31254 Federal Register / Vol. 63, No. 109 / Monday, June 8, 1998 / Notices

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

by rule 17a–7(a). Applicants assert that

if the Proposed Transactions were

effected in cash, the CIFs and the Plans

would have to bear unnecessary

expense and inconvenience in

transferring assets to the Funds. In

addition, in order for the Conversion to

take place, the Boards, including a

majority of the disinterested members,

shall have determined that the

participation of each Portfolio in the

Proposed Transactions is in the best

interests of that Portfolio and that the

interests of existing shareholders of the

Portfolio will not be diluted as a result

of the Conversion. Such findings and

the basis on which they were made will

be fully recorded by the Funds.

8. Applicants also state that the Plans

are all employee benefit plans subject to

the Employment Retirement Income

Security Act of 1974 (‘‘ERISA’’). Section

406(a) of ERISA prohibits certain types

of transactions between a plan and

‘‘parties in interest’’ (such as a plan

fiduciary, a service provider, or an

employer whose employees are covered

by the plan). Because WTC is a fiduciary

of the Affiliated Plans and the adviser

to the Portfolios, the Conversion would

be prohibited by section 406 of ERISA.

WTC plans to submit an application for

an exemption to the Department of

Labor (‘‘DOL’’). To comply with the

anticipated requirements for the

exemption, the Conversions will be

approved by each Affiliated Plan’s

employee benefit review committee (the

‘‘Committee’’), which serves as a

fiduciary for the Plan. In addition, if

required by the DOL, the Conversion

will be reviewed and approved by a

fiduciary independent of WTC,

Wilmington trust and their affiliates (an

‘‘Independent Fiduciary’’), who will be

retained solely for the purpose of

determining the fairness to the

Affiliated Plans of the Proposed

Transactions.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief will be

subject to the following conditions:

1. The Proposed Transactions will

comply with the terms of Rule 17a–

7(b)–(f).

2. The Proposed Transactions will not

occur unless and until: (a) the Boards

(including a majority of their

disinterested members) and the

Committee and any Independent

Fiduciary for the Affiliated Plans

required by the DOL find that the

Proposed Transactions are in the best

interests of the Portfolios and the Plans,

respectively; and (b) the Boards

(including a majority of the

disinterested members) find that the

interests of the existing shareholders of

the Portfolios will not be diluted as a

result of the Proposed Transactions.

These determinations and the basis

upon which they are made will be

recorded fully in the records of the

Funds and the Affiliated Plans,

respectively.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15154 Filed 6–5–98; 8:45 am]

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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 open meeting

during the week of June 8, 1998.

An open meeting will be held on

Friday, June 12, 1998, at 11 a.m.

The subject matter of the open

meeting scheduled for Friday, June 12,

1998, at 11 a.m., will be:

Consideration of whether to propose

for pubic comment an amendment to

rule 102(e) of the Commission’s Rules of

Practice clarifying the Commission’s

standard for determining when

accountants engage in ‘‘improper

professional conduct.’’ For further

information, please contact, Michael J.

Kigin, Associate Chief Accountant,

Office of Chief Accountant at (202) 942–

4400.

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: June 4, 1998.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–15362 Filed 6–4–98; 3:52 pm]

BILLING CODE 8010–01–M

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[Release No. 34–40050; File No. SR–NASD–

98–37]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

National Association of Securities

Dealers, Inc. Relating to SelectNet

Fees

June 1, 1998.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

May 14, 1998, the National Association

of Securities Dealers, Inc. (‘‘NASD’’ or

‘‘Association’’) through its wholly

owned subsidiary, the Nasdaq Stock

Market, Inc. (‘‘Nasdaq’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) the proposed

rule change as described in Items I, II,

and III below, which Items have been

prepared by the NASD. 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

Nasdaq is herewith filing a proposed

rule change to extend, through August

31, 1998, the fees currently charged

under NASD Rule 7010(1) for the

execution of transactions in SelectNet.

Under the proposed extension,

SelectNet fees would continue to be

assessed in the following manner: (1)

$1.00 will be charged for each SelectNet

order entered and directed to one

particular market participant that is

subsequently executed in whole or in

part; (2) no fee will be charged to a

member who receives and executes a

directed SlectNet order; (3) the existing

$2.50 fee will remain in effect for both

sides of executed SelectNet orders that

result from broadcast messages; and (4)

a $.025 fee will remain in effect for any

member who cancels a SelectNet order.

If no further action is taken, SelectNet

fees will revert to their original $2.50

per-side level on September 1, 1998.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

NASD included statements concerning

the purpose of and basis for the

proposed rule change. The text of these

statements may be examined at places

specified in Item IV below. The self-
Federal Register / Vol. 63, No. 109 / Monday, June 8, 1998 / Notices 31255

2Securities and Exchange Act Release No. 39641

(February 10, 1998), 63 FR 8241 (February 18,

1998). Nasdaq’s current reduced fee structure was

approved for a 90-day trial period, commencing the

day that proposal was published in the Federal

Register and would lapse on May 18, 1998, if not

extended by this filing.

3 15 U.S.C. 78o–3(b)(5).

4 15 U.S.C. 78s(b)(3)(A) and 17 CFR 240.19b–

4(e)(2).

5 In reviewing the proposal, the Commission has

considered the proposal’s impact on efficiency,

competition, and capital formation. see 15 U.S.C.

78c(f).

6 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1) (1994).

2 17 CFR 240.19b–4 (1997).

3This proposal rule change replaces proposed

rule change File No. SR–NASD–98–30 which has

been withdrawn. Letter from John M. Ramsay, Vice

President and Deputy General Counsel, NASD

Regulation, to Katherine A. England, Assistant

Director, Division of Market Regulation, SEC, dated

May 7, 1998. The proposed rule change was

originally filed on May 7, 1998, but required a

technical amendment to clarify the effective date.

Letter from John M. Ransay, Vice President and

Deputy General Counsel, NASD Regulation to

Katherine A. England, Assistant Director, Division

of Market Regulation, SEC, dated May 14, 1998.

4Pub. L. No. 104–290, 110 Stat. 3416 (1996).

regulatory organization 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

Nasdaq is proposing to extend its

current SelectNet fees. The reasons for

Nasdaq’s prevailing SelectNet fee

structure were fully explained in its

original fee structure proposal filed with

the Commission in February of this

year.2 Since then, SelectNet usage has

continued at significantly elevated

levels, averaging over 100,000 daily

executions in both February and March

of 1998. As such, Nasdaq believes that

an extension of these reduced fees,

through August 31, 1998, is warranted.

Under the proposed extension,

SelectNet fees would continue to be

assessed in the following manner: (1)

$1.00 will be charged for each SelectNet

order entered and directed to one

particular market participant that is

subsequently executed in whole or in

part; (2) no fee will be charged to a

member who receives and executes a

directed SelectNet order; (3) the existing

$2.50 fee will remain in effect for both

sides of executed SelectNet orders that

result from broadcast messages; and (4)

a $0.25 fee will remain in effect for any

member who cancels a SelectNet order.

Nasdaq will continue to monitor and

review SelectNet activity to determine if

future changes to its SelectNet fee

structure are appropriate. If no further

action is taken, SelectNet fees will

revert to their original $2.50 per-side

level on September 1, 1998.

For the reason set forth above, Nasdaq

believes that the proposed rule change

is consistent with Section 15A(b)(5) of

the Act,3 which requires that the rules

of the NASD provide for the equitable

allocation of reasonable dues, fees and

other charges among members and

issuers and other persons using any

facility or system which the NASD

operates or controls.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The NASD believes that the proposed

rule change will not result in any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

Comments were neither solicited or

received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

This filing applies to the assessment

of SelectNet fees to NASD members, and

thus the proposed rule change is

effective immediately upon filing

pursuant to Section 19(b)(3)(A)(ii) of the

Act and subparagraph (e)(2) of Rule

19b–4 thereunder 4 because the proposal

is establishing or changing a due, fee or

other charge. At any time within 60

days of the proposed rule change, the

Commission may summarily abrogate

such rule change if it appears to the

Commission that such action is

necessary or appropriate in the public

interest, for the protection of investors,

or otherwise in furtherance of the

purposes of the Act.5

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing,

including whether the proposal is

consistent with the Act. Persons making

written submissions should file six

copies thereof with the Secretary,

Securities and Exchange Commission,

450 Fifth Street, NW, Washington, DC

20549. Copies of the submission, all

subsequent amendments, all written

statements with respect to the proposed

rule change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the NASD. All

submissions should refer to the File No.

SR–NASD–98–37 and should be

submitted by June 29, 1998.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.6

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–15078 Filed 6–5–98; 8:45 am]

BILLING CODE 8010–01–M

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[Release No. 34–40048; File No. SR–NASD–

98–35]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change of Proposed Rule Change

by National Association of Securities

Dealers., Inc, Concerning Books and

Records Requirements

May 29, 1998.

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

Securities Exchange Act of 1934

(‘‘Act’’) 1 and Rule 19b–4 2 thereunder,

notice is hereby given that on May 14,

1998, the National Association of

Securities Dealers, Inc. (‘‘NASD’’ or

‘‘Assocation’’), filed with the Securities

and Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) the proposed rule

change as described in Items, I, II, and

III below, which Items have been

prepared by NASD Regulation, Inc.

(‘‘NASD Regulation’’).3 The Commission

is publishing this notice to solicit

comments on the proposed rule change

from interested persons and to grant

accelerated approval of the proposed

rule change.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

NASD Regulation is proposing to

amend Rule 3110 (the ‘‘Books and

Records Rule’’) of the Conduct Rules of

the NASD to: (1) amend the definition

of ‘‘institutional account’’ to include the

accounts of investment advisers that

under the National Securities Markets

Improvements Act of 1996 4 and new

rules adopted by the SEC, are now