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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
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
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
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),
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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