68116 Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 

1All existing entities that currently intend to rely 

on the order are named as applicants. Any entity 

that relies on the order in the future will do so only 

in accordance with the terms and conditions of the 

application. If the name of any Fund contains the 

name of a Money Manager (as defined below), the 

name of FRIMCo (e.g., ‘‘Frank Russell’’), or the 

name of an entity controlling, controlled by, or 

under common control with FRIMCo that serves as 

the primary adviser to the Fund, will precede the 

name of the Money Manager.

For a detailed statement of the 

information presented, all persons are 

referred to Global Industries’s 

application, which is on file in the 

Commission’s Public Reference Room, 

Station Place, 100 F Street, NE., 

Washington, DC 20549. 

The Commission also gives notice that 

any interested person not later than 

November 25, 2005 may submit to the 

Commission in writing its views on any 

substantial facts bearing on the 

application or the desirability of a 

hearing thereon. 

Any such communication or request 

may be submitted by any of the 

following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/other.shtml); or 

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

Number 81–934 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–9303. 

All submissions should refer to File 

Number 81–934. This file number 

should be included on the subject line 

if e-mail is used. To help the 

Commission process and review your 

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/other.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the application filed 

with the Commission, and all written 

communications relating to the 

application 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. 

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 be submitted on or 

before November 25, 2005. 

Persons who request a hearing or 

advice as to whether a hearing is 

ordered will receive any notices and 

orders issued in this matter, including 

the date of the hearing (if ordered) and 

any postponements thereof. At any time 

after said date, the Commission may 

issue an order granting the application 

upon request or upon the Commission’s 

own motion.

For the Commission, by the Division of 

Corporation Finance, pursuant to delegated 

authority. 

Jonathan G. Katz, 

Secretary.

[FR Doc. 05–22382 Filed 11–4–05; 3:09 pm]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

27141; 812–13216] 

Frank Russell Investment Management 

Company, et al.; Notice of Application 

November 3, 2005.

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’).

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as certain 

disclosure requirements. 

Summary of Application: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

Applicants: Frank Russell Investment 

Management Company (‘‘FRIMCo’’) and 

Steward Funds, Inc. (the ‘‘Company’’). 

Filing Dates: The application was 

filed on July 20, 2005, and amended on 

November 2, 2005. 

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 November 28, 2005, 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 St., 

NE., Washington, DC 20549–9303; 

Applicants, Gregory J. Lyons, Esq., 

Frank Russell Company, 909 A Street, 

Tacoma, Washington 98402.

FOR FURTHER INFORMATION CONTACT:

Marilyn Mann, Senior Counsel, at (202) 

551–6813, or Nadya B. 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 St., NE., Washington, DC 20549–

0102 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Company is organized as a 

Maryland corporation and is registered 

under the Act as an open-end 

management investment company. The 

Company has two operating series, 

neither of which will be operated 

pursuant to the application. An 

amendment to the Company’s 

registration statement on Form N–1A to 

register shares of a third series, the 

Steward Multi-Manager Equity Fund 

(the ‘‘Existing Fund’’), has been filed 

with the Commission. When the 

registration statement is declared 

effective, the Existing Fund will 

implement the manager-of-managers 

structure as described in the 

application. Applicants also request 

relief for any future series of the 

Company that is advised by FRIMCo 

that uses the manager-of-managers 

arrangement described in the 

application (each such series, together 

with the Existing Fund, a ‘‘Fund’’).1

2. FRIMCo is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) and will serve as 

investment adviser to the Existing Fund 

pursuant to an investment advisory 

agreement (‘‘Advisory Agreement’’) with 

the Existing Fund. The Advisory 

Agreement has been approved by the 

Existing Fund’s board of directors 

(‘‘Board’’), including a majority of the 

directors who are not ‘‘interested 

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

of the Act, of the Existing Fund or 

FRIMCo (the ‘‘Independent Directors’’), 

as well as by the sole initial shareholder 

of the Existing Fund. 

3. Under the terms of the Advisory 

Agreement, FRIMCo will provide 

Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 68117

investment advisory services to the 

Existing Fund, supervise the investment 

program for the Existing Fund, and has 

the authority, subject to Board approval, 

to enter into investment subadvisory 

agreements (‘‘Portfolio Management 

Agreements’’) with one or more 

subadvisers (‘‘Money Managers’’). Each 

Money Manager is registered under the 

Advisers Act. FRIMCo will monitor and 

evaluate the Money Managers and 

recommend to the Board their hiring, 

retention or termination. Money 

Managers recommended to the Board by 

FRIMCo are selected and approved by 

the Board, including a majority of the 

Independent Directors. Each Money 

Manager has discretionary authority to 

invest the assets or a portion of the 

assets of the Existing Fund. FRIMCo 

compensates each Money Manager out 

of the fees paid to FRIMCo under the 

Advisory Agreement. 

4. Applicants request an order that 

would (a) permit FRIMCo to hire Money 

Managers and materially amend 

Portfolio Management Agreements 

without obtaining shareholder approval 

and (b) grant relief from certain 

disclosure requirements concerning fees 

paid to the Money Managers. The 

requested relief will not extend to any 

Money Manager that is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of a Fund or FRIMCo, other 

than by reason of serving as a Money 

Manager to one or more of the Funds 

(‘‘Affiliated Money Manager’’). 

5. An exemption is requested to 

permit a Fund to disclose (as both a 

dollar amount and as a percentage of the 

Fund’s net assets): (a) The aggregate fees 

paid to FRIMCo and any Affiliated 

Money Managers; and (b) the aggregate 

fees paid to Money Managers other than 

Affiliated Money Managers (‘‘Aggregate 

Fee Disclosure’’). For any Fund that 

employs an Affiliated Money Manager, 

the Fund will provide separate 

disclosure of any fees paid to the 

Affiliated Money Manager. 

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. Rule 18f–

2 under the Act provides that each 

series or class of stock in a series 

company affected by a matter must 

approve such matter if the Act requires 

shareholder approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 14(a)(3) of Form N–1A 

requires disclosure of the method and 

amount of the investment adviser’s 

compensation. 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to an 

investment company to comply with 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘1934 Act’’). 

Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) 

and 22(c)(9) of Schedule 14A, taken 

together, require a proxy statement for a 

shareholder meeting at which the 

advisory contract will be voted upon to 

include the ‘‘rate of compensation of the 

investment adviser,’’ the ‘‘aggregate 

amount of the investment adviser’s 

fees,’’ a description of the ‘‘terms of the 

contract to be acted upon,’’ and, if a 

change in the advisory fee is proposed, 

the existing and proposed fees and the 

difference between the two fees. 

4. Form N–SAR is the semi-annual 

report filed with the Commission by 

registered investment companies. Item 

48 of Form N–SAR requires investment 

companies to disclose the rate schedule 

for fees paid to their investment 

advisers, including the Money 

Managers. 

5. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of 

investment company registration 

statements and shareholder reports filed 

with the Commission. Sections 6–

07(2)(a), (b), and (c) of Regulation S–X 

require that investment companies 

include in their financial statements 

information about investment advisory 

fees.

6. 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 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 

state that their requested relief meets 

this standard for the reasons discussed 

below. 

7. Applicants assert that the 

shareholders are relying on FRIMCo’s 

experience to select one or more Money 

Managers best suited to achieve a 

Fund’s investment objectives. 

Applicants assert that, from the 

perspective of an investor in the Fund, 

the role of the Money Managers is 

comparable to that of the individual 

portfolio managers employed by 

traditional investment company 

advisory firms. Applicants state that 

requiring shareholder approval of each 

Portfolio Management Agreement would 

impose costs and unnecessary delays on 

the Funds, and may preclude FRIMCo 

from acting promptly in a manner 

considered advisable by the Board. 

Applicants note that the Advisory 

Agreement and any Portfolio 

Management Agreement with an 

Affiliated Money Manager will remain 

subject to section 15(a) of the Act and 

rule 18f–2 under the Act. 

8. Applicants assert that some Money 

Managers use a ‘‘posted’’ rate schedule 

to set their fees. Applicants state that 

while Money Managers are willing to 

negotiate fees that are lower than those 

posted on the schedule, they are 

reluctant to do so where the fees are 

disclosed to other prospective and 

existing customers. Applicants submit 

that the requested relief would allow 

FRIMCo to negotiate more effectively 

with each individual Money Manager. 

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 1940 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. The prospectus for each Fund will 

disclose the existence, substance, and 

effect of any order granted pursuant to 

the application. Each Fund will hold 

itself out to the public as employing the 

management structure described in the 

application. The prospectus will 

prominently disclose that FRIMCo has 

ultimate responsibility (subject to 

oversight by the Board) to oversee the 

Money Managers and recommend their 

hiring, termination, and replacement. 

3. Within 90 days of the hiring of a 

new Money Manager, the affected Fund 

shareholders will be furnished all 

information about the new Money 

Manager 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 Money Manager. To meet this 

obligation, the Fund will provide 

shareholders within 90 days of the 

hiring of a new Money Manager with an 

information statement meeting the 

requirements of Regulation 14C, 

Schedule 14C and Item 22 of Schedule 

14A under the 1934 Act, except as 

68118 Federal Register / Vol. 70, No. 216 / Wednesday, November 9, 2005 / Notices 

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

2 17 CFR 240.19b–4.

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

4 17 CFR 240.19b–4(f)(6).

5The Exchange has requested that the 

Commission waive the 30-day operative delay, as 

specified in Rule 19b–4(f)(6)(iii). 17 CFR 240.19b–

4(f)(6)(iii).

modified by the order to permit 

Aggregate Fee Disclosure. 

4. FRIMCo will not enter into a 

Portfolio Management Agreement with 

any Affiliated Money Manager without 

that agreement, including the 

compensation to be paid thereunder, 

being approved by Fund shareholders. 

5. The Board of each Fund will satisfy 

the fund governance standards as 

defined in rule 0–1(a)(7) under the Act 

by the compliance date for the rule 

(‘‘Compliance Date’’). Prior to the 

Compliance Date, a majority of the 

Board will be Independent Directors, 

and the nomination of new or additional 

Independent Directors will be at the 

discretion of the then existing 

Independent Directors. 

6. When a Money Manager change is 

proposed for a Fund with an Affiliated 

Money Manager, the Board, including a 

majority of the Independent Directors, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders and does 

not involve a conflict of interest from 

which FRIMCo or the Affiliated Money 

Manager derives an inappropriate 

advantage. 

7. Independent legal counsel, as 

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

will be engaged to represent the 

Independent Directors. The selection of 

such counsel will be within the 

discretion of the then existing 

Independent Directors. 

8. FRIMCo will provide the Board, no 

less frequently than quarterly, with 

information about the profitability of 

FRIMCo on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Money Manager during the 

applicable quarter. 

9. Whenever a Money Manager is 

hired or terminated, FRIMCo will 

provide the Board with information 

showing the expected impact on the 

profitability of FRIMCo. 

10. FRIMCo will provide general 

investment 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 of the Board, will: (i) Set 

each Fund’s overall investment 

strategies, (ii) evaluate, select and 

recommend Money Managers to manage 

all or a part of a Fund’s assets, (iii) when 

appropriate, allocate and reallocate a 

Fund’s assets among multiple Money 

Managers, (iv) monitor and evaluate the 

performance of Money Managers, and 

(v) implement procedures reasonably 

designed to ensure that the Money 

Managers comply with each Fund’s 

investment objective, policies and 

restrictions. 

11. No director or officer of a Fund, 

or director or officer of FRIMCo, will 

own directly or indirectly (other than 

through a pooled investment vehicle 

that is not controlled by such person) 

any interest in a Money Manager, except 

for (a) ownership of interests in FRIMCo 

or any entity that controls, is controlled 

by, or is under common control with 

FRIMCo, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of a publicly 

traded company that is either a Money 

Manager or an entity that controls, is 

controlled by or is under common 

control with a Money Manager. 

12. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. 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. 

Jonathan G. Katz, 

Secretary.

[FR Doc. 05–22332 Filed 11–8–05; 8:45 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Cameron International, 

Inc.; Order of Suspension of Trading 

November 7, 2005. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning a recent tender offer or other 

possible change in ownership of 

Cameron International, Inc. 

(‘‘Cameron’’), quoted on the Over the 

Counter Bulletin Board under the ticker 

symbol CMRN. Also, questions have 

arisen regarding a recent increase in the 

share price from $.05 to $90 during a 

period when no material information 

about the company was made public. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the abovelisted company is suspended for the 

period from 9:30 a.m. e.s.t. November 7, 

2005, through 11:59 p.m. e.s.t., on 

November 21, 2005.

By the Commission. 

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. 05–22450 Filed 11–7–05; 11:57 am]

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52724; File No. SR–CHX–

2005–26] 

Self-Regulatory Organizations; 

Chicago Stock Exchange, Inc.; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change To Permit 

Execution of Mixed Lot Cross and 

Cross With Size Orders in the 

Electronic Book 

November 2, 2005. 

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 October 

11, 2005, the Chicago Stock Exchange, 

Incorporated (‘‘CHX’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Exchange has designated the proposed 

rule change as constituting a ‘‘noncontroversial’’ rule change pursuant to 

section 19(b)(3)(A)(iii) of the Act,3 and 

Rule 19b–4(f)(6) thereunder,4 which 

renders the proposal effective upon 

filing with the Commission.5 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 CHX proposes to amend CHX 

Article XXA, Rule 2, to permit the 

execution of mixed lot cross and cross 

with size orders in the electronic book. 

The text of the proposed rule change is 

set forth below. Proposed new language 

is italicized; proposed deletions are in 

[brackets].

* * * * *

ARTICLE XXA 

Operation of the Electronic Book

* * * * *