12806 Federal Register / Vol. 60, No. 45 / Wednesday, March 8, 1995 / Notices

companies) and a schedule setting forth

the number and date of each installment

payment.

For the Commission, by the Division of

Investment, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–5583 Filed 3–7–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20932; 812–9454]

Dean Witter Select Equity Trust, et al.

March 1, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Dean Witter Select Equity

Trust and Dean Witter Reynolds Inc.

(‘‘Dean Witter’’).

RELEVANT ACT SECTIONS: Order requested

under sections 6(c) and 17(b) of the Act

that would exempt applicants from

section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit a terminating

series of a unit investment trust to sell

portfolio securities to a new series of the

trust.

FILING DATE: The application was filed

on January 26, 1995 and amended on

February 16, 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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

March 27, 1995 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 SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street NW., Washington, DC 20549.

Applicants, c/o Dean Witter Reynolds

Inc., Unit Trust Department, Two World

Trade Center, New York, NY 10048,

Attn.: Thomas Hines.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942–0573, 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 from the SEC’s

Public Reference Branch.

Applicants’ Representations

1. Dean Witter Select Equity Trust, a

unit investment trust registered under

the Act, consists of several series (each

a ‘‘Series’’). All of the Series currently

outstanding are Select 10 Series (‘‘Select

10 Series’’). Dean Witter is the Series’

sponsor. Applicants request that the

relief sought herein apply to future

Series for which Dean Witter serves as

sponsor.

2. The investment objective of each

Selection 10 Series is to seek a greater

total return than the stocks comprising

the entire related index (e.g., the Dow

Jones Industrial Average, the Hang Seng

Index, or the Financial Times Ordinary

Share Index) (each an ‘‘Index’’). Each

Select 10 Series acquires approximately

equal values of the tens stocks in the

Index having the highest dividend

yields as of a specified date, and holds

those stocks for approximately one year.

Dean Witter intends that, as each Select

10 Series terminates, a new Series based

on the appropriate Index will be offered

for the next year.

3. Each Series has a contemplated

date (a ‘‘Rollover Date’’) on which

holders of units in that Series (a

‘‘Rollover Series’’) may at their option

redeem their units in the Rollover Series

and receive in return units of a

subsequent Series of the same type (a

‘‘New Series’’) which is created on or

about the Rollover Date, and has a

portfolio which contains securities

(‘‘Qualified Securities’’) which are (i)

actively traded (i.e., have had an average

daily trading volume in the preceding

six months of at least 500 shares equal

in value to at least 25,000 United States

dollars) on an exchange (a ‘‘Qualified

Exchange’’) which is either (a) a

national securities exchange which

meets the qualifications of section 6 of

the Securities Exchange Act of 1934 or

(b) a foreign securities exchange which

meets the qualifications set out in the

proposed amendment to rule 12d3–

1(d)(6) under the Act as proposed by the

SEC and which releases daily closing

prices, and (ii) included in an Index.

4. There is normally some overlap

from one year to the next in the stocks

having the highest dividend yields in an

Index and, therefore, between the

portfolio of a Rollover Series and the

New Series. In the case of the Select 10

Industrial Portfolio 94–1 as compared to

the Select 10 Industrial Portfolio 95–1,

eight of the ten securities were identical.

In connection with its termination,

Series 94–1 sold all of its securities on

the New York Stock Exchange as

quickly as practicable. Likewise, the

portfolio of Series 95–1 was acquired in

purchase transactions on the New York

Stock Exchange. This procedure creates

brokerage commissions on portfolio

securities of the same issue that are

borne by the holders of units of both the

Rollover Series and the New Series.

Applicants, therefore, request an

exemptive order to permit any Rollover

Series to sell portfolio securities to a

New Series and a New Series to

purchase those securities.

5. In order to minimize overreaching,

applicants agree that Dean Witter will

certify in writing to the trustee, within

five days of each sale from a Rollover

Series to a New Series, (a) that the

transaction is consistent with the policy

of both the Rollover Series and the New

Series, as recited in their respective

registration statements and reports filed

under the Act, (b) the date of such

transaction, and (c) the closing sales

price on the Qualified Exchange for the

sale date of the securities subject to such

sale. The trustee will then countersign

the certificate, unless, in the unlikely

event that the trustee disagrees with the

closing sales price listed on the

certificate, the trustee immediately

informs Dean Witter orally of any such

disagreement and returns the certificate

within five days to Dean Witter with

corrections duly noted. Upon Dean

Witter’s receipt of a corrected certificate,

if Dean Witter can verify the corrected

price by reference to an independently

published list of closing prices for the

date of the transactions, Dean Witter

will ensure that the price of units of the

New Series, and distributions to holders

of the Rollover Series with regard to

redemption of their units or termination

of the Rollover Series, accurately reflect

the corrected price. To the extent that

Dean Witter disagrees with the trustee’s

corrected price, Dean Witter and the

trustee will jointly determine the correct

sales price by reference to a mutually

agreeable, independently published list

of closing sales prices for the date of the

transaction.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

makes it unlawful for an affiliated

person of a registered investment

company to sell securities to or

purchase securities from the company.

Investment companies under common

control may be considered affiliates of

one another. The Series may be under

common control because they have

Dean Witter as a sponsor.
Federal Register / Vol. 60, No. 45 / Wednesday, March 8, 1995 / Notices 12807

1The ‘‘General Partner’’ refers to applicant or

another wholly-owned subsidiary of ML&Co. in its

role as the general partner of a Partnership or the

functional equivalent with respect to any

Partnership organized as a business trust or limited

liability company.

2. Pursuant to section 17(b), the SEC

may exempt a proposed transaction

from section 17(a) if evidence

establishes that: (a) The terms of the

proposed transaction are reasonable and

fair and do not involve overreaching; (b)

the proposed transaction is consistent

with the policy of each registered

investment company concerned; and (c)

the proposed transaction is consistent

with the general purposes of the Act.

Under section 6(c), the SEC may exempt

classes of transactions if and to the

extent that such exemption is necessary

or appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act. Applicants believe that the

proposed transactions satisfy the

requirements of sections 6(c) and 17(b).

3. Rule 17a–7 under the Act permits

registered investment companies that

might be deemed affiliates solely by

reason of 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. 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. A unit

investment trust does not have a board

of directors and, therefore, may not rely

on the rule. Applicants represent that

they will comply with all of the

provisions of rule 17a–7, other than

paragraph (e).

4. Applicants represent that purchases

and sales between Series will be

consistent with the policy of each

Series, as only securities that would

otherwise be bought and sold on the

open market pursuant to the policy of

each Series will be involved in the

proposed transactions. Applicants

further believe that the current practice

of buying and selling on the open

market leads to unnecessary brokerage

fees on sales of securities and is

therefore contrary not only to the

policies of the Series but to the general

purposes of the Act.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. Each sale of Qualified Securities by

a Rollover Series to a New Series will

be effected at the closing price of the

securities sold on a Qualified Exchange

on the sale date, without any brokerage

charges or other remuneration except

customary transfer fees, if any.

2. The nature and conditions of such

transactions will be fully disclosed to

investors in the appropriate prospectus

of each future Rollover Series and New

Series.

3. The trustee of each Rollover Series

and New 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 Series and (b) make such changes

to the procedures as the trustee deems

necessary that are reasonably designed

to comply with paragraphs (a) through

(d) of rule 17a–7.

4. A written copy of these procedures

and a written record of each transaction

pursuant to this order will be

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

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–5582 Filed 3–7–95; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

20937; 813–136]

EIP Inc.; Notice of Application

March 2, 1995.

AGENCY: Securities and Exchange

Commission (the ‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: EIP Inc.

RELEVANT ACT SECTIONS: Applicant seeks

a conditional order under sections 6(b)

and 6(e) granting an exemption from all

the provisions of the Act, and the rules

thereunder, except section 9, certain

provisions of section 17 and the related

rules thereunder, and sections 36

through 53, and the rules thereunder.

SUMMARY OF APPLICATION: Applicant

seeks to form limited partnerships (the

‘‘Partnerships’’) of which it will be the

general partner and which will be

employees’ securities companies within

the meaning of section 2(a)(13) of the

Act, and to engage in certain affiliated

and joint transactions with the

Partnerships.

FILING DATES: The application was filed

on September 1, 1994, and amended on

November 1, 1994, January 13, 1995,

and February 15, 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

March 27, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicant, South Tower, World

Financial Center, 225 Liberty Street,

New York, New York 10080–6123.

FOR FURTHER INFORMATION CONTACT:

James J. Dwyer, Staff Attorney, at (202)

942–0581, or C. David Messman, 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 a Delaware

corporation and an indirect whollyowned subsidiary of Merrill Lynch &

Co., Inc. (‘‘ML&Co.’’). ML&Co. is a

diversified financial services holding

company that through its subsidiaries

provides investment, financing,

insurance, and related services. Merrill

Lynch, Pierce, Fenner & Smith

Incorporated (‘‘Merrill Lynch’’),

ML&Co.’s principal sudsidiary, is a

registered broker-dealer. ML&Co. and its

affiliated companies are herein referred

to as the ‘‘ML Group.’’

2. Applicant or another direct or

indirect wholly-owned subsidiary of

ML&Co. formed for such purpose will

be the ‘‘General Partner’’ of each of the

Partnerships.1 The General Partner

proposes to establish Partnerships from

time to time for the benefit of highly

compensated key employees of the ML

Group. The Partnerships will be part of

a program designed to create capital

buildings opportunities competitive

with those at other investment banking

firms for ML&Co.’s professionals and

managers and to facilitate its

recruitment of professionals and

managers. Each Partnership will operate

as a non-diversified closed-end

management investment company and

will meet the definition of an