Barclays Global Fund Advisors; Notice of Application, 32338-32340 [E7-11295]
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Federal Register / Vol. 72, No. 112 / Tuesday, June 12, 2007 / Notices
cprice-sewell on PROD1PC67 with NOTICES
challenging the results of an FBI
criminal history records check after the
record is made available for his/her
review. The licensee may make a final
determination for unescorted access to
the spent fuel storage facility based on
the criminal history records check, only
upon receipt of the FBI’s ultimate
confirmation or correction of the record.
Upon a final adverse determination for
unescorted access to the spent fuel
storage facility, the licensee shall
provide the individual its documented
basis for denial. During the review
process for assuring correct and
complete information, unescorted
access to the spent fuel storage facility
shall not be granted to an individual.
reconstruction of the information in
whole, or in part.
Protection of Information
1. Each licensee that obtains a
criminal records check for an
individual, pursuant to this Order, shall
establish and maintain a system of files
and procedures for protecting the record
and the personal information from
unauthorized disclosure.
2. The licensee may not disclose the
record nor personal information
collected and maintained to persons
other than the subject individual, his/
her representative, or to those who have
a need to access the information in
performing assigned duties in the
process of determining unescorted
access to the spent fuel storage facility.
No individual authorized to have access
to the information may redisseminate
the information to any other individual
who does not have a need-to-know.
3. The personal information obtained
on an individual from a criminal history
records check may be transferred to
another licensee if the licensee holding
the criminal history record receives the
individual’s written request to
redisseminate the information contained
in his/her file, and the gaining licensee
verifies information such as the
individual’s name, date of birth, social
security number, sex, and other
applicable physical characteristics, for
identification purposes.
4. The licensee shall make criminal
history records, obtained under this
section, available for examination by an
authorized NRC representative, to
determine compliance with the
regulations and laws.
5. The licensee shall retain all
fingerprint and criminal history records
received from the FBI, or a copy, if the
individual’s file has been transferred,
for three (3) years after termination of
employment or denial to unescorted
access to the spent fuel storage facility.
After the required three (3) year period,
these documents shall be destroyed by
a method that will prevent
Tuesday, June 19 at 12 p.m. (Closed)
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[FR Doc. 07–2879 Filed 6–11–07; 8:45 am]
BILLING CODE 7590–01–M
POSTAL SERVICE
Sunshine Act Meeting
12 p.m., Tuesday, June
19, 2007.
PLACE: Washington, DC, at U.S. Postal
Service Headquarters, 475 L’Enfant
Plaza, SW.
STATUS: Closed.
MATTERS TO BE CONSIDERED:
TIME AND DATE:
1. Strategic Issues.
2. Postal Regulatory Commission
Second Opinion and Recommended
Decision on Reconsideration in Docket
No. R2006–1, Postal Rate and Fee
Changes.
3. Rate Case Update.
4. Labor Negotiations Update.
5. Financial Update.
6. Personnel Matters and
Compensation Issues.
7. Governors’ Executive Session—
Discussion of prior agenda items and
Board Governance.
CONTACT PERSON FOR MORE INFORMATION:
Wendy A. Hocking, Secretary of the
Board, U.S. Postal Service, 475 L’Enfant
Plaza, SW., Washington, DC 20260–
1000. Telephone (202) 268–4800.
Wendy A. Hocking,
Secretary.
[FR Doc. 07–2914 Filed 6–7–07; 4:36 pm]
BILLING CODE 7710–12–M
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IC–27851; 812–13391]
Barclays Global Fund Advisors; Notice
of Application
June 6, 2007.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Temporary order and notice of
application for a permanent order under
section 9(c) of the Investment Company
Act of 1940 (the ‘‘Act’’).
AGENCY:
Summary of Application: Applicant
has received a temporary order
exempting it from section 9(a) of the
Act, with respect to an injunction
entered against Barclays Bank PLC
(‘‘Barclays’’) on June 6, 2007 by the
United States District Court for the
Southern District of New York (the
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‘‘District Court’’), until the Commission
takes final action on an application for
a permanent order. Applicant also has
applied for a permanent order.
Applicants: Barclays Global Fund
Advisors (‘‘BGFA’’ or the ‘‘Applicant’’).1
Filing Date: The application was filed
on May 30, 2007. Applicant has agreed
to file a final 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
Applicant with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on July 2, 2007, and should
be accompanied by proof of service on
Applicant, 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. Applicant, c/o Ira P. Shapiro, Esq.,
Barclays Global Fund Advisors, 45
Fremont Street, San Francisco, CA
94105.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Counsel,
at (202) 551–6812, or Mary Kay Frech,
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The
following is a temporary order and a
summary of the application. The
complete application may be obtained
for a fee at the Commission’s Public
Reference Branch, 100 F Street, NE.,
Washington, DC 20549–0102 (tel. 202–
551–5850).
Applicant’s Representations
1. BGFA, a California corporation
registered under the Investment
Advisers Act of 1940, serves as
investment adviser to the series of
iShares Trust, iShares, Inc. and Master
Investment Portfolio (the ‘‘Advised
Funds’’), each a registered open-end
management investment company.
BGFA also serves as sub-adviser to
1 Applicant requests that any relief granted
pursuant to the application also apply to any other
company of which Barclays is or hereafter becomes
an affiliated person (together with Applicant,
‘‘Covered Persons’’).
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Federal Register / Vol. 72, No. 112 / Tuesday, June 12, 2007 / Notices
certain series of State Farm Variable
Product Trust and American Century
Capital Portfolios, Inc. (collectively with
the Advised Funds, the ‘‘Funds’’), each
a registered open-end management
investment company. BGFA is a whollyowned subsidiary of Barclays Global
Investors, N.A. (‘‘BGI’’), a limited
purpose trust company that provides
investment management services for
client accounts and certain unregistered
investment vehicles and, through its
subsidiaries, is one of the world’s largest
providers of exchange traded funds
(‘‘ETFs’’). BGI is a majority-owned
subsidiary of Barclays Bank PLC
(‘‘Barclays’’), which is a major global
financial services provider organized
under the laws of England and Wales.
2. On June 6, 2007, the District Court
entered a final judgment against
Barclays in a matter brought by the
Commission (the ‘‘Final Judgment’’).2
The Commission alleged in the
complaint (‘‘Complaint’’) that Barclays
had violated section 17(a) of the
Securities Act of 1933 (‘‘Securities
Act’’), section 10(b) of the Securities
Exchange Act of 1934 (‘‘Exchange Act’’)
and rule 10b–5 under the Exchange Act
by engaging in the purchase and sale of
certain distressed debt securities while
aware of material, non-public
information concerning such distressed
debt issuers.3 Without admitting or
denying the allegations in the
Complaint, Barclays consented to the
entry of the Final Judgment. The Final
Judgment permanently enjoins Barclays
directly or through its officers, directors,
agents and employees from violating
section 10(b) of the Exchange Act and
rule 10b–5 under the Exchange Act and
section 17(a) of the Securities Act (the
‘‘Injunction’’).4 Barclays also consented
to the payment of disgorgement plus
prejudgment interest in addition to civil
penalties in an aggregate amount of
approximately $10.9 million.
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Applicant’s Legal Analysis
1. Section 9(a)(2) of the Act, in
relevant part, prohibits a person who
has been enjoined from engaging in or
continuing any conduct or practice in
2 United States Securities and Exchange
Commission v. Barclays Bank PLC, et al., Final
Judgment as to Barclays Bank PLC, 07–CV–04472
(MGC) (S.D.N.Y., filed June 4, 2007).
3 Steven J. Landzberg, a former director and
proprietary trader for Barclays, was also alleged to
have been involved in the conduct underlying the
Complaint.
4 The Final Judgment also enjoins Mr. Landzberg
from violating section 10(b) of the Exchange Act
and rule 10b–5 under the Exchange Act, and section
17(a) of the Securities Act and imposes civil
penalties on Mr. Landzberg. The requested
temporary and permanent orders will not apply to
Mr. Landzberg or to any company of which Mr.
Landzberg is or becomes an affiliated person.
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connection with the purchase or sale of
a security from acting, among other
things, as an investment adviser or
depositor of any registered investment
company or a principal underwriter for
any registered open-end investment
company, registered unit investment
trust or registered face-amount
certificate company. Section 9(a)(3) of
the Act makes the prohibition in section
9(a)(2) applicable to a company, any
affiliated person of which has been
disqualified under the provisions of
section 9(a)(2). ‘‘Affiliated person’’ is
defined in section 2(a)(3) of the Act to
include any person directly or indirectly
controlling, controlled by, or under
common control with, the other person.
Applicant states that Barclays is an
affiliated person of the Applicant within
the meaning of section 2(a)(3) of the Act
because Barclays controls the Applicant.
Applicant states that, as a result of the
Injunction, it would be subject to the
prohibitions of section 9(a).
2. Section 9(c) of the Act provides that
the Commission shall grant an
application for an exemption from the
disqualification provisions of section
9(a) of the Act if it is established that
these provisions, as applied to the
applicants, are unduly or
disproportionately severe or that the
conduct of the applicants has been such
as not to make it against the public
interest or protection of investors to
grant the exemption. Applicant has filed
an application pursuant to section 9(c)
seeking temporary and permanent
orders exempting it from the
disqualification provisions of section
9(a) of the Act.
3. Applicant believes it meets the
standards for exemption specified in
section 9(c). Applicant states that the
prohibitions of section 9(a) as applied to
it would be unduly and
disproportionately severe and that the
conduct of Applicant has been such as
not to make it against the public interest
or the protection of investors to grant
the exemption from section 9(a).
4. Applicant states that none of its
current or former officers, directors or
employees participated in any way in
the conduct underlying the Injunction.
Applicant further states that the conduct
underlying the Injunction did not
involve any Funds.
5. Applicant states that the inability to
continue providing advisory services to
the Funds would result in potentially
severe hardships for the Funds and their
shareholders. Applicant also states that
it has distributed, or will distribute as
soon as reasonably practicable, written
materials, including an offer to meet in
person to discuss the materials, to the
boards of directors or trustees of the
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32339
Funds (the ‘‘Boards’’), including the
directors or trustees who are not
‘‘interested persons,’’ as defined in
section 2(a)(19) of the Act, of the Funds
and their independent legal counsel, as
defined in rule 0–1(a)(6) under the Act,
regarding the circumstances of the Final
Judgment, any impact on the Funds, and
the filing of the application. Applicant
will provide the Boards with all
information concerning the Final
Judgment and the application that is
necessary for the Funds to fulfill their
disclosure and other obligations under
the federal securities laws.
6. Applicant also asserts that, if it
were barred from providing services to
the Funds, the effect on its business and
employees would be severe. Applicant
states that it has committed substantial
resources to establish an expertise in
advising the Funds. Applicant has
previously sought and received an
exemption under section 9(c) of the Act
on one occasion.5
Applicant’s Condition
Applicant agrees that any order
granting the requested relief shall be
subject to the following condition:
Any temporary exemption granted
pursuant to the application shall be
without prejudice to, and shall not limit
the Commission’s rights in any manner
with respect to, any Commission
investigation of, or administrative
proceedings involving or against,
Covered Persons, including, without
limitation, the consideration by the
Commission of a permanent exemption
from section 9(a) of the Act requested
pursuant to the application or the
revocation or removal of any temporary
exemption granted under the Act in
connection with the application.
Temporary Order
The Commission has considered the
matter and finds that Applicant has
made the necessary showing to justify
granting a temporary exemption.
Accordingly, It is hereby ordered,
pursuant to section 9(c) of the Act, that
the Covered Persons are granted a
temporary exemption from the
provisions of section 9(a), effective
forthwith, solely with respect to the
Injunction, subject to the condition in
the application, until the date the
Commission takes final action on an
application for a permanent order.
5 Wells Fargo Bank, N.A., et al., Investment
Company Act Release Nos. 16311 (Mar. 11, 1988)
(notice and temporary order) and 16355 (Apr. 7,
1988) (permanent order).
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32340
Federal Register / Vol. 72, No. 112 / Tuesday, June 12, 2007 / Notices
By the Commission.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–11295 Filed 6–11–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55876; File No. PCAOB–
2007–02]
Public Company Accounting Oversight
Board; Notice of Filing of Proposed
Rule on Auditing Standard No. 5, an
Audit of Internal Control Over Financial
Reporting That Is Integrated With an
Audit of Financial Statements, and
Related Independence Rule and
Conforming Amendments
June 7, 2007.
Pursuant to Section 107(b) of the
Sarbanes-Oxley Act of 2002 (the ‘‘Act’’),
notice is hereby given that on May 25,
2007, the Public Company Accounting
Oversight Board (the ‘‘Board’’ or the
‘‘PCAOB’’) filed with the Securities and
Exchange Commission (the
‘‘Commission’’ or ‘‘SEC’’) the proposed
rules described in Items I and II below,
which items have been prepared by the
Board. The Commission is publishing
this notice to solicit comments on the
proposed rules from interested persons.
The text of the proposed rules consists
of proposed Auditing Standard No. 5,
An Audit of Internal Control Over
Financial Reporting That is Integrated
with an Audit of Financial Statements,
and Related Independence Rule and
conforming amendments to its auditing
standards.
Internal Control Over Financial
Reporting That is Integrated with an
Audit of Financial Statements
(‘‘Auditing Standard No. 5’’); Rule 3525,
Audit Committee Pre-Approval of NonAudit Services Related to Internal
Control Over Financial Reporting, and
conforming amendments to its auditing
standards. The proposed rule text is set
out below.
Auditing Standard No. 5—An Audit of
Internal Control Over Financial
Reporting That Is Integrated With an
Audit of Financial Statements
Table of Contents
I. Board’s Statement of the Terms of
Substance of the Proposed Rules
On May 24, 2007, the Board adopted
Auditing Standard No. 5, An Audit of
Paragraph
Introduction ..............................................................................................................................................................................................
Integrating the Audits .......................................................................................................................................................................
Planning the Audit ...................................................................................................................................................................................
Role of Risk Assessment ...................................................................................................................................................................
Scaling the Audit ..............................................................................................................................................................................
Addressing the Risk of Fraud ...........................................................................................................................................................
Using the Work of Others .................................................................................................................................................................
Materiality ..........................................................................................................................................................................................
Using a Top-Down Approach ..................................................................................................................................................................
Identifying Entity-Level Controls .....................................................................................................................................................
Control Environment .................................................................................................................................................................
Period-end Financial Reporting Process ...................................................................................................................................
Identifying Significant Accounts and Disclosures and Their Relevant Assertions ......................................................................
Understanding Likely Sources of Misstatement ..............................................................................................................................
Performing Walkthroughs ..........................................................................................................................................................
Selecting Controls to Test .................................................................................................................................................................
Testing Controls ........................................................................................................................................................................................
Testing Design Effectiveness .............................................................................................................................................................
Testing Operating Effectiveness .......................................................................................................................................................
Relationship of Risk to the Evidence to be Obtained .....................................................................................................................
Nature of Tests of Controls ........................................................................................................................................................
Timing of Tests of Controls .......................................................................................................................................................
Extent of Tests of Controls ........................................................................................................................................................
Roll-Forward Procedures ...........................................................................................................................................................
Special Considerations for Subsequent Years’ Audits ....................................................................................................................
Evaluating Identified Deficiencies ...........................................................................................................................................................
Indicators of Material Weaknesses ...................................................................................................................................................
Wrapping-Up ............................................................................................................................................................................................
Forming an Opinion ..........................................................................................................................................................................
Obtaining Written Representations ..................................................................................................................................................
Communicating Certain Matters .......................................................................................................................................................
Reporting on Internal Control ..................................................................................................................................................................
Separate or Combined Reports .........................................................................................................................................................
Report Date ........................................................................................................................................................................................
Material Weaknesses .........................................................................................................................................................................
Subsequent Events ............................................................................................................................................................................
1–8
6–8
9–20
10–12
13
14–15
16–19
20
21–41
22–27
25
26–27
28–33
34–38
37–38
39–41
42–61
42–43
44–45
46–56
50–51
52–53
54
55–56
57–61
62–70
69–70
71–84
71–74
75–77
78–84
85–98
86–88
89
90–92
93–98
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Appendices
Appendix A—Definitions ........................................................................................................................................................................
Appendix B—Special Topics ...................................................................................................................................................................
Integration of Audits .........................................................................................................................................................................
Multiple Locations Scoping Decisions .............................................................................................................................................
Use of Service Organizations ............................................................................................................................................................
Benchmarking of Automated Controls .............................................................................................................................................
Appendix C—Special Reporting Situations ............................................................................................................................................
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]]>Agencies
[Federal Register Volume 72, Number 112 (Tuesday, June 12, 2007)]
[Notices]
[Pages 32338-32340]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-11295]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. IC-27851; 812-13391]
Barclays Global Fund Advisors; Notice of Application
June 6, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Temporary order and notice of application for a permanent order
under section 9(c) of the Investment Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
Summary of Application: Applicant has received a temporary order
exempting it from section 9(a) of the Act, with respect to an
injunction entered against Barclays Bank PLC (``Barclays'') on June 6,
2007 by the United States District Court for the Southern District of
New York (the ``District Court''), until the Commission takes final
action on an application for a permanent order. Applicant also has
applied for a permanent order.
Applicants: Barclays Global Fund Advisors (``BGFA'' or the
``Applicant'').\1\
---------------------------------------------------------------------------
\1\ Applicant requests that any relief granted pursuant to the
application also apply to any other company of which Barclays is or
hereafter becomes an affiliated person (together with Applicant,
``Covered Persons'').
---------------------------------------------------------------------------
Filing Date: The application was filed on May 30, 2007. Applicant
has agreed to file a final 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 Applicant with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on July 2, 2007, and should be accompanied by proof of
service on Applicant, 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. Applicant, c/o Ira P. Shapiro,
Esq., Barclays Global Fund Advisors, 45 Fremont Street, San Francisco,
CA 94105.
FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel,
at (202) 551-6812, or Mary Kay Frech, Branch Chief, at (202) 551-6821
(Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a temporary order and a
summary of the application. The complete application may be obtained
for a fee at the Commission's Public Reference Branch, 100 F Street,
NE., Washington, DC 20549-0102 (tel. 202-551-5850).
Applicant's Representations
1. BGFA, a California corporation registered under the Investment
Advisers Act of 1940, serves as investment adviser to the series of
iShares Trust, iShares, Inc. and Master Investment Portfolio (the
``Advised Funds''), each a registered open-end management investment
company. BGFA also serves as sub-adviser to
[[Page 32339]]
certain series of State Farm Variable Product Trust and American
Century Capital Portfolios, Inc. (collectively with the Advised Funds,
the ``Funds''), each a registered open-end management investment
company. BGFA is a wholly-owned subsidiary of Barclays Global
Investors, N.A. (``BGI''), a limited purpose trust company that
provides investment management services for client accounts and certain
unregistered investment vehicles and, through its subsidiaries, is one
of the world's largest providers of exchange traded funds (``ETFs'').
BGI is a majority-owned subsidiary of Barclays Bank PLC (``Barclays''),
which is a major global financial services provider organized under the
laws of England and Wales.
2. On June 6, 2007, the District Court entered a final judgment
against Barclays in a matter brought by the Commission (the ``Final
Judgment'').\2\ The Commission alleged in the complaint (``Complaint'')
that Barclays had violated section 17(a) of the Securities Act of 1933
(``Securities Act''), section 10(b) of the Securities Exchange Act of
1934 (``Exchange Act'') and rule 10b-5 under the Exchange Act by
engaging in the purchase and sale of certain distressed debt securities
while aware of material, non-public information concerning such
distressed debt issuers.\3\ Without admitting or denying the
allegations in the Complaint, Barclays consented to the entry of the
Final Judgment. The Final Judgment permanently enjoins Barclays
directly or through its officers, directors, agents and employees from
violating section 10(b) of the Exchange Act and rule 10b-5 under the
Exchange Act and section 17(a) of the Securities Act (the
``Injunction'').\4\ Barclays also consented to the payment of
disgorgement plus prejudgment interest in addition to civil penalties
in an aggregate amount of approximately $10.9 million.
---------------------------------------------------------------------------
\2\ United States Securities and Exchange Commission v. Barclays
Bank PLC, et al., Final Judgment as to Barclays Bank PLC, 07-CV-
04472 (MGC) (S.D.N.Y., filed June 4, 2007).
\3\ Steven J. Landzberg, a former director and proprietary
trader for Barclays, was also alleged to have been involved in the
conduct underlying the Complaint.
\4\ The Final Judgment also enjoins Mr. Landzberg from violating
section 10(b) of the Exchange Act and rule 10b-5 under the Exchange
Act, and section 17(a) of the Securities Act and imposes civil
penalties on Mr. Landzberg. The requested temporary and permanent
orders will not apply to Mr. Landzberg or to any company of which
Mr. Landzberg is or becomes an affiliated person.
---------------------------------------------------------------------------
Applicant's Legal Analysis
1. Section 9(a)(2) of the Act, in relevant part, prohibits a person
who has been enjoined from engaging in or continuing any conduct or
practice in connection with the purchase or sale of a security from
acting, among other things, as an investment adviser or depositor of
any registered investment company or a principal underwriter for any
registered open-end investment company, registered unit investment
trust or registered face-amount certificate company. Section 9(a)(3) of
the Act makes the prohibition in section 9(a)(2) applicable to a
company, any affiliated person of which has been disqualified under the
provisions of section 9(a)(2). ``Affiliated person'' is defined in
section 2(a)(3) of the Act to include any person directly or indirectly
controlling, controlled by, or under common control with, the other
person. Applicant states that Barclays is an affiliated person of the
Applicant within the meaning of section 2(a)(3) of the Act because
Barclays controls the Applicant. Applicant states that, as a result of
the Injunction, it would be subject to the prohibitions of section
9(a).
2. Section 9(c) of the Act provides that the Commission shall grant
an application for an exemption from the disqualification provisions of
section 9(a) of the Act if it is established that these provisions, as
applied to the applicants, are unduly or disproportionately severe or
that the conduct of the applicants has been such as not to make it
against the public interest or protection of investors to grant the
exemption. Applicant has filed an application pursuant to section 9(c)
seeking temporary and permanent orders exempting it from the
disqualification provisions of section 9(a) of the Act.
3. Applicant believes it meets the standards for exemption
specified in section 9(c). Applicant states that the prohibitions of
section 9(a) as applied to it would be unduly and disproportionately
severe and that the conduct of Applicant has been such as not to make
it against the public interest or the protection of investors to grant
the exemption from section 9(a).
4. Applicant states that none of its current or former officers,
directors or employees participated in any way in the conduct
underlying the Injunction. Applicant further states that the conduct
underlying the Injunction did not involve any Funds.
5. Applicant states that the inability to continue providing
advisory services to the Funds would result in potentially severe
hardships for the Funds and their shareholders. Applicant also states
that it has distributed, or will distribute as soon as reasonably
practicable, written materials, including an offer to meet in person to
discuss the materials, to the boards of directors or trustees of the
Funds (the ``Boards''), including the directors or trustees who are not
``interested persons,'' as defined in section 2(a)(19) of the Act, of
the Funds and their independent legal counsel, as defined in rule 0-
1(a)(6) under the Act, regarding the circumstances of the Final
Judgment, any impact on the Funds, and the filing of the application.
Applicant will provide the Boards with all information concerning the
Final Judgment and the application that is necessary for the Funds to
fulfill their disclosure and other obligations under the federal
securities laws.
6. Applicant also asserts that, if it were barred from providing
services to the Funds, the effect on its business and employees would
be severe. Applicant states that it has committed substantial resources
to establish an expertise in advising the Funds. Applicant has
previously sought and received an exemption under section 9(c) of the
Act on one occasion.\5\
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\5\ Wells Fargo Bank, N.A., et al., Investment Company Act
Release Nos. 16311 (Mar. 11, 1988) (notice and temporary order) and
16355 (Apr. 7, 1988) (permanent order).
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Applicant's Condition
Applicant agrees that any order granting the requested relief shall
be subject to the following condition:
Any temporary exemption granted pursuant to the application shall
be without prejudice to, and shall not limit the Commission's rights in
any manner with respect to, any Commission investigation of, or
administrative proceedings involving or against, Covered Persons,
including, without limitation, the consideration by the Commission of a
permanent exemption from section 9(a) of the Act requested pursuant to
the application or the revocation or removal of any temporary exemption
granted under the Act in connection with the application.
Temporary Order
The Commission has considered the matter and finds that Applicant
has made the necessary showing to justify granting a temporary
exemption.
Accordingly, It is hereby ordered, pursuant to section 9(c) of the
Act, that the Covered Persons are granted a temporary exemption from
the provisions of section 9(a), effective forthwith, solely with
respect to the Injunction, subject to the condition in the application,
until the date the Commission takes final action on an application for
a permanent order.
[[Page 32340]]
By the Commission.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-11295 Filed 6-11-07; 8:45 am]
BILLING CODE 8010-01-P
