Federal Register / Vol. 62, No. 223 / Wednesday, November 19, 1997 / Notices 61855

1The Manager is an investment adviser to the

Trust and serves in such capacity pursuant to a

contract subject to section 15 of the Act. All

registered open-end investment companies that

currently intend to rely on the order have been

named as applicants. Any other existing or future

investment company that relies on the order will

comply with the terms and conditions of the order.

Brief description of amendment: The

amendment revised Technical

Specification 4.5.2b and associated

Bases to eliminate the requirement to

vent the centrifugal charging pump

casings.

Date of issuance: November 3, 1997

Effective date: November 3, 1997

Amendment No.: 114

Facility Operating License No. NPF42: The amendment revised the

Technical Specifications. Press release

issued requesting comments as to

proposed no significant hazards

consideration: Yes. October 24, 1997.

Coffey County Today Newspaper

(Kansas). Comments received: Yes.

Comments were submitted by Mr. Dave

Lochbaum of the Union of Concerned

Scientists by letter dated October 29,

1997. Verbal comments were received

from Larry Myers on October 28, 1997.

The staff responded to these comments

in the safety evaluation attached to the

November 3, 1997, amendment. The

Commission’s related evaluation of the

amendment, finding of exigent

circumstances, consultation with the

State of Kansas and final determination

of no significant hazards consideration

are contained in a Safety Evaluation

dated November 3, 1997.

Local Public Document Room

locations: Emporia State University,

William Allen White Library, 1200

Commercial Street, Emporia, Kansas

66801 and Washburn University School

of Law Library, Topeka, Kansas 66621

Attorney for licensee: Jay Silberg, Esq.,

Shaw, Pittman, Potts and Trowbridge,

2300 N Street, N.W., Washington, D.C.

20037

NRC Project Director: William H.

Bateman

Dated at Rockville, Maryland, this

12th day of November 1997.

For the Nuclear Regulatory Commission

Elinor G. Adensam,

Acting Director, Division of Reactor Projects

- III/IV Office of Nuclear Reactor Regulation.

[FR Doc. 97–30217 Filed 11–18–97; 8:45 am]

BILLING CODE 7590–01–F

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22883/812–10536]

EQ Advisors Trust; Notice of

Application

November 12, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

order under (i) section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) granting relief from sections

13(a)(2), 18(f)(1), 22(f), and 22(g) of the

Act; and (ii) section 17(d) of the Act and

rule 17d–1 to permit certain joint

transactions.

Summary of Application: Applicants

request an order to permit EQ Advisors

Trust to implement a deferred

compensation plan for certain of its

trustees.

Applicants: HQ Advisors Trust (the

‘‘Trust’’) and EQ Financial Consultants,

Inc. (the ‘‘Manager’’).

FILING DATES: The application was

filed on April 7, 1997, and amendments

were filed on July 14, 1997 and

November 10, 1997.

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

December 8, 1997, and should be

accompanied by proof of service on

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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

EQ Advisors Trust, 1290 Avenue of the

Americas, New York, New York 10104.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Nadya B. Roytblat,

Assistant Director, 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 at the SEC’s

Public Reference Branch, 450 Fifth

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

(tel. 202–942–8090).

Applicants’ Representations

1. The Trust is an open-end

management investment company

registered under the Act and organized

as a Delaware business trust. The Trust

is currently composed of several,

separately managed series

(‘‘Portfolios’’). The Trust offers shares in

each of its Portfolios only to insurance

companies and their separate accounts

that fund variable annuity and variable

life insurance contracts (‘‘Variable

Contracts’’). The Trust is currently

serving as the underlying investment

medium for Variable Contracts issued

by the Equitable Life Assurance Society

of the United States (‘‘Equitable’’). The

Trust may in the future offer its shares

to separate accounts funding Variable

Contracts of insurance companies

unaffiliated with Equitable or directly to

tax qualified pension and retirement

plans outside the separate account

context.

2. The Manager, an indirect whollyowned subsidiary of Equitable, has

overall responsibility for the investment

management and administration of the

Trust and its Portfolios. Rowe PriceFleming International, Inc., T. Rowe

Price Associates, Inc., Putnam

Investment Management, Inc.,

Massachusetts Financial Services

Company, Morgan Stanley Asset

Management, Inc., Warburg Pincus

Counsellors, Inc., and Merrill Lynch

Asset Management, L.P. serve as the

sub-advisers (each an ‘‘Adviser’’) to one

or more Portfolios. Applicants request

that the relief apply to the Trust and any

registered open-end management

investment company that in the future

is advised by the Manager or any entity

controlled by the Manager.1

3. The Trust’s board of trustees

(‘‘Trustees’’) currently consists of six

members, two of whom are ‘‘interested

persons’’ of the Trust within the

meaning of Section 2(a)(19) of the Act.

The four non-interested Trustees

(‘‘Eligible Trustees’’) will receive an

annual retainer fee, a fee for each board

meeting and committee meeting

attended, and an additional fee for

performing special services for the

Trust.

4. The deferred compensation plan for

Eligible Trustees (the ‘‘Plan’’) was

ratified by the Trustees on March 31,

1997. The purpose of the Plan is to

permit Eligible Trustees to defer receipt

of all or a portion of their fees to enable

them to defer payment of income taxes,

to avoid a loss or reduction of Social

Security benefits, or for other reasons.

Applicants believe that the Plan will

better enable the Trust to attract and

retain high caliber trustees. The Plan

may be amended from time to time,

provided that, any amendments are not

inconsistent with the relief granted

pursuant to this application.

5. Under the Plan, each Eligible

Trustee who elects to defer receipt of
61856 Federal Register / Vol. 62, No. 223 / Wednesday, November 19, 1997 / Notices

2The Equitable Investment Plan for Employees,

Managers, and Agents (the ‘‘Equitable Investment

Plan’’) is a tax-qualified profit-sharing plan that

contains a cash-or-deferred arrangement. As

administrator of the Equitable Investment Plan,

Equitable’s Officers Committee on Benefit Plans has

authority to control and manage the Plan’s

operation and administration.

3The Fixed Income Fund is one of seven

investment funds available to participants in the

Equitable Investment Plan, and invests primarily in

guaranteed investment contracts (‘‘GICs’’) issued by

insurance companies and synthetic GICs managed

by investment management firms. The Fixed

Income Fund also invests in short-term securities to

ensure the availability of adequate funds to cover

participant transfers, withdrawals, and

distributions.

4 In addition, the Trust has reserved the right to

use a different index for crediting interest.

fees will enter into an agreement with

the Trust (‘‘Agreement’’). The election

will continue in effect unless the

Eligible Trustee delivers to the Trust a

written modification of such election at

least 60 days prior to January 1 in any

given year. Pursuant to the Agreement,

a bookkeeping account will be

established by the Trust for each

Eligible Trustee that elects to defer

compensation (‘‘Deferral Account’’), and

the amount of fees deferred will be

credited to the Deferral Account.

Although the Trust expects the Plan to

remain in effect indefinitely, the Trust

has reserved the right to unilaterally

modify or terminate the Plan at any

time. However, any modification or

termination would not affect amounts

already credited to an Eligible Trustee’s

Deferral Account.

6. In addition to deferred fees, the

Trust will periodically credit to the

Deferral Account interest in an amount

equal to the interest rate credited to

fixed income accounts under the

Equitable Investment Plan for

Employees, Managers, and Agents 2 (the

‘‘Equitable Rate’’). The Equitable Rate is

a blended rate based on a weighted

average of the separate interest rates

payable under the Fixed Income Fund’s

various investments.3 The Equitable

Rate is adjusted periodically as GICs in

the Fixed Income Fund mature and are

reinvested at current rates and as the

returns on the Fixed Income Fund’s

variable rate investments change. The

amounts to be paid under the Plan will

not depend upon, or in any way reflect,

the investment performance of any

Portfolio. In that regard, the Equitable

Rate will merely be used as a reference

the Trust believes to be fair in crediting

interest to the Deferral Account.

7. The Trust has reserved the right to

change the rate of interest credited to a

Deferral Account (‘‘Account Rate’’) in

accordance with changes that may be

made periodically to the Equitable

Rate.4 The Trust need not change the

Account Rate each time the Equitable

Rate changes but it is the present

intention of the Trust to do so only in

accordance with the Equitable Rate.

Instances when the Account rate would

not be in accordance with the Equitable

Rate would be (i) in any interim period

between a change in the Equitable Rate

and the time it takes to effectuate any

change in the Account Rate, or (ii) if the

Trustees determine that it is not in the

best interests of the Trust’s shareholders

to change the Account Rate to the

Equitable Rate.

8. An Eligible Trustee will specify a

date for the initial disbursement of

payments from the Deferral Account.

The disbursement date may not be

sooner than five years following the

election of deferral, or the Eligible

Trustee’s anticipated retirement from

the board. Payments will be made in a

lump sum or in annual or semiannual

installments for the number of years

elected by the Eligible Trustee, or until

the Deferral Account is exhausted. The

Deferral Account will continue to be

credited with interest during the payout

period. Notwithstanding any elections,

an Eligible Trustee’s Deferral Account

will be distributed (i) in the event of a

Trustee’s death, or (ii) upon the

dissolution, liquidation, or transfer of

all or substantially all of the Trust’s

assets. In the event of an Eligible

Trustee’s death, the amount of the

Deferral Account will be paid to the

Eligible Trustee’s executors or

administrators in a single lump sum

distribution. In the event of a

discontinuance of deferment or an

Eligible Trustee’s retirement, the

Deferred Account will continue to be

paid out in installments. The Trustees

in their sole discretion may accelerate

payments out of a Deferral Account at

any time after termination of the Eligible

Trustee’s service, provided that the

Eligible Trustee does not participate in

the Trustees’ determination.

9. The administrator of the Plan will

maintain the Deferral Accounts. The

amounts credited to an Eligible

Trustee’s Deferral Account will be

payable solely from the Trust’s general

assets and will represent an unsecured

obligation of the Trust. Eligible Trustees

will have the status of general creditors.

The Trust will not purchase any of its

shares for any Deferral Account, nor

will it create any specified fund or

segregate any of its assets for purposes

of the Plan. The Trust’s liabilities for

deferred fees are expected to be de

minimis in relation to the Trust’s net

assets.

Applicants’ Legal Analysis

1. Applicants request an order

pursuant to (i) section 6(c) of the Act to

exempt the Trust from the provisions of

sections 13(a)(2), 18(f)(1), 22(f) and 22(g)

to the extent necessary to permit the

Trust to enter into deferred fee

arrangements with the Eligible Trustees;

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

17d–1 thereunder to permit the Trust

and the Eligible Trustees to effect

certain transactions incident to the

deferred fee arrangements.

2. Section 6(c) of the Act provides that

the SEC may exempt any person,

security, or transaction from any

provision of the Act, if and to the extent

that such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act. Applicants believe that the

requested relief is necessary and

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the Act.

3. Section 18(f)(1) of the Act generally

prohibits a registered open-end

investment company from issuing

senior securities. In addition, section

13(a)(2) of the Act requires that a

registered investment company obtain

shareholder authorization before issuing

any senior security not contemplated by

the recitals of policy in its registration

statement. Applicants state that the Plan

does not give rise to any of the concerns

that prompted the enactment of sections

13(a)(2) and 18(f)(1). Applicants state

that the Trust will not be borrowing

from its Eligible Trustees, and all

liabilities for deferred fees are expected

to be de minimis in relation to the

Trust’s net assets. Applicants assert that

the Plan will not induce speculative

investments by the Trust or provide

opportunity for manipulation of

expenses and profits. In addition,

applicants assert that the control of the

Trust will not be affected, and the Plan

will not confuse investors.

4. Section 22(f) prohibits restrictions

on the transferability or negotiability of

redeemable securities issued by an

open-end investment company unless

the restrictions are disclosed in its

registration statement and do not

contravene SEC rules and regulations.

Applicants state that the Plan will

plainly set forth the applicable

restrictions against the assignment,

commutation, and encumbrance of any

amounts credited to a Deferral Account.

Applicants assert that these restrictions

are designed to benefit the Eligible

Trustees and would not adversely affect
Federal Register / Vol. 62, No. 223 / Wednesday, November 19, 1997 / Notices 61857

1PQAC is composed of the Representative

Examination Subcommittee and the Principal

Continued

the interests of the Eligible Trustees or

the Trust’s shareholders.

5. Section 22(g) generally prohibits

registered open-end investment

companies from issuing any of their

securities for services or for property

other than cash or securities. Applicants

assert that the legislative history of

section 22(g) was primarily concerned

with the dilutive effect on the equity

and voting power of common stock of,

or units of beneficial interest in, an

investment company if the company’s

securities are issued for consideration

not readily valued. Applicants contend

that the Plan does not raise these

concerns because any rights issued

under the Plan to Eligible Trustees will

not be issued for services but in

consideration for the Trust not being

required to pay the fees on a current

basis. In addition, applicants state that

the Eligible Trustees’ compensation

arrangements, including the right to

defer fees, will be described in the

Trust’s proxy statements.

6. Section 17(d) and rule 17d–1

prohibit affiliated persons from

participating in joint arrangements with

a registered investment company unless

authorized by the SEC. In passing on

applications for such orders, rule 17–d

provides that the SEC will consider

whether the participation of such

investment company is consistent with

the provisions, policies, and purposes of

the Act and the extent to which such

participation is on a basis different from

or less advantageous than that of other

participants. Applicants acknowledge

that the Plan may be deemed to

constitute a joint arrangement within

the meaning of rule 17d–1. Applicants

state that the Eligible Trustees will not

share in any increase or decrease in the

value of amounts retained by the Trust

or otherwise participate in that

investment experience. Except for

accrued interest to be paid on Deferral

Accounts, Eligible Trustees will receive

the same fixed amounts that would have

been received if fees were paid on a

current basis. Therefore, applicants

assert that the Trust’s obligation to make

payments to Trustees under the Plan

will not be based upon a level of the

Trust’s income, its realized gains or

losses on investments, or the unrealized

appreciation or depreciation of its

assets. Applicants believe that the

selection of the Equitable Rate is

inherently no different from the

selection of a prime rate, the interest

rate on U.S. Treasury Bills, or other

assumed interest rates for fixed

retirement type obligations. Thus,

Applicants contend that the selection of

the Equitable Rate as a convenient

reference point does not represent a

participation in the Equitable

Investment Plan or in the performance

of the Trust.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–30297 Filed 11–18–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[File No. 500–1]

HealthTech International, Inc.; Order of

Suspension of Trading

November 17, 1997

It appears to the Securities and

Exchange Commission that questions

have been raised about the adequacy

and accuracy of publicly-disseminated

information about HealthTech

International, Inc. concerning, among

other things, its financial condition and

acquisitions made by the company.

The Commission is of the opinion that

the public interest and the protection of

investors require a suspension of trading

in the securities of the above listed

company.

Therefore, it is ordered, pursuant to

Section 12(k) of the Securities Exchange

Act of 1934, that trading in the above

listed company is suspended for the

period from 9:30 a.m. EST, November

17, 1997, through 11:59 p.m. EST, on

December 1, 1997.

By the Commission.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–30490 Filed 11–17–97; 11:37

am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39320; File No. SR–MSRB–

97–7]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Municipal Securities Rulemaking

Board to Revise the Study Outline for

the Board’s Municipal Securities

Principal Qualification Examination

(Test Series 53)

November 12, 1997.

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

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on October 16, 1997,

the Municipal Securities Rulemaking

Board (‘‘Board or ‘‘MSRB’’) filed with

the Securities and Exchange

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

a proposed rule change (File No. SR–

MSRB–97–7). The proposed rule change

is described in Items, I, II, and III below,

which Items have been prepared by the

Board. The Commission is publishing

this Notice to solicit comments on the

proposed rule change from interested

persons.

I. Self-Regulatory Organization’s

Statement of The Terms of Substance of

The Proposed Rule Change

The MSRB is filing herewith a

proposed rule change to revise the study

outline for the Board’s Municipal

Securities Principal Qualification

Examination, Test Series 53

(‘‘Examination’’). The Board requests

that the Commission delay the

effectiveness of the revised study

outline until January 1, 1998, in order

to provide time to modify the

Examination to reflect the changes in

the study outline and for information

concerning the revised outline to be

circulated to the industry.

II. Self-Regulatory Organization’s

Statement of The Terms of Substance of

The Proposed Rule Change

In its filing with the Commission, the

Board 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 texts of these

statements may be examined at the

places specified in Item IV below. The

Board 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

1. Purpose

The Examination is the only

examination a candidate may take to

qualify as a municipal securities

principal. A municipal securities

principal manages, directs or supervises

the municipal securities activities of a

broker, dealer or municipal securities

dealer. Specific subjects and questions

have been updated from time to time in

the Examination to reflect changes in

Board rules or applicable federal

regulation. The Board’s Professional

Qualification Advisory Committee

(‘‘PQAC’’) 1 determined that the content