67762 Federal Register / Vol. 70, No. 215 / Tuesday, November 8, 2005 / Notices 

the focus of these meetings will be 

discussion of working group findings 

and recommendations. The Panel 

welcomes oral public comments at any 

of these meetings and has reserved one 

hour for this purpose at each meeting. 

Members of the public wishing to 

address the Panel during the meeting 

must contact Ms. Anne Terry, in writing, 

as soon as possible to reserve time (see 

contact information above). 

(b) Posting of Draft Reports: Members 

of the public are encouraged to regularly 

visit the Panel’s Web site for draft 

reports. Currently, the working groups 

are staggering the posting of various 

sections of their draft reports at http:// 

www.acqnet.gov/aap under ‘‘Working 

Group Reports.’’

(c) Availability of Materials for the 

Meetings: Please see the Panel’s Web 

site for any available materials, 

including draft agendas and minutes 

(http://www.acqnet.gov/aap). 

Questions/issues of particular interest to 

the Panel are also available to the public 

on this Web site on its front page, 

including ‘‘Questions for Government 

Buying Agencies,’’ ‘‘Questions for 

Contractors that Sell Commercial Goods 

or Services to the Government,’’

‘‘Questions for Commercial 

Organizations,’’ and an issue raised by 

one Panel member regarding the rules of 

interpretation and performance of 

contracts and liabilities of the parties 

entitled ‘‘Proposal for Public 

Comment.’’ The Panel encourages the 

public to address any of these 

questions/issues when presenting either 

oral public comments or written 

statements to the Panel. 

(d) Procedures for Providing Public 

Comments: It is the policy of the Panel 

to accept written public comments of 

any length, and to accommodate oral 

public comments whenever possible. 

The Panel Staff expects that public 

statements presented at Panel meetings 

will be focused on the Panel’s statutory 

charter and working group topics, and 

not be repetitive of previously 

submitted oral or written statements, 

and that comments will be relevant to 

the issues under discussion. 

Oral Comments: Speaking times will 

be confirmed by Panel staff on a ‘‘firstcome/first-served’’ basis. To 

accommodate as many speakers as 

possible, oral public comments must be 

no longer than 10 minutes. Because 

Panel members may ask questions, 

reserved times will be approximate. 

Interested parties must contact Ms. 

Anne Terry, in writing (via mail, e-mail, 

or fax identified above for Ms. Terry) at 

least one week prior to the meeting in 

order to be placed on the public speaker 

list for the meeting. Oral requests for 

speaking time will not be taken. 

Speakers are requested to bring extra 

copies of their comments and 

presentation slides for distribution to 

the Panel at the meeting. Speakers 

wishing to use a Power Point 

presentation must e-mail the 

presentation to Ms. Terry one week in 

advance of the meeting. 

Written Comments: Although written 

comments are accepted until the date of 

the meeting (unless otherwise stated), 

written comments should be received by 

the Panel Staff at least one week prior 

to the meeting date so that the 

comments may be made available to the 

Panel for their consideration prior to the 

meeting. Written comments should be 

supplied to the DFO at the address/ 

contact information given in this FR 

Notice in one of the following formats 

(Adobe Acrobat, WordPerfect, Word, or 

Rich Text files, in IBM–PC/Windows 

98/2000/XP format). 

Please note: Since the Panel operates under 

the provisions of the Federal Advisory 

Committee Act, as amended, all public 

presentations will be treated as public 

documents and will be made available for 

public inspection, up to and including being 

posted on the Panel’s Web site. 

(e) Meeting Accommodations: 

Individuals requiring special 

accommodation to access the public 

meetings listed above should contact 

Ms. Auletta at least five business days 

prior to the meeting so that appropriate 

arrangements can be made. 

Laura Auletta, 

Designated Federal Officer (Executive 

Director), Acquisition Advisory Panel. 

[FR Doc. 05–22238 Filed 11–7–05; 8:45 am] 

BILLING CODE 3110–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27140; 812–13190] 

Special Situations Fund III, L.P., et al., 

Notice of Application 

November 2, 2005. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 17(b) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from section 

17(a) of the Act. 

Applicants: Special Situations Fund 

III, L.P. (‘‘SSF III’’), Special Situations 

Fund III QP, L.P. (‘‘SSF QP,’’ and 

together with SSF III, the ‘‘Funds’’) and 

MGP Advisers Limited Partnership 

(‘‘Adviser’’). 

Summary of Application: Applicants 

request an order to permit certain 

purchase and sale transactions in 

connection with a proposed division of 

a registered closed-end management 

investment company into two separate 

companies (the ‘‘Transaction’’). 

Filing Dates: The application was 

filed on May 19, 2005, and amended on 

November 2, 2005. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 25, 2005, and 

should be accompanied by proof of 

service on the applicants, 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 Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

0609. Applicants, c/o Austin W. Marxe, 

MGP Advisers Limited Partnership, 153 

East 53rd Street, 55th Floor, New York, 

NY 10022. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel (202–

551–6817), or Stacy L. Fuller, Branch 

Chief (202–551–6821) (Office of 

Investment Company Regulation, 

Division of Investment Management). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee from the 

Commission’s Public Reference Branch, 

100 F Street, NE., Washington, DC 

20549–0102 (202–551–5850). 

Applicants’ Representations 

1. SSF III, a Delaware limited 

partnership, is a closed-end 

management investment company that 

is registered under the Act and operates 

as an ‘‘interval fund’’ under rule 23e–3 

under the Act. Partnership interests 

(‘‘Units’’) in SSF III are not registered 

under the Securities Act of 1933 (‘‘1933 

Act’’) and are sold in private offerings 

pursuant to Regulation D under the 

1933 Act generally to ‘‘accredited 

investors,’’ as defined in Regulation D. 

Each investor in SSF III that pays the 

Adviser an incentive allocation is also a 

‘‘qualified client,’’ as defined in rule 

205–3 under the Investment Advisers 

Act of 1940, as amended (‘‘Advisers 

Federal Register / Vol. 70, No. 215 / Tuesday, November 8, 2005 / Notices 67763 

1Excluding the Adviser’s incentive allocation, 

SSF III’s fees totaled approximately .84% of average 

net assets. The Adviser’s incentive allocation is 

subject to a high water mark. 

2SSF QP has been formed in compliance with, 

and will be bound by the terms and conditions of, 

the application. 

3For purposes of projecting the effects of the 

Transaction, the Applicants have assumed the Cash 

Repurchase Offer and the Exchange Tender Offer 

(each as defined below) were consummated as 

follows (collectively, the ‘‘Transaction Participation 

Assumptions’’): (a) All Qualified Purchaser Unit 

Holders other than the Adviser and the Principals 

(as defined below) fully participated in the 

Exchange Tender Offer; (b) approximately 4.2% of 

the outstanding Units of SSF III (representing half 

of the Units of non-Qualified Purchaser Unit 

Holders (as defined below)) participated in the Cash 

Repurchase Offer; (c) the Adviser did not 

participate in the Cash Repurchase Offer; (d) the 

Adviser, and two Principals, Austin Marxe and 

David Greenhouse, participated in the Exchange 

Tender Offer in the same proportion as other 

Limited Partners, as further described below; and 

(e) Adam Stettner, a Principal, did not participate 

in the Cash Repurchase Offer or the Exchange 

Tender Offer. The net result of the Transaction 

Participation Assumptions is that approximately 

91.3% of SSF III’s outstanding Units would be 

exchanged for Units of SSF QP, approximately 

4.5% would remain in SSF III, and approximately 

4.2% would be repurchased for cash. There can be 

no assurance that participation in the Cash 

Repurchase Offer and the Exchange Tender Offer 

will be similar to the Transaction Participation 

Assumptions. 

4 26 CFR 1.7704–1. 

5A publicly traded partnership is generally taxed 

as a corporation, i.e. subject to a double level of 

taxation. 

6Changes to SSF III’s repurchase policies will be 

subject to the approval of a majority of the 

outstanding Units held by Limited Partners after 

completion of the Offers, as defined below. 7The Transaction is subject to the approval of a 

majority of the outstanding Units held by Limited 

Partners. 8SSF III is a Qualified Purchaser. 

9Limited Partners and General Partners that 

tender in the Exchange Tender Offer will receive, 

respectively, limited and general partnership Units 

of SSF QP. The Adviser and two Principals will 

participate in the Exchange Tender Offer, tendering 

the same percentage of the Units they hold as all 

other Limited Partners tender of the Units they 

hold. 

Act’’). Under SSF III’s fundamental 

policies and rule 23c–3, as well as its 

partnership agreement (the ‘‘Partnership 

Agreement’’), SSF III conducts semiannual repurchase offers for between 

10% and 25% of outstanding Units, as 

determined by the individual general 

partners of SSF III (each, an ‘‘Individual 

General Partner,’’ collectively, the 

‘‘Board,’’ and the Board together with 

the Adviser, the ‘‘General Partners’’), 

who are responsible for the overall 

management and supervision of SSF III. 

SSF III may also sell Units to existing 

Unit holders with a limited partnership 

interest (‘‘Limited Partners,’’ and 

together with the General Partners, 

‘‘Partners’’) and other investors in the 

future. SSF III’s investment objectives 

are to maximize long-term capital 

appreciation by investing primarily in 

equity securities and securities with 

equity features, which are traded on a 

national securities exchange or Nasdaq. 

As of June 30, 2005, SSF III had 

approximately 451 Unit holders (92% of 

whom were qualified purchasers, as 

defined in section 2(a)(51) of the Act 

(‘‘Qualified Purchasers,’’ and such Unit 

holders, ‘‘Qualified Purchaser Unit 

Holders’’)) and approximately $500 

million in assets. SSF III’s fees and 

expenses for the year ended December 

31, 2004, as a percentage of average net 

assets, totaled 5.41% (including the 

Adviser’s incentive allocation of 20% of 

net profits).1

2. SSF QP, a Delaware limited 

partnership that was formed on May 17, 

2005 to effect the Transaction is 

excluded from regulation under the Act 

pursuant to section 3(c)(7) of the Act.2

SSF QP has the same investment 

objectives as SSF III. SSF QP will have 

no assets until after the consummation 

of the Transaction. SSF QP will have the 

same administration fee and incentive 

allocation structure as SSF III. 

Applicants estimate that the fees and 

expenses for SSF QP (excluding any 

incentive allocation to the Adviser but 

including all other fees) would have 

been on a pro forma basis approximately 

0.81% of average net assets for the 

calendar year ended December 31, 

2004.3 Beginning June 30, 2006, limited 

partners of SSF QP may redeem their 

Units of SSF QP semi-annually on June 

30 and December 31 of each calendar 

year, by providing written notice to the 

Adviser on or before June 15 or 

December 15, respectively, of such 

calendar year. The Adviser has the right 

to limit the aggregate redemptions of 

Units of SSF QP by limited partners in 

any semi-annual fiscal period to 10% of 

the outstanding Units at the last day of 

the period (after the redetermination of 

Units to reflect SSF QP’s profit or loss 

as of the end of such period). 

3. The Adviser, a Delaware limited 

partnership, is registered as an 

investment adviser under the Advisers 

Act. The Adviser is the investment 

adviser to the Funds. The Adviser is 

also a General Partner of SSF III and 

will be the general partner of SSF QP 

upon completion of the Transaction. 

AWM Investment Company, Inc. 

(‘‘AWM’’) is the general partner of the 

Adviser and Austin W. Marxe, David 

Greenhouse and Adam Stettner are 

limited partners of the Adviser (each, 

including AWM, a ‘‘Principal’’). The 

Adviser and Mr. Marxe each own a 

general partnership interest in SSF III 

totaling in the aggregate approximately 

7% of outstanding Units. The other 

Principals each own a limited 

partnership interest in SSF III totaling 

approximately less than 1% of 

outstanding Units. 

4. A provision in the applicable 

Treasury regulations,4 which has 

allowed SSF III to operate as a registered 

investment company but not be taxed as 

a publicly traded partnership for federal 

income tax purposes (‘‘Grandfather 

Clause’’), will expire on December 31, 

2005.5 Unless SSF III satisfies a safe 

harbor in the Treasury regulations, any 

future determination of whether it 

would be taxed as a publicly traded 

partnership would be made by applying 

a facts-and-circumstances test. To 

continue to rely on a safe harbor and 

thereby avoid the uncertainty of a factsand-circumstances test, SSF III may 

amend its repurchase policies to, among 

other things, reduce the repurchase offer 

amount on a semi-annual and annual 

basis to, respectively, 5% and 10% of 

outstanding Units.6 Amending the 

repurchase policies as applicants intend 

to do to qualify for the safe harbor is not 

satisfactory to the largest Limited 

Partners, all of whom are Qualified 

Purchasers, because of the resulting 

decrease in the liquidity of their Units. 

5. Applicants propose to conduct the 

Transaction to divide SSF III into two 

separate companies to accommodate the 

needs of the Qualified Purchaser Unit 

Holders and those Unit holders that are 

not Qualified Purchasers (‘‘nonQualified Purchaser Unit Holders’’).7

Pursuant to the Transaction, SSF III 

would conduct an exchange offer for the 

Units of Qualified Purchaser Unit 

Holders in which they may tender their 

Units of SSF III and receive, in 

exchange, Units of SSF QP (‘‘Exchange 

Tender Offer’’). The Exchange Tender 

Offer will not be a taxable transaction 

for the Funds. In the Transaction, (a) 

SSF III would accept from Qualified 

Purchaser Unit Holders who elect to 

participate in the Exchange Tender 

Offer (‘‘Exchanging Holders’’) Units of 

SSF III, (b) SSF III would transfer to SSF 

QP, on a strict pro rata basis, portfolio 

securities having a total net asset value 

(‘‘NAV’’) equal to the total NAV of the 

SSF III Units, as calculated on December 

30, 2005 (the ‘‘Valuation Date’’), 

tendered in the Exchange Tender Offer, 

(c) SSF III would receive Units of SSF 

QP having a total NAV equal to both the 

total NAV of the SSF III Units tendered 

by Exchanging Holders and the total 

NAV of the portfolio securities 

transferred from SSF III to SSF QP,8 and 

(d) SSF III would distribute the SSF QP 

Units to Exchanging Holders on a pro 

rata basis.9

6. Simultaneous with the Exchange 

Tender Offer, SSF III would conduct a 

67764 Federal Register / Vol. 70, No. 215 / Tuesday, November 8, 2005 / Notices 

10 In the semi-annual repurchase offers made by 

SSF III over the last five years, which have typically 

been for 10% of outstanding Units, Limited Partners 

have never tendered for repurchase more than 

4.13% of outstanding Units. In connection with SSF 

III’s most recent cash repurchase offer, after having 

received notice from SSF III of the expiration of the 

Grandfather Clause and the effect thereof on the 

operations of SSF III, SSF III Unit holders tendered 

less than 2% of outstanding Units for repurchase. 

Requests for repurchase have exceeded 5% of 

outstanding Units on a semi-annual basis and 10% 

of outstanding Units on an annual basis three times, 

in all cases resulting from significant tenders by the 

Adviser. 

cash repurchase offer (‘‘Cash 

Repurchase Offer,’’ and together with 

the Exchange Tender Offer, the 

‘‘Offers’’), which would constitute the 

semi-annual cash repurchase offer 

currently required by rule 23c–3 and 

SSF III’s fundamental policies, as well 

as by the Partnership Agreement. The 

Cash Repurchase Offer would enable all 

Unit holders to tender their Units to SSF 

III in exchange for a cash payment equal 

to the NAV of the Units on the 

Valuation Date. The Cash Repurchase 

Offer would not be limited by the 

Exchange Tender Offer. The Cash 

Repurchase Offer would be for 10% of 

SSF III’s outstanding Units. If Limited 

Partners tender for repurchase in the 

Cash Repurchase Offer more than 10% 

of the outstanding Units, the Board 

would exercise its discretion to increase 

the Cash Repurchase Offer by 2% (for a 

total of 12% of Units outstanding). If 

Limited Partners tender more than 12% 

of the outstanding Units in the Cash 

Repurchase Offer, SSF III will 

repurchase Units tendered on a pro rata 

basis.10 The Individual General 

Partners, Adviser and Principals will 

not participate in the Cash Repurchase 

Offer. Applicants believe that any nonQualified Purchaser Unit Holder who 

tenders Units in the Cash Repurchase 

Offer will be able to receive cash for all 

Units tendered. The Adviser and two of 

its Principals, Austin Marxe and David 

Greenhouse (in their individual 

capacities), will participate in the 

Exchange Tender Offer in the same 

proportion as the Limited Partners after 

giving effect to the Cash Repurchase 

Offer, that is, they will exchange Units 

in the same proportion as the Units held 

by all Limited Partners (other than Mr. 

Greenhouse) are exchanged, subject to 

the Adviser and the Individual General 

Partners holding collectively at least 1% 

of SSF III’s outstanding Units. Making 

the Transaction Participation 

Assumptions, following the 

Transaction, the Adviser and the 

Principals collectively would own 

approximately 7.7% of SSF III’s 

outstanding Units. 

7. Applicants propose for the Offers to 

begin on November 17, 2005, and expire 

on December 16, 2005. For purposes of 

both Offers, the NAV of SSF III’s Units 

would be determined on the Valuation 

Date. Applicants intend to complete the 

Transaction on December 31, 2005, and 

to distribute proceeds of the Cash 

Repurchase Offer by January 6, 2006. 

Any and all costs and expenses incurred 

by SSF III in connection with the Cash 

Repurchase Offer will be incurred 

before SSF III calculates its NAV, and 

therefore will be reflected in the NAV, 

on the Valuation Date. All expenses 

associated with the Transaction will be 

paid by the Adviser or SSF QP. No 

repurchase fees, brokerage commissions, 

fees or other remuneration will be paid 

by SSF III, SSF QP or any Unit holder 

in connection with the Transaction. The 

Transaction will not be consummated 

until the Commission has issued an 

order relating to the application. 

Applicants have agreed not to make any 

material changes to the Transaction 

without prior approval of the 

Commission or its staff. 

8. On May 2, 2005, the Board, 

including a majority of the Individual 

General Partners who are not 

‘‘interested persons,’’ as defined in 

section 2(a)(19) of the Act 

(‘‘Independent General Partners’’), 

approved the Transaction on behalf of 

SSF III, subject to the Commission 

issuing an order pursuant to the 

application. Prior to approving the 

Transaction, the Board considered other 

alternatives. Specifically, the Board 

considered converting SSF III into a 

‘‘regulated investment company’’ under 

the Internal Revenue Code of 1986, as 

amended, but rejected the alternative as 

inconsistent with its operations, 

including its treatment of operating 

losses and net capital losses. The Board 

also considered liquidating SSF III, but 

rejected the alternative in light of, 

among other things, the likelihood of 

liquidation causing Limited Partners to 

recognize taxable gain. In approving the 

Transaction, the Board concluded that: 

(a) The Transaction is consistent with 

the policies of SSF III, as recited in its 

registration statement, (b) the terms of 

the Transaction, including the 

consideration to be received by the 

Funds, are reasonable and fair and do 

not involve overreaching on the part of 

any person concerned, and (c) 

participation in the Transaction is in the 

best interests of SSF III and its Limited 

Partners, and the interests of existing 

Limited Partners of SSF III will not be 

diluted as a result of the Transaction. 

Applicants state that the Board, in 

reaching its conclusions, considered 

that SSF III is likely to be significantly 

smaller after the Transaction and that 

there may, as a result, be a material 

increase in SSF III’s expense ratio. The 

Applicants estimate, making the 

Transaction Participation Assumptions 

and assuming the transactions were 

consummated on December 31, 2003, 

that the fees and expenses of SSF III 

(excluding any incentive allocation to 

the Adviser but including all other fees) 

for the calendar year ended December 

31, 2004 would have been 1.57% of 

average net assets, rather than 0.84% of 

average net assets. Although this 

relative increase in SSF III’s expense 

ratio of 0.73% may be material, the 

Applicants state that the Board believes 

that the benefits of the Transaction to all 

Partners (including the continued 

service of the Adviser) outweigh the 

burden of any such increase in SSF III’s 

expense ratio. 

Applicants’ Legal Analysis 

1. Section 17(a) of the Act prohibits 

any affiliated person of a registered 

investment company, or any affiliated 

person of that person (‘‘second tier 

affiliate’’), acting as principal, from 

selling to or purchasing from the 

registered investment company any 

security or other property. Section 

2(a)(3) of the Act defines an ‘‘affiliated 

person’’ as, among other things, any 

person directly or indirectly owning, 

controlling or holding with power to 

vote 5% or more of the outstanding 

voting securities of the other person; 

any person controlling, controlled by or 

under common control with the other 

person; any officer, director, partner, 

copartner or employee of the other 

person; and, if the other person is an 

investment company, its investment 

adviser. Section 2(a)(9) of the Act 

defines control to mean the power to 

exercise a controlling influence over the 

management or policies of a company. 

Applicants state that the Adviser and 

Principals may each be deemed to be an 

affiliated person of SSF III and SSF QP, 

and that SSF III and SSF QP may be 

deemed to be affiliated persons of each 

other as both are under common control 

of the Adviser and the Principals. 

Applicants also state that to the extent 

that an Exchanging Holder owns 5% or 

more of the outstanding Units of SSF III, 

the Exchanging Holder could be deemed 

to be an affiliated person of SSF III 

(such Exchanging Holder, a ‘‘5% 

Affiliate’’), and a second tier affiliate of 

SSF QP. Thus, applicants state, section 

17(a) of the Act may prohibit the 

Adviser, Principals and 5% Affiliates 

from purchasing Units of SSF QP from 

SSF III, and prohibit SSF QP from 

purchasing portfolio securities of SSF III 

in exchange for SSF QP Units. 

Federal Register / Vol. 70, No. 215 / Tuesday, November 8, 2005 / Notices 67765 

11SSF QP has the same policies and procedures, 

and will employ the same methodologies to 

compute its NAV, as SSF III. 

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

2 17 CFR 240.19b–4. 

3See Form 19b–4 dated September 21, 2005, 

which replaced the original filing in its entirety 

(‘‘Amendment No. 1’’). 

4Amendment No. 2 corrected technical errors in 

the proposed rule text. 

5Amendment No. 3 incorporated certain 

proposed revisions to Amex Rules 936 and 936—

ANTE contained in Amendment No. 1 to Amex 

Rules 936C and 936C—ANTE and corrected an 

error in the proposed rule text of Amex Rules 936C 

and 936C—ANTE. 

2. Section 17(b) of the Act authorizes 

the Commission to exempt a transaction 

from the provisions of section 17(a) if 

the terms of the transaction, including 

the consideration to be paid or received, 

are reasonable and fair and do not 

involve overreaching on the part of any 

person concerned and the proposed 

transaction is consistent with the 

policies of each registered investment 

company concerned and with the 

general purposes of the Act. Applicants 

submit that the Transaction has been 

approved by the Board, including a 

majority of the Independent General 

Partners, is reasonable and fair to SSF 

III and its Unit holders and meets the 

requirements of section 17(b) of the Act. 

Applicants state that the Transaction 

will not result in dilution to Unit 

holders of SSF III because (a) it will be 

effected at the NAV of SSF III’s Units, 

which NAV will be calculated in 

accordance with SSF III’s policies and 

procedures, as set forth in its 

registration statement, and computed 

using the same methodologies that SSF 

III has used to calculate its NAV in 

connection with each routine 

repurchase offer since its inception,11

and (b) it will involve a pro rata transfer 

of SSF III’s portfolio securities to SSF 

QP. Applicants further state that, prior 

to the Transaction, any Limited Partner 

not wishing to remain invested in SSF 

III or become invested in SSF QP will 

be able to have his or her Units 

repurchased for cash at the NAV of the 

Units, and all expenses of the 

Transaction will be paid by the Adviser 

or SSF QP, including the cost of 

separating SSF III’s portfolio between 

SSF III and SSF QP in the Transaction. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. The Exchange Tender Offer will be 

effected at the NAV of SSF III’s Units 

determined in accordance with its 

registration statement under the Act. 

2. The sale of portfolio securities by 

SSF III to SSF QP in the Transaction 

will comply with the terms of rule 17a–

7(c), (d) and (f) under the Act. 

3. At its next regular meeting 

following the Transaction, the Board of 

SSF III, including a majority of the 

Independent General Partners, will 

determine whether the Units were 

valued in accordance with condition 1 

above. 

4. SSF III will maintain and preserve 

for a period of not less than six years 

from the end of the fiscal year in which 

the Transaction occurs, the first two 

years in an easily accessible place, a 

written record of the Transaction setting 

forth a description of each security 

transferred, the terms of the 

Transaction, and the information or 

materials upon which the determination 

required by condition 3 was made. 

5. In the Transaction, the portfolio 

securities will be distributed by SSF III 

to SSF QP on a pro rata basis, except 

that cash may be distributed in lieu of 

fractional shares. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–22163 Filed 11–7–05; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

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 meeting during 

the week of November 7, 2005: 

A Closed Meeting will be held on 

Thursday, November 10, 2005 at 10 a.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters may also be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(5), (6), (7), (9)(B), and 

(10) and 17 CFR 200.402(a)(5), (6), (7), 

9(ii) and (10) permit consideration of 

the scheduled matters at the Closed 

Meeting. 

Commissioner Glassman, as duty 

officer, voted to consider the items 

listed for the closed meeting in closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Thursday, 

November 10, 2005 will be: 

Formal orders of investigations; 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

Opinion; and a 

Regulatory matter bearing 

enforcement implications. 

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) 551–5400. 

Dated: November 3, 2005. 

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–22292 Filed 11–3–05; 4:11 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52718; File No. SR–Amex–

2005–060] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of Proposed Rule Change and 

Amendments Nos. 1, 2, and 3 Thereto 

Relating to Amendments to the 

Obvious Error Rules 

November 2, 2005. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on May 31, 

2005, the American Stock Exchange LLC 

(‘‘Amex’’ or ‘‘Exchange’’) 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 by the Exchange. On 

September 21, 2005, the Amex 

submitted Amendment No. 1 to the 

proposed rule change.3 On October 4, 

2005, the Amex submitted Amendment 

No. 2 to the proposed rule change.4 On 

October 27, 2005, the Amex submitted 

Amendment No. 3 to the proposed rule 

change.5 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 

The Amex proposes to: (i) Amend the 

equity and index options obvious error 

rules to revise the manner in which an 

obvious price error is determined for 

both equity and index options; (ii)