Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices 11919 

1Applicants also request relief with respect to 

any future series of the Company for which the 

Adviser serves as investment adviser (included in 

the term ‘‘Fund of Funds.’’). 

2The Underlying Funds may include UITs 

(‘‘Underlying Trusts’’) and open-end management 

investment companies (‘‘Underlying Management 

Companies’’) that have received exemptive relief to 

sell their shares on a national securities exchange 

at negotiated prices (‘‘ETFs’’). Shares of an ETF also 

may be purchased from the ETF in large 

aggregations by delivering a basket of specified 

securities to the ETF, and large aggregations of 

shares may be redeemed from an ETF in exchange 

for a basket of specified securities (‘‘In-kind ETF 

Purchases and Redemptions’’). 

3All Funds of Funds that currently intend to rely 

on the requested order are named as applicants. 

Any other investment company that relies on the 

order in the future will comply with the terms and 

conditions of the order. 

Secretary of the Board, Wendy A. 

Hocking, at (202) 268–4800. 

Wendy A. Hocking, 

Secretary. 

[FR Doc. 07–1234 Filed 3–12–07; 3:49 pm] 

BILLING CODE 7710–12–M 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–27749; 812–13295] 

The RBB Fund, Inc. and Abundance 

Technologies, Inc.; Notice of 

Application 

March 8, 2007. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

12(d)(1)(A) and (B) of the Act and under 

sections 6(c) and 17(b) of the Act for an 

exemption from section 17(a) of the Act. 

SUMMARY OF APPLICATION: The order 

would permit certain series of a 

registered open-end management 

investment company to acquire shares 

of registered open-end management 

investment companies and unit 

investment trusts (‘‘UITs’’) that are 

outside the same group of investment 

companies. 

APPLICANTS: The RBB Fund, Inc. (the 

‘‘Company’’) and Abundance 

Technologies, Inc. (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on May 23, 2006 and amended on 

March 6, 2007. Applicants have agreed 

to file an 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. April 2, 2007, and should 

be accompanied by proof of service on 

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, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549–

1090; Applicants, The RBB Fund, Inc., 

400 Bellevue Parkway, Wilmington, DE 

19809 and Abundance Technologies, 

Inc., 3700 Park 42 Drive, Suite 105A, 

Cincinnati, OH 42141. 

FOR FURTHER INFORMATION, CONTACT: 

Jean E. Minarick, Senior Counsel, at 

(202) 551–6811, or Janet M. Grossnickle, 

Branch Chief, 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 Public 

Reference Desk, U.S. Securities and 

Exchange Commission, 100 F Street, 

NE., Washington DC 20549–0102 

(telephone (202) 551–5850). 

Applicants’ Representations 

1. The Company is a Maryland 

corporation and an open-end 

management investment company 

registered under the Act that is 

comprised of eighteen separate series 

advised by various investment advisers, 

including the Adviser. The Company 

intends to establish three new series: 

Free Market U.S. Equity Fund, Free 

Market International Equity Fund and 

Free Market Fixed-Income Fund, each of 

which will be advised by the Adviser 

(each such series, a ‘‘Fund of Funds’’).1

2. Applicants request relief to permit 

a Fund of Funds to acquire shares of 

registered open-end management 

investment companies or UITs that are 

not part of the same group of investment 

companies as defined in Section 

12(d)(1)(G)(ii) of the Act as the Fund of 

Funds (‘‘Underlying Funds’’) 2 and the 

Underlying Funds to sell such shares to 

the Fund of Funds. Applicants also 

apply for an order pursuant to section 

6(c) and section 17(b) of the Act 

exempting Applicants from section 

17(a) of the Act to the extent necessary 

to permit purchases and redemptions by 

a Fund of Funds of shares of the 

Underlying Funds and to permit the 

Underlying Funds to sell or redeem 

their shares in transactions with the 

Funds of Funds.3 Applicants state that 

each Fund of Funds will provide an 

efficient and simple method of allowing 

investors, with minimal investments, to 

create a comprehensive asset allocation 

program. 

3. The Adviser, a privately-held Ohio 

corporation, is registered under the 

Investment Advisers Act of 1940. The 

Adviser serves, and will serve, as 

investment adviser to the Funds of 

Funds. 

Applicants’ Legal Analysis 

A. Section 12(d)(1) 

1. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring shares of an 

investment company if the securities 

represent more than 3% of the total 

outstanding voting stock of the acquired 

company, more than 5% of the total 

assets of the acquiring company, or, 

together with the securities of any other 

investment companies, more than 10% 

of the total assets of the acquiring 

company. Section 12(d)(1)(B) of the Act 

prohibits a registered open-end 

investment company, its principal 

underwriter and any broker or dealer 

from selling the shares of the investment 

company to another investment 

company if the sale will cause the 

acquiring company to own more than 

3% of the acquired company’s voting 

stock, or if the sale will cause more than 

10% of the acquired company’s voting 

stock to be owned by investment 

companies generally. 

2. Section 12(d)(1)(J) 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 section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Applicants seek an exemption under 

section 12(d)(1)(J) to permit the Funds 

of Funds to acquire shares of 

Underlying Funds and to permit the 

Underlying Funds, their principal 

underwriters and any broker or dealer to 

sell shares of the Underlying Funds to 

the Funds of Funds beyond the limits 

set forth in sections 12(d)(1)(A) and (B) 

of the Act. 

3. Applicants state that the proposed 

arrangement will not give rise to the 

policy concerns underlying sections 

12(d)(1)(A) and (B), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 


cprice-sewell on PROD1PC66 with NOTICES
11920 Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices 

4An Underlying Fund, including an ETF, would 

retain its right to reject any initial investment by a 

Fund of Funds in excess of the limit in section 

12(d)(1)(A)(i) of the Act by declining to execute the 

Participation Agreement with the Fund of Funds. 

5Applicants note that a Fund of Funds generally 

would purchase and sell shares of an Underlying 

excessive layering of fees, and overly 

complex fund structures. Accordingly, 

applicants believe that the requested 

exemption is consistent with the public 

interest and the protection of investors. 

4. Applicants state that the proposed 

arrangement will not result in undue 

influence by a Fund of Funds or its 

affiliated persons over an Underlying 

Fund. To limit the control that a Fund 

of Funds may have over an Underlying 

Fund, applicants propose a condition 

prohibiting: (a) The Adviser and any 

person controlling, controlled by or 

under common control with the 

Adviser, and any investment company 

and any issuer that would be an 

investment company but for section 

3(c)(1) or section 3(c)(7) of the Act that 

is advised by the Adviser or any person 

controlling, controlled by or under 

common control with the Adviser 

(collectively, the ‘‘Group’’), and (b) any 

investment adviser to a Fund of Funds 

that meets the definition of section 

2(a)(20)(B) of the Act (‘‘Sub-Adviser’’), 

any person controlling, controlled by or 

under common control with the SubAdviser, and any investment company 

or issuer that would be an investment 

company but for section 3(c)(1) or 

3(c)(7) of the Act (or portion of such 

investment company or issuer) advised 

by the Sub-Adviser or any person 

controlling, controlled by or under 

common control with the Sub-Adviser 

(collectively, the ‘‘Sub-Adviser Group’’) 

from controlling an Underlying Fund 

within the meaning of section 2(a)(9) of 

the Act. 

5. Applicants also propose conditions 

to preclude a Fund of Funds and its 

affiliated entities from taking advantage 

of an Underlying Fund. Under condition 

2 no Fund of Funds or its Adviser, SubAdviser, promoter, principal 

underwriter or any person controlling, 

controlled by or under common control 

with any of these entities (each, a ‘‘Fund 

of Funds Affiliate’’) will cause any 

existing or potential investment by the 

Fund of Funds in shares of an 

Underlying Fund to influence the terms 

of any services or transactions between 

the Fund of Funds or a Fund of Funds 

Affiliate and the Underlying Fund or its 

investment adviser(s), sponsor, 

promoter, principal underwriter and 

any person controlling, controlled by or 

under common control with any of 

these entities (each, an ‘‘Underlying 

Fund Affiliate’’). Condition 5 precludes 

a Fund of Funds and any Fund of Funds 

Affiliate (except to the extent it is acting 

in its capacity as an investment adviser 

to an Underlying Management Company 

or sponsor to an Underlying Trust) from 

causing an Underlying Fund to 

purchase a security in an offering of 

securities during the existence of any 

underwriting or selling syndicate of 

which a principal underwriter is an 

officer, director, member of an advisory 

board, Adviser, Sub-Adviser, or 

employee of the Fund of Funds, or a 

person of which any such officer, 

director, member of an advisory board, 

Adviser, Sub-Adviser, or employee is an 

affiliated person (each, an 

‘‘Underwriting Affiliate,’’ except any 

person whose relationship to the 

Underlying Fund is covered by section 

10(f) of the Act is not an Underwriting 

Affiliate). An offering of securities 

during the existence of any 

underwriting or selling syndicate of 

which a principal underwriter is an 

Underwriting Affiliate is an ‘‘Affiliated 

Underwriting.’’

6. As an additional assurance that an 

Underlying Management Company 

understands the implications of an 

investment by a Fund of Funds under 

the requested order, prior to a Fund of 

Funds’ investment in an Underlying 

Management Company in excess of the 

limit in section 12(d)(1)(A)(i), condition 

8 requires that the Fund of Funds and 

the Underlying Management Company 

execute an agreement stating, without 

limitation, that their boards of directors 

or trustees and their investment advisers 

understand the terms and conditions of 

the order and agree to fulfill their 

responsibilities under the order 

(‘‘Participation Agreement’’). Applicants 

note that an Underlying Fund (other 

than an ETF whose shares are 

purchased by a Fund of Funds in the 

secondary market) will retain the right 

to reject an investment by a Fund of 

Funds.4

7. Applicants do not believe that the 

proposed arrangement will involve 

excessive layering of fees. With respect 

to investment advisory fees, applicants 

state that, before approving any 

investment advisory contract under 

section 15 of the Act, the board of 

directors or trustees (‘‘Board’’) of the 

Company, including a majority of the 

directors or trustees who are not 

‘‘interested persons,’’ as defined in 

section 2(a)(19) of the Act 

(‘‘Disinterested Directors’’), will find 

that the investment advisory fees 

charged under such contract are based 

on services provided that are in addition 

to, rather than duplicative of, services 

provided under the advisory contract(s) 

of any Underlying Fund in which the 

Fund of Funds may invest. 

8. Applicants state that the proposed 

arrangement will not create an overly 

complex fund structure. Applicants note 

that an Underlying Fund will be 

prohibited from acquiring 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), except to the 

extent that such 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 one or 

more affiliated investment companies 

for short-term cash management 

purposes; or (ii) engage in interfund 

borrowing or lending transactions. 

Applicants also represent that a Fund of 

Funds’ prospectus and sales literature 

will contain concise, ‘‘plain English’’

disclosure designed to inform investors 

of the unique characteristics of the 

proposed Fund of Funds structure, 

including, but not limited to, its 

expense structure and the additional 

expenses of investing in Underlying 

Funds. Each Fund of Funds also will 

comply with the disclosure 

requirements adopted in Investment 

Company Act Release No. 27399 (June 

20, 2006). 

B. Section 17(a) 

5. Section 17(a) of the Act generally 

prohibits sales or purchases of securities 

between a registered investment 

company and any affiliated person of 

the company. Section 2(a)(3) of the Act 

defines an ‘‘affiliated person’’ of another 

person to include (a) Any person 

directly or indirectly owning, 

controlling, or holding with power to 

vote, 5% or more of the outstanding 

voting securities of the other person; (b) 

any person 5% or more of whose 

outstanding voting securities are 

directly or indirectly owned, controlled, 

or held with power to vote by the other 

person; and (c) any person directly or 

indirectly controlling, controlled by, or 

under common control with the other 

person. 

6. Applicants state that the Funds of 

Funds and the Underlying Funds might 

be deemed to be affiliated persons of 

one another if a Fund of Funds acquires 

5% or more of an Underlying Fund’s 

outstanding voting securities. In light of 

these possible affiliations, section 17(a) 

could prevent an Underlying Fund from 

selling shares to and redeeming shares 

from a Fund of Funds.5


cprice-sewell on PROD1PC66 with NOTICES
Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices 11921 

Fund that operates as an ETF through secondary 

market transactions at market prices rather than 

through principal transactions with the Underlying 

Fund at net asset value. Applicants would not rely 

on the requested relief from section 17(a) for such 

secondary market transactions. To the extent a 

Fund of Funds engages in In-Kind ETF Purchases 

and Redemptions, Applicants request relief from 

Section 17(a) for these transactions. 

6Applicants acknowledge that receipt of any 

compensation by (a) an affiliated person of a Fund 

of Funds, or an affiliated person of such person, for 

the purchase by the Fund of Funds of shares of an 

Underlying Fund or (b) an affiliated person of an 

Underlying Fund, or an affiliated person of such 

person, for the sale by the Underlying Fund of its 

shares to a Fund of Funds is subject to section 17(e) 

of the Act. The Participation Agreement also will 

include this acknowledgement. 

7. Section 17(b) of the Act authorizes 

the Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are reasonable and fair and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Section 6(c) of the Act permits the 

Commission to exempt any person or 

transactions from any provision of the 

Act if 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. 

8. Applicants submit that the 

proposed transactions satisfy the 

standards for relief under sections 17(b) 

and 6(c) of the Act.6 Applicants state 

that the terms of the transactions are fair 

and reasonable and do not involve 

overreaching. Applicants note that the 

terms upon which an Underlying Fund 

will sell its shares to or purchase its 

shares from a Fund of Funds will be 

based on the net asset value of the 

Underlying Fund. Applicants state that 

the proposed arrangement will be 

consistent with the policies of each 

Fund of Funds and Underlying Fund, 

and with the general purposes of the 

Act. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. The members of the Group will not 

control (individually or in the aggregate) 

an Underlying Fund within the meaning 

of section 2(a)(9) of the Act. The 

members of the Sub-Adviser Group will 

not control (individually or in the 

aggregate) an Underlying Fund within 

the meaning of section 2(a)(9) of the Act. 

If, as a result of a decrease in the 

outstanding voting securities of an 

Underlying Fund, the Group or the SubAdviser Group, each in the aggregate, 

becomes a holder of more than 25% of 

the outstanding voting securities of the 

Underlying Fund, it will vote its shares 

of the Underlying Fund in the same 

proportion as the vote of all other 

holders of the Underlying Fund’s 

shares. This condition shall not apply to 

the Sub-Adviser Group with respect to 

an Underlying Fund for which the SubAdviser or a person controlling, 

controlled by, or under common control 

with the Sub-Adviser acts as the 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act (in the 

case of an Underlying Management 

Company) or as the sponsor (in the case 

of an Underlying Trust). 

2. No Fund of Funds or Fund of 

Funds Affiliate will cause any existing 

or potential investment by the Fund of 

Funds in shares of an Underlying Fund 

to influence the terms of any services or 

transactions between the Fund of Funds 

or a Fund of Funds Affiliate and the 

Underlying Fund or an Underlying 

Fund Affiliate. 

3. The Board of the Company, 

including a majority of the Disinterested 

Directors, will adopt procedures 

reasonably designed to assure that the 

Adviser and any Sub-Adviser to the 

Fund of Funds are conducting the 

investment program of the Fund of 

Funds without taking into account any 

consideration received by the Fund of 

Funds or a Fund of Funds Affiliate from 

an Underlying Fund or an Underlying 

Fund Affiliate in connection with any 

services or transactions. 

4. Once an investment by a Fund of 

Funds in the securities of an Underlying 

Management Company exceeds the limit 

of section 12(d)(1)(A)(i) of the Act, the 

Board of the Underlying Management 

Company, including a majority of the 

Disinterested Directors, will determine 

that any consideration paid by the 

Underlying Management Company to 

the Fund of Funds or a Fund of Funds 

Affiliate in connection with any services 

or transactions: (a) Is fair and reasonable 

in relation to the nature and quality of 

the services and benefits received by the 

Underlying Management Company; (b) 

is within the range of consideration that 

the Underlying Management Company 

would be required to pay to another 

unaffiliated entity in connection with 

the same services or transactions; and 

(c) does not involve overreaching on the 

part of any person concerned. This 

condition does not apply with respect to 

any services or transactions between an 

Underlying Management Company and 

its investment adviser(s), or any person 

controlling, controlled by, or under 

common control with such investment 

adviser(s). 

5. No Fund of Funds or Fund of 

Funds Affiliate (except to the extent it 

is acting in its capacity as an investment 

adviser to an Underlying Management 

Company or sponsor to an Underlying 

Trust) will cause an Underlying Fund to 

purchase a security in any Affiliated 

Underwriting. 

6. The Board of an Underlying 

Management Company, including a 

majority of the Disinterested Directors, 

will adopt procedures reasonably 

designed to monitor any purchases of 

securities by the Underlying 

Management Company in Affiliated 

Underwritings, once an investment by a 

Fund of Funds in the securities of the 

Underlying Management Company 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The Board will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Fund of Funds in shares of the 

Underlying Management Company. The 

Board will consider, among other 

things: (a) Whether the purchases were 

consistent with the investment 

objectives and policies of the 

Underlying Management Company; (b) 

how the performance of securities 

purchased in an Affiliated Underwriting 

compares to the performance of 

comparable securities purchased during 

a comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by the Underlying 

Management Company in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interests 

of shareholders. 

7. Each Underlying Management 

Company shall maintain and preserve 

permanently in an easily accessible 

place a written copy of the procedures 

described in the preceding condition, 

and any modifications to such 

procedures, and shall maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any purchase from an Affiliated 

Underwriting occurred, the first two 


cprice-sewell on PROD1PC66 with NOTICES
11922 Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices 

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). 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings 

once an investment by a Fund of Funds 

in the securities of an Underlying 

Management Company exceeds the limit 

of section 12(d)(1)(A)(i) of the Act, 

setting forth from whom the securities 

were acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the determinations of the Board of the 

Underlying Management Company were 

made. 

8. Prior to an investment in shares of 

an Underlying Management Company in 

excess of the limit in section 

12(d)(1)(A)(i) of the Act, the Fund of 

Funds and the Underlying Management 

Company will execute a Participation 

Agreement stating, without limitation, 

that their Boards and their investment 

advisers understand the terms and 

conditions of the order and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

shares of an Underlying Management 

Company in excess of the limit in 

section 12(d)(1)(A)(i), a Fund of Funds 

will notify the Underlying Management 

Company of the investment. At such 

time, the Fund of Funds also will 

transmit to the Underlying Management 

Company a list of the names of each 

Fund of Funds Affiliate and 

Underwriting Affiliate. The Fund of 

Funds will notify the Underlying 

Management Company of any changes 

to the list as soon as reasonably 

practicable after a change occurs. The 

Underlying Management Company and 

the Fund of Funds will maintain and 

preserve a copy of the order, the 

Participation Agreement, and the list 

with any updated information for the 

duration of the investment and for a 

period of not less than six years 

thereafter, the first two years in an 

easily accessible place. 

9. Prior to approving any investment 

advisory agreement under section 15 of 

the Act with respect to a Fund of Funds, 

the Board of the Company, including a 

majority of the Disinterested Directors, 

will find that the advisory fees charged 

under such agreement are based on 

services provided that are in addition to, 

rather than duplicative of, the services 

provided under the investment advisory 

agreement(s) of any Underlying Fund in 

which the Fund of Funds may invest. 

The finding, and the basis upon which 

the finding was made, will be recorded 

fully in the minute books of the 

Company. 

10. The Adviser will waive fees 

otherwise payable to it by a Fund of 

Funds in an amount at least equal to any 

compensation (including fees received 

pursuant to a plan adopted by an 

Underlying Management Company 

under rule 12b–1 under the Act) 

received from an Underlying Fund by 

the Adviser or an affiliated person of the 

Adviser, other than any advisory fees 

paid to the Adviser or its affiliated 

person by an Underlying Management 

Company, in connection with the 

investment by the Fund of Funds in the 

Underlying Fund. Any Sub-Adviser will 

waive fees otherwise payable to the SubAdviser, directly or indirectly, by the 

Fund of Funds in an amount at least 

equal to any compensation received 

from an Underlying Fund by the SubAdviser, or an affiliated person of the 

Sub-Adviser, other than any advisory 

fees paid to the Sub-Adviser or its 

affiliated person by an Underlying 

Management Company, in connection 

with the investment by the Fund of 

Funds in the Underlying Fund made at 

the direction of the Sub-Adviser. In the 

event that the Sub-Adviser waives fees, 

the benefit of the waiver will be passed 

through to the Fund of Funds. 

11. Any sales charges and/or service 

fees charged with respect to shares of a 

Fund of Funds will not exceed the 

limits applicable to funds of funds set 

forth in NASD Conduct Rule 2830. 

12. No Underlying Fund will acquire 

securities of any other 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 that such Underlying Fund (i) 

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 1940 Act); or (ii) acquires (or is 

deemed to have acquired) securities of 

another investment company pursuant 

to exemptive relief from the 

Commission permitting such 

Underlying Fund to (a) acquire 

securities of one or more affiliated 

investment companies for short-term 

cash management purposes, or (b) 

engage in interfund borrowing and 

lending transactions. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–4633 Filed 3–13–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55419; File No. SR–BSE–

2007–10] 

Self-Regulatory Organizations; Boston 

Stock Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Exchange Fees and Charges 

March 7, 2007. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on March 1, 

2007, the Boston Stock Exchange, Inc. 

(‘‘BSE’’ 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 BSE. The 

BSE has designated this proposal as one 

establishing or changing a due, fee, or 

other charge imposed by the BSE under 

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 

The BSE proposes to amend the 

Minimum Activity Charge (‘‘MAC’’) 

contained in the Fee Schedule for the 

Boston Options Exchange (‘‘BOX’’). The 

Exchange proposes to add an alternative 

calculation of the minimum activity 

charge called ‘‘MiniMAC.’’ The text of 

the proposed rule change is available at 

the BSE, the Commission’s Public 

Reference Room, and http:// 

www.bostonstock.com/legal/filings/ 

2007-10.pdf. 

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 

BSE 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 BSE has prepared 

summaries, set forth in Sections A, B, 


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