Advisory Committee on Smaller Public Companies, 61478 [E5-5861]

Download as PDF 61478 Federal Register / Vol. 70, No. 204 / Monday, October 24, 2005 / Notices Board. Applicants also note that the Advisory Agreement will remain subject to the shareholder approval requirements in section 15(a) of the Act and rule 18f–2 under the Act. 4. Applicants note that the Commission has proposed rule 15a–5 under the Act and agree that the requested order will expire on the effective date of rule 15a–5 under the Act, if adopted.2 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 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 initial shareholder(s) before shares of such Fund are offered to the public. 2. Each Fund relying on the requested order will disclose in its prospectus the existence, substance, and effect of any order granted pursuant to the application. In addition, each Fund relying on the requested order will hold itself out to the public as employing the ‘‘manager of managers’’ structure described in the application. Such Fund’s prospectus will prominently disclose that the Adviser has ultimate responsibility, subject to oversight by the Board, to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. The Adviser will provide general management and administrative 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 by the Board, will (i) Set each Fund’s overall investment strategies; (ii) evaluate, select and recommend Subadvisers to manage all or a part of a Fund’s assets; (iii) when appropriate allocate and reallocate a Fund’s assets among multiple Subadvisers; (iv) monitor and evaluate the performance of the Subadvisers; and (v) implement procedures reasonably designed to ensure that the Subadvisers comply with the relevant Fund’s investment objective, policies, and restrictions. 4. Each Fund will comply with the fund governance standards that the 2 Investment Company Act Release No. 26230 (Oct. 23, 2003). VerDate Aug<31>2005 15:19 Oct 21, 2005 Jkt 208001 Commission adopted in Investment Company Act Release No. 26520, by the compliance date set forth therein (‘‘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. Any person who acts as legal counsel for the Independent Directors will be an independent legal counsel, as defined in rule 0–1(a)(6) under the Act. 5. The Adviser will not enter into a Subadvisory Agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Fund. 6. When a Subadviser change is proposed for a Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Directors, will make a separate finding, reflected in the 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 the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 7. Shareholders of any Direct Contract Fund will approve any change to a Subadvisory Agreement if such change would result in an increase in the overall management and advisory fees payable by the Fund that have been approved by the shareholders of the Fund. 8. No director or officer of a Fund, or director or officer of the Adviser will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in a Subadviser, except for (i) ownership of interests in the Adviser or any entity that controls, is controlled by, or is under common control with the Adviser; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publiclytraded company that is either a Subadviser or an entity that controls, is controlled by or is under common control with a Subadviser. 9. Within 90 days of the hiring of a new Subadviser, the Adviser will furnish shareholders of the applicable Fund all information about the new Subadviser that would be included in a proxy statement. To meet this obligation, the Adviser will provide shareholders of the applicable Fund with an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934. PO 00000 Frm 00056 Fmt 4703 Sfmt 4703 10. 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. E5–5862 Filed 10–21–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release Nos. 33–8628; 34–52629, File No. 265–23] Advisory Committee on Smaller Public Companies Securities and Exchange Commission. AGENCY: Time change for meeting of SEC Advisory Committee on Smaller Public Companies. ACTION: The Securities and Exchange Commission Advisory Committee on Smaller Public Companies is providing notice that it is changing the start time of its public meeting on Monday, October 24, 2005, from 9 a.m. to 9:30 a.m. This meeting will be held in MultiPurpose Room L006 of the Commission’s headquarters, 100 F Street, NE., Washington, DC 20549. The start time for the second day of this meeting Tuesday, October 25, 2005, will remain 9 a.m. FOR FURTHER INFORMATION CONTACT: Kevin M. O’Neill, Special Counsel, at (202) 551–3260, Office of Small Business Policy, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–3628. In accordance with Section 10(a) of the Federal Advisory Committee Act, 5 U.S.C. App. 1, 10(a), and the regulations thereunder, Gerald J. Laporte, Designated Federal Officer of the Committee, has ordered publication of this notice. SUPPLEMENTARY INFORMATION: Dated: October 18, 2005. Jonathan G. Katz, Committee Management Officer. [FR Doc. E5–5861 Filed 10–21–05; 8:45 am] BILLING CODE 8010–01–P E:\FR\FM\24OCN1.SGM 24OCN1

Agencies

[Federal Register Volume 70, Number 204 (Monday, October 24, 2005)]
[Notices]
[Page 61478]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-5861]


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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-8628; 34-52629, File No. 265-23]


 Advisory Committee on Smaller Public Companies

AGENCY: Securities and Exchange Commission.

ACTION: Time change for meeting of SEC Advisory Committee on Smaller 
Public Companies.

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    The Securities and Exchange Commission Advisory Committee on 
Smaller Public Companies is providing notice that it is changing the 
start time of its public meeting on Monday, October 24, 2005, from 9 
a.m. to 9:30 a.m. This meeting will be held in Multi-Purpose Room L006 
of the Commission's headquarters, 100 F Street, NE., Washington, DC 
20549. The start time for the second day of this meeting Tuesday, 
October 25, 2005, will remain 9 a.m.

FOR FURTHER INFORMATION CONTACT: Kevin M. O'Neill, Special Counsel, at 
(202) 551-3260, Office of Small Business Policy, Division of 
Corporation Finance, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: In accordance with Section 10(a) of the 
Federal Advisory Committee Act, 5 U.S.C. App. 1, 10(a), and the 
regulations thereunder, Gerald J. Laporte, Designated Federal Officer 
of the Committee, has ordered publication of this notice.

    Dated: October 18, 2005.
Jonathan G. Katz,
Committee Management Officer.
 [FR Doc. E5-5861 Filed 10-21-05; 8:45 am]
BILLING CODE 8010-01-P
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