67422 Federal Register / Vol. 62, No. 247 / Wednesday, December 24, 1997 / Notices

1Securities Exchange Act Release No. 34–39402

(December 4, 1997) 62 FR 65459 (December 12,

1997).

2 15 U.S.C. 78s(b)(1).

3 17 CFR 240.19b–4(e)(6).

4 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2The Commission has modified the text of the

summaries prepared by MBSCC.

and quality of services previously

provided. During the Interim Period, the

Advisers would operate under the New

Agreements, which would have the

same terms and conditions as the

respective Existing Agreements, except

for the effective dates, termination dates

and escrow provisions. Applicants

believe that the level of service provided

by the Advisers will remain the same

under the New Agreements as under the

existing ones.

7. Applicants believe that the best

interests of shareholders of the Funds

would be served by allowing for the

implementation of the New Agreements

during the Interim Period. Applicants

state that allowing the implementation

of the New Agreements will ensure that

there will be no disruption to the

investment program and the delivery of

related services to the Funds because

the personnel that provide such services

to the Funds will remain substantially

the same as before the Transaction.

Applicants’ Conditions

Applicants agree as conditions to the

issuance of the exemptive order

requested by the application that:

1. The New Agreements to be

implemented following the

commencement of the Interim Period

will have the same terms and conditions

as the respective Existing Agreements,

except for the effective dates,

termination dates, and escrow

provisions.

2. Fees payable to the Advisers by the

Funds for the period covered by the

order will be maintained during the

Interim Period in an interest-bearing

escrow account, and will be paid (1) to

the Advisers after the requisite approval

by shareholders is obtained, or (b) in the

absence of such approval, to the

relevant Fund.

3. Each Fund will promptly schedule

a meeting of shareholders to vote on

approval of the New Agreements to be

held within 150 days after the

commencement of the Interim Period,

but in no event later than July 15, 1998.

4. Merrill Lynch and/or Mercury will

pay the costs of preparing and filing the

application and the costs relating to the

solicitation of approval of the Funds’

shareholders of the New Agreements.

5. The Advisers will take all

appropriate steps to ensure that the

scope and quality of advisory and other

services provided to the Funds during

the Interim Period will be at least

equivalent, in the judgment of the

respective Boards, including a majority

of the directors who are not ‘‘interested

persons’’ of the Funds, as defined in

section 2(a)(19) of the Act (the

‘‘Disinterested Directors’’), to the scope

and quality of services previously

provided. In the event of any material

change in the personnel providing

services pursuant to the advisory

agreements, the Advisers will apprise

and consult with the Boards of the

affected Funds in order to assure that

the Boards, including a majority of the

Disinterested Directors, are satisfied that

the services provided will not be

diminished in scope or quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–33595 Filed 12–23–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39402A; File No. SR–

Amex–97–46]

Self-Regulatory Organizations; Notice

of Filing and Order Granting Immediate

Effectiveness of Proposed Rule

Change by American Stock Exchange,

Incorporated Relating to the Listing of

Commodity Indexed Preferred or Debt

Securities

December 17, 1997.

Notice of Corrections

On December 4, 1997 the Securities

and Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) issued a notice of filing

and order granting immediate

effectiveness of proposed rule change by

the American Stock Exchange,

Incorporated (‘‘Amex’’) relating to the

listing of commodity indexed preferred

or debt securities 1 pursuant to section

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

of 1934, as amended (‘‘Act’’),2 and

paragraph (e)(6) of Rule 19b–4 under the

Act.3 The following sentence should be

deleted from the first paragraph of

Section A—Self-Regulatory

Organization’s Statement of the Purpose

of, and Statutory Basis for, the Proposed

Rule Change: ‘‘[T]he Exchange also will

require that the issuer have a minimum

tangible net worth of $150 million.’’

For the Commission, by the Division of

Market Regulation, pursaunt to delegated

authority.4

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–33525 Filed 12–23–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39449; File No. SR–

MBSCC–97–08]

Self-Regulatory Organizations; MBS

Clearing Corporation; Notice of Filing

and Immediate Effectiveness of

Proposed Rule Change Relating to the

Electronic Pool Notification Service’s

Fee Schedule

December 15, 1997.

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

Securities Exchange Act of 1934

(‘‘Act’’), notice is hereby given that on

October 22, 1997, the MBS Clearing

Corporation (‘‘MBSCC’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II, and

III below, which items have been

prepared primarily by MBSCC. The

Commission is publishing this notice to

solicit comments from interested

persons on the proposed rule change.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The text of the proposed rule change

consists of modifications to the

Electronic Pool Notification (‘‘EPN’’)

schedule of charges, which is attached

as Exhibit A to the filing.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

MBSCC 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 text of these statements

may be examined at the places specified

in Item IV below. MBSCC has prepared

summaries, set forth in sections (A), (B),

and (C) below, of the most significant

aspects of such statements.2

(A) Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

MBSCC currently assesses message

processing fees as reflected in the EPN

Schedule of Charges. MBSCC assesses