9794 Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 

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

2 17 CFR 240.19b–4. 

Each Fund’s periodic reports to 

shareholders will prominently disclose 

that ALPS Advisers has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Portfolio 

Managers and recommend their hiring, 

termination, and replacement. 

2. Any new Portfolio Management 

Agreement with respect to a Fund will 

be submitted for ratification and 

approval to the vote of such Fund’s 

shareholders no later than at the 

regularly scheduled annual meeting of 

shareholders of the Fund next following 

the effective date of the new Portfolio 

Management Agreement, and its 

continuance after such vote is 

conditioned on approval by the majority 

vote (as defined in section 2(a)(42) of 

the Act) of such shareholders. 

3. The Funds will continue to hold 

annual meetings of their shareholders, 

whether or not required to do so by the 

rules of the New York Stock Exchange 

or otherwise. 

4. At all times, at least a majority of 

the Board of each Fund will be trustees/ 

directors who are not ‘‘interested 

persons,’’ as defined in section 2(a)(19) 

of the Act, of the Funds or ALPS 

Advisers (‘‘Independent Trustees/ 

Directors’’), and the nomination of new 

or additional Independent Trustees/ 

Directors will be at the discretion of the 

then existing Independent Trustees/ 

Directors. 

5. In the case of a previous Portfolio 

Management Agreement terminated by 

an assignment by an investment adviser 

or a controlling person of the 

investment adviser in connection with 

which assignment the investment 

adviser or a controlling person directly 

or indirectly receives money or other 

benefit (‘‘Assignment’’), the new 

Portfolio Management Agreement will 

comply with rule 15a–4(b)(2) under the 

Act. In any other case, each new 

Portfolio Management Agreement for a 

Fund will provide for a sub-advisory fee 

no higher than that provided in that 

Fund’s existing Portfolio Management 

Agreements and, except for the 

provisions relating to shareholder 

approval referred to in Condition 2 

above, will be on substantially the same 

other terms and conditions as such 

Fund’s existing Portfolio Management 

Agreements. In all cases, in the event 

that the new Portfolio Management 

Agreement provides for sub-advisory 

fees at rates less than those provided in 

the existing Portfolio Management 

Agreements, the difference will be 

passed on to the Fund and its 

shareholders through a corresponding 

voluntary reduction in the fund 

management fees payable by the Fund 

to ALPS Advisers. 

6. A Portfolio Manager will have no 

affiliation with the Funds or ALPS 

Advisers other than as Portfolio 

Manager, and will have no duties or 

responsibilities with respect to the 

Funds beyond the investment 

management of the portion of the 

Fund’s portfolio assets allocated to it by 

ALPS Advisers from time to time and 

related record keeping and reporting. 

7. The Board of each Fund, in 

addition to approving any new Portfolio 

Management Agreement in accordance 

with the requirements of section 15(c) of 

the Act, will specifically determine that 

entering into the new Portfolio 

Management Agreement in advance of 

the next regular annual meeting of the 

shareholders of the Fund and without 

prior shareholder approval is in 

furtherance of the multi-management 

methodology as applied to each Fund’s 

multi-managed assets and is in the best 

interests of the Fund and its 

shareholders. 

8. ALPS Advisers will have 

responsibility for the general 

management and investment of each 

Fund’s assets, subject to oversight by the 

Fund’s Board. In particular, ALPS 

Advisers will (i) provide overall 

investment programs and strategies for 

the Funds, (ii) recommend to the Fund 

Boards investment management firms 

for appointment or replacement as the 

Fund’s Portfolio Managers, (iii) allocate 

and reallocate each Fund’s portfolio 

assets among the Portfolio Managers, 

(iv) monitor and evaluate the 

investment performance of the Portfolio 

Managers, including their compliance 

with each Fund’s investment objectives, 

policies and restrictions, and (v) 

implement procedures reasonably 

designed to ensure that the Portfolio 

Managers comply with each Fund’s 

investment objectives, policies and 

restrictions. 

9. The appointment of the new or 

successor Portfolio Manager will be 

announced by press release promptly 

following the Fund’s Board’s action 

referred to in Condition 7 above, and a 

notice of the new Portfolio Management 

Agreement, together with a description 

of the new or successor Portfolio 

Manager, will be included in the 

applicable Fund’s next report to 

shareholders. 

10. No director/trustee or officer of 

the Funds nor director or officer of 

ALPS Advisers will own directly or 

indirectly (other than through a pooled 

investment vehicle that is not controlled 

by such person) any interest in a 

Portfolio Manager, except for (a) 

ownership of interests in ALPS Advisers 

or any entity that controls, is controlled 

by, or is under common control with 

ALPS Advisers, 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 Portfolio Manager or controls, is 

controlled by or is under common 

control with a Portfolio Manager. 

11. In the case of an Assignment of a 

Fund’s Portfolio Management 

Agreement with a Portfolio Manager, 

ALPS Advisers or the Portfolio Manager 

(or its successor) will pay the 

incremental cost of including the 

proposal to approve or disapprove the 

new Portfolio Management Agreement 

in the proxy material for the next annual 

meeting of the Fund’s shareholders. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3772 Filed 3–2–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55348; File No. SR–Amex–

2007–18] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing and Order Granting 

Accelerated Approval to Proposed 

Rule Change and Amendment No. 1 

Thereto To Provide for an Optional 

Exchange-Provided Fingerprinting 

Service and To Amend Its Member 

Fees To Include a Processing Fee for 

the Fingerprinting Service 

February 26, 2007. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (‘‘Act’’) 

and Rule 19b–4 thereunder,2 notice is 

hereby given that on February 7, 2007, 

the American Stock Exchange LLC 

(‘‘Amex’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

substantially prepared by the Exchange. 

On February 16, 2007, Amex submitted 

Amendment No. 1 to the proposed rule 

change. This order provides notice of 

the proposed rule change as modified by 

Amendment No. 1 and approves the 

proposed rule change as amended on an 

accelerated basis. 


erjones on PRODPC74 with NOTICES
Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 9795 

3Telephone conversation between Nyieri 

Nazarian, Assistant General Counsel, Amex, and 

Cyndi N. Rodriguez, Special Counsel, Division of 

Market Regulation, Commission, on February 23, 

2007. 

4 Id. 

5See Footnote 4 to the Exchange’s Registration 

and IDC Fees Section of the Amex Fee Schedule. 

6See Section 4 of Schedule A to the NASD ByLaws. 

7As the Exchange clarified in Amendment No. 1, 

when a member pays the $25.50 fingerprint fee, he 

or she has his or her fingerprints taken in-house and 

must also pay a $35.00 fee to NASD for registration 

with WEB CRD. See Amendment No. 1. 

8 $22.00 out of the $45.00 amount would be paid 

to the FBI. 

9NASD would collect this $13.00 fee. The 

Exchange clarified in Amendment No. 1 that 

members or member applicants opting to have their 

fingerprints taken in-house under the proposed new 

program would pay a $45.00 fee as well as the 

$13.00 fee to WEB CRD. See Amendment No. 1. 

10 15 U.S.C. 78f(b). 

11 15 U.S.C. 78f(b)(5). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to provide for 

an in-house optional fingerprinting 

service and to modify its Member Fees 

to include a fee for such fingerprinting 

service.3

The text of the proposed rule change 

is available at Amex, the Commission’s 

Public Reference Room, and http:// 

www.amex.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item III below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to provide for 

an optional fingerprinting service and to 

amend its Member Fees to include a fee 

for this service for members or member 

applicants.4 The Exchange intends to 

establish this in-house fingerprinting 

service to facilitate the member 

registration process. 

A member or member applicant must 

currently use an external fingerprinting 

service to have fingerprints taken and 

will incur whatever costs are associated 

therewith. Currently, the member or 

member applicant must forward 

fingerprints to the National Association 

of Securities Dealers, Inc. (‘‘NASD’’) for 

processing and is charged a $35.00 fee 5

from NASD’s Internet-based Central 

Registration Depository (WEB CRD). 

This fee includes a $13 fingerprint 

submission fee that is also charged for 

results processed through Amex.6 NASD 

forwards the results to the FBI to 

conduct the standard criminal 

background check. Approximately 

$22.00 of the $35.00 amount is paid to 

the FBI for this background check. The 

member or member applicant also 

incurs any costs associated with mailing 

the fingerprints. The Exchange believes 

that this process has proven lengthy and 

burdensome for members and member 

applicants. 

Furthermore, the $25.50 ‘‘Fingerprint 

Processing Fee’’ on the current Amex 

Fee Schedule is assessed when a current 

member simply needs his or her 

fingerprints submitted to the FBI for a 

background check. In this case, the 

member would need an expedited 

background check conducted because of 

a seat change or transfer. In this 

situation, the fingerprinting takes place 

in-house, and the prints are sent to the 

FBI by the Exchange. The results are 

then returned to the Exchange on an 

expedited basis. The member would 

also pay the $35.00 fee to NASD for 

registration with WEB CRD.7

To expedite the fingerprinting 

process, the Exchange now proposes to 

offer an optional in-house fingerprinting 

service for all members and member 

applicants for a $45.00 fee. Members or 

member applicants choosing to avail 

themselves of the Exchange’s proposed 

service would have their fingerprints 

taken in-house. The Exchange would 

forward the fingerprints to the FBI in 

order for the FBI to conduct the 

background check.8 Upon receiving the 

results, the Exchange would forward the 

results of the criminal background 

check to NASD. In this case, the $13.00 

fingerprint submission fee would be 

charged for results processed through 

Amex.9 The Exchange believes that 

collapsing the steps into one package 

will speed up this process and be less 

burdensome for members and member 

applicants. The Exchange notes that the 

current option, as well as the $25.50 

option, shall continue to remain in 

place. 

Furthermore, the Exchange proposes 

to include an additional footnote in the 

Member Fees section of the Amex Fee 

Schedule to note that the $45.00 fee 

would only be assessed on members and 

member applicants who partake in the 

Exchange’s optional in-house 

fingerprinting service. The Exchange 

further proposes to correct a 

typographical error by deleting footnote 

3 from the Examination Fees section 

and replacing it with the correct 

footnote 2. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) of the Act 10

in general, and furthers the objectives of 

Section 6(b)(5) of the Act 11 in 

particular, in that it is designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The proposed rule change does not 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–Amex–2007–18 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–Amex–2007–18. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 


erjones on PRODPC74 with NOTICES
9796 Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 

12 In approving this proposal, the Commission has 

considered its impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

13 15 U.S.C. 78f(b)(5). 

14 15 U.S.C. 78s(b)(2). 

15 15 U.S.C. 78s(b)(2). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(2). 

5Telephone conversation between Jaime Galvan, 

Senior Attorney, CBOE, and Leah Mesfin, Special 

Counsel, Division of Market Regulation, 

Commission, on February 26, 2007. 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room. Copies of such filing also will be 

available for inspection and copying at 

the principal office of Amex. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–Amex–2007–18 and should 

be submitted on or before March 26, 

2007. 

IV. Commission’s Findings and Order 

Granting Accelerated Approval of the 

Proposed Rule Change 

The Commission finds that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder 

applicable to a national securities 

exchange.12 In particular, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,13 which requires, 

among other things, that the Exchange’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 securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission believes that offering 

an optional in-house fingerprinting 

service may provide Exchange members 

and member applicants with an 

expedited and less burdensome 

alternative for obtaining and processing 

their fingerprints at the Exchange as part 

of the Exchange’s registration process. 

The Commission further believes that 

the additional changes to the Exchange’s 

Member Fees schedule serve to clarify 

the fees associated with the Exchange’s 

new fingerprinting service. 

Accelerated Approval 

The Commission finds good cause, 

consistent with Section 19(b)(2) of the 

Act,14 for approving this proposed rule 

change, as amended, before the thirtieth 

day after the publication of notice 

thereof in the Federal Register because 

it would enable the Exchange to 

implement the optional in-house 

fingerprinting service immediately, 

providing members and member 

applicants another way to be 

fingerprinted. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,15 that the 

proposed rule change (SR–Amex–2007–

18), as modified by Amendment No. 1, 

be, and it hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3746 Filed 3–2–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55357; File No. SR–CBOE–

2007–16] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to an Extension 

of the Dividend, Merger and Short 

Stock Interest Strategies Fee Cap Pilot 

Program 

February 27, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

14, 2007, the Chicago Board Options 

Exchange, Incorporated (‘‘CBOE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

substantially prepared by the Exchange. 

CBOE has designated this proposal as 

one establishing or changing a due, fee, 

or other charge imposed by a selfregulatory organization pursuant to 

Section 19(b)(3)(A)(ii) of the Act 3 and 

Rule 19b–4(f)(2) thereunder,4 which 

renders the proposal effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

CBOE proposes to amend its Fees 

Schedule to extend until March 1, 

2008,5 the dividend, merger, and short 

stock interest strategies fee cap program. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.cboe.org/Legal/ 

SubmittedSECFilings.aspx), at the 

Exchange’s principal office, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in Sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange currently caps marketmaker, firm, and broker-dealer 

transaction fees associated with 

dividend, merger, and short stock 

interest strategies, as described in 

Footnote 13 of the CBOE Fees Schedule 

(‘‘Strategy Fee Cap’’). The Strategy Fee 

Cap is in effect as a pilot program that 

is due to expire on March 1, 2007. 

The Exchange proposes to extend the 

Strategy Fee Cap program until March 1, 

2008. No other changes are proposed. 


erjones on PRODPC74 with NOTICES