Federal Register / Vol. 62, No. 239 / Friday, December 12, 1997 / Notices 65457

1 Investment Company Act Release Nos. 15824

(notice) (June 24, 1987) and (July 21, 1987) (order).

Section 17(a) of the Act

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of such person, from

selling any security to or purchasing any

security from the company. Because

purchases and redemptions of Creation

Units will be ‘‘in-kind’’ rather than cash

transactions, section 17(a) may prohibit

affiliated persons of the Trust from

purchasing or redeeming Creation Units.

Because the definition of ‘‘affiliated

person’’ of another person in section

2(a)(3) of the Act includes any person

owning five percent or more of an

issuer’s outstanding voting securities,

every purchaser of a Creation Unit will

be affiliated with the Trust so long as

fewer than twenty Creation Units are

extant. Applicants request an exemption

from section 17(a) under sections 6(c)

and 17(b), to permit affiliated persons of

the Trust to purchase and redeem

Creation Units.

2. Section 17(b) authorizes the

Commission to exempt a proposed

transaction from section 17(a) if

evidence establishes that the terms of

the transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching, and the proposed

transaction is consistent with the

policies of the registered investment

company and the general provisions of

the Act. Applicants contend that no

useful purpose would be served by

prohibiting affiliated persons of the

Trust from purchasing or redeeming

Creation Units. The composition of a

Portfolio Deposit made by a purchaser

or given to a redeeming unitholder will

be the same regardless of the investor’s

identity, and will be valued under the

same objective standards applied to

valuing the Trust’s portfolio securities.

Therefore, applicants state that ‘‘in

kind’’ purchases and redemptions will

afford no opportunity for an affiliated

person of the Trust to effect a

transaction detrimental to the other

holders of DJIA Trust Receipts.

Applicants also believe that ‘‘in kind’’

purchases and redemptions will not

result in abusive self-dealing or

overreaching by affiliated persons of the

Trust.

Rule 17d–1

1. Applicants request an order under

rule 17d–1 that would permit the Trust

to reimburse the Sponsor and/or the

AMEX for the payment by either party

to Dow Jones of the annual fee required

under a license agreement. The license

agreement allows applicants to use the

DJIA as a basis for DJIA Trust Receipts

and to use certain of Dow Jones’

trademark rights. Applicants believe

that relief is necessary because the

Trust’s undertaking to reimburse the

Sponsor and/or the AMEX (each an

affiliated person of the Trust) might be

deemed a joint enterprise or joint

arrangement in which the Trust is a

participant, in contravention of section

17(d) of the Act and rule 17d–1.

2. Applicants assert that the terms and

provisions of the license agreement

were negotiated at arm’s length and that

the annual license fee is for fair value,

bargained for in good faith, and, to the

best of their knowledge, is an amount

comparable to that charged for similar

arrangements. Applicants submit that

the proposed transaction will result in

an arrangement in which the

participants deal with each other in a

manner similar to, and no less

advantageous than, others who might be

similarly situated.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Applicants will not register a new

series of the Trust, whether identical or

similar to the DJIA Trust Receipts

Series, by means of filing a posteffective amendment to the Trust’s

registration statement or by any other

means, unless applicants have requested

and received with respect to such new

series, either exemptive relief from the

Commission or a no-action position

from the Division of Investment

Management of the Commission.

2. The Trust’s prospectus and the

Product Description will clearly

disclose that, for purposes of the Act,

DJIA Trust Receipts are issued by the

Trust and that the acquisition of DJIA

Trust Receipts by investment companies

is subject to the restrictions of section

12(d)(1) of the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–32487 Filed 12–11–97; 8:45 am]

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SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22928; 811–5280]

Partner Wealth Fund I, L.P.; Notice of

Application

December 5, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for order

under section 8(f) of the Investment

Company Act of 1940 (the ‘‘Act’’)

declaring that applicant has ceased to be

an investment company.

SUMMARY OF APPLICATION: Applicant,

Partner Wealth Fund I, L.P., is an

employees’ securities company under

section 2(a)(13) of the Act. Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on November 19, 1997. Applicant has

agreed to file an amendment, the

substance of which is incorporated in

this notice, during the notice period.

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 30, 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, 333 Clay Street, Suite 2300,

Houston, TX 77002.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517 (Division of Investment

Management, Office of Investment

Company Regulation).

SUPPLEMENTARY INFORMATION: This is a

summary of the application. The

complete application may be obtained

for a fee from the SEC’s Public

Reference Branch, 450 Fifth Street,

N.W., Washington, D.C. 20549 (tel. 202–

942–8090).

Applicant’s Representations

1. Applicant is a Delaware limited

partnership and an employees’

securities company under section

2(a)(13) of the Act. On July 21, 1987,

applicant received an order from the

SEC exempting applicant from various

provisions of the Act.1 On August 13,

1987, applicant filed a notification of

registration on Form N–8A.

2. Under applicant’s limited partners

have received distributions at least
65458 Federal Register / Vol. 62, No. 239 / Friday, December 12, 1997 / Notices

2Under applicant’s limited partnership

agreement the General Partner has sole discretion

to affect the liquidation and need not obtain the

consent of the limited partners.

equal to each partner’s respective

investment in applicant. On October 2,

1996, the board of directors of Touche

Holdings, Inc., applicant’s general

partner (the ‘‘General Partner’’), met and

approved the sale of substantially all of

applicant’s assets.2 On November 4,

1996, applicant’s liabilities exceeded its

assets and applicant sold substantially

all of its assets in exchange for cash and

a promissory note which applicant then

transferred together with its other assets

to Deloitte & Touche USA LLP (‘‘D&T’’),

the parent of applicant’s General

Partner, in partial satisfaction of a

promissory note previously issued by

applicant to D&T. D&T forgave a portion

of the note not satisfied by the assets

received from applicant.

3. D&T is assuming all administrative

and legal expenses in connection with

the liquidation of applicant. Such

expenses are estimated at $15,000.

4. As of the date of the application,

applicant had no outstanding securityholders to whom any distributions were

due. Applicant also had no liabilities, or

assets, and was not a party to any

litigation or administrative proceeding.

Applicant is not engaged, nor does it

propose to engage, in any business

activities other than those necessary for

the winding up of its affairs.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–32488 Filed 12–11–97; 8:45 am]

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SECURITIES AND EXCHANGE

COMMISSION

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 December 15, 1997.

An open meeting will be held on

Wednesday, December 17, 1997, at

10:00 a.m. A closed meeting will be

held on Wednesday, December 17, 1997,

following the 10:00 a.m. open meeting.

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 Carey, as duty officer,

voted to consider the items listed for the

closed meeting in a closed session.

The subject matter of the open

meeting scheduled for Wednesday,

December 17, 1997, at 10:00 a.m., will

be:

(1) Consideration of whether to

propose rules 3a12–12, 3a12–13, 3b–12,

3b–13, 3b–14, 3b–15, 3b–16, 15b9–2,

15c1–9, 15c3–4, and 17a–5A under the

Securities Exchange Act of 1934

(‘‘Exchange Act’’) and amendments to

Exchange Act rules 8c–1, 15b1–1, 15c2–

1, 15c3–1, 15c3–3, 17a–3, 17a–4, 17a–

11, and Form X–17A–5 (FOCUS report).

The proposed rules and rule

amendments would tailor capital,

margin, and other broker-dealer

regulatory requirements to a class of

registered dealers, called OTC

derivatives dealers, active in OTC

derivatives markets. Registration as an

OTC derivatives dealer would be an

alternative to registration as a fully

regulated broker-dealer, and would be

available only to entities acting

primarily as counterparties in privately

negotiated OTC derivatives transactions.

For further information, please contact

Catherine McGuire, Chief Counsel and

Associate Director, Division of Market

Regulation, at (202) 942–0061, or

Michael Macchiaroli, Associate

Director, Division of Market Regulation,

at (202) 942–0132.

(2) Consideration of whether to issue

a concept release seeking comment on

alternatives to the current method of

calculating net capital requirements

pursuant to Rule 15c3–1 under the

Exchange Act for broker-dealers,

including whether statistical models

should be used to calculate net capital

requirements. As part of its study, the

Commission is considering the extent to

which statistical models should be used

in setting the capital requirements for a

broker-dealer. Accordingly, the

Commission is posing a number of

questions on this subject as well as

soliciting views on other possible

alternatives for establishing net capital

requirements. For further information,

please contact Michael A. Macchiaroli,

Associate Director, Division of Market

Regulation, at (202) 942–0132.

(3) Consideration of whether to

propose amendments to rule 15c3–1

under the Exchange Act regarding net

capital requirements for broker-dealers.

When calculating the value of their

assets for net capital purposes, brokerdealer must reduce the market value of

the securities they own by certain

percentages, or haircuts. The rule

amendments would alter the haircuts

taken by broker-dealers for certain

interest rate instruments, including:

government securities; investment grade

nonconvertible debt securities; certain

mortgage-backed securities; money

market instruments; and debt-related

derivative instruments. For further

information, please contact Michael A.

Macchiaroli, Associate Director,

Division of Market Regulation, at (202)

942–0132.

(4) Consideration of whether to

propose amendments to amend Rule

15c3–1 to define the term ‘‘nationally

recognized statistical rating

organization’’ (‘‘NRSRO’’). The

proposed definition sets forth a list of

attributes to be considered by the

Commission in designating rating

organizations as NRSROs and the

process for applying for NRSRO

designation. For further information,

please contact Michael A. Macchiaroli,

Associate Director, Division of Market

Regulation, at (202) 942–0132.

The subject matter of the closed

meeting scheduled for Wednesday,

December 17, 1997, following the 10:00

a.m. open meeting, will be:

Institution of injunctive actions.

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

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: December 10, 1997.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–32655 Filed 12–10–97; 12:30

pm]

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