Federal Register / Vol. 71, No. 204 / Monday, October 23, 2006 / Notices 62141 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 54416 

(September 8, 2006), 71 FR 54323 (September 14, 

2006). 

4 4 In approving this rule the Commission notes 

that it has considered the proposed rule’s impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

5 15 U.S.C. 78o–4(b)(2)(C). 

6 Id. 

connection with the investment by the 

Fund of Funds in the Other Group Fund 

made at the direction of the Subadviser. 

In the event that the Subadviser waives 

fees, the benefit of the waiver will be 

passed through to the Fund of Funds. 

11. With respect to Registered 

Separate Accounts that invest in a Fund 

of Funds, no sales load will be charged 

at the Fund of Funds level or at the 

Underlying Fund level. Other sales 

charges and services fees, as defined in 

Rule 2830, if any, will only be charged 

at the Fund of Funds level or at the 

Underlying Fund level, but not both. 

With respect to other investments in a 

Fund of Funds, any sales charges and/ 

or service fees will not exceed the limits 

applicable to a fund of funds as set forth 

in Rule 2830. 

12. No Underlying Fund will acquire 

securities of any investment company or 

company relying on section 3(c)(1) or 

3(c)(7) of the Act in excess of the limits 

contained in section 12(d)(1)(A) of the 

Act except to the extent the Underlying 

Fund (a) receives securities of another 

investment company as a dividend or as 

a result of a plan of reorganization of a 

company (other than a plan devised for 

the purpose of evading section 12(d)(1) 

of the Act); or (b) acquires (or is deemed 

to have acquired) securities of another 

investment company pursuant to 

exemptive relief from the Commission 

permitting the Underlying Fund to (i) 

acquire securities of one or more 

affiliated investment companies for 

short-term cash management purposes; 

or (ii) engage in interfund borrowing or 

lending transactions. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Nancy M. Morris, 

Secretary. 

[FR Doc. E6–17619 Filed 10–20–06; 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 the following 

meeting during the week of October 23, 

2006: 

A Closed Meeting will be held on 

Thursday, October 26, 2006 at 10 a.m. 

Commissioners, Counsels 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 may also 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), (8), (9)(B) and 

(10) and 17 CFR 200.402(a) (3), (5), (7), 

(8), (9)(ii), and (10) permit consideration 

of the scheduled matters at the Closed 

Meeting. 

Commissioner Nazareth, as duty 

officer, voted to consider the items 

listed for the closed meeting in closed 

session. 

The subject matters of the Closed 

Meeting scheduled for Thursday, 

October 26, 2006 will be: 

Formal orders of investigation; 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

Other matters relating to enforcement 

proceeding; 

Collection matter; 

Regulatory matter regarding a financial 

institution; and 

Adjudicatory matters. 

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: October 19, 2006. 

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. 06–8861 Filed 10–19–06; 3:59 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–54612, File No. SR–MSRB–

2006–07] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Order Approving Proposed 

Rule Change to MSRB Rule G–14 

RTRS Procedures Relating to ‘‘List 

Offering Price’’ and ‘‘Takedown’’

Transactions 

October 17, 2006. 

On August 15, 2006, the Municipal 

Securities Rulemaking Board (‘‘MSRB’’

or ‘‘Board’’), filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘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 

Rule G–14 RTRS Procedures under Rule 

G–14, Reports of Sales or Purchases, to 

expand the usage of ‘‘list offering price’’

transactions to include certain interdealer ‘‘takedown’’ transactions and to 

require the reporting of these 

transactions as ‘‘list offering price’’

transactions on the first day of trading 

of a new issue. The MSRB proposed an 

effective date for the proposed rule 

change of January 8, 2007. The proposed 

rule change was published for comment 

in the Federal Register on September 

14, 2006.3 The Commission received no 

comment letters regarding the proposal. 

The proposed rule change retains the 

end of the day exception from the 

normal fifteen minute reporting 

deadline for the expanded category of 

‘‘List Offering Price/Takedown’’

transactions. The MSRB believes that 

the proposed rule change recognizes the 

similarities between List Offering Price 

and Takedown transactions and the 

dissimilarities between these 

transactions and secondary market 

transactions in a new issue, and further 

believes that transparency reports on the 

first day of trading for a new issue 

would be more useful if List Offering 

Price and Takedown transactions were 

identified with a special condition 

indicator. 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to the MSRB4 and, in 

particular, the requirements of Section 

15B(b)(2)(C) of the Act 5 and the rules 

and regulations thereunder. Section 

15B(b)(2)(C) of the Act requires, among 

other things, that the MSRB’s rules be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in municipal 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market in municipal securities, 

and, in general, to protect investors and 

the public interest.6 In particular, the 

Commission finds that the proposed 

rule change will allow the municipal 

mstockstill on PROD1PC76 with NOTICES