69974 Federal Register / Vol. 65, No. 225 / Tuesday, November 21, 2000 / Notices

4Each Partnership will preserve the accounts,

books and other documents required to be

maintained in an easily accessible place for the first

two years.

5Each Partnership will preserve the accounts,

books and other documents required to be

maintained in an easily accessible place for the first

two years.

1 15 U.S.C. 781(d).

2 17 CFR 240.12d2–2(d).

3 15 U.S.C. 781(b); 15 U.S.C. 78m.

examination by the Commission and its

staff. 4

2. In connection with the Section 17

Transactions, the General Partner of

each Partnership will adopt, and

periodically review and update,

procedures designed to ensure that

reasonable inquiry is made, before the

consummation of any such transaction,

with respect to the possible involvement

in the transaction of any affiliated

person or promoter of or principal

underwriter for the Partnership, or any

affiliated person of an affiliated person,

promoter, or principal underwriter.

3. The General Partner of each

Partnership will not invest the funds of

the Partnership in any investment in

which an ‘‘Affiliated Co-Investor’’ (as

defined below) has acquired or proposes

to acquire the same class of securities of

the same issuer, where the investment

involves a joint enterprise or other joint

arrangement within the meaning of rule

17d–1 in which the Partnership and an

Affiliated Co-Investor are participants,

unless any such Affiliated Co-Investor,

prior to disposing of all or part of its

investment, (a) gives the General Partner

sufficient, but not less than one day’s

notice of its intent to dispose of its

investment, and (b) refrains from

disposing of its investment unless the

Partnership has the opportunity to

dispose of the Partnership’s investment

prior to or concurrently with, on the

same terms as, and pro rata with the

Affiliated Co-Investor. The term

‘‘Affiliated Co-Investor’’ with respect to

Partnership means (a) an ‘‘affiliated

person,’’ as such term is defined in the

Act, of the Partnership (other than a

Third-Party Fund or a person that is an

affiliated person of the Partnership

solely because of section 2(a)(3)(B) of

the Act); (b) the Merrill Lynch Group;

(c) an officer or director of the Merrill

Lynch Group; or (d) an entity (other

than a Third-Party Fund) in which a

member of the Merrill Lynch Group acts

as a general partner or has a similar

capacity to control the sale or other

disposition of the entity’s securities.

The restrictions contained in this

condition, however, shall not be

deemed to limit or prevent the

disposition of an investment by an

Affiliated Co-Investor: (a) To its direct

or indirect wholly-owned subsidiary, to

any company (a ‘‘Parent’’) of which the

Affiliated Co-Investor is a direct or

indirect wholly-owned subsidiary, or to

a direct or indirect wholly-owned

subsidiary of its Parent; (b) to immediate

family members of the Affiliated CoInvestor or a trust established for any

Affiliated Co-Investor or any such

family member; or (c) when the

investment is comprised of securities

that are (i) listed on any exchange

registered as a national securities

exchange under section 6 of the

Exchange Act; (ii) national market

system securities pursuant to section

11A(a)(2) of the Exchange Act and rule

11Aa2–1 thereunder, or (iii) government

securities as defined in section 2(a)(16)

of the Act.

4. Each Partnership and its General

Partner will maintain and preserve, for

the life of each such Partnership and at

least two years thereafter, such

accounts, books, and other documents

as constitute the record forming the

basis for the audited financial

statements that are to be provided to the

Limited Partners, and each annual

report of the Partnership required to be

sent to the Limited Partners, and agree

that all such records will be subject to

examination by the Commission and its

staff.5

5. The General Partner of each

Partnership will send to each Limited

Partner who had an Interest in a

Partnership, at any time during the

fiscal year then ended, Partnership

financial statements that have been

audited by independent accountants. At

the end of each fiscal year, the General

Partners will make a valuation or have

a valuation made of all of the assets of

the Partnership as of such fiscal year

end in a manner consistent with

customary practice with respect to the

valuation of assets of the kind held by

the Partnership. In addition, within 90

days after the end of each fiscal year of

each of the Partnerships or as soon as

practicable thereafter, the General

Partner of each Partnership shall send a

report to each person who was a

Limited Partner at any time during the

fiscal year then ended, setting forth such

tax information as shall be necessary for

the preparation by the Limited Partner

of his or her federal and state income

tax returns and a report of the

investment activities of the Partnership

during that year.

6. Whenever a Partnership makes a

purchase from or sale to an entity

affiliated with the Partnership by reason

of a 5% or more investment in such

entity by a Merrill Lynch Group

director, officer, or employee, such

individual will not participate in the

General Partner’s determination of

whether or not to effect the purchase or

sale.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–29823 Filed 11–20–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Nexen Inc. (Formerly

Canadian Occidental Petroleum Ltd.),

Common Shares, No Par Value) File

No. 1–06702

November 15, 2000.

Nexen Inc. (formerly Canadian

Occidental Petroleum Ltd.), which is

organized under the laws of Canada

(‘‘Company’’), has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) 1 and Rule

12d2–2(d) thereunder,2 to withdraw its

Common Shares, no par value

(‘‘Security’’), from listing and

registration on the American Stock

Exchange (‘‘Amex’’).

The Company has obtained a new

listing for its Security on the New York

Stock Exchange (‘‘NYSE’’). Trading in

the Security commenced on the NYSE,

and was concurrently suspended on the

Amex, at the opening of business on

November 14, 2000. Having obtained

the new NYSE listing, the Company has

determined to withdraw the Security

from listing and registration on the

Amex for the following reasons: (i) To

avoid the additional direct and indirect

costs of maintaining such listing; (ii) to

prevent potential fragmentation of the

market for its Security; and (iii) the

Company no longer feels that the

continued listing of its Security on the

Amex is in its best interests.

The Company’s application relates

solely to the withdrawal of the Security

from listing and registration on the

Amex and shall have no effect upon

either the Security’s continued listing

and registration on the NYSE or the

Company’s continuing obligation under

Sections 12(b) and 13 of the Act 3 to file

certain reports with the Commission.

Any interested person may, on or

before December 7, 2000, submit by

letter to the Secretary of the Securities

Federal Register / Vol. 65, No. 225 / Tuesday, November 21, 2000 / Notices 69975

4 17 CFR 200.30–3(a)(1).

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

2 17 CFR 240.19b–4.

3See Securities Exchange Release No. 43065 (July

21, 2000), 65 FR 47528.

4See Letter from George Reichhelm, General

Partner, and Andrew Schwarz, General Partner,

AGS Specialist Partners, to Secretary, Commission,

dated August 9, 2000.

5Additionally, any member of the AAC has the

authority to request a review of an Exchange

Disciplinary Panel decision, sua sponte.

6Pursuant to New York Stock Exchange

(‘‘NYSE’’) Rule 476(f), NYSE enforcement personnel

have the authority to appeal adverse determinations

by disciplinary panels and the review boards have

the authority to increase penalties imposed by

disciplinary panels. Further, National Association

of Securities Dealers, Inc. (‘‘NASD’’) Rule 9311

provides for similar authority.

7See note 4, supra.

8See Jones v. SEC, 115 F.3d 1173, 1183 (4th Cir.

1997); see also, Hudson v. United States, 522 U.S.

93 (1997).

9 15 U.S.C. 78f(b)(7).

and Exchange Commission, 450 Fifth

Street, NW., Washington, DC 20549–

0609, facts bearing upon whether the

application has been made in

accordance with the rules of the Amex

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.4

Jonathan G. Katz,

Secretary.

[FR Doc. 00–29746 Filed 11–20–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43554; File No. SR–Amex–

00–22]

Self-Regulatory Organizations; Order

Granting Approval to Proposed Rule

Change by the American Stock

Exchange LLC Amending Article V,

Section 1 of the Exchange Constitution

and Exchange Rule 345

November 14, 2000.

I. Introduction

On April 13, 2000, the American

Stock Exchange LLC (‘‘Amex’’ or

‘‘Exchange’’) submitted to the Securities

and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) pursuant to

Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Act’’) 1 and Rule

19b–4 thereunder, 2 a proposed rule

change to grant the Exchange’s

Enforcement Department the right to

appeal a decision of a Disciplinary

Panel and to grant the Amex

Adjudicatory Council (‘‘AAC’’) and the

Amex Board of Governors the authority

to increase a penalty imposed by a

Disciplinary Panel.

The proposed rule change was

published for comment in the Federal

Register on August 2, 2000. 3 The

Commission received one comment on

the proposal. 4 This order approves the

proposal.

II. Description of Proposal

The Amex is proposing to amend its

Constitution and Rules to allow

Exchange staff to appeal decisions of the

AAC, and to allow the AAC to increase

penalties imposed by a Disciplinary

Panel. Further, the Exchange seeking to

expand the scope of the Board of

Governor’s authority to review proposed

decisions of the AAC so that the Board

may also sustain, increase, or eliminate

any penalty imposed, or impose a lesser

penalty.

a. Article V, Section 1(c) and Rule 345

Currently, under Article V, Section

1(c) of the Exchange Constitution and

Rule 345, only Exchange members may

appeal a determination and/or penalty

imposed by a Disciplinary Panel to the

AAC. 5 The Exchange’s Enforcement

Department does not have the right to

appeal a Disciplinary Panel’s

determination under the Constitution or

Rule 345. Because only members have

the right to appeal a decision to the

AAC, currently the AAC may only

affirm the determination and penalty

imposed, modify or reverse the

determination, decrease or eleminate

the penalty imposed, impose any lesser

penalty permitted, or remand the matter

to the Disciplinary Panel for further

consideration. The AAC may not

impose a greater penalty on appeal.

The Exchange proposes to grant the

Enforcement Department the right of

appeal, and to give the AAC the

authority to increase a penalty imposed

by the Disciplinary Panel if it deems it

appropriate. The Exchange contends

that this authority would give the

reviewing body the full range of

alternatives that it needs to deal

effectively with appeals.

b. Constitution Article V, Section 1(d)

and Rule 345(g)

Pursuant to Exchange Constitution

Article V, Section 1(d) and Rule 345(g),

as the next level of review, any four

members of the Board of Governors may

call a proposed decision of the AAC in

a contested disciplinary matter for

review by the entire Board. In reviewing

a decision by the AAC, the Board may

affirm, modify or reverse the decision of

the AAC or remand the matter for

further consideration. The Exchange has

proposed to expand the scope of the

Board’s authority to review proposed

decisions of the AAC so that the Board

may also sustain, increase or eliminate

any penalty imposed, or imposed a

lesser penalty. 6

III. Summary of Comments

The Commission received one

comment letter on the proposed rule

change. 7 In their letter, the commenters

expressed their opinion that the

proposed rule change violates the

general principles of peer review and

double jeopardy. The commenters

argued that the peer review provided by

the current Amex review process

‘‘prevents the imposition penalties by

higher authorities that may act in

certain circumstances for the political

needs of the institution rather than for

the justified position of an individual.’’

The commenters believed that the

purpose of the AAC is to ‘‘ensure that

sterile rules that exist in the virtual

world of the Enforcement Department

are applied in a real world environment

with the benefit of the experience of real

world participants,’’ and that the

proposed rule change hampers this

purpose.

The comments also stated that the

proposed rule change would violate

citizens’ rights against double jeopardy.

The commenters asserted that it is

contrary to democratic principles to

allow a separate entity to increase a

penalty determined to be fair by a peer

group embodied to determine the final

outcome of a proceeding.

The Amex responded to the

commenters by noting that guarantees

regarding peer review and double

jeopardy apply to governmental

proceedings, not proceedings brought by

a self-regulatory organization (‘‘SRO’’).8

The Amex noted that Section 6(b)(7) of

the Act requires the rules of an

exchange to ‘‘provide a fair procedure

for the disciplining of members and

persons associated with members.’’ 9

In response to the commenters’

opinion that the proposed rule change

would undermine the peer review

provided for under the current

disciplinary structure, the Exchange

noted that the AAC (which the

commenters regarded as their ‘‘peer

group’’) is composed of six Board

members (three Floor Governors, all of

whom are members, and three Public