71338 Federal Register / Vol. 70, No. 227 / Monday, November 28, 2005 / Notices 

1 15 U.S.C. 80a–1. 

2For example, fund directors must approve 

investment advisory and distribution contracts. See 

15 U.S.C. 80a–15(a), (b), and (c). 

3 Investment Company Act Release No. 4 (Oct. 29, 

1940) [5 FR 4316 (Oct. 31, 1940)]. Note that rule 0–

1 was originally adopted as rule N–1. 

4The relevant exemptive rules are: Rule 10f–3 [17 

CFR 270.10f–3], Rule 12b–1 [17 CFR 270.12b–1], 

Rule 15a–4(b)(2) [17 CFR 270.15a–4(b)(2)], Rule 

17a–7 [17 CFR 270.17a–7], Rule 17a–8 [17 CFR 

270.17a–8], Rule 17d–1(d)(7) [17 CFR 270.17d–

1(d)(7)], Rule 17e–1(c) [17 CFR 270.17e–1(c)], Rule 

17g–1 [17 CFR 270.17g–1], Rule 18f–3 [17 CFR 

270.18f–3], and Rule 23c–3 [17 CFR 270.23c–3]. 

5See Role of Independent Directors of Investment 

Companies, Investment Company Act Release No. 

24816 (Jan. 2, 2001) [66 FR 3735 (Jan. 16, 2001)]. 

6A ‘‘control person’’ is any person—other than a 

fund—directly or indirectly controlling, controlled 

by, or under common control, with any of the 

fund’s management organizations. See 17 CFR 

270.01(a)(6)(iv)(B). 

DTGS60003 Special Assistant to the 

Secretary and Deputy Director for 

Scheduling and Advance to the 

Secretary. Effective October 28, 2005. 

Section 213.3397 Federal Housing 

Finance Board 

FBOT00005 Staff Assistant to the 

Chairman. Effective October 25, 2005. 

Authority: 5 U.S.C. 3301 and 3302; E.O. 

10577, 3 CFR 1954–1958 Comp., P.218. 

Office of Personnel Management 

Linda M. Springer, 

Director. 

[FR Doc. 05–23388 Filed 11–22–05; 5:04 pm] 

BILLING CODE 6325–39–M 

POSTAL SERVICE 

Board of Governors; Sunshine Act 

Meeting 

Date and Times: Tuesday, December 6, 

2005; 8 a.m. and 10 a.m. 

Place: Washington, DC, at U.S. Postal 

Service Headquarters, 475 L’Enfant 

Plaza, SW., in the Benjamin Franklin 

Room. 

Status: December 6–8 a.m. (Open); 10 

a.m. (Closed) 

Matters To Be Considered 

Tuesday, December 6 at 8 a.m. (Open) 

1. Minutes of the Previous Meetings, 

November 1, and 16, 2005. 

2. Remarks of the Postmaster General 

and CEO Jack Potter. 

3. Committee Reports. 

4. Fiscal Year 2005 Audited Financial 

Statements. 

5. Postal Service Fiscal Year 2005 

Annual Report. 

6. Final Fiscal Year 2007 

Appropriation Request. 

7. Capital Investment—Mail 

Processing Infrastructure (MPI), Phase 3. 

8. Tentative Agenda for the January 

10, 2006, meeting in Washington, DC. 

Tuesday, December 6 at 10 a.m. 

(Closed) 

1. Financial Update and Rate Case 

Planning. 

2. Labor Negotiations Planning. 

3. Strategic Planning. 

4. Personnel Matters and 

Compensation Issues. 

Contact Person for More Information: 

William T. Johnstone, Secretary of the 

Board, U.S. Postal Service, 475 L’Enfant 

Plaza, SW., Washington, DC 20260–

1000. Telephone (202) 268–4800. 

William T. Johnstone, 

Secretary. 

[FR Doc. 05–23391 Filed 11–22–05; 4:43 pm] 

BILLING CODE 7710–12–M 

SECURITIES AND EXCHANGE 

COMMISSION 

Proposed Collection; Comment 

Request 

Upon written request, copies available 

from: Securities and Exchange 

Commission, Office of Filings and 

Information Services, Washington, DC 

20549. 

Extension: 

Rule 0–1; SEC File No. 270–472; OMB 

Control No. 3235–0531. 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) plans to submit to the 

Office of Management and Budget 

requests for extension of the previous 

approved collections of information 

discussed below. 

The Investment Company Act of 1940 

(the ‘‘Act’’) 1 establishes a 

comprehensive framework for regulating 

the organization and operation of 

investment companies (‘‘funds’’). A 

principal objective of the Act is to 

protect fund investors by addressing the 

conflicts of interest that exist between 

funds and their investment advisers and 

other affiliated persons. The Act places 

significant responsibility on the fund 

board of directors in overseeing the 

operations of the fund and policing the 

relevant conflicts of interest.2

In one of its first releases, the 

Commission exercised its rulemaking 

authority pursuant to sections 38(a) and 

40(b) of the Act by adopting rule 0–1 [17 

CFR 270.0–1].3 Rule 0–1, as 

subsequently amended on numerous 

occasions, provides definitions for the 

terms used by the Commission in the 

rules and regulations it has adopted 

pursuant to the Act. The rule also 

contains a number of rules of 

construction for terms that are defined 

either in the Act itself or elsewhere in 

the Commission’s rules and regulations. 

Finally, rule 0–1 defines terms that 

serve as conditions to the availability of 

certain of the Commission’s exemptive 

rules. More specifically, the term 

‘‘independent legal counsel,’’ as defined 

in rule 0–1, sets out conditions that 

funds must meet in order to rely on any 

of ten exemptive rules (‘‘exemptive 

rules’’) under the Act.4

The Commission amended rule 0–1 to 

include the definition of the term 

‘‘independent legal counsel’’ in 2001.5

This amendment was designed to 

enhance the effectiveness of fund boards 

of directors and to better enable 

investors to assess the independence of 

those directors. The Commission also 

amended the exemptive rules to require 

that any person who serves as legal 

counsel to the independent directors of 

any fund that relies on any of the 

exemptive rules must be an 

‘‘independent legal counsel.’’ This 

requirement was added because 

independent directors can better 

perform the responsibilities assigned to 

them under the Act and the rules if they 

have the assistance of truly independent 

legal counsel. 

If the board’s counsel has represented 

the fund’s investment adviser, principal 

underwriter, administrator (collectively, 

‘‘management organizations’’) or their 

‘‘control persons’’ 6 during the past two 

years, rule 0–1 requires that the board’s 

independent directors make a 

determination about the adequacy of the 

counsel’s independence. A majority of 

the board’s independent directors are 

required to reasonably determine, in the 

exercise of their judgment, that the 

counsel’s prior or current representation 

of the management organizations or 

their control persons was sufficiently 

limited to conclude that it is unlikely to 

adversely affect the counsel’s 

professional judgment and legal 

representation. Rule 0–1 also requires 

that a record for the basis of this 

determination is made in the minutes of 

the directors’ meeting. In addition, the 

independent directors must have 

obtained an undertaking from the 

counsel to provide them with the 

information necessary to make their 

determination and to update promptly 

that information when the person begins 

to represent a management organization 

or control person, or when he or she 

materially increases his or her 

representation. Generally, the 

independent directors must re-evaluate 

their determination no less frequently 

than annually.