51870 Federal Register / Vol. 73, No. 173 / Friday, September 5, 2008 / Notices 

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

UBS Health Sciences Fund, L.L.C. [File 

No. 811–9985] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On June 19, 2008, 

applicant made a final liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $11,045 

incurred in connection with the 

liquidation were paid by applicant. 

Filing Dates: The application was 

filed on June 30, 2008 and amended on 

August 15, 2008. 

Applicant’s Address: c/o UBS 

Financial Services, Inc., 51 West 52nd 

St., New York, NY 10019. 

IQ Tax Advantaged Dividend Income 

Fund Inc. [File No. 811–21555]; S&P 

500 GEAREDSM Fund V Inc. [File No. 

811–21692]; NASDAQ–100 GEAREDSM 

Fund Inc. [File No. 811–21693]; S&P 

500 GEAREDSM Fund II Inc. [File No. 

811–21794] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. Applicants 

have never made a public offering of 

their securities and do not propose to 

make a public offering or engage in 

business of any kind. 

Filing Date: The applications were 

filed on July 24, 2008. 

Applicants’ Address: 2 World 

Financial Center, 7th Floor, 225 Liberty 

St., New York, NY 10281. 

Eaton Vance Prime Rate Reserves [File 

No. 811–5808]; EV Classic Senior 

Floating-Rate Fund [File No. 811–7946]; 

Eaton Vance Advisers Senior FloatingRate Fund [File No. 811–8671]; Eaton 

Vance Institutional Senior FloatingRate Fund [File No. 811–9249] 

Summary: Each applicant, a closedend investment company, seeks an 

order declaring that it has ceased to be 

an investment company. On March 14, 

2008, each applicant transferred its 

assets to Eaton Vance Floating-Rate 

Advantage Fund, a series of Eaton 

Vance Mutual Funds Trust, based on net 

asset value. Expenses of $240,232, 

$238,662, $88,464 and $30,397, 

respectively, incurred in connection 

with the reorganizations were paid by 

applicants. 

Filing Date: The applications were 

filed on July 23, 2008. 

Applicants’ Address: The Eaton 

Vance Building, 255 State St., Boston, 

MA 02109. 

Sage Life Investment Trust [File No. 

811–8623] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On May 29, 2003, 

Applicant’s board of directors approved 

Applicant’s liquidation. On May 30, 

2003, Applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of 

$35,050.15 incurred in connection with 

the liquidation were paid by Applicant 

and its investment advisor, Sage 

Advisors, Inc. Applicant has no assets 

or liabilities and is not now engaged, or 

intending to engage, in any business 

activities other than those necessary for 

winding up its affairs. 

Filing Dates: The application was 

filed on December 24, 2003, and 

amended on June 24, 2008. 

Applicant’s Address: 175 King Street, 

Armonk, New York, 10504. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20550 Filed 9–4–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Continental Beverage 

and Nutrition, Inc.; Order of 

Suspension of Trading 

September 3, 2008. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Continental 

Beverage and Nutrition, Inc. 

(‘‘Continental’’) because it has not filed 

any periodic reports since it filed a 

Form 10–QSB for the period ended 

November 30, 2006. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of Continental. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of Continental is suspended 

for the period from 9:30 a.m. EDT on 

September 3, 2008, through 11:59 p.m. 

EDT on September 16, 2008. 

By the Commission. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20707 Filed 9–3–08; 11:15 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58436; File No. SR–DTC–

2008–11] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing of a Proposed Rule Change To 

Implement a New Service to Allow 

Issuers To Track and Limit the Number 

of Beneficial Owners for an Individual 

CUSIP 

August 27, 2008. 

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

Securities Exchange Act of 1934 

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

August 6, 2008, The Depository Trust 

Company (‘‘DTC’’) 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 primarily by DTC. 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 purpose of the rule change is to 

implement a new service that will allow 

issuers, either themselves or through an 

issuer-designated administrator, to track 

and limit the number of beneficial 

owners for an individual CUSIP. This 

service would be called the Security 

Holder Tracking Service (‘‘SH Tracking 

Service’’). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

DTC 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. DTC 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 

1. Background 

A group of investment banks 

requested that DTC assist them in 

providing greater liquidity and access to 

capital for securities of closely held 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 73, No. 173 / Friday, September 5, 2008 / Notices 51871 

2Among the securities at issue are those that are 

commonly referred to as ‘‘Rule 144A securities.’’

These securities are transacted pursuant to the 

terms of Rule 144A (17 CFR 230.144A), which 

provides a safe harbor from the registration 

requirements of Section 5 of the Securities Act of 

1933. 15 U.S.C. 77e. 

3 Issuers must control the number of beneficial 

owners pursuant to certain regulatory registration 

and reporting requirements. In order for issuers to 

be able to avoid the periodic reporting requirements 

imposed by the Act they must not have more than 

500 beneficial owners. 15 U.S.C. 78l(g), 15 U.S.C. 

78m(a), 15 U.S.C. 78o(d). 

4 DTC already allows Rule 144A securities that 

are not investment grade rated debt to be eligible 

for deposit, book-entry delivery, and other 

depository services only if the Rule 144A securities 

are designated for inclusion in a system of a selfregulatory organization approved by the 

Commission for the reporting of quotation and trade 

information of Rule 144A transactions (‘‘SRO 

system’’). Securities Exchange Act Release No. 

33327 (Dec. 13, 1993); 58 FR 67878 (Dec. 22, 1993). 

5 DTC anticipates that this instruction will come 

from the underwriter at the time of the initial 

distribution at DTC. 

6 DTC anticipates that the issuer’s transfer agent 

will serve as its administrator. 7 15 U.S.C. 78q–1. 

issuers that are traded in private 

equities markets.2 Specifically, this 

group asked DTC to build a system that 

would allow these closely held 

securities to be eligible for DTC’s 

depository services while allowing the 

issuer, typically through an agent, to 

monitor and control the number and 

character (e.g., qualified institutional 

buyers or ‘‘QIBs’’) of beneficial owners 

of its securities.3 Currently, the 

processing and settlement of 

transactions of such issues is 

accomplished in a physical 

environment outside DTC.4

2. Proposed Rule Change 

DTC proposes to implement its new 

SH Tracking Service that would 

facilitate the book-entry settlement and 

asset servicing for securities that are 

privately transacted. This service would 

allow issuers to track and limit the 

number of beneficial owners of its 

securities (‘‘Tracked Securities’’). 

The eligibility process for a Tracked 

Security to be made and remain DTCeligible would not change from DTC’s 

current process. However, under the 

new proposed system, DTC would be 

requested in writing to set up a specific 

CUSIP for tracking such securities 5 and 

would be notified who will perform the 

function of the issuer’s administrator for 

the CUSIP in the SH Tracking Service.6

Upon receipt of all of such 

documentation, DTC would make the 

CUSIP DTC-eligible and would activate 

the tracking indicator on its security 

master file. Additionally, once it is 

made eligible, DTC would perform asset 

servicing for the issue. 

The issuer’s administrator would 

control movements of the particular 

CUSIP for which it had been appointed. 

Once the tracking indicator has been 

activated on the master file and the 

Administrator has been appointed, no 

transfer of the securities would take 

place in the Tracked Security without 

the approval of the administrator 

through DTC’s Inventory Management 

System (‘‘IMS’’). The administrator, 

based on requirements of the issuer, 

would be solely responsible for 

determining whether a transaction 

should be effected in DTC. Once 

approved by the administrator, DTC 

would perform centralized book-entry 

settlement. IMS would only allow an 

administrator access to view and 

approve transactions for CUSIPs for 

which it had been appointed 

administrator as reflected in DTC’s 

records. 

Because DTC would be relying solely 

on the instructions of the administrator 

in order to effect settlement in Tracked 

Securities and would have no 

knowledge of the number or character of 

the underlying beneficial owners, use of 

the SH Tracking Service by any party 

would constitute an agreement that DTC 

shall not be liable for any loss or 

damages related to the use of the SH 

Tracking System. Each user of the SH 

Tracking Service would agree to 

indemnify and hold harmless DTC and 

its affiliates from and against any and all 

losses, damages, liabilities, costs, 

judgments, charges, and expenses 

arising out of or relating to the use of the 

SH Tracking Service. 

The Tracked Securities would not be 

held as part of a Participant’s general 

free account and would not be 

considered eligible collateral in DTC’s 

settlement system. 

Although the SH Tracking Service 

was developed to address the specific 

concerns of Rule144A securities, in 

practice DTC envisions that it could be 

utilized for other types of securities for 

which the number or character of the 

beneficial owners requires some level of 

control. 

3. Fees 

In an effort to recover the costs of 

building the SH Tracking Service, DTC 

proposes the following fees to be added 

to its Fee Schedule: 

• $25,000 per CUSIP for SH Tracking 

Services. 

• $5 per delivery and receive for 

Tracked Securities. 

• $5 per receive and delivery for 

reclaims of Tracked Securities. 

DTC believes that the proposed rule 

change is consistent with the 

requirements of section 17A of the Act 7

and the rules and regulations 

thereunder as it allows for more 

efficient processing of transactions that 

are currently being effected outside of 

DTC by physical processing. Therefore, 

it will not adversely affect the 

safeguarding of funds or securities in 

DTC’s custody and control or for which 

it is responsible. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

DTC does not believe that the 

proposed rule change will have any 

impact, or impose any burden, on 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

DTC has not solicited or received 

written comments relating to the 

proposed rule change. DTC will notify 

the Commission of any written 

comments it receives. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within thirty-five 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 

ninety 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, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml) or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

No. SR–DTC–2008–11 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

mstockstill on PROD1PC66 with NOTICES

51872 Federal Register / Vol. 73, No. 173 / Friday, September 5, 2008 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 57965 

(June 16, 2008), 73 FR 35178 (June 20, 2008) (File 

No. SR–NASDAQ–2006–060); and 57973 (June 16, 

2008), 73 FR 35430 (June 23, 2008) (File No. SR–

NASDAQ–2008–050). 

4See Securities Exchange Act Release No. 57966 

(June 16, 2008), 73 FR 35182 (June 20, 2008) (File 

No. SR–NYSE–2007–04). 

5The Exchange notes that it will make the NYSE 

Arca Realtime Reference Prices available to vendors 

no earlier than it makes those prices available to the 

processor under the CTA Plan. 

All submissions should refer to File No. 

SR–DTC–2008–11. This file number 

should be included on the subject line 

if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). 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, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. to 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

DTC’s principal office and on DTC’s 

Web site at http://www.dtcc.com/legal/ 

rule_filings/dtc/2008.php. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File No. 

SR–DTC–2008–11 and should be 

submitted on or before September 26, 

2008. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–20612 Filed 9–4–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58444; File No. SR–

NYSEArca–2008–96] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and Order 

Granting Accelerated Approval of 

Proposed Rule Change To Establish 

NYSE Arca Realtime Reference Prices 

Service 

August 29, 2008. 

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 August 

28, 2008, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons, and is 

approving the proposal on an 

accelerated basis. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to establish a 

pilot test NYSE Arca Realtime Reference 

Prices service. This new NYSE Arcaonly market data service allows a 

vendor to redistribute on a real-time 

basis last sale prices of transactions that 

take place on the Exchange (‘‘NYSE 

Arca Realtime Reference Prices’’) and to 

establish a flat monthly fee for that 

service. There is no new rule text. 

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 

self-regulatory organization 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 those statements may be examined at 

the places specified in Item III below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

i. The Service. The Exchange proposes 

to conduct a pilot program that will 

allow the Exchange to test the viability 

of NYSE Arca Realtime Reference 

Prices. The Exchange intends for the 

NYSE Arca Realtime Reference Prices 

service to accomplish three goals: 

1. To provide a low-cost service that 

will make real-time prices widely 

available to millions of casual investors; 

2. To provide vendors with a real-time 

substitute for delayed prices; and 

3. To relieve vendors of 

administrative burdens. 

This pilot program is similar to pilot 

programs that the Nasdaq Stock Market, 

Inc. (‘‘Nasdaq’’) 3 and the New York 

Stock Exchange LLC (‘‘NYSE’’) 4

recently established. 

During the pilot program, the NYSE 

Arca Realtime Reference Prices service 

would allow Internet service providers, 

traditional market data vendors, and 

others (‘‘NYSE Arca-Only Vendors’’) to 

make available NYSE Arca Realtime 

Reference Prices on a real-time basis.5

The NYSE Arca Realtime Reference 

Price information would include last 

sale prices for all securities that trade on 

the Exchange. It would include only 

prices. It would not include the size of 

each trade and would not include bid/ 

asked quotations. 

The product responds to the 

requirements for distribution of realtime last sale prices over the Internet for 

reference purposes, rather than as a 

basis for making trading decisions. The 

Exchange contemplates that Internet 

service providers with a substantial 

customer base and traditional vendors 

with large numbers of less active 

investors are potential subscribers to 

NYSE Arca Realtime Reference Prices. 

During the pilot period, the Exchange 

will not permit NYSE Arca-Only 

Vendors to provide NYSE Arca Realtime 

Reference Prices in a context in which 

a trading or order-routing decision can 

be implemented unless the NYSE ArcaOnly Vendor also provides consolidated 

displays of Network A last sale prices 

available in an equivalent manner, as 

Rule 603(c)(1) of Regulation NMS 

requires. 

The service eliminates some of the 

administrative burdens associated with 

the current distribution of real-time 

CTA prices. It features a flat, fixed 

monthly vendor fee, no user-based fees, 

no vendor reporting requirements, and 

no professional or non-professional 

subscriber agreements. It will make 

NYSE Arca Realtime Reference Prices 

widely available and without charge to 

an unlimited number of casual 

investors. 

ii. The Fees. For the duration of the 

pilot program, the Exchange proposes to 

establish a monthly flat fee that will 

entitle an NYSE Arca-Only Vendor to 

receive access to the NYSE Arca 

mstockstill on PROD1PC66 with NOTICES