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67762 Federal Register / Vol. 70, No.

215 / Tuesday, November 8, 2005 / Notices

the focus of these meetings will be speaking time will not be taken. Summary of Application: Applicants
discussion of working group findings Speakers are requested to bring extra request an order to permit certain
and recommendations. The Panel copies of their comments and purchase and sale transactions in
welcomes oral public comments at any presentation slides for distribution to connection with a proposed division of
of these meetings and has reserved one the Panel at the meeting. Speakers a registered closed-end management
hour for this purpose at each meeting. wishing to use a Power Point investment company into two separate
Members of the public wishing to presentation must e-mail the companies (the ‘‘Transaction’’).
address the Panel during the meeting presentation to Ms. Terry one week in Filing Dates: The application was
must contact Ms. Anne Terry, in writing, advance of the meeting. filed on May 19, 2005, and amended on
as soon as possible to reserve time (see Written Comments: Although written November 2, 2005.
contact information above). comments are accepted until the date of Hearing or Notification of Hearing: An
(b) Posting of Draft Reports: Members the meeting (unless otherwise stated), order granting the application will be
of the public are encouraged to regularly written comments should be received by issued unless the Commission orders a
visit the Panel’s Web site for draft the Panel Staff at least one week prior hearing. Interested persons may request
reports. Currently, the working groups to the meeting date so that the a hearing by writing to the
are staggering the posting of various comments may be made available to the Commission’s Secretary and serving
sections of their draft reports at http:// Panel for their consideration prior to the applicants with a copy of the request,
www.acqnet.gov/aap under ‘‘Working meeting. Written comments should be personally or by mail. Hearing requests
Group Reports.’’ supplied to the DFO at the address/ should be received by the Commission
(c) Availability of Materials for the contact information given in this FR by 5:30 p.m. on November 25, 2005, and
Meetings: Please see the Panel’s Web Notice in one of the following formats should be accompanied by proof of
site for any available materials, (Adobe Acrobat, WordPerfect, Word, or service on the applicants, in the form of
including draft agendas and minutes Rich Text files, in IBM–PC/Windows an affidavit or, for lawyers, a certificate
(http://www.acqnet.gov/aap). 98/2000/XP format). of service. Hearing requests should state
Questions/issues of particular interest to the nature of the writer’s interest, the
the Panel are also available to the public Please note: Since the Panel operates under
the provisions of the Federal Advisory reason for the request, and the issues
on this Web site on its front page, Committee Act, as amended, all public contested. Persons may request
including ‘‘Questions for Government presentations will be treated as public notification of a hearing by writing to
Buying Agencies,’’ ‘‘Questions for documents and will be made available for the Commission’s Secretary.
Contractors that Sell Commercial Goods public inspection, up to and including being ADDRESSES: Secretary, U.S. Securities
or Services to the Government,’’ posted on the Panel’s Web site.
and Exchange Commission, 100 F
‘‘Questions for Commercial (e) Meeting Accommodations: Street, NE., Washington, DC 20549–
Organizations,’’ and an issue raised by Individuals requiring special 0609. Applicants, c/o Austin W. Marxe,
one Panel member regarding the rules of accommodation to access the public MGP Advisers Limited Partnership, 153
interpretation and performance of meetings listed above should contact East 53rd Street, 55th Floor, New York,
contracts and liabilities of the parties Ms. Auletta at least five business days NY 10022.
entitled ‘‘Proposal for Public prior to the meeting so that appropriate
Comment.’’ The Panel encourages the FOR FURTHER INFORMATION CONTACT:
arrangements can be made. Bruce R. MacNeil, Senior Counsel (202–
public to address any of these
questions/issues when presenting either Laura Auletta, 551–6817), or Stacy L. Fuller, Branch
oral public comments or written Designated Federal Officer (Executive Chief (202–551–6821) (Office of
statements to the Panel. Director), Acquisition Advisory Panel. Investment Company Regulation,
(d) Procedures for Providing Public [FR Doc. 05–22238 Filed 11–7–05; 8:45 am] Division of Investment Management).
Comments: It is the policy of the Panel BILLING CODE 3110–01–P SUPPLEMENTARY INFORMATION: The
to accept written public comments of following is a summary of the
any length, and to accommodate oral application. The complete application
public comments whenever possible. SECURITIES AND EXCHANGE may be obtained for a fee from the
The Panel Staff expects that public COMMISSION Commission’s Public Reference Branch,
statements presented at Panel meetings 100 F Street, NE., Washington, DC
will be focused on the Panel’s statutory [Investment Company Act Release No. 20549–0102 (202–551–5850).
charter and working group topics, and 27140; 812–13190]
not be repetitive of previously Applicants’ Representations
Special Situations Fund III, L.P., et al., 1. SSF III, a Delaware limited
submitted oral or written statements,
Notice of Application partnership, is a closed-end
and that comments will be relevant to
the issues under discussion. November 2, 2005. management investment company that
Oral Comments: Speaking times will AGENCY: Securities and Exchange is registered under the Act and operates
be confirmed by Panel staff on a ‘‘first- Commission (‘‘Commission’’). as an ‘‘interval fund’’ under rule 23e–3
come/first-served’’ basis. To ACTION: Notice of application for an under the Act. Partnership interests
accommodate as many speakers as order under section 17(b) of the (‘‘Units’’) in SSF III are not registered
possible, oral public comments must be Investment Company Act of 1940 (the under the Securities Act of 1933 (‘‘1933
no longer than 10 minutes. Because ‘‘Act’’) for an exemption from section Act’’) and are sold in private offerings
Panel members may ask questions, 17(a) of the Act. pursuant to Regulation D under the
reserved times will be approximate. 1933 Act generally to ‘‘accredited
Interested parties must contact Ms. Applicants: Special Situations Fund investors,’’ as defined in Regulation D.
Anne Terry, in writing (via mail, e-mail, III, L.P. (‘‘SSF III’’), Special Situations Each investor in SSF III that pays the
or fax identified above for Ms. Terry) at Fund III QP, L.P. (‘‘SSF QP,’’ and Adviser an incentive allocation is also a
least one week prior to the meeting in together with SSF III, the ‘‘Funds’’) and ‘‘qualified client,’’ as defined in rule
order to be placed on the public speaker MGP Advisers Limited Partnership 205–3 under the Investment Advisers
list for the meeting. Oral requests for (‘‘Adviser’’). Act of 1940, as amended (‘‘Advisers

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

Act’’). Under SSF III’s fundamental partners of SSF QP may redeem their would be taxed as a publicly traded
policies and rule 23c–3, as well as its Units of SSF QP semi-annually on June partnership would be made by applying
partnership agreement (the ‘‘Partnership 30 and December 31 of each calendar a facts-and-circumstances test. To
Agreement’’), SSF III conducts semi- year, by providing written notice to the continue to rely on a safe harbor and
annual repurchase offers for between Adviser on or before June 15 or thereby avoid the uncertainty of a facts-
10% and 25% of outstanding Units, as December 15, respectively, of such and-circumstances test, SSF III may
determined by the individual general calendar year. The Adviser has the right amend its repurchase policies to, among
partners of SSF III (each, an ‘‘Individual to limit the aggregate redemptions of other things, reduce the repurchase offer
General Partner,’’ collectively, the Units of SSF QP by limited partners in amount on a semi-annual and annual
‘‘Board,’’ and the Board together with any semi-annual fiscal period to 10% of basis to, respectively, 5% and 10% of
the Adviser, the ‘‘General Partners’’), the outstanding Units at the last day of outstanding Units.6 Amending the
who are responsible for the overall the period (after the redetermination of repurchase policies as applicants intend
management and supervision of SSF III. Units to reflect SSF QP’s profit or loss to do to qualify for the safe harbor is not
SSF III may also sell Units to existing as of the end of such period). satisfactory to the largest Limited
Unit holders with a limited partnership 3. The Adviser, a Delaware limited Partners, all of whom are Qualified
interest (‘‘Limited Partners,’’ and partnership, is registered as an Purchasers, because of the resulting
together with the General Partners, investment adviser under the Advisers decrease in the liquidity of their Units.
‘‘Partners’’) and other investors in the Act. The Adviser is the investment 5. Applicants propose to conduct the
future. SSF III’s investment objectives adviser to the Funds. The Adviser is Transaction to divide SSF III into two
are to maximize long-term capital also a General Partner of SSF III and separate companies to accommodate the
appreciation by investing primarily in will be the general partner of SSF QP needs of the Qualified Purchaser Unit
equity securities and securities with upon completion of the Transaction. Holders and those Unit holders that are
equity features, which are traded on a AWM Investment Company, Inc. not Qualified Purchasers (‘‘non-
national securities exchange or Nasdaq. (‘‘AWM’’) is the general partner of the Qualified Purchaser Unit Holders’’).7
As of June 30, 2005, SSF III had Adviser and Austin W. Marxe, David Pursuant to the Transaction, SSF III
approximately 451 Unit holders (92% of Greenhouse and Adam Stettner are would conduct an exchange offer for the
whom were qualified purchasers, as limited partners of the Adviser (each, Units of Qualified Purchaser Unit
defined in section 2(a)(51) of the Act including AWM, a ‘‘Principal’’). The Holders in which they may tender their
(‘‘Qualified Purchasers,’’ and such Unit Adviser and Mr. Marxe each own a Units of SSF III and receive, in
holders, ‘‘Qualified Purchaser Unit general partnership interest in SSF III exchange, Units of SSF QP (‘‘Exchange
Holders’’)) and approximately $500 totaling in the aggregate approximately Tender Offer’’). The Exchange Tender
million in assets. SSF III’s fees and 7% of outstanding Units. The other Offer will not be a taxable transaction
expenses for the year ended December Principals each own a limited for the Funds. In the Transaction, (a)
31, 2004, as a percentage of average net partnership interest in SSF III totaling SSF III would accept from Qualified
assets, totaled 5.41% (including the approximately less than 1% of Purchaser Unit Holders who elect to
Adviser’s incentive allocation of 20% of outstanding Units. participate in the Exchange Tender
net profits).1 4. A provision in the applicable Offer (‘‘Exchanging Holders’’) Units of
2. SSF QP, a Delaware limited Treasury regulations,4 which has SSF III, (b) SSF III would transfer to SSF
partnership that was formed on May 17, allowed SSF III to operate as a registered QP, on a strict pro rata basis, portfolio
2005 to effect the Transaction is investment company but not be taxed as securities having a total net asset value
excluded from regulation under the Act a publicly traded partnership for federal (‘‘NAV’’) equal to the total NAV of the
pursuant to section 3(c)(7) of the Act.2 income tax purposes (‘‘Grandfather SSF III Units, as calculated on December
SSF QP has the same investment Clause’’), will expire on December 31, 30, 2005 (the ‘‘Valuation Date’’),
objectives as SSF III. SSF QP will have 2005.5 Unless SSF III satisfies a safe tendered in the Exchange Tender Offer,
no assets until after the consummation harbor in the Treasury regulations, any (c) SSF III would receive Units of SSF
of the Transaction. SSF QP will have the future determination of whether it QP having a total NAV equal to both the
same administration fee and incentive total NAV of the SSF III Units tendered
allocation structure as SSF III. (as defined below) fully participated in the by Exchanging Holders and the total
Exchange Tender Offer; (b) approximately 4.2% of NAV of the portfolio securities
Applicants estimate that the fees and the outstanding Units of SSF III (representing half
expenses for SSF QP (excluding any of the Units of non-Qualified Purchaser Unit transferred from SSF III to SSF QP,8 and
incentive allocation to the Adviser but Holders (as defined below)) participated in the Cash (d) SSF III would distribute the SSF QP
including all other fees) would have Repurchase Offer; (c) the Adviser did not Units to Exchanging Holders on a pro
participate in the Cash Repurchase Offer; (d) the rata basis.9
been on a pro forma basis approximately Adviser, and two Principals, Austin Marxe and
0.81% of average net assets for the David Greenhouse, participated in the Exchange 6. Simultaneous with the Exchange
calendar year ended December 31, Tender Offer in the same proportion as other Tender Offer, SSF III would conduct a
Limited Partners, as further described below; and
2004.3 Beginning June 30, 2006, limited (e) Adam Stettner, a Principal, did not participate 6 Changes to SSF III’s repurchase policies will be
in the Cash Repurchase Offer or the Exchange subject to the approval of a majority of the
1 Excluding the Adviser’s incentive allocation, Tender Offer. The net result of the Transaction outstanding Units held by Limited Partners after
SSF III’s fees totaled approximately .84% of average Participation Assumptions is that approximately completion of the Offers, as defined below.
net assets. The Adviser’s incentive allocation is 91.3% of SSF III’s outstanding Units would be 7 The Transaction is subject to the approval of a
subject to a high water mark. exchanged for Units of SSF QP, approximately majority of the outstanding Units held by Limited
2 SSF QP has been formed in compliance with, 4.5% would remain in SSF III, and approximately Partners.
and will be bound by the terms and conditions of, 4.2% would be repurchased for cash. There can be 8 SSF III is a Qualified Purchaser.
the application. no assurance that participation in the Cash 9 Limited Partners and General Partners that
3 For purposes of projecting the effects of the Repurchase Offer and the Exchange Tender Offer tender in the Exchange Tender Offer will receive,
Transaction, the Applicants have assumed the Cash will be similar to the Transaction Participation respectively, limited and general partnership Units
Repurchase Offer and the Exchange Tender Offer Assumptions. of SSF QP. The Adviser and two Principals will
4 26 CFR 1.7704–1.
(each as defined below) were consummated as participate in the Exchange Tender Offer, tendering
follows (collectively, the ‘‘Transaction Participation 5 A publicly traded partnership is generally taxed the same percentage of the Units they hold as all
Assumptions’’): (a) All Qualified Purchaser Unit as a corporation, i.e. subject to a double level of other Limited Partners tender of the Units they
Holders other than the Adviser and the Principals taxation. hold.

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

cash repurchase offer (‘‘Cash on December 16, 2005. For purposes of there may, as a result, be a material
Repurchase Offer,’’ and together with both Offers, the NAV of SSF III’s Units increase in SSF III’s expense ratio. The
the Exchange Tender Offer, the would be determined on the Valuation Applicants estimate, making the
‘‘Offers’’), which would constitute the Date. Applicants intend to complete the Transaction Participation Assumptions
semi-annual cash repurchase offer Transaction on December 31, 2005, and and assuming the transactions were
currently required by rule 23c–3 and to distribute proceeds of the Cash consummated on December 31, 2003,
SSF III’s fundamental policies, as well Repurchase Offer by January 6, 2006. that the fees and expenses of SSF III
as by the Partnership Agreement. The Any and all costs and expenses incurred (excluding any incentive allocation to
Cash Repurchase Offer would enable all by SSF III in connection with the Cash the Adviser but including all other fees)
Unit holders to tender their Units to SSF Repurchase Offer will be incurred for the calendar year ended December
III in exchange for a cash payment equal before SSF III calculates its NAV, and 31, 2004 would have been 1.57% of
to the NAV of the Units on the therefore will be reflected in the NAV, average net assets, rather than 0.84% of
Valuation Date. The Cash Repurchase on the Valuation Date. All expenses average net assets. Although this
Offer would not be limited by the associated with the Transaction will be relative increase in SSF III’s expense
Exchange Tender Offer. The Cash paid by the Adviser or SSF QP. No ratio of 0.73% may be material, the
Repurchase Offer would be for 10% of repurchase fees, brokerage commissions, Applicants state that the Board believes
SSF III’s outstanding Units. If Limited fees or other remuneration will be paid that the benefits of the Transaction to all
Partners tender for repurchase in the by SSF III, SSF QP or any Unit holder Partners (including the continued
Cash Repurchase Offer more than 10% in connection with the Transaction. The service of the Adviser) outweigh the
of the outstanding Units, the Board Transaction will not be consummated burden of any such increase in SSF III’s
would exercise its discretion to increase until the Commission has issued an expense ratio.
the Cash Repurchase Offer by 2% (for a order relating to the application.
total of 12% of Units outstanding). If Applicants’ Legal Analysis
Applicants have agreed not to make any
Limited Partners tender more than 12% material changes to the Transaction 1. Section 17(a) of the Act prohibits
of the outstanding Units in the Cash without prior approval of the any affiliated person of a registered
Repurchase Offer, SSF III will Commission or its staff. investment company, or any affiliated
repurchase Units tendered on a pro rata
8. On May 2, 2005, the Board, person of that person (‘‘second tier
basis.10 The Individual General
including a majority of the Individual affiliate’’), acting as principal, from
Partners, Adviser and Principals will
General Partners who are not selling to or purchasing from the
not participate in the Cash Repurchase
‘‘interested persons,’’ as defined in registered investment company any
Offer. Applicants believe that any non-
section 2(a)(19) of the Act security or other property. Section
Qualified Purchaser Unit Holder who
(‘‘Independent General Partners’’), 2(a)(3) of the Act defines an ‘‘affiliated
tenders Units in the Cash Repurchase
approved the Transaction on behalf of person’’ as, among other things, any
Offer will be able to receive cash for all
SSF III, subject to the Commission person directly or indirectly owning,
Units tendered. The Adviser and two of
issuing an order pursuant to the controlling or holding with power to
its Principals, Austin Marxe and David
Greenhouse (in their individual application. Prior to approving the vote 5% or more of the outstanding
capacities), will participate in the Transaction, the Board considered other voting securities of the other person;
Exchange Tender Offer in the same alternatives. Specifically, the Board any person controlling, controlled by or
proportion as the Limited Partners after considered converting SSF III into a under common control with the other
giving effect to the Cash Repurchase ‘‘regulated investment company’’ under person; any officer, director, partner,
Offer, that is, they will exchange Units the Internal Revenue Code of 1986, as copartner or employee of the other
in the same proportion as the Units held amended, but rejected the alternative as person; and, if the other person is an
by all Limited Partners (other than Mr. inconsistent with its operations, investment company, its investment
Greenhouse) are exchanged, subject to including its treatment of operating adviser. Section 2(a)(9) of the Act
the Adviser and the Individual General losses and net capital losses. The Board defines control to mean the power to
Partners holding collectively at least 1% also considered liquidating SSF III, but exercise a controlling influence over the
of SSF III’s outstanding Units. Making rejected the alternative in light of, management or policies of a company.
the Transaction Participation among other things, the likelihood of Applicants state that the Adviser and
Assumptions, following the liquidation causing Limited Partners to Principals may each be deemed to be an
Transaction, the Adviser and the recognize taxable gain. In approving the affiliated person of SSF III and SSF QP,
Principals collectively would own Transaction, the Board concluded that: and that SSF III and SSF QP may be
approximately 7.7% of SSF III’s (a) The Transaction is consistent with deemed to be affiliated persons of each
outstanding Units. the policies of SSF III, as recited in its other as both are under common control
7. Applicants propose for the Offers to registration statement, (b) the terms of of the Adviser and the Principals.
begin on November 17, 2005, and expire the Transaction, including the Applicants also state that to the extent
consideration to be received by the that an Exchanging Holder owns 5% or
10 In the semi-annual repurchase offers made by Funds, are reasonable and fair and do more of the outstanding Units of SSF III,
SSF III over the last five years, which have typically not involve overreaching on the part of the Exchanging Holder could be deemed
been for 10% of outstanding Units, Limited Partners
have never tendered for repurchase more than
any person concerned, and (c) to be an affiliated person of SSF III
4.13% of outstanding Units. In connection with SSF participation in the Transaction is in the (such Exchanging Holder, a ‘‘5%
III’s most recent cash repurchase offer, after having best interests of SSF III and its Limited Affiliate’’), and a second tier affiliate of
received notice from SSF III of the expiration of the Partners, and the interests of existing SSF QP. Thus, applicants state, section
Grandfather Clause and the effect thereof on the
operations of SSF III, SSF III Unit holders tendered Limited Partners of SSF III will not be 17(a) of the Act may prohibit the
less than 2% of outstanding Units for repurchase. diluted as a result of the Transaction. Adviser, Principals and 5% Affiliates
Requests for repurchase have exceeded 5% of Applicants state that the Board, in from purchasing Units of SSF QP from
outstanding Units on a semi-annual basis and 10% reaching its conclusions, considered SSF III, and prohibit SSF QP from
of outstanding Units on an annual basis three times,
in all cases resulting from significant tenders by the that SSF III is likely to be significantly purchasing portfolio securities of SSF III
Adviser. smaller after the Transaction and that in exchange for SSF QP Units.

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

2. Section 17(b) of the Act authorizes from the end of the fiscal year in which For further information and to
the Commission to exempt a transaction the Transaction occurs, the first two ascertain what, if any, matters have been
from the provisions of section 17(a) if years in an easily accessible place, a added, deleted or postponed, please
the terms of the transaction, including written record of the Transaction setting contact: The Office of the Secretary at
the consideration to be paid or received, forth a description of each security (202) 551–5400.
are reasonable and fair and do not transferred, the terms of the Dated: November 3, 2005.
involve overreaching on the part of any Transaction, and the information or
Jonathan G. Katz,
person concerned and the proposed materials upon which the determination
Secretary.
transaction is consistent with the required by condition 3 was made.
policies of each registered investment 5. In the Transaction, the portfolio [FR Doc. 05–22292 Filed 11–3–05; 4:11 pm]
company concerned and with the securities will be distributed by SSF III BILLING CODE 8010–01–P

general purposes of the Act. Applicants to SSF QP on a pro rata basis, except
submit that the Transaction has been that cash may be distributed in lieu of
fractional shares. SECURITIES AND EXCHANGE
approved by the Board, including a
COMMISSION
majority of the Independent General For the Commission, by the Division of
Partners, is reasonable and fair to SSF Investment Management, under delegated [Release No. 34–52718; File No. SR–Amex–
III and its Unit holders and meets the authority. 2005–060]
requirements of section 17(b) of the Act. Jonathan G. Katz,
Applicants state that the Transaction Secretary. Self-Regulatory Organizations;
will not result in dilution to Unit [FR Doc. 05–22163 Filed 11–7–05; 8:45 am]
American Stock Exchange LLC; Notice
holders of SSF III because (a) it will be of Filing of Proposed Rule Change and
BILLING CODE 8010–01–P
effected at the NAV of SSF III’s Units, Amendments Nos. 1, 2, and 3 Thereto
which NAV will be calculated in Relating to Amendments to the
accordance with SSF III’s policies and SECURITIES AND EXCHANGE Obvious Error Rules
procedures, as set forth in its COMMISSION November 2, 2005.
registration statement, and computed Pursuant to Section 19(b)(1) of the
using the same methodologies that SSF Sunshine Act Meeting
Securities Exchange Act of 1934
III has used to calculate its NAV in Notice is hereby given, pursuant to (‘‘Act’’),1 and Rule 19b–4 thereunder,2
connection with each routine the provisions of the Government in the notice is hereby given that on May 31,
repurchase offer since its inception,11 Sunshine Act, Pub. L. 94–409, that the 2005, the American Stock Exchange LLC
and (b) it will involve a pro rata transfer Securities and Exchange Commission (‘‘Amex’’ or ‘‘Exchange’’) filed with the
of SSF III’s portfolio securities to SSF will hold the following meeting during Securities and Exchange Commission
QP. Applicants further state that, prior the week of November 7, 2005: (‘‘Commission’’) the proposed rule
to the Transaction, any Limited Partner A Closed Meeting will be held on change as described in Items I, II, and
not wishing to remain invested in SSF Thursday, November 10, 2005 at 10 a.m. III below, which Items have been
III or become invested in SSF QP will Commissioners, Counsel to the prepared by the Exchange. On
be able to have his or her Units Commissioners, the Secretary to the September 21, 2005, the Amex
repurchased for cash at the NAV of the Commission, and recording secretaries submitted Amendment No. 1 to the
Units, and all expenses of the will attend the Closed Meeting. Certain proposed rule change.3 On October 4,
Transaction will be paid by the Adviser staff members who have an interest in 2005, the Amex submitted Amendment
or SSF QP, including the cost of the matters may also be present. No. 2 to the proposed rule change.4 On
separating SSF III’s portfolio between The General Counsel of the October 27, 2005, the Amex submitted
SSF III and SSF QP in the Transaction. Commission, or his designee, has Amendment No. 3 to the proposed rule
certified that, in his opinion, one or change.5 The Commission is publishing
Applicants’ Conditions more of the exemptions set forth in 5
this notice to solicit comments on the
Applicants agree that any order U.S.C. 552b(c)(5), (6), (7), (9)(B), and
proposed rule change from interested
granting the requested relief will be (10) and 17 CFR 200.402(a)(5), (6), (7),
persons.
subject to the following conditions: 9(ii) and (10) permit consideration of
1. The Exchange Tender Offer will be the scheduled matters at the Closed I. Self-Regulatory Organization’s
effected at the NAV of SSF III’s Units Meeting. Statement of the Terms of Substance of
determined in accordance with its Commissioner Glassman, as duty the Proposed Rule Change
registration statement under the Act. officer, voted to consider the items
The Amex proposes to: (i) Amend the
2. The sale of portfolio securities by listed for the closed meeting in closed
equity and index options obvious error
SSF III to SSF QP in the Transaction session.
The subject matter of the Closed rules to revise the manner in which an
will comply with the terms of rule 17a–
Meeting scheduled for Thursday, obvious price error is determined for
7(c), (d) and (f) under the Act.
November 10, 2005 will be: both equity and index options; (ii)
3. At its next regular meeting
following the Transaction, the Board of Formal orders of investigations; 1 15
Institution and settlement of U.S.C. 78s(b)(1).
SSF III, including a majority of the 2 17 CFR 240.19b–4.
Independent General Partners, will injunctive actions; 3 See Form 19b–4 dated September 21, 2005,
determine whether the Units were Institution and settlement of which replaced the original filing in its entirety
valued in accordance with condition 1 administrative proceedings of an (‘‘Amendment No. 1’’).
above. enforcement nature; 4 Amendment No. 2 corrected technical errors in

4. SSF III will maintain and preserve Opinion; and a the proposed rule text.
for a period of not less than six years Regulatory matter bearing 5 Amendment No. 3 incorporated certain

enforcement implications. proposed revisions to Amex Rules 936 and 936—


ANTE contained in Amendment No. 1 to Amex
11 SSF QP has the same policies and procedures, At times, changes in Commission Rules 936C and 936C—ANTE and corrected an
and will employ the same methodologies to priorities require alterations in the error in the proposed rule text of Amex Rules 936C
compute its NAV, as SSF III. scheduling of meeting items. and 936C—ANTE.

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