Federal Register / Vol. 71, No. 241 / Friday, December 15, 2006 / Notices 75591 

the basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the sole initial shareholder 

before offering the Sub-Advised Fund’s 

shares to the public. 

2. Each Sub-Advised Fund will 

disclose in its prospectus the existence, 

substance, and effect of any order 

granted pursuant to the application. In 

addition, each Sub-Advised Fund will 

hold itself out to the public as 

employing the manager of managers 

arrangement described in the 

application. The prospectus relating to 

each Sub-Advised Fund will 

prominently disclose that its Manager 

has ultimate responsibility (subject to 

oversight by the Board) to oversee the 

Sub-Advisers and recommend their 

hiring, termination, and replacement. 

3. Within 90 days of the hiring of a 

new Sub-Adviser, the applicable 

Manager will furnish shareholders all 

information about the new Sub-Adviser 

that would be included in a proxy 

statement, except as modified to permit 

Aggregate Fee Disclosure. This 

information will include Aggregate Fee 

Disclosure and any change in such 

disclosure caused by the addition of the 

new Sub-Adviser. To meet this 

condition, the Manager will provide 

shareholders of the applicable SubAdvised Fund within 90 days of the 

hiring of a new Sub-Adviser with an 

information statement meeting the 

requirements of Regulation 14C, 

Schedule 14C, and Item 22 of Schedule 

14A under the 1934 Act, except as 

modified by the order to permit 

Aggregate Fee Disclosure. 

4. The Manager will not enter into a 

Sub-Advisory Agreement with any 

Affiliated Sub-Adviser unless that 

agreement, including the compensation 

to be paid thereunder, has been 

approved by the shareholders of the 

applicable Sub-Advised Fund. 

5. At all times, at least a majority of 

the Board will be Independent Board 

Members and the nomination of new or 

additional Independent Board Members 

will be at the discretion of the then 

existing Independent Board Members. 

6. When a change of Sub-Adviser is 

proposed for a Sub-Advised Fund with 

an Affiliated Sub-Adviser, the Board, 

including a majority of the Independent 

Board Members, will make a separate 

finding, reflected in the Board minutes, 

that such change is in the best interests 

of the Sub-Advised Fund and its 

shareholders, and does not involve a 

conflict of interest from which the 

Manager or an Affiliated Sub-Adviser 

derives an inappropriate advantage. 

7. The Manager will provide general 

management services to each SubAdvised Fund, including overall 

supervisory responsibility for the 

general management and investment of 

each Sub-Advised Fund’s assets, and, 

subject to review and approval by the 

Board, will, for each Sub-Advised Fund: 

(a) Set the Sub-Advised Fund’s overall 

investment strategies; (b) evaluate, 

select and recommend Sub-Advisers to 

manage all or a part of the Sub-Advised 

Fund’s assets; (c) when appropriate, 

allocate and reallocate the Sub-Advised 

Fund’s assets among multiple SubAdvisers; (d) monitor and evaluate the 

Sub-Advisers’ investment performance; 

and (e) implement procedures 

reasonably designed to ensure 

compliance by the Sub-Advisers with 

the Sub-Advised Fund’s investment 

objective, policies and restrictions. 

8. No director, trustee or officer of a 

Sub-Advised Fund, or director or officer 

of the Manager, will own, directly or 

indirectly (other than through a pooled 

investment vehicle over which such 

person does not have control), any 

interest in a Sub-Adviser, except for: (a) 

ownership of interests in the Manager or 

any entity that controls, is controlled by, 

or is under common control with the 

Manager, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of any publicly 

traded company that is either a SubAdviser or an entity that controls, is 

controlled by, or is under common 

control with a Sub-Adviser. 

9. Each Sub-Advised Fund will 

disclose in its registration statement the 

Aggregate Fee Disclosure. 

10. Independent Legal Counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Board Members. The 

selection of such counsel will be within 

the discretion of the then existing 

Independent Board Members. 

11. The requested order will expire on 

the effective date of rule 15a–5 under 

the Act, if adopted. 

12. The Manager will provide the 

Boards, no less frequently than 

quarterly, with information about the 

profitability of the Manager on a perSub-Advised Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Sub-Adviser during the 

applicable quarter. 

13. Whenever a Sub-Adviser is hired 

or terminated, the Manager will provide 

the Board with information showing the 

expected impact on the profitability of 

the Manager. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Nancy M. Morris, 

Secretary. 

[FR Doc. E6–21342 Filed 12–14–06; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting Notice 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Pub. L. 94–409, that the 

Securities and Exchange Commission 

will hold the following meeting during 

the week of December 18, 2006: 

A Closed Meeting will be held on 

Tuesday, December 19, 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), (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 closed session. 

The subject matters of the Closed 

Meeting scheduled for Tuesday, 

December 19, 2006 will be: formal 

orders of investigation; institution and 

settlement of injunctive actions; 

institution and settlement of 

administrative proceedings of an 

enforcement nature; a collection matter; 

an adjudicatory matter; 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: December 12, 2006. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 06–9739 Filed 12–12–06; 3:51 pm] 

BILLING CODE 8011–01–P 

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