25530 Federal Register / Vol. 63, No. 89 / Friday, May 8, 1998 / Notices

because they have Dean Witter as a

sponsor and, therefore, unable to sell

and buy securities to and from each

other without an exemption from

section 17(a). Accordingly, applicants

request relief to permit a Rollover Series

to sell Fund shares and Treasuries to a

New Trust Series.

2. Section 17(b) permits the SEC to

grant an order permitting a transaction

otherwise prohibited by section 17(a) if

it finds that the terms of the proposed

transaction, including the consideration

to be paid or received, are fair and

reasonable and do not involve

overreaching on the part of any person

concerned and the proposed transaction

is consistent with the policy of the

registered investment company and the

general purposes of the Act. Section 6(c)

permits the SEC to exempt any person

or transaction from any provision of the

Act, if such exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policies and provisions

of the Act. For the reasons stated below,

applicants believe that the terms of the

transactions meet the standards of

sections 6(c) and 17(b).

3. Rule 17a–7 under the Act p[permits

registered investment companies that

might be deemed affiliates solely by

reason of having common investment

advisers, directors, and/or officers, to

purchase securities from or sell

securities to one another at an

independently determined price,

provided certain conditions are met.

Applicants represent that they will

comply with all of the provisions of rule

17a–7, other than paragraphs (b) and (e).

4. Paragraph (e) of the rule requires an

investment company’s board of

directors to adopt and monitor

procedures for these transactions to

assure compliance with the rule. Since

a UIT does not have a board of directors,

there can be no board review of the

transaction. Applicants state, however,

that review in the context of a UIT

would serve little useful purpose in

connection with Fund shares and

Treasuries because independently

verifiable prices are readily available.

5. Paragraph (b) of rule 17a–7 requires

that the transactions be effected at the

independent current market price of the

security. The Fund shares and

Treasuries would fall within the

paragraph (b)(4) category of ‘‘all other

securities,’’ for which the current

market price under rule 17a–7(b) is the

average of the highest current

independent bid and lowest current

independent offer determined on the

basis of reasonable inquiry.

6. With respect to Fund shares,

applicants state that Fund shares do not

trade at a bid or offer price but at an

independently determined net asset

value. Applicants state that the Funds’

shares will be issued by investment

companies that will not be affiliated

with the Sponsor and that each Fund

will calculate the net asset value of its

shares daily. The net asset value would

be the price at which the Rollover Series

would sell Fund shares to the New

Trust Series.

7. With respect to Treasuries,

applicants state that the Treasuries

would be sold by a Rollover Series to a

New Trust Series at the Treasuries’

offer-side evaluation. Other Treasuries

acquired by the New Trust Series will

be acquired at the offer-side evaluation

and the New Trust Series would be

valued during the Trusts’ initial offering

period based on the Treasuries’ offerside evaluation. Applicants state that,

therefore, there will be uniformity as to

price for all of the Treasuries evaluated

(both Treasuries bought in the market

and Treasuries purchased from a

Rollover Series). In addition, all

unitholders of the New Trust Series,

both unitholders from a Rollover Series

and new unitholders, will acquire

Unites with a value based on the offerside evaluation of the Treasuries, which

applicants state is consistent with the

Trusts’ acquisition cost.

8. Applicants believe that engaging in

transactions for securities for which

market quotations are readily available

at an independently determined price

will not disadvantage either Trust

Series. Applicants state that the sales

between Trust Series will reduce

transaction costs to unitholders of the

Trust Series and will reduce costs to the

Fund. In addition, applicants state that

the purchases and sales between Trust

Series will be consistent with the policy

of each Trust Series, as only securities

that would otherwise be bought and

sold on the open market pursuant to the

policy of each Trust Series will be

involved in the proposed transactions.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Each Trust Series will comply with

section 12(d)(1)(F) in all respects except

for the sales load limitation of section

12(d)(1)(F)(ii).

2. Any sales charges or service fees

charged with respect to Units of a Trust

Series, when aggregated with any sales

charges or service fees paid by the Trust

Series with respect to securities of the

underlying Funds, will not exceed the

limits set forth in rule 2830(d) of the

NASD’s Conduct Rules.

3. Each sale of Fund shares between

the Trust Series will be effected at the

net asset value of the Fund shares as

determined by the Fund on the sale

date. Each sale of Treasuries between

the Trust Series will be effected at the

Treasuries’ offer-side evaluation as

determined by an Independent

Evaluator as of the evaluation time on

the sale date. Such sales will be effected

without any brokerage charges or other

remuneration except customary transfer

fees, if any.

4. The nature and conditions of such

transactions will be fully disclosed to

investors in the appropriate prospectus

of each future Rollover Series and New

Trust Series.

5. The Trustee of each Rollover Series

and New Trust Series will (a) review the

procedures relating to the sale of

securities from a Rollover Series and the

purchase of securities for deposit in a

New Trust Series and (b) make changes

to the procedures as the Trustee deems

necessary that are reasonably designed

to comply with paragraphs (a), (c), and

(d) of rule 17a–7.

6. A written copy of these procedures

and a written record of each transaction

pursuant to the requested order will be

maintained as provided in rule 17a–7(f).

7. No Trust Series will acquire

securities of an underlying Fund which,

at the time of acquisition, owns

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12265 Filed 5–7–98; 8:45 am]

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Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Homestead Village

Incorporated, Common Stock, $.01 Par

Value) File No. 1–12269

May 4, 1998.

Homestead Village Incorporated

(‘‘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’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and
Federal Register / Vol. 63, No. 89 / Friday, May 8, 1998 / Notices 25531

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

2On February 18, 1998, the NYSE filed its

proposed rule change with the Commission (File

No. SR–NYSE–98–07). On March 5, 1998, the

NASD filed its proposed rule change with the

Commission (File No. SR–NASD–98–20). On April

3, 1998, the MSRB filed its proposed rule change

with the Commission (File No. SR–MSRB–98–06).

3Securities Exchange Act Release Nos. 39830

(April 6, 1998), 63 FR 18060 (NYSE); 39831 (April

6, 1998), 63 FR 18057 (NASD); 39833 (April 6,

1998), 63 FR 18055 (MSRB).

registration on the American Stock

Exchange, Inc. (‘‘Amex’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security also is listed for trading

on the New York Stock Exchange, Inc.

(‘‘NYSE’’) pursuant to a Registration

Statement Form 8–A that became

effective on March 26, 1998. Trading in

the Security on the NYSE commenced

on April 1, 1998, and concurrently

therewith the Security was suspended

from trading on the Amex.

The Company has complied with

Amex Rule 18 by filing with the

Exchange a certified copy of the

resolutions adopted by the Company’s

Board of Directors authorizing the

withdrawal of its Security from listing

and registration on the Exchange and by

setting forth in detail to the Exchange

the facts and reasons supporting the

proposed withdrawal. The Company

decided to withdraw its Security from

listing and registration on the Amex,

because of the Security’s listing and

registration on the NYSE.

By letter dated March 27, 1998, the

Exchange informed the Company that it

would not object to the withdrawal of

the Company’s Security from listing and

registration on the Amex.

By reason of Section 12(b) of the Act

and the rules and regulations

thereunder, the company shall continue

to be obligated to file reports under

Section 13 of the Act with the

Commission and the NYSE.

Any interested person may, on or

before May 26, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the Exchange 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.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12210 Filed 5–7–98; 8:45 am]

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Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Pope Resources, A

Delaware Limited Partnership,

Depositary Receipts (Units)) File No.

1–9035

May 4, 1998.

Pope Resources, A Delaware Limited

Partnership (‘‘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’’)

and Rule 12d2–2(d) promulgated

thereunder, to withdraw the above

specified security (‘‘Security’’) from

listing and registration on the Pacific

Exchange, Inc. (‘‘PCX’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security of the Company has

been listed for trading on the Exchange

since December 6, 1995, and has been

approved for quotation on the NASDAQ

National Market System (‘‘NASDAQ’’)

since July 16, 1991.

The Company has complied with

Exchange Rule 3.4(b) by filing with the

Exchange a certified copy of the

resolution adopted by the Company’s

Board of Directors authorizing the

delisting of the Security from the PCX

and a letter setting forth in detail the

reasons for the proposed delisting and

facts in support thereof. In deciding to

withdraw the Security from listing and

registration on the PCX, the Company

considered the costs and expenses of

maintaining the dual listing of its

Security on the PCX and the NASDAQ.

The Company sees no advantage in the

dual trading of its Security and believes

that the dual listing has fragmented the

market for its Security and has created

arbitrage opportunities that have led to

instability in the price of the Company’s

Security. There have often been

significant differences in the price at

which the Security trades in one market

as opposed to the other, which has been

exacerbated due to how thinly the

Security is traded on the PCX.

By letter dated March 16, 1998, the

Exchange informed the Company that it

had approved the company’s request to

be removed from listing and registration

on the PCX.

The Company shall continue to be

obligated to file reports under Section

13 of the Act with the Commission.

Any interested person may, on or

before May 26, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the Exchange 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.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12209 Filed 5–7–98; 8:45 am]

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[Release No. 34–39944; File Nos. SR–

MSRB–98–06, SR–NASD–98–20, SR–NYSE–

98–07]

Self-Regulatory Organizations; The

Municipal Securities Rulemaking

Board; The National Association of

Securities Dealers, Inc.; and The New

York Stock Exchange, Inc.; Order

Extending Comment Period for

Proposed Rule Changes Regarding

Confirmation and Affirmation Services

May 1, 1998.

Recently, the Municipal Securities

Rulemaking Board (‘‘MSRB’’), The

National Association of Securities

Dealers, Inc. (‘‘NASD’’), and the New

York Stock Exchange, Inc. (‘‘NYSE’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) proposed

rule changes pursuant to Section

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

of 1934 (‘‘Act’’)1 concerning

amendments to their rules regarding

confirmation and affirmation services.2

Notices of the proposals were published

in the Federal Register on April 13,

1998.3

The notices of the proposals state that

comments on the proposals should be

received by May 4, 1998. The

Commission has received a request that

the comment period for the proposals be