17972 Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 

Morgan Stanley Special Value Fund 

[File No. 811–7683]; Morgan Stanley 

Value Fund [File No. 811–8861]; 

Morgan Stanley Technology Fund [File 

No. 811–8916]; Morgan Stanley MidCap Value Fund [File No. 811–10359]; 

Morgan Stanley Small-Mid Special 

Value Fund [File No. 811–21042] 

Summary: Each applicant seeks an 

order declaring that it has ceased to be 

an investment company. On June 1, 

2010, each applicant transferred its 

assets to a corresponding series of AIM 

Sector Funds, based on net asset value. 

Expenses of approximately $232,421, 

$154,029, $396,121, $182,975, and 

$153,105, respectively, incurred in 

connection with the reorganizations 

were paid by Morgan Stanley 

Investment Advisors Inc., applicants’ 

investment adviser, and Invesco 

Advisers, Inc. 

Filing Date: The applications were 

filed on March 4, 2011. 

Applicants’ Address: c/o Morgan 

Stanley Investment Advisors Inc., 522 

Fifth Ave., New York, NY 10036. 

Morgan Stanley Tax-Exempt Securities 

Trust [File No. 811–2979] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 1, 2010, 

applicant transferred its assets to 

Invesco Tax-Exempt Securities Fund, a 

series of AIM Tax-Exempt Funds, based 

on net asset value. Expenses of 

approximately $274,002 incurred in 

connection with the reorganization were 

paid by Morgan Stanley Investment 

Advisors Inc., applicant’s investment 

adviser, and Invesco Advisers, Inc. 

Filing Date: The application was filed 

on March 4, 2011. 

Applicant’s Address: c/o Morgan 

Stanley Investment Advisors Inc., 522 

Fifth Ave., New York, NY 10036. 

Morgan Stanley Convertible Securities 

Trust [File No. 811–4310] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On June 1, 2010, 

applicant transferred its assets to 

Invesco Convertible Securities Fund, a 

series of AIM Growth Series, based on 

net asset value. Expenses of 

approximately $150,888 incurred in 

connection with the reorganization were 

paid by Morgan Stanley Investment 

Advisors Inc., applicant’s investment 

adviser, and Invesco Advisers, Inc. 

Filing Date: The application was filed 

on March 4, 2011. 

Applicant’s Address: c/o Morgan 

Stanley Investment Advisors Inc., 

522 Fifth Ave., New York, NY 10036. 

Morgan Stanley Natural Resource 

Development Securities Inc. [File No. 

811–3129] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On February 5, 

2010, applicant transferred its assets to 

Morgan Stanley Commodities Alpha 

Fund, a series of Morgan Stanley Series 

Funds, based on net asset value. 

Expenses of approximately $248,780 

incurred in connection with the 

reorganization were paid by applicant 

and Morgan Stanley Investment 

Advisors Inc., applicant’s investment 

adviser. 

Filing Date: The application was filed 

on March 7, 2011. 

Applicant’s Address: c/o Morgan 

Stanley Investment Advisors Inc., 

522 Fifth Ave., New York, NY 10036. 

Man-Glenwood Lexington, LLC [File 

No. 811–21173]; Man-Glenwood 

Lexington TEI, LLC [File No. 811– 

21458] 

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

order declaring that it has ceased to be 

an investment company. Applicants 

made a public offering of their securities 

from January 2003 until September 2010 

and from April 2004 until September 

2010, respectively, at which time each 

applicant’s board of managers 

determined to cease such offer. Each 

applicant conducted final investor 

repurchases and presently has fewer 

than one hundred investors. Applicants 

are not presently making an offering of 

securities and do not propose to make 

any offering of securities. Each 

applicant will continue to operate as a 

private investment fund in reliance on 

section 3(c)(1) of the Act until final 

liquidation. 

Filing Date: The applications were 

filed on February 28, 2011. 

Applicants’ Address: 1 Rockefeller 

Plaza, 16th Floor, New York, NY 10020. 

Man-Glenwood Lexington Associates 

Portfolio, LLC [File No. 811–21285] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant made a 

private offering of its securities to its 

feeder funds from January 2003 until 

September 2010, at which time 

applicant’s board of managers 

determined to cease such offer. 

Applicant conducted final investor 

repurchases and presently has fewer 

than one hundred investors. Applicant 

is not presently making an offering of 

securities and does not propose to make 

any offering of securities. Applicant will 

continue to operate as a private 

investment fund in reliance on section 

3(c)(1) of the Act until final liquidation. 

Filing Date: The application was filed 

on February 28, 2011. 

Applicant’s Address: 1 Rockefeller 

Plaza, 16th Floor, New York, NY 10020. 

Aetos Capital Opportunities Fund, LLC 

[File No. 811–21728] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On December 31, 

2010, applicant transferred its assets to 

Aetos Capital Long/Short Strategies 

Fund, LLC, based on net asset value. 

Expenses of approximately $150,000 

incurred in connection with the 

reorganization were paid by applicant. 

Filing Dates: The application was 

filed on February 4, 2011, and amended 

on March 23, 2011. 

Applicant’s Address: c/o Aetos 

Capital, LLC, 875 Third Ave., New York, 

NY 10022. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–7516 Filed 3–30–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Closed Meeting 

on Tuesday, April 5, 2011 at 2 p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Casey, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in a closed session. 

The subject matter of the Closed 

Meeting scheduled for Tuesday, April 5, 

2011 will be: 

Institution and settlement of 

injunctive actions; 


wwoods2 on DSK1DXX6B1PROD with NOTICES
Federal Register / Vol. 76, No. 62 / Thursday, March 31, 2011 / Notices 17973 

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

2 17 CFR 240.19b–4. 

3At the time C2 submitted the original proposed 

rule change, it had not yet obtained formal approval 

from its Board of Directors for the specific Bylaw 

and rule changes set forth in this proposed rule 

change. C2 stated that once that approval was 

obtained, the Exchange would file a technical 

amendment to its proposed rule change to reflect 

that approval. In Amendment No. 1, the Exchange 

notes that the C2 Board of Directors approved the 

specific Bylaw and rule changes set forth in SR–C2– 

2011–003 on February 8, 2011 and stated that no 

further action was necessary in connection with its 

proposal. Amendment No. 1 is technical in nature, 

and the Commission is not publishing Amendment 

No. 1 for public comment. 

4See Securities Exchange Act Release No. 63845 

(February 4, 2011), 76 FR 7598 (‘‘Notice’’). 

5The specific proposed Bylaw and rule changes 

relating to the elimination of the Office of the Vice 

Chairman are discussed in detail in the Notice. See 

Notice, supra note 4, 76 FR at 7598–7599. 

6Currently, the Vice Chairman is an office held 

by one of the Exchange’s Industry Directors. See 

Notice, supra note 4, 76 FR at 7598. 

7See Notice, supra note 4, 76 FR at 7598. 

8See Notice, supra note 4, 76 FR at 7599. 

9See Notice, supra note 4, 76 FR at 7599. 

10See Notice, supra note 4, 76 FR at 7599 (noting 

that the C2 Audit Committee has a more limited 

role focusing on: (1) C2’s financial statements and 

disclosure matters, and (2) C2’s oversight and risk 

management, including compliance with legal and 

regulatory requirements, in each case, only to the 

extent required in connection with C2’s discharge 

of its obligations as a self-regulatory organization). 

Institution and settlement of 

administrative proceedings; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: March 29, 2011. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2011–7731 Filed 3–29–11; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64128; File No. SR–C2– 

2011–003] 

Self-Regulatory Organizations; C2 

Options Exchange, Incorporated; 

Order Approving Proposed Rule 

Change, as Modified by Amendment 

No. 1, Relating to Bylaw and Related 

Rule Changes 

March 25, 2011. 

I. Introduction 

On January 27, 2011, C2 Options 

Exchange, Incorporated (‘‘C2’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’),1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

modify its governance structure. On 

February 9, 2011, the Exchange filed 

Amendment No. 1 to the proposed rule 

change.3 The proposed rule change was 

published for comment in the Federal 

Register on February 10, 2011.4 The 

Commission received no comment 

letters regarding the proposal. This 

order approves the proposed rule 

change, as modified by Amendment 

No. 1. 

II. Description of the Proposal 

The Exchange proposes to: (1) 

Eliminate its office of the Vice Chairman 

of the Board (‘‘Vice Chairman’’); (2) 

provide that the Board of Directors may 

establish an Advisory Board; and (3) 

eliminate the C2 Audit Committee. 

A. Elimination of the Office of the Vice 

Chairman of the Board 

The Exchange proposes to amend its 

Bylaws to eliminate the office of the 

Vice Chairman.5 The primary function 

of the Vice Chairman’s office was to 

facilitate communication between the 

Exchange and its Trading Permit 

Holders and to coordinate the activities 

of Trading Permit Holder committees.6

The Exchange believes that C2 

management is able to perform these 

functions and has represented that it 

will continue to obtain input from 

Trading Permit Holders through other 

channels, including direct 

communication with individual Trading 

Permit Holders, committees established 

by the Exchange, and through the 

proposed Advisory Board (discussed 

below).7

B. Provision for an Advisory Board 

The Exchange proposes to adopt 

Section 6.1 of the Bylaws that would 

allow the Board of Directors to establish 

an Advisory Board which would advise 

the Office of the Chairman regarding 

matters of interest to Trading Permit 

Holders. According to the Exchange, 

this would be beneficial because it 

would provide another vehicle by 

which the Exchange management could 

receive advice and feedback from 

Trading Permit Holders.8 Under the 

proposal, the Board of Directors would 

determine the number of members of 

the Advisory Board, the Chief Executive 

Officer or his or her designee would 

serve as the Chairman of an Advisory 

Board, and the C2 Nominating and 

Governance Committee would 

recommend the members of any 

Advisory Board for approval by the 

Board of Directors. 

The Advisory Board would be 

completely advisory in nature and 

would not be vested with any Exchange 

decision-making authority or other 

authority to act on behalf of the 

Exchange. Pursuant to proposed Section 

6.1 of the Bylaws, the Board of Directors 

would have the discretion as to whether 

(or not) to put an Advisory Board in 

place. C2 has represented that the Board 

of Directors intends to establish an 

Advisory Board.9

C. Elimination of Exchange Audit 

Committee 

C2 proposes to amend its Bylaws to 

eliminate its Audit Committee because 

its functions are duplicative of the 

functions performed by the Audit 

Committee of its parent company, CBOE 

Holdings, Inc. (‘‘CBOE Holdings’’). 

The CBOE Holdings Audit Committee 

has broad authority to assist the CBOE 

Holdings Board of Directors in 

discharging its responsibilities relating 

to, among other things: (1) The 

qualifications, engagement, and 

oversight of CBOE Holdings’ 

independent auditor; (2) CBOE 

Holdings’ financial statements and 

disclosure matters; (3) CBOE Holdings’ 

internal audit function and internal 

controls; and (4) CBOE Holdings’ 

oversight and risk management, 

including compliance with legal and 

regulatory requirements. CBOE 

Holdings’ financial statements are 

prepared on a consolidated basis that 

includes the financial results of CBOE 

Holdings’ subsidiaries, including C2. 

Therefore, according to the Exchange, 

the CBOE Holdings Audit Committee’s 

purview necessarily includes C2 and the 

responsibilities of the C2 Audit 

Committee are fully duplicated by the 

responsibilities of the CBOE Holdings 

Audit Committee.10 Consequently, C2 

proposes that the responsibilities of its 

audit committee be performed by the 

CBOE Holdings Audit Committee. 

Although the CBOE Holdings Audit 

Committee would continue to have 

overall responsibility with respect to the 

internal audit function, the C2 Board of 

Directors would maintain its own 

independent oversight over the internal 

audit function with respect to C2 

regulatory functions through the C2 

Regulatory Oversight Committee. 

Specifically, upon elimination of the C2 

Audit Committee, the Regulatory 

Oversight Committee would have the 

authority to review the internal audit 

plan relating to C2’s regulatory 


wwoods2 on DSK1DXX6B1PROD with NOTICES