AARP Funds, et al.; Notice of Application, 43670-43672 [E7-15188]

Download as PDF sroberts on PROD1PC70 with NOTICES 43670 Federal Register / Vol. 72, No. 150 / Monday, August 6, 2007 / Notices (2) FPLE Point Beach shall take no actions to cause FPLE Group Capital, or its successors and assigns, to void, cancel, or modify its $70 million Support Agreement (Agreement) to FPLE Point Beach, as presented in the application, or cause it to fail to perform or impair its performance under the Agreement, without prior written consent from the NRC. The Agreement may not be amended or modified without 30 days prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the Agreement shall be submitted to the NRC no later than 30 days after the completion of the license transfers. Also, FPLE Point Beach shall inform the NRC in writing anytime it draws upon the $70 million Agreement. (3) Prior to completion of the transfer of any authority under the licenses, FPLE Point Beach shall provide the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 of the Commission’s regulations. It is further ordered that FPLE Point Beach shall inform the Director of the Office of Nuclear Reactor Regulation in writing if it wishes to exercise the option to transfer the operating authority prior to closing of the sale no later than 5 business days prior to the desired date for transfer of operational authority. Should FPLE Point Beach not request to exercise the option to transfer operational authority prior to closing of the sale, then the associated amendments to transfer operational authority will be null and void and only the amendments reflecting transfer of both ownership and operating authority will remain approved. It is further ordered that FPLE Point Beach shall inform the Director of the Office of Nuclear Reactor Regulation in writing of the date of the closing of the sale no later than 5 business days prior to the closing of the sale and transfer of licenses. Should the transfer of the licenses not be completed by July 31, 2008, this Order shall become null and void, provided however, that upon written application and for good cause shown, such date may be extended by order. It is further ordered that, consistent with 10 CFR 2.1315(b), the license amendments, indicated in Enclosures 2 or 3 to the cover letter forwarding this Order, that make the applicable changes to conform the licenses to reflect the subject license transfers are approved. The applicable amendments for transfer of ownership and operational authority shall be issued and made effective at the VerDate Aug<31>2005 19:38 Aug 03, 2007 Jkt 211001 time such proposed license transfers are completed in full. The applicable amendments for the option of first transferring operational authority shall be issued and made effective at the time such transfer closes. This Order is effective upon issuance. For further details with respect to this Order, see the initial application dated January 26, 2007, as supplemented by letter dated July 11, 2007, and the nonproprietary safety evaluation dated July 31, 2007, which is available for public inspection at the Commission’s Public Document Room (PDR), located at One White Flint North, Public File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, Maryland, and accessible electronically from the Agencywide Documents Access and Management System (ADAMS) Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/ reading-rm/adams.html. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1–800–397–4209, 301– 415–4737, or by e-mail to pdr@nrc.gov. Dated at Rockville, Maryland this 31st day of July 2007. For the Nuclear Regulatory Commission. J. E. Dyer, Director, Office of Nuclear Reactor Regulation. [FR Doc. E7–15192 Filed 8–3–07; 8:45 am] BILLING CODE 7590–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request; Extension: Rule 13e–3 (Schedule 13E–3); OMB Control No. 3235–0007; SEC File No. 270–1 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’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Rule 13e–3 and Schedule 13E–3 (17 CFR 240.13e–3 and 240.13e–100)—Rule 13e–3 prescribes the filing, disclosure and dissemination requirements in connection with a going private transaction by an issuer or an affiliate. Schedule 13E–3 provides shareholders and the marketplace with information concerning going private transactions PO 00000 Frm 00080 Fmt 4703 Sfmt 4703 that is important in determining how to respond to such transactions. The information collected permits verification of compliance with securities laws requirements and ensures the public availability and dissemination of the collected information. We estimate that Schedule 13E–3 is filed by approximately 600 issuers annually and it takes approximately 137.25 hours per response. We estimate that 25% of the 137.25 hours per response is prepared by the filer for a total annual reporting burden of 20,588 hours. Written comments are invited on: (a) Whether these collections of information are necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an email to: PRA_Mailbox@sec.gov. Dated: July 30, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7–15181 Filed 8–3–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 27918; 812–13251] AARP Funds, et al.; Notice of Application July 31, 2007. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of application for an order under section 6(c) of the Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act. AGENCY: Summary of Application: Applicants request an order that would permit them E:\FR\FM\06AUN1.SGM 06AUN1 Federal Register / Vol. 72, No. 150 / Monday, August 6, 2007 / Notices to enter into and materially amend subadvisory agreements without shareholder approval. Applicants: AARP Funds and AARP Portfolios (each a ‘‘Trust’’ and together, the ‘‘Trusts’’), and AARP Financial Incorporated (the ‘‘Manager’’). Filing Dates: The application was filed on January 3, 2006, and amended on June 14, 2006, and July 30, 2007. 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 August 27, 2007, and should be accompanied by proof of service on the 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, Securities and Exchange Commission, 100 F. Street, NE., Washington, DC 20549–1090. Applicants, c/o Marc Duffy, Secretary, AARP Funds, 650 F. Street, NW., Washington, DC 20004. FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior Counsel, at (202) 551–6879, or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). 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. Street, NE., Washington, DC 20549–0102 (telephone (202) 551–5850). SUPPLEMENTARY INFORMATION: Applicants’ Representations sroberts on PROD1PC70 with NOTICES 1. Each Trust is a Delaware statutory trust and is registered under the Act as an open-end management investment company. Each Trust currently offers multiple series (each, a ‘‘Fund’’ and collectively, the ‘‘Funds’’), each with its own investment objectives, policies and restrictions.1 1 Applicants also request that any relief granted pursuant to the application apply to future series of the Trusts and any other existing or future registered open-end management investment company and its series that: (a) Is advised by the Manager or a person controlling, controlled by, or under common control with the Manager; (b) uses the management structure described in the VerDate Aug<31>2005 19:38 Aug 03, 2007 Jkt 211001 2. The Manager, registered under the Investment Advisers Act of 1940 (‘‘Advisers Act’’), serves as investment adviser to each Fund pursuant to an investment advisory agreement with the Trusts (‘‘Advisory Agreement’’) that was approved by the board of trustees of the Trusts (the ‘‘Board’’), including a majority of the trustees who are not ‘‘interested persons,’’ as defined in section 2(a)(19) of the Act (‘‘Independent Trustees’’), and the shareholders of each Fund. Under the terms of the Advisory Agreement, the Manager provides the Funds with investment research, advice and supervision, and furnishes an investment program for each Fund consistent with the investment objectives and policies of the Fund. Under the Advisory Agreement, the Manager may delegate its responsibility for providing investment advice and making investment decisions for a particular Fund to one or more subadvisers (each, a ‘‘Sub-Adviser’’) who have discretionary authority to invest all or a portion of the Fund’s assets pursuant to a separate sub-advisory agreement (‘‘Sub-Advisory Agreement’’). Each Sub-Adviser is, and any future Sub-Adviser will be, registered under the Advisers Act. The Manager monitors and evaluates the Sub-Advisers and recommends to the Board their hiring, termination, and replacement. The Manager will select Sub-Advisers for recommendation to the Board based on the Manager’s selection and review process. For its services to a Fund, the Manager pays a Sub-Adviser a monthly fee at an annual rate based on the average daily net assets of the Fund. The fees of Sub-Advisers are paid by the Manager (and not by the applicable Fund) out of the fee paid to the Manager by a Fund under the Advisory Agreement. 3. Applicants request an order to permit the Manager, subject to Board approval, to enter into and materially amend Sub-Advisory Agreements without obtaining shareholder approval. The requested relief will not extend to any Sub-Adviser that is an affiliated person, as defined in section 2(a)(3) of the Act, of a Fund or the Manager, other than by reason of serving as a SubAdviser to one or more of the Funds application; and (c) complies with the terms and conditions of the application (included in the term ‘‘Funds’’). The only existing registered open-end management investment companies that currently intend to rely on the requested order are named as applicants. If the name of any Fund contains the name of a Sub-Adviser (as defined below), the name of the Manager or the name of the entity controlling, controlled by or under common control with the Manager that serves as the primary adviser to the Fund will precede the name of the Sub-Adviser. PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 43671 (‘‘Affiliated Sub-Adviser’’). None of the current Sub-Advisers is an Affiliated Sub-Adviser. 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 pursuant to 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. 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 provision of the Act, or from any rule thereunder, if and to the extent that 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 believe that the requested relief meets this standard for the reasons discussed below. 3. Applicants state that the Funds’ shareholders rely on the Manager to select the Sub-Advisers best suited to achieve a Fund’s investment objectives. Applicants assert that, from the perspective of the investor, the role of the Sub-Advisers is comparable to that of individual portfolio managers employed by traditional investment advisory firms. Applicants contend that requiring shareholder approval of each Sub-Advisory Agreement would impose costs and unnecessary delays on the Funds, and may preclude the Manager from acting promptly in a manner considered advisable by the Board. Applicants also note that the Advisory Agreement will remain subject to the shareholder approval requirement in section 15(a) of the Act and rule 18f–2 under the Act. 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 requested order, 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 E:\FR\FM\06AUN1.SGM 06AUN1 sroberts on PROD1PC70 with NOTICES 43672 Federal Register / Vol. 72, No. 150 / Monday, August 6, 2007 / Notices below, by the initial shareholder(s) before offering shares of that Fund to the public. 2. Each Fund will disclose in its prospectus the existence, substance and effect of any order granted pursuant to the application. In addition, each Fund will hold itself out to the public as employing the management structure described in the application. The prospectus will prominently disclose that the Manager has the ultimate responsibility (subject to oversight by the Board) to oversee Sub-Advisers and to recommend their hiring, termination, and replacement. 3. Within 90 days of the hiring of a new Sub-Adviser for any Fund, shareholders of the affected Fund will be furnished all information about the new Sub-Adviser that would be included in a proxy statement. To meet this condition, each Fund will provide shareholders 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 within 90 days of the hiring of a new Sub-Adviser. 4. The Manager will not enter into a Sub-Advisory Agreement with any Affiliated Sub-Adviser unless such agreement, including the compensation to be paid thereunder, has been approved by the shareholders of the applicable Fund. 5. At all times, at least 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 then existing Independent Trustees. 6. When a change of Sub-Adviser 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 Board minutes, that the change is in the best interests of the 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 each Fund’s assets, and, subject to review and approval by the Board, will (a) Set the Fund’s overall investment strategies; (b) evaluate, select, and recommend Sub-Advisers to manage all or a part of the Fund’s assets; (c) when appropriate, allocate and reallocate a Fund’s assets among multiple Sub-Advisers; (d) monitor and evaluate the performance of Sub-Advisers; and (e) implement procedures reasonably designed to VerDate Aug<31>2005 19:38 Aug 03, 2007 Jkt 211001 ensure compliance by the SubAdviser(s) with the Fund’s investment objectives, policies and restrictions. 8. No trustee or officer of the Trusts, 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 (a) ownership of interests in the Manager or any entity that controls, is controlled by, or is under common control with the Manager, 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 Sub-Adviser or an entity that controls, is controlled by, or is under common control with a SubAdviser. 9. 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. Florence E. Harmon, Deputy Secretary. [FR Doc. E7–15188 Filed 8–3–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 27919; 812–13383] DWS Advisor Funds, et al.; Notice of Application July 31, 2007. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application to supercede an existing order under section 12(d)(1)(J) of the Investment Company Act of 1940 (the ‘‘Act’’) granting an exemption from section 12(d)(1)(G)(i)(II) of the Act. AGENCY: Summary of Application: Applicants request an order to supercede an existing order that permits funds of funds relying on section 12(d)(1)(G) of the Act to invest in securities and other financial instruments, to include investments in certain other registered investment companies and to add new applicants. Applicants: DWS Investments Trust (formerly Morgan Grenfell Investment Trust) (‘‘Original Trust’’); DWS Advisor Funds; DWS Allocation Series; DWS Blue Chip Fund; DWS Communications Fund, Inc.; DWS Equity Partners Fund, Inc.; DWS Equity Trust; DWS Global/ International Fund, Inc.; DWS High Income Series; DWS Income Trust; DWS PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 Institutional Funds; DWS International Fund, Inc.; DWS Investment Trust; DWS Investments VIT Funds; DWS Investors Funds, Inc.; DWS Money Funds; DWS Money Market Trust; DWS Mutual Funds, Inc.; DWS Portfolio Trust; DWS Securities Trust; DWS Strategic Income Fund; DWS Target Fund; DWS Technology Fund; DWS U.S. Government Securities Fund; DWS Value Builder Fund, Inc.; DWS Value Equity Trust; DWS Value Series, Inc.; DWS Variable Series I and DWS Variable Series II (collectively the ‘‘New Funds’’) and Deutsche Investment Management Americas, Inc. (‘‘DIMA,’’ together with the New Funds, the ‘‘New Applicants’’) (collectively with the Original Trust, the ‘‘Applicants’’). Filing Dates: The application was filed on May 9, 2007 and amended on July 24, 2007. Applicants have agreed to file an 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 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 August 24, 2007 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 reasons 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, Commission, 100 F. Street, NE., Washington, DC 20549– 1090. Applicants, Deutsche Investment Management Americas, Inc., Two International Place, Boston, Massachusetts 02110. FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel at (202) 551–6876, or Nadya 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 from the Commission’s Public Reference Branch, 100 F. Street, NE., Washington, DC 20549–0102 (telephone (202) 551–5850). Applicants’ Representations 1. The Original Trust, which is registered under the Act as an open-end E:\FR\FM\06AUN1.SGM 06AUN1

Agencies

[Federal Register Volume 72, Number 150 (Monday, August 6, 2007)]
[Notices]
[Pages 43670-43672]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-15188]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27918; 812-13251]


AARP Funds, et al.; Notice of Application

July 31, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under section 6(c) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
section 15(a) of the Act and rule 18f-2 under the Act.

-----------------------------------------------------------------------

    Summary of Application: Applicants request an order that would 
permit them

[[Page 43671]]

to enter into and materially amend sub-advisory agreements without 
shareholder approval.
    Applicants: AARP Funds and AARP Portfolios (each a ``Trust'' and 
together, the ``Trusts''), and AARP Financial Incorporated (the 
``Manager'').
    Filing Dates: The application was filed on January 3, 2006, and 
amended on June 14, 2006, and July 30, 2007.
    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 August 27, 2007, and should be accompanied by proof of 
service on the 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, Securities and Exchange Commission, 100 F. 
Street, NE., Washington, DC 20549-1090. Applicants, c/o Marc Duffy, 
Secretary, AARP Funds, 650 F. Street, NW., Washington, DC 20004.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, 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 summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Desk, 100 F. Street, NE., Washington, DC 
20549-0102 (telephone (202) 551-5850).

Applicants' Representations

    1. Each Trust is a Delaware statutory trust and is registered under 
the Act as an open-end management investment company. Each Trust 
currently offers multiple series (each, a ``Fund'' and collectively, 
the ``Funds''), each with its own investment objectives, policies and 
restrictions.\1\
---------------------------------------------------------------------------

    \1\ Applicants also request that any relief granted pursuant to 
the application apply to future series of the Trusts and any other 
existing or future registered open-end management investment company 
and its series that: (a) Is advised by the Manager or a person 
controlling, controlled by, or under common control with the 
Manager; (b) uses the management structure described in the 
application; and (c) complies with the terms and conditions of the 
application (included in the term ``Funds''). The only existing 
registered open-end management investment companies that currently 
intend to rely on the requested order are named as applicants. If 
the name of any Fund contains the name of a Sub-Adviser (as defined 
below), the name of the Manager or the name of the entity 
controlling, controlled by or under common control with the Manager 
that serves as the primary adviser to the Fund will precede the name 
of the Sub-Adviser.
---------------------------------------------------------------------------

    2. The Manager, registered under the Investment Advisers Act of 
1940 (``Advisers Act''), serves as investment adviser to each Fund 
pursuant to an investment advisory agreement with the Trusts 
(``Advisory Agreement'') that was approved by the board of trustees of 
the Trusts (the ``Board''), including a majority of the trustees who 
are not ``interested persons,'' as defined in section 2(a)(19) of the 
Act (``Independent Trustees''), and the shareholders of each Fund. 
Under the terms of the Advisory Agreement, the Manager provides the 
Funds with investment research, advice and supervision, and furnishes 
an investment program for each Fund consistent with the investment 
objectives and policies of the Fund. Under the Advisory Agreement, the 
Manager may delegate its responsibility for providing investment advice 
and making investment decisions for a particular Fund to one or more 
sub-advisers (each, a ``Sub-Adviser'') who have discretionary authority 
to invest all or a portion of the Fund's assets pursuant to a separate 
sub-advisory agreement (``Sub-Advisory Agreement''). Each Sub-Adviser 
is, and any future Sub-Adviser will be, registered under the Advisers 
Act. The Manager monitors and evaluates the Sub-Advisers and recommends 
to the Board their hiring, termination, and replacement. The Manager 
will select Sub-Advisers for recommendation to the Board based on the 
Manager's selection and review process. For its services to a Fund, the 
Manager pays a Sub-Adviser a monthly fee at an annual rate based on the 
average daily net assets of the Fund. The fees of Sub-Advisers are paid 
by the Manager (and not by the applicable Fund) out of the fee paid to 
the Manager by a Fund under the Advisory Agreement.
    3. Applicants request an order to permit the Manager, subject to 
Board approval, to enter into and materially amend Sub-Advisory 
Agreements without obtaining shareholder approval. The requested relief 
will not extend to any Sub-Adviser that is an affiliated person, as 
defined in section 2(a)(3) of the Act, of a Fund or the Manager, other 
than by reason of serving as a Sub-Adviser to one or more of the Funds 
(``Affiliated Sub-Adviser''). None of the current Sub-Advisers is an 
Affiliated Sub-Adviser.

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 pursuant to 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. 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 provision of the Act, or 
from any rule thereunder, if and to the extent that 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 believe that the requested relief 
meets this standard for the reasons discussed below.
    3. Applicants state that the Funds' shareholders rely on the 
Manager to select the Sub-Advisers best suited to achieve a Fund's 
investment objectives. Applicants assert that, from the perspective of 
the investor, the role of the Sub-Advisers is comparable to that of 
individual portfolio managers employed by traditional investment 
advisory firms. Applicants contend that requiring shareholder approval 
of each Sub-Advisory Agreement would impose costs and unnecessary 
delays on the Funds, and may preclude the Manager from acting promptly 
in a manner considered advisable by the Board. Applicants also note 
that the Advisory Agreement will remain subject to the shareholder 
approval requirement in section 15(a) of the Act and rule 18f-2 under 
the Act.

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 requested order, 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

[[Page 43672]]

below, by the initial shareholder(s) before offering shares of that 
Fund to the public.
    2. Each Fund will disclose in its prospectus the existence, 
substance and effect of any order granted pursuant to the application. 
In addition, each Fund will hold itself out to the public as employing 
the management structure described in the application. The prospectus 
will prominently disclose that the Manager has the ultimate 
responsibility (subject to oversight by the Board) to oversee Sub-
Advisers and to recommend their hiring, termination, and replacement.
    3. Within 90 days of the hiring of a new Sub-Adviser for any Fund, 
shareholders of the affected Fund will be furnished all information 
about the new Sub-Adviser that would be included in a proxy statement. 
To meet this condition, each Fund will provide shareholders 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 within 90 days of the hiring of a new Sub-Adviser.
    4. The Manager will not enter into a Sub-Advisory Agreement with 
any Affiliated Sub-Adviser unless such agreement, including the 
compensation to be paid thereunder, has been approved by the 
shareholders of the applicable Fund.
    5. At all times, at least 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 then 
existing Independent Trustees.
    6. When a change of Sub-Adviser 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 
Board minutes, that the change is in the best interests of the 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 each Fund's assets, and, subject to review 
and approval by the Board, will (a) Set the Fund's overall investment 
strategies; (b) evaluate, select, and recommend Sub-Advisers to manage 
all or a part of the Fund's assets; (c) when appropriate, allocate and 
reallocate a Fund's assets among multiple Sub-Advisers; (d) monitor and 
evaluate the performance of Sub-Advisers; and (e) implement procedures 
reasonably designed to ensure compliance by the Sub-Adviser(s) with the 
Fund's investment objectives, policies and restrictions.
    8. No trustee or officer of the Trusts, 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 (a) ownership of interests in the 
Manager or any entity that controls, is controlled by, or is under 
common control with the Manager, 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 Sub-Adviser or an entity that 
controls, is controlled by, or is under common control with a Sub-
Adviser.
    9. 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.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-15188 Filed 8-3-07; 8:45 am]
BILLING CODE 8010-01-P