9792 Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 

1Previous orders received by the Equity Fund (as 

defined below) are: Liberty All-Star Equity Fund, et 

al., Investment Company Act Release Nos. 19436 

(April 26, 1993) (notice) and 19491 (May 25, 1993) 

(order); Liberty All-Star Equity Fund, et al., 

Investment Company Act Release Nos. 20347 (June 

8, 1994) (notice) and 20385 (July 6, 1994) (order); 

and Liberty All-Star Equity Fund, et al., Investment 

Company Act Release Nos. 22498 (February 6, 

1997) (notice) and 22543 (March 4, 1997) (order). 

Previous orders received by the Growth Fund (as 

defined below) are: The Charles Allmon Trust, Inc., 

et al., Investment Company Act Release Nos. 20772 

(December 15, 1994) (notice) and 20824 (January 10, 

1995) (order); and Liberty All-Star Growth Fund, 

Inc., et al., Investment Company Act Release Nos. 

22499 (February 6, 1997) (notice) and 22542 (March 

4, 1997) (order). 

purchases and redemptions do not 

result in abusive self-dealing or 

overreaching by affiliated persons of the 

Funds. 

Section 17(d) of the Act and Rule 17d–

1 Under the Act 

15. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit any 

affiliated person of, or principal 

underwriter for, a registered investment 

company, or any affiliated person of the 

affiliated person or the principal 

underwriter, acting as principal, from 

effecting any transaction in connection 

with any joint enterprise or other 

arrangement or profit-sharing plan in 

which the investment company 

participates, unless an application 

regarding the joint transaction has been 

filed with the Commission and granted 

by order. Under rule 17d–1, in passing 

upon such applications, the 

Commission considers whether the 

participation of the registered 

investment company in the joint 

transaction is consistent with the 

provisions, policies and purposes of the 

Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of other 

participants. 

16. Applicants request an order under 

rule 17d–1 that would permit a Trust to 

reimburse the Sponsor for the payment 

to the BoNY Index Provider of an 

annual license fee under the License 

Agreement. Applicants believe that 

relief is necessary because the Sponsor 

may be deemed an affiliated person of 

the Trust, as defined in section 2(a)(3) 

of the Act, and the Trust’s undertaking 

to reimburse the Sponsor might be 

deemed a joint enterprise or other joint 

arrangement in which the Trust is a 

participant, in contravention of section 

17(d) and rule 17d–1. 

17. The License Agreement allows 

applicants to use the Benchmark Indices 

as bases for Trust Shares and to use 

certain of BoNY’s trade name and 

trademark rights. Applicants believe 

that BoNY is a valuable name that is 

well-known to investors and believe 

that investors wish to invest in 

instruments that closely mirror the 

Benchmark Indices. In view of this, 

applicants state that it is necessary to 

obtain from BoNY the License 

Agreement so that appropriate reference 

to BoNY may be made in materials 

describing Trust Shares and the Trust. 

Applicants assert that the terms and 

provisions of the License Agreement are 

comparable to the terms and provisions 

of other similar license agreements and 

that the annual license fee is for fair 

value, is in an amount comparable to 

that which would be charged by the 

BoNY Index Provider for similar 

arrangements, and is in an amount 

comparable to that charged by licensors 

in connection with the formation of 

other UITs based on other indices. For 

these reasons, applicants state that the 

proposed license fee arrangement 

satisfies the standards of section 17(d) 

and rule 17d–1. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each Trust’s prospectus and 

Product Description will clearly 

disclose that, for purposes of the Act, 

Trust Shares are issued by a registered 

investment company, and the 

acquisition of Trust Shares by 

investment companies is subject to the 

restrictions of Section 12(d)(1) of the 

Act, except as permitted by an 

exemptive order that permits registered 

investment companies to invest in Trust 

Shares beyond the limits in Section 

12(d)(1)(A), subject to certain terms and 

conditions, including that the registered 

investment company enter into an 

agreement with the Trust regarding the 

terms of the investment. 

2. As long as a Trust operates in 

reliance on the requested order, the 

Trust Shares will be listed on an 

Exchange. 

3. The Web site for the Trusts, which 

will be publicly accessible at no charge, 

will contain the following information, 

on a per Trust Share basis, for each 

Trust: (a) The prior Business Day’s NAV 

and the reported closing price, and a 

calculation of the premium or discount 

of such price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the daily closing price 

against the NAV, within appropriate 

ranges, for each of the four previous 

calendar quarters. In addition, the 

Product Description for each Trust will 

state that the Web site for the Trusts has 

information about the premiums and 

discounts at which the Trust Shares 

have traded. 

4. The prospectus and annual report 

for each Trust will also include: (a) The 

information listed in condition 3(b) 

above, (i) in the case of the prospectus, 

for the most recently completed year 

(and the most recently completed 

quarter or quarters, as applicable), and 

(ii) in the case of the annual report, for 

the immediately preceding five years, as 

applicable; and (b) the following data, 

calculated on a per Trust Share basis for 

one, five and ten year periods (or life of 

that Trust), (i) the cumulative total 

return and the average annual total 

return based on NAV and closing price, 

and (ii) the cumulative total return of 

the relevant Benchmark Index. 

5. Before a Trust may rely on the 

order, the Commission will have 

approved pursuant to rule 19b–4 under 

the Exchange Act, an Exchange rule 

requiring Exchange members and 

member organizations effecting 

transactions in Trust Shares to deliver a 

Product Description to purchasers of 

Trust Shares. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–3784 Filed 3–2–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27741; 812–13327] 

Liberty All-Star Equity Fund, et al.; 

Notice of Application 

February 27, 2007. 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from section 

15(a) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit the two 

applicant registered closed-end 

investment companies to delay 

shareholder vote on agreements with 

sub-advisers (‘‘Portfolio Managers,’’ and 

the agreements, ‘‘Portfolio Management 

Agreements’’) until the next annual 

shareholders meeting. The order would 

supersede prior orders (‘‘Prior 

Orders’’).1

APPLICANTS: Liberty All-Star Equity 

Fund (the ‘‘Equity Fund’’) and Liberty 

All-Star Growth Fund, Inc. (the ‘‘Growth 

Fund’’) (collectively, the ‘‘Funds’’), and 

ALPS Advisers, Inc. (‘‘ALPS Advisers’’). 


erjones on PRODPC74 with NOTICES
Federal Register / Vol. 72, No. 42 / Monday, March 5, 2007 / Notices 9793 

FILING DATES: The application was filed 

on September 18, 2006, and amended 

on January 24, 2007. Applicants have 

agreed to file a final amendment during 

the notice period, the substance of 

which is reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 26, 2007, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090. 

Applicants, 1625 Broadway, Suite 2200, 

Denver, CO 80202. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Nadya Roytblat, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Equity Fund, a Massachusetts 

business trust, and the Growth Fund, a 

Maryland corporation, are closed-end 

management investment companies 

registered under the Act. Each Fund’s 

shares are currently listed and traded on 

the New York Stock Exchange. Each 

Fund holds an annual meeting of its 

shareholders, usually in April. ALPS 

Advisers, a Colorado corporation, serves 

as the investment adviser to the Funds 

and is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’). ALPS 

Advisers is a wholly owned subsidiary 

of ALPS Holdings, Inc. (‘‘ALPS 

Holdings’’), which in turn is majority 

owned by an institutional limited 

partnership controlled by Lovell 

Minnick Partners LLC. 

2. On December 15, 2006, ALPS 

Advisers became the Funds’ investment 

adviser. Previously, Banc of America 

Investment Advisers, Inc. (‘‘BAIA’’), 

formerly known as Liberty Asset 

Management Company, served as the 

Funds’ investment adviser and 

administrator. Pursuant to an asset 

purchase agreement dated September 7, 

2006, among BAIA, ALPS Advisers and 

ALPS Holdings, ALPS Advisers entered 

into fund management agreements 

(‘‘Fund Management Agreements’’) with 

the Funds. At a special meeting of 

shareholders held on November 21, 

2006, Fund shareholders approved the 

Fund Management Agreements with 

ALPS Advisers, new Portfolio 

Management Agreements with each 

Portfolio Manager and a policy 

permitting the Funds and ALPS 

Advisers to enter into Portfolio 

Management Agreements in advance of 

shareholder approval. 

3. Under the terms of the Fund 

Management Agreements, ALPS 

Advisers is responsible for the general 

management and investment of the 

Funds, subject to the authority of the 

Funds’ boards of trustees/directors (each 

a ‘‘Board’’ and collectively, the 

‘‘Boards’’). For providing services to the 

Funds, ALPS Advisers receives an 

investment advisory fee based on the 

average daily net assets of the Funds. 

4. ALPS Advisers, on behalf of the 

Funds, has entered into Portfolio 

Management Agreements with multiple 

Portfolio Managers. The Equity Fund 

currently has five Portfolio Managers 

and the Growth Fund currently has 

three Portfolio Managers. Each Portfolio 

Manager is and each new Portfolio 

Manager will be an investment adviser 

that is registered under the Advisers 

Act. None of the existing Portfolio 

Managers is and no new Portfolio 

Manager will be an affiliated person of 

the Funds or ALPS Advisers other than 

as Portfolio Manager. ALPS Advisers 

will evaluate, allocate assets to, and 

oversee the Portfolio Managers, and 

make recommendations about their 

hiring, termination and replacement to 

the Board. ALPS Advisers will 

recommend Portfolio Managers based 

on a number of factors discussed in the 

application used to evaluate their skills 

in managing assets pursuant to 

particular investment objectives. ALPS 

Advisers will compensate the Portfolio 

Managers out of the fee paid to ALPS 

Advisers by the Funds. 

5. Applicants request an order to 

permit ALPS Advisers, subject to Board 

approval, to change or add Portfolio 

Managers, or continue the services of a 

Portfolio Manager following an 

assignment of its Portfolio Management 

Agreement, and delay shareholder 

approval until the next annual 

shareholders meeting. Applicants state 

that the Prior Orders had granted BAIA, 

as investment adviser to the Funds, 

substantially identical relief. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

any person to act as an investment 

adviser to a registered investment 

company except under a written 

contract that has been approved by the 

vote of a majority of the company’s 

outstanding voting securities. 

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 provisions 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 policy and 

provisions of the Act. Applicants 

believe that the requested relief meets 

this standard for the reasons discussed 

below. 

3. Applicants state that the Funds 

have operated under the Prior Orders for 

over 10 years. During the time that the 

Prior Orders have been in effect, there 

have been 11 Portfolio Manager changes 

for the Equity Fund and four changes for 

the Growth Fund. Applicants further 

state that the Portfolio Manager changes 

have not had any impact on premiums 

or discounts to net asset value at which 

the Funds’ shares have traded, and that 

there is no pattern of premiums or 

discounts related to Portfolio Manager 

changes. Applicants state that Portfolio 

Manager changes have been frequent 

enough over the lives of the Funds that 

they are not viewed as a significant 

event by shareholders or in the 

securities markets. Applicants state that 

the Board and ALPS Advisers believe 

the ability to quickly fire and hire a 

Portfolio Manager have been important 

to the success of the Funds’ investment 

strategy and process. Finally, applicants 

state that the conditions to the requested 

relief set forth below will address the 

concerns underlying section 15(a) with 

respect to the Portfolio Management 

Agreements. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each Fund will hold itself out to 

the public as employing the multimanager investment management 

structure described in the application. 


erjones on PRODPC74 with NOTICES
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