1252 Federal Register / Vol. 72, No. 6 / Wednesday, January 10, 2007 / Notices 

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

2Securities Exchange Act Release No. 54769 

(November 16, 2006), 71 FR 67946. 

3As noted below, the term ‘‘Unregistered 

Investment Pool’’ is a newly-defined term in the 

MBSD’s Rules. 

4Currently, a clearing applicant or participant 

that is an unregistered investment pool and whose 

financial statements are prepared in accordance 

with U.S. generally accepted accounting principles 

(‘‘GAAP’’) must satisfy a minimum financial 

requirement of $10 million in net asset value. In 

this filing, FICC is making a technical change to 

replace the term ‘‘net asset value’’ with the term 

5. At all times, a majority of the Board 

will be Independent Trustees, and the 

nomination of new or additional 

Independent Trustees will be placed 

within the discretion of the thenexisting Independent Trustees. 

6. When a Sub-Adviser change is 

proposed for a Fund with an Affiliated 

Sub-Adviser, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

such Fund and its shareholders and 

does not involve a conflict of interest 

from which the Manager or the 

Affiliated Sub-Adviser derives an 

inappropriate advantage. 

7. The Manager will provide general 

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 SubAdvisers to manage all or a part of the 

Fund’s assets; (iii) when appropriate, 

allocate and reallocate the Fund’s assets 

among multiple Sub-Advisers; (iv) 

monitor and evaluate the investment 

performance of the Sub-Advisers; and 

(v) implement procedures reasonably 

designed to ensure compliance by the 

Sub-Advisers with the Fund’s 

investment objectives, policies and 

restrictions. 

8. No trustee or officer of the Trust, 

or director or officer of the Manager will 

own directly or indirectly (other than 

through a pooled investment vehicle 

that is not controlled by such person) 

any interest in a Sub-Adviser except for: 

(i) Ownership of interests in the 

Manager or any entity that controls, is 

controlled by, or is under common 

control with the Manager; or (ii) 

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 Sub-Adviser or 

an entity that controls, is controlled by, 

or is under common control with a SubAdviser. 

9. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

10. Independent legal counsel, as 

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

will be engaged to represent the 

Independent Trustees. The selection of 

such counsel will be within the 

discretion of the then-existing 

Independent Trustees. 

11. The Manager will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Manager on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Sub-Adviser during the 

applicable quarter. 

12. Whenever a Sub-Adviser is hired 

or terminated, the Manager will provide 

the Board with information showing the 

expected impact on the profitability of 

the Manager. 

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. 

Nancy M. Morris, 

Secretary. 

[FR Doc. E7–161 Filed 1–9–07; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold the following 

meeting during the week of January 8, 

2007: 

A Closed Meeting will be held on 

Thursday, January 11, 2007 at 2 p.m. 

Commissioners, Counsels to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters may also be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (4), (5), (7), (8), (9)(B) 

and (10) and 17 CFR 200.402(a) (3), (4), 

(5), (7), (8), (9)(ii), and (10) permit 

consideration of the scheduled matters 

at the Closed Meeting. 

Commissioner Nazareth, as duty 

officer, voted to consider the items 

listed for the closed meeting in closed 

session. 

The subject matters of the Closed 

Meeting scheduled for Thursday, 

January 11, 2007 will be: 

Formal orders of investigation; 

Institution and settlement of injunctive 

actions; 

Institution and settlement of 

administrative proceedings of an 

enforcement nature; 

An adjudicatory matter; 

A regulatory matter regarding a financial 

institution; 

Amicus consideration; and 

Other matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: January 4, 2007. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 07–62 Filed 1–5–07; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55037; File No. SR–FICC–

2006–10] 

Self-Regulatory Organizations; Fixed 

Income Clearing Corporation; Order 

Approving Proposed Rule Change To 

Amend the Rules of Its MortgageBacked Securities Division Regarding 

Membership Requirements for 

Unregistered Investment Pools 

January 3, 2007. 

I. Introduction 

On June 9, 2006, the Fixed Income 

Clearing Corporation (‘‘FICC’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) proposed 

rule change SR–FICC–2006–10 pursuant 

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

Exchange Act of 1934 (‘‘Act’’).1 Notice 

of the proposal was published in the 

Federal Register on November 24, 

2006.2 No comment letters were 

received. For the reasons discussed 

below, the Commission is approving the 

proposed rule change. 

II. Description 

FICC is proposing to amend the rules 

of its Mortgage-Backed Securities 

Division (‘‘MBSD’’) regarding the 

membership requirements of 

‘‘Unregistered Investment Pools.’’ 3

Currently, unregistered investment 

pools have essentially the same 

membership standards as other MBSD 

non-broker clearing members.4 The size 

mstockstill on PROD1PC61 with NOTICES