

respective average daily net assets. As of

June 30, 1996, the actual total expenses

of both the Bond and the U.S.

Government Portfolios exceeded both

the voluntary expense limitation of 1.00

percent and the operative contractual

expense limitation of 1.25 percent

(Bond Portfolio at 1.45 percent and U.S.

Government Portfolio at 3.33 percent).

OpCap Advisors waived its fees and

reimbursed both the Bond and the U.S.

Government Portfolios so that the net

expenses of those Portfolios remained at
5500 Federal Register / Vol. 62, No. 24 / Wednesday, February 5, 1997 / Notices

1.00 percent of their respective average

daily net assets.

The Proposed Substitution

11. Applicants propose to substitute

shares of the U.S. Government Portfolio

for all shares of the Bond Portfolio

attributable to the ValueMaster

Contracts (‘‘Substitution’’). The

ValueMaster Contractowners will not

bear any expenses and transaction costs

of the proposed Substitution, including

any applicable brokerage commissions;

any such expenses will be borne by

OpCap Advisors. Soon after the filing of

this application for exemptive relief, the

prospectuses for the Accounts will be

supplemented to reflect the proposed

Substitution and distributed to all

ValueMaster Contractowners. The

Substitution will occur as soon as

practicable after receipt of an order. As

of the effective date of the Substitution,

the Companies will redeem shares of the

Bond Portfolio. Simultaneously, the

Companies will use the proceeds to

purchase the appropriate number of

shares of the U.S. Government Portfolio.

The Substitution will take place at

relative net asset values of the Bond and

U.S. Government Portfolios, with no

change in the amount of any

ValueMaster Contractowner’s account

values.

12. To the extent the Bond Portfolio

incurs brokerage fees and expenses in

connection with the redemption by the

Companies of its shares, these expenses

would be charged to the applicable

Portfolio, but borne by OpCap Advisors.

To alleviate the impact of any such

brokerage fees and expenses upon the

Bond Portfolio and ultimately OpCap

Advisors, the Trust and OpCap Advisors

propose that the redemption of the Bond

Portfolio shares be accomplished, in

part, by ‘‘in kind’’ transactions. Under

the Proposal, the Trust would transfer to

the Companies their proportionate

interest in cash and/or securities held

by the Bond Portfolio on the date of the

Substitution, and the Companies will

then use such cash and/or securities to

purchase shares of the U.S. Government

Portfolio. The valuation of any ‘‘in

kind’’ transfers will be on a basis

consistent with the normal valuation

procedures of the Bond and U.S.

Government Portfolios.

13. Within five days after the

Substitution, the Companies will send

to ValueMaster Contractowners written

notice of the Substitution stating that

shares of the Bond Portfolio have been

eliminated and that shares of the U.S.

Government Portfolio have been

substituted. The Companies will

include in such mailing a second

supplement to the prospectuses of the

Accounts which discloses that the

Substitution has occurred. The notice

will advise ValueMaster Contractowners

that for a period of thirty days from the

mailing of the notice, the ‘‘Free Transfer

Period,’’ they may transfer all assets, as

substituted, to any other available SubAccount, without limitation and

without the transfer being deemed a

transfer for purposes of determining any

transfer charge. Following the

Substitution, ValueMaster

Contractowners will be afforded the

same contract rights, including

surrender and other transfer rights, as

they currently have. Any applicable

surrender (or contingent deferred sales)

charges will continue to be imposed, but

will not be affected in any way by the

Substitution.

Applicants’ Legal Analysis and

Conditions

1. Section 26(b) of the 1940 Act

provides, in pertinent part, that ‘‘[i]t

shall be unlawful for any depositor or

trustee of a registered unit investment

trust holding the security of a single

issuer to substitute another security for

such security unless the Commission

shall have approved such substitution.’’

Applicants assert that the purpose of

Section 26(b) is to protect the

expectation of investors in a unit

investment trust that the unit

investment trust will accumulate the

shares of a particular issuer, and to

prevent unscrutinized substitutions

which might, in effect, force investors

dissatisfied with the substituted security

to redeem their shares, thereby possibly

incurring a loss of the sales load

deducted from initial purchase

payments, an additional sale load upon

reinvestment of the redemption

proceeds, or both. Section 26(b) affords

this protection to investors by

preventing a depositor or trustee of a

unit investment trust holding the shares

of one issuer from substituting for those

shares the shares of another issuer,

unless the Commission approves that

substitution.

2. Section 17(a)(1) of the 1940 Act

prohibits an affiliated person of a

registered investment company or an

affiliated person of such person, acting

as principal, from selling any security or

other property to such registered

investment company. Section 17(a)(2) of

the 1940 Act prohibits any such

affiliated person, acting as principal,

from purchasing any security or other

property from such registered

investment company. Applicants state

that the transfer of proceeds emanating

from the in-kind redemption of shares of

the Bond Portfolio from the Bond SubAccount to the U.S. Government SubAccount could be deemed to involve a

purchase and sale between the Bond

Sub-Account and U.S. Government SubAccount, each of which is an affiliated

person of the other.

3. Section 17(b) of the 1940 Act

provides that the Commission may grant

an order exempting a proposed

transaction from the provisions of

Section 17(a) provided: (a) the terms of

the proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; (b) the proposed transaction

is consistent with the policy of each

registered investment company

concerned, as recited in its registration

statement and reports filed under the

1940 Act; and (c) the proposed

transaction is consistent with the

general purpose of the 1940 Act.

4. Applicants submit that the

purposes, terms and conditions of the

proposed Substitution are consistent

with the principles and purposes of

Section 26(b) of the 1940 Act and do not

entail any of the abuses that Section

26(b) is designed to prevent. Applicants

assert that a Substitution is an

appropriate solution to the limited

ValueMaster Contractowner interest or

investment in the Bond Portfolio, which

currently is, and in the future may be,

of insufficient size to promote

consistent investment performance or to

reduce operating expenses. Applicants

further assert that the proposed

Substitution will not cause the fees and

charges currently being paid by

ValueMaster Contractowners to be

greater after the Substitution than before

the Substitution.

5. Applicants represent that the

Substitution will not result in the type

of costly forced redemption that Section

26(b) was intended to guard against, and

is consistent with the protection of

investors and the purposes fairly

intended by the 1940 Act for the

following reasons: (a) The objectives,

policies, and restrictions of the Bond

Portfolio are substantially similar to the

objectives, policies, and restrictions of

the U.S. Government Portfolio; (b)

OpCap Advisors voluntarily agreed to

limit the total operating expenses of

both the U.S. Government and Bond

Portfolios, through April 30, 1997, to

1.00 percent of their respective average

daily net assets; (c) if a ValueMaster

Contractowner so requests during the

Free Transfer Period, Contract value

affected by the Substitution will be

reallocated for investment in any other

available Sub-Account selected by the

ValueMaster Contractowner; (d) the

Substitution will be a net asset value of

the respective Portfolio shares, without
Federal Register / Vol. 62, No. 24 / Wednesday, February 5, 1997 / Notices 5501

imposition of any transfer or similar

charge; (e) OpCap Advisors will assume

any expenses and transaction costs

relating to the Substitution, including

legal and accounting fees and any

brokerage commissions; (f) the

Substitution will not alter the insurance

benefits or contractual obligations of the

Companies to ValueMaster

Contractowners, or the tax benefits and

consequences to ValueMaster

Contractowners; and (g) the Substitution

is expected to confer certain modest

economic benefits to ValueMaster

Contractowners by virtue of the possible

enhanced asset size of the U.S.

Government Portfolio, and to avoid the

detriments associated with investment

in the Bond Portfolio, whose assets are

declining. In this regard, Applicants

also note that, within five days after the

Substitution, the Companies will send

to ValueMaster Contractowners written

notice of the Substitution stating that

shares of the Bond Portfolio have been

eliminated and that shares of the U.S.

Government Portfolio have been

substituted therefor. The Companies

will include in such mailing a second

supplement to the prospectuses of the

Accounts which discloses that the

Substitution has occurred. For the

reason cited above, Applicants also

contend that the terms of the proposed

Substitution meet the standards of

Section 17(b).

6. Applicants assert that the

decreasing asset base of the Bond

Portfolio, the impending redemption of

Bond Portfolio shares by the

unregistered account, and the mediocre

performance results of the Bond

Portfolio have made it difficult for that

Portfolio to retain current investors and

attract new investors. Moreover,

Oppenheimer Life Agency’s limited

effort in selling the ValueMaster

Contract, coupled with a constant

amount of fixed costs incurred by the

Bond Portfolio, can reasonably be

expected to lead to an increase in the

actual expenses of the Bond Portfolio in

the future. In contrast, the actual

expenses of the U.S. Government

Portfolio can reasonably be expected to

decrease in the future: net sales of U.S.

Government Portfolio shares from its

inception to date suggest that the asset

base of that Portfolio will continue to

grow; superior performance results

should assist the U.S. Government

Portfolio in retaining existing investors

and attracting new investors; and the

use of the U.S. Government Portfolio in

various variable products should

increase distribution capabilities.

7. Applicants also note that the

continuous accumulation of assets of

the U.S. Government Portfolio and

positive reaction of investors of that

Portfolio has persuaded OpCap

Advisors to extend its voluntary

agreement to limit the operating

expenses of the U.S. Government

Portfolio to 1.00 percent of its average

daily net assets past April 30, 1997, to

at least April 30, 1998. OpCap Advisors

has not assured the Companies that it

will do the same for the Bond Portfolio.

Therefore, the total expense ratio of the

Bond Portfolio may increase after April

30, 1997, whereas, through April 30,

1998, the total expenses of the U.S.

Government Portfolio are guaranteed

not to exceed 1.00 percent of its average

daily net assets.

8. Applicants contend that the

relatively small asset size of the Bond

Portfolio hampers the ability to

maintain optimal diversification of its

investments. In contrast, increasing

asset size will permit the U.S.

Government Portfolio to purchase

attractive portfolio securities.

Consequently the U.S. Government

Portfolio can be expected to achieve

greater portfolio diversification and to

react more readily to changes in market

conditions. Applicants assert that

ValueMaster Contractowners will

benefit through the more effective

management of a potentially larger asset

base with more diversified portfolio

securities, such as that available through

the U.S. Government Portfolio.

9. Applicants submit that the

ValueMaster Contracts reserve to the

Companies the right to replace the

shares of the Portfolios held by the

Accounts with shares of another

portfolio, such as the U.S. Government

Portfolio, if: (a) shares of a Portfolio

should no longer be available for

investment by the Accounts; or (b) in

the judgment of the Companies, further

investment in a Portfolio should become

inappropriate in view of the purpose of

the ValueMaster Contracts. Any such

substitution must be approved by the

Commission and must comply with

applicable rules and regulations. The

Companies believe that further

investment in shares of the Bond

Portfolio is no longer appropriate in

view of the purposes of the ValueMaster

Contracts.

Conclusion

Applicants assert that for the reasons

and upon the facts set forth above, the

proposed Substitution meets the

standards set forth in Sections 26(b) and

17(b) of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–2782 Filed 2–4–97; 8:45 am]

BILLING CODE 8010–01–M

Sunshine Act; Meeting

Agency 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 February 3, 1997.

A closed meeting will be held on

Wednesday, February 5, 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,

February 5, 1997, at 10:00 a.m., will be:

Injunction and settlement of injunctive

actions.

Institution and settlement of administrative

proceedings of an enforcement nature.

Commissioner Johnson, as duty

officer, determined that no earlier notice

thereof was possible.

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 31, 1997.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–2992 Filed 2–3–97; 2:07 pm]

BILLING CODE 8010–01–M