Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CSBAk8KUour5OvVsSvv5qABpv8CuD8Xou8XwNfjgctxYxuziNGVkeMKbFgK7qaJ4 aErUvdENR6aEIkdTYefnPg== 0001193125-06-200364.txt : 20060929 0001193125-06-200364.hdr.sgml : 20060929 20060929171900 ACCESSION NUMBER: 0001193125-06-200364 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 GROUP MEMBERS: QVT FINANCIAL GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: S&P 500 GEARED Fund Inc. CENTRAL INDEX KEY: 0001299506 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82077 FILM NUMBER: 061118146 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 609-282-2116 MAIL ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08536 FORMER COMPANY: FORMER CONFORMED NAME: S&P 500 GEARED/SM/ Fund Inc. DATE OF NAME CHANGE: 20040914 FORMER COMPANY: FORMER CONFORMED NAME: IQ S&P 500 ARN Fund, Inc DATE OF NAME CHANGE: 20040804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QVT Financial LP CENTRAL INDEX KEY: 0001290162 IRS NUMBER: 113694008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-705-8800 MAIL ADDRESS: STREET 1: 527 MADISON AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

S&P 500 GEARED Fund Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

78381R105

(CUSIP Number)

September 26, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8 pages

CUSIP No. 78381R105


1.		Names of Reporting Persons. QVT Financial LP I.R.S. Identification Nos. of above persons (entities only). 11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 0
		6. Shared Voting Power 281,400 shares
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 281,400 shares


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 281,400 shares
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.41%
12.		Type of Reporting Person (See Instructions) PN

Page 2 of 8 pages

CUSIP No. 78381R105


1.		Names of Reporting Persons. QVT Financial GP LLC I.R.S. Identification Nos. of above persons (entities only). 11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power 0
		6. Shared Voting Power 281,400 shares
		7. Sole Dispositive Power 0
		8. Shared Dispositive Power 281,400 shares


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 281,400 shares
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.41%
12.		Type of Reporting Person (See Instructions) OO

Page 3 of 8 pages

Item 1(a).

Name of Issuer

S&P 500 GEARED Fund Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices

The address of the Issuer’s principal executive offices is:

4 World Financial Center, 6th Floor, New York, New York 10080, United States

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if none, Residence

Item 2(c).

Citizenship

QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Partnership

QVT Financial GP LLC

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Delaware Limited Liability Company

Item 2(d).

Title of Class of Securities

Common Stock, $0.001 par value per share (the “Common Stock”).

Item 2(e).

CUSIP Number

The CUSIP number of the Common Stock is 78381R105.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

Page 4 of 8 pages

(h)

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the

Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a)

Amount beneficially owned:

QVT Financial LP (“QVT Financial”) is the investment manager for QVT Overseas Ltd., which beneficially owns 154,425 shares of Common Stock, QVT Associates LP, which beneficially owns 56,745 shares of Common Stock, and QVT Global II LP, which beneficially owns 27,992 shares of Common Stock. QVT Financial is also the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”), which holds 42,238 shares of Common Stock. QVT Financial has the power to direct the vote and disposition of the shares of Common Stock held by QVT Overseas Ltd, QVT Associates LP, QVT Global II LP and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 281,400 shares of Common Stock, consisting of the shares owned by QVT Overseas Ltd, QVT Associates LP, QVT Global II LP and the shares held in the Separate Account.

The reported share amounts for each reporting person reflect amounts held as of September 26, 2006, as adjusted for subsequent transactions through the date hereof.

QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.

Each of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership of the shares of Common Stock owned by QVT Overseas Ltd., QVT Associates LP and QVT Global II LP and the shares of Common Stock held in the Separate Account.

(b)

Percent of class:

See Item 11 of the Cover Pages to this Schedule 13G.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

See item (a) above.

(iii)

Sole power to dispose or to direct the disposition of

Page 5 of 8 pages

(iv)

Shared power to dispose or to direct the disposition of

See item (a) above.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following….¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 8 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 29, 2006


QVT FINANCIAL LP
By QVT Financial GP LLC,
its General Partner

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Lars Bader
Name:		Lars Bader
Title:		Managing Member


QVT FINANCIAL GP LLC



By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Lars Bader
Name:		Lars Bader
Title:		Managing Member

Page 7 of 8 pages

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: September 29, 2006


QVT FINANCIAL LP
By QVT Financial GP LLC,
its General Partner

By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Lars Bader
Name:		Lars Bader
Title:		Managing Member


QVT FINANCIAL GP LLC



By:		/s/ Daniel Gold
Name:		Daniel Gold
Title:		Managing Member

By:		/s/ Lars Bader
Name:		Lars Bader
Title:		Managing Member

Page 8 of 8 pages

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