Federal Register / Vol. 71, No. 222 / Friday, November 17, 2006 / Notices 66993 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provision of the 

Act, or from any rule thereunder, if and 

to the extent that such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policies and 

provisions of the Act. Applicants 

believe that their requested relief meets 

this standard. 

3. Applicants state that the Funds’

shareholders rely on the Adviser, 

subject to oversight by the Board, to 

select the Subadvisers best suited to 

achieve a Fund’s investment objectives. 

Applicants assert that from the 

perspective of the investor, the role of 

the Subadvisers is comparable to that of 

individual portfolio managers employed 

by traditional investment advisory 

firms. Applicants contend that requiring 

shareholder approval of Subadvisory 

Agreements would impose costs and 

unnecessary delays on the Funds and 

may preclude the Adviser from acting 

promptly in a manner considered 

advisable by the Board. Applicants also 

note that the Advisory Agreement will 

remain subject to the shareholder 

approval requirements in section 15(a) 

of the Act and rule 18f–2 under the Act. 

Applicants’ Conditions: 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

order requested in the application, the 

operation of the Fund in the manner 

described in the application will be 

approved by a majority of the Fund’s 

outstanding voting securities, as defined 

in the Act, or, in the case of a Fund 

whose public shareholders purchase 

shares on the basis of a prospectus 

containing the disclosure contemplated 

by condition 2 below, by the sole initial 

shareholder before offering the Fund’s 

shares to the public. 

2. Each Fund will disclose in its 

prospectus the existence, substance, and 

effect of any order granted pursuant to 

this application. In addition, each Fund 

will hold itself out to the public as 

employing the management structure 

described in the application. The 

prospectus will prominently disclose 

that the Adviser has ultimate 

responsibility, subject to oversight by 

the Board, to oversee the Subadvisers 

and recommend their hiring, 

termination and replacement. 

3. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination of new or additional 

Independent Trustees will be at the 

discretion of the then-existing 

Independent Trustees. 

4. The Adviser will not enter into a 

Subadvisory Agreement with any 

Affiliated Subadviser without that 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. When a Subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 

in the Board minutes, that the change is 

in the best interests of the Fund and its 

shareholders and does not involve a 

conflict of interest from which the 

Adviser or the Affiliated Subadviser 

derives an inappropriate advantage. 

6. Within 90 days of the hiring of a 

new Subadviser, the Adviser will 

furnish shareholders of the affected 

Fund with all information about the 

new Subadviser that would be included 

in a proxy statement. The Adviser will 

meet this condition by providing 

shareholders of the applicable Fund 

with an information statement meeting 

the requirements of Regulation 14C, 

Schedule 14C and Item 22 of Schedule 

14A under the Securities Exchange Act 

of 1934. 

7. The Adviser will provide general 

management services to each Fund, 

including overall supervisory 

responsibility for the general 

management and investment of the 

Fund’s assets, and, subject to review 

and approval by the Board, will (i) set 

the Fund’s overall investment strategies, 

(ii) evaluate, select and recommend 

Subadvisers to manage all or a part of 

the Fund’s assets, (iii) allocate and, 

when appropriate, reallocate the Fund’s 

assets among multiple Subadvisers, (iv) 

monitor and evaluate the performance 

of the Subadvisers, and (v) implement 

procedures reasonably designed to 

ensure that the Subadvisers comply 

with each Fund’s investment objective, 

policies and restrictions. 

8. No trustee or officer of the Funds, 

or director or officer of the Adviser will 

own directly or indirectly (other than 

through a pooled investment vehicle 

that is not controlled by such person) 

any interest in a Subadviser, except for 

(a) ownership of interests in the Adviser 

or any entity that controls, is controlled 

by, or is under common control with the 

Adviser, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of a publiclytraded company that is either a 

Subadviser or an entity that controls, is 

controlled by or is under common 

control with a Subadviser. 

9. The requested order will expire on 

the effective date of rule 15a–5 under 

the Act, if adopted. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Nancy M. Morris, 

Secretary. 

[FR Doc. E6–19441 Filed 11–16–06; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Federal Register Citation of Previous 

Announcement: [71 FR 66352, 

November 14, 2006]. 

STATUS: Closed Meeting. 

PLACE: 100 F Street, NE., Washington, 

DC. 

DATE AND TIME OF PREVIOUSLY ANNOUNCED

MEETING: Monday, November 20, 2006 at 

2 p.m. 

CHANGE IN THE MEETING: Time Change. 

The Closed Meeting scheduled for 

Monday, November 20, 2006 at 2 p.m. 

has been changed to Monday, November 

20, 2006 at 10 a.m. 

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: November 15, 2006. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 06–9269 Filed 11–15–06; 11:00 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–54739; File No. SR–Amex–

2006–78] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Order 

Granting Accelerated Approval to 

Proposed Rule Change and 

Amendment No. 1 Thereto and Notice 

of Filing and Order Granting 

Accelerated Approval to Amendment 

No. 2 Thereto Relating to Generic 

Listing Standards for Series of 

Portfolio Depositary Receipts and 

Index Fund Shares Based on 

International or Global Indexes 

November 9, 2006. 

I. Introduction 

On August 18, 2006, the American 

Stock Exchange LLC (‘‘Amex’’ or 


jlentini on PROD1PC65 with NOTICES