28640 Federal Register / Vol. 60, No. 105 / Thursday, June 1, 1995 / Notices

1See, Securities Exchange Act Release No. 34533

(August 15, 1994); 59 FR 43147 (August 22, 1994).

2See, Securities Act Release No. 7113; Securities

Exchange Act Release No. 35036 (December 2,

1994); 59 JR 63676 (December 8, 1994). 3 15 U.S.C. § 78o–3.

entities registered under the Investment

Company Act of 1940 or any Business

Development Company as defined in

Section 2(a)(48) of that Act.’’

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 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. The NASD has

prepared summaries, set forth in Section

(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

Federal legislation regulating limited

partnership rollups (‘‘Rollup Reform

Act’’) was signed into law on December

17, 1993, and contained a mandate for

the NASD to adopt its own rollup rule.

The NASD’s rule regulating rollups

(‘‘Rollup Rule’’) was approved by the

SEC on August 15, 1994 1 and amended

Article III, Section 34 of the NASD

Rules of Fair Practice to prohibit NASD

members and associated persons from

participating in a ‘‘limited partnership

rollup transaction’’ unless the

transaction includes specified

provisions to protect the rights of

limited partners. The Rollup Rule

further amended Part III of Schedule D

to the By-Laws to prohibit the

authorization for quotation on the

Nasdaq National Market of any security

resulting from a ‘‘limited partnership

rollup transaction’’ unless the

transaction is conducted in accordance

with certain specified procedures

designed to protect the rights of

dissenting limited partners. The NASD

Roll Up Rule was designed to conform

to the federal roll up legislation.

Subsequent to approving the NASA’s

Rollup Rule, the SEC adopted new Rule

3b–11 to exclude from the definition of

‘‘limited partnership rollup

transaction,’’ among other things,

transactions involving entities registered

under the Investment Company Act of

1940 (the ‘‘1940 Act’’) or any Business

Development Company as defined in

Section 2(a)(48) of the 1940 Act.2 In its

adopting release, the SEC stated that it

was adopting the new Rule in order to

define related terms used in the federal

rollup definition ‘‘. . . for purposes of,

among other things, the SRO rules.’’

The SEC has requested that the NASD

amend the Rollup Rule to conform the

NASD’s definition of ‘‘limited

partnership rollup transaction’’ to the

definition adopted by the SEC. The

proposed rule change amends the

Rollup Rule by adding as an exclusion

for investment companies and business

development companies to the

definition of ‘‘limited partnership rollup

transaction’’new paragraph 7 to

Subsection (b)(2)(B)(vii)d. to Article III,

Section 34 of the Rules of Fair Practice

and new paragraph (vii) to Subsection

14(D) to Part I of Schedule D. Thus, if

the proposed rule change is adopted,

investment companies and business

development companies would be

excluded from the purview of the

Rollup Rule. Investment Companies and

Business Development Companies are

already subject to extensive regulation

under the 1940 Act and have not been

perceived as entities connected with the

types of abusive limited partnership

rollup transactions for which investor

protection provisions of the rollup rules

were sought.

The NASD believes that the proposed

rule change is consistent with the

provisions of Section 15A(b)(6) of the

Act,3 which require that the rules of the

association be designed to prevent

fraudulent and manipulative acts and

promote just and equitable principles of

trade in that the proposed rule change

provides for regulatory consistency in

the definition of ‘‘limited partnership

rollup transaction’’ and appropriately

excludes investment companies and

business development companies from

unnecessary, and potentially

burdensome, additional regulation.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

The NASD does not believe that the

proposed rule change will result in any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act, as amended.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants, or Others

Written comments were neither

solicited nor received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the self-regulatory

organization consents, the Commission

will:

A. by order approve such proposed

rule change, or

B. institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 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

a principal office of the NASD. All

submissions should refer to File No.

SR–NASD–95–19 and should be

submitted by June 22, 1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority, 17 CFR 200.30–3(a)(12).

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–13307 Filed 5–31–95; 8:45 am]

BILLLING CODE 8010–01–M

[Rel. No. IC–21095; 811–8442]

Countdown to Retirement Funds;

Notice of Application

May 24, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).
Federal Register / Vol. 60, No. 105 / Thursday, June 1, 1995 / Notices 28641

APPLICANT: Countdown to Retirement

Funds.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on April 19, 1995 and amended on May

22, 1995.

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

June 19, 1995 and should be

accompanied by proof of service on

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 5th

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

Applicant, 1807 South Washington

Avenue, Suite 106, Naperville, Illinois

60565.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, or Robert A. Robertson,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is registered as an openend management investment company

under the Act and organized as an Ohio

business trust. On March 22, 1994,

applicant registered under the Act as an

investment company and filed a

registration statement on Form N–1A to

register its shares under the Securities

Act of 1933. The registration statement

became effective on June 22, 1994, and

applicant commenced the initial public

offering of its Retire 2010 series and

Retire 2020 series promptly thereafter.

2. On March 25, 1995, after

determining that the continued

operation of applicant would be

uneconomical and not in the best

interest of shareholders, applicant’s

board of trustees unanimously

authorized the liquidation of applicant

pending shareholder approval. On or

about March 25, 1995, applicant

notified each of the remaining

shareholders by phone of the situation

concerning the future of their fund.

Notification was made by phone as all

non-affiliated shareholders were

personal friends of the adviser. These

non-affiliated shareholders requested

redemption of their shares on various

dates and such redemptions occurred at

the prevailing net asset value on the

date the redemption request was

received.

3. On April 15, 1995, all non-affiliated

shareholders had completed redemption

of their shares. The board approved the

deregistration on April 17, 1995, after

the sole remaining shareholder, Gregory

L. Bruno, President and Founder of the

funds, voted to deregister and wind up

the affairs of applicant. After the

termination of the funds, the remaining

portfolio securities were then

transferred to Gregory L. Bruno.

4. Distributions to all securityholders

in complete liquidation of their interests

have been made. Applicant incurred

$175 in brokerage commissions with

respect to the disposition of its Retire

2010 portfolio securities, and $50 with

respect to its Retire 2020 portfolio

securities. Liquidation expenses are

inconsequential and will be borne by

Countdown Management Corporation,

applicant’s investment adviser.

5. As of the date of the application,

applicant had no debts or liabilities and

is not a party to any litigation or

administrative proceeding.

6. Applicant is neither engaged in, nor

does it propose to engage in, any

business activities other than those

necessary for the winding-up of its

affairs. Applicant intends to file all

documents required to terminate its

existence as an Ohio business trust.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–13328 Filed 5–31–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

[Declaration of Economic Injury

Disaster Local Area #8530]

North Carolina; Declaration of Disaster

Loan Area

Buncombe County and the contiguous

counties of Haywood, Henderson,

Madison, McDowell, Rutherford,

Transylvania, and Yancey in the State of

North Carolina constitute an economic

injury disaster area as a result of

damages caused by a fire in the City of

Asheville which occurred on April 2,

1995. Eligible small businesses without

credit available elsewhere and small

agricultural cooperatives without credit

available elsewhere may file

applications for economic injury

assistance until the close of business on

February 26, 1996 at the address listed

below:

U.S. Small Business Administration, Disaster

Area 2 Office, One Baltimore Place, Suite

300, Atlanta, Georgia 30308.

Or other locally announced locations.

The interest rate for eligible small

businesses and small agricultural

cooperatives is 4 percent.

(Catalog of Federal Domestic Assistance

Program No. 59002)

Dated: May 25, 1995.

Philip Lader,

Administrator.

[FR Doc. 95–13440 Filed 5–31–95; 8:45 am]

BILLING CODE 8025–01–M

[Declaration of Disaster Loan Area #2778]

Ohio (And Contiguous Counties in

West Virginia); Declaration of Disaster

Loan Area

Meigs County and the contiguous

counties of Athens, Gallia, and Vinton

in the State of Ohio and Jackson, Mason,

and Wood Counties in the State of West

Virginia constitute a disaster area as a

result of damages caused by heavy rains

and flooding on May 13–14, 1995.

Applications for loans for physical

damage may be filed until the close of

business on July 24, 1995 and for

economic injury until the close of

business on February 26, 1996 at the

address listed below: U.S. Small

Business Administration, Disaster Area

2 Office, One Baltimore Place, Suite

300, Atlanta, GA 30308, or other local

announced locations.

The interest rates are:

For physical damage: Percent

Homeowners with credit available elsewhere ........................ 8.000

Homeowners without credit available elsewhere ........................ 4.000

Businesses with credit available

elsewhere ................................ 8.000

Businesses and non-profit organizations without credit available elsewhere ........................ 4.000

Others (including non-profit organizations) with credit available

elsewhere ................................ 7.125

For economic injury:

Businesses and small agricultural cooperatives without

credit available elsewhere ....... 4.000