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Federal Register / Vol. 71, No.

241 / Friday, December 15, 2006 / Notices 75589

under part 4281 apply to valuation dates prescribes the use of interest by 5:30 p.m. on January, 5, 2007 and
occurring in January 2007. assumptions under the PBGC’s should be accompanied by proof of
FOR FURTHER INFORMATION CONTACT: regulation on Allocation of Assets in service on the applicants, in the form of
Catherine B. Klion, Manager, Regulatory Single-Employer Plans (29 CFR part an affidavit or, for lawyers, a certificate
and Policy Division, Legislative and 4044). The interest assumptions of service. Hearing requests should state
Regulatory Department, Pension Benefit applicable to valuation dates in January the nature of the writer’s interest, the
Guaranty Corporation, 1200 K Street, 2007 under part 4044 are contained in reason for the request, and the issues
NW., Washington, DC 20005, 202–326– an amendment to part 4044 published contested. Persons may request
4024. (TTY/TDD users may call the elsewhere in today’s Federal Register. notification of a hearing by writing to
Federal relay service toll-free at 1–800– Tables showing the assumptions the Commission’s Secretary.
877–8339 and ask to be connected to applicable to prior periods are codified ADDRESSES: Secretary, Securities and
202–326–4024.) in appendix B to 29 CFR part 4044. Exchange Commission, 100 F Street,
SUPPLEMENTARY INFORMATION: Issued in Washington, DC, on this 12th day NE., Washington, DC 20549–1090.
Variable-Rate Premiums of December 2006. Applicants, c/o Marguerite E.H.
Vincent K. Snowbarger, Morrison, Esq., New York Life
Section 4006(a)(3)(E)(iii)(II) of the Investment Management LLC, 169
Interim Director, Pension Benefit Guaranty
Employee Retirement Income Security Corporation. Lackawanna Ave., 3rd Floor,
Act of 1974 (ERISA) and § 4006.4(b)(1) Parsippany, NJ 07054.
[FR Doc. E6–21441 Filed 12–14–06; 8:45 am]
of the PBGC’s regulation on Premium
BILLING CODE 7709–01–P FOR FURTHER INFORMATION CONTACT:
Rates (29 CFR part 4006) prescribe use
Laura L. Solomon, Senior Counsel, at
of an assumed interest rate (the
(202) 551–6915, or Nadya B. Roytblat,
‘‘required interest rate’’) in determining
SECURITIES AND EXCHANGE Assistant Director, at (202) 551–6821
a single-employer plan’s variable-rate
COMMISSION (Division of Investment Management,
premium. Pursuant to the Pension
Office of Investment Company
Protection Act of 2006, for premium [Investment Company Act Release No.
payment years beginning in 2006 or Regulation).
27595; 812–13257]
2007, the required interest rate is the SUPPLEMENTARY INFORMATION: The
‘‘applicable percentage’’ (currently 85 The MainStay Funds, et al.; Notice of following is a summary of the
percent) of the annual rate of interest Application application. The complete application
determined by the Secretary of the may be obtained for a fee at the
December 11, 2006.
Treasury on amounts invested Commission’s Public Reference Desk,
conservatively in long-term investment AGENCY: Securities and Exchange 100 F Street, NE., Washington, DC
grade corporate bonds for the month Commission (‘‘Commission’’). 20549–0102 (telephone (202) 551–5850).
preceding the beginning of the plan year ACTION: Notice of an application under
section 6(c) of the Investment Company Applicants’ Representations
for which premiums are being paid (the
‘‘premium payment year’’). Thus, the Act of 1940 (‘‘Act’’) for an exemption 1. The MainStay Funds is organized
required interest rate to be used in from section 15(a) of the Act and rule as a Massachusetts business trust and is
determining variable-rate premiums for 18f–2 under the Act, as well as certain registered under the Act as an open-end
premium payment years beginning in disclosure requirements. management investment company. Each
December 2006 is 4.90 percent (i.e., 85 Registrant currently offers multiple
Summary of Application: Applicants series (each a ‘‘Fund’’) with its own
percent of the 5.77 percent composite
request an order that would permit them investment objectives, policies and
corporate bond rate for November 2006
to enter into and materially amend restrictions.1 MainStay VP Series Fund,
as determined by the Treasury).
subadvisory agreements without Inc. is organized as a Maryland
The following table lists the required
shareholder approval and would grant corporation and is registered under the
interest rates to be used in determining
relief from certain disclosure Act as an open-end management
variable-rate premiums for premium
requirements. investment company. The Manager is a
payment years beginning between
Applicants: The MainStay Funds and
January 2006 and December 2006. Delaware limited liability company and
MainStay VP Series Fund, Inc. (each a
is registered as an investment adviser
For premium payment The required interest ‘‘Registrant’’ and together, the
years beginning in: rate is: ‘‘Registrants’’) and New York Life 1 Applicants also request relief with respect to: (a)
Investment Management LLC (‘‘NYLIM’’ All of the Funds; and (b) any other existing and
January 2006 ............ 4.86 or the ‘‘Manager’’). future series of the Registrants and any other
February 2006 .......... 4.80 Filing Dates: The application was existing or future registered open-end management
March 2006 ............... 4.87 investment company or series thereof that wishes
filed on February 1, 2006, and amended to rely on the relief and: (1) Uses the ‘‘manager-of-
April 2006 ................. 5.01
May 2006 .................. 5.25
on May 2, 2006 and November 15, 2006. managers’’ arrangement described in the
June 2006 ................. 5.35 Applicants have agreed to file an application; (2) complies with the terms and
amendment during the notice period, conditions of the application; and (3) is advised by
July 2006 .................. 5.36 a Manager (together with the Funds, the ‘‘Sub-
August 2006 ............. 5.36 the substance of which is reflected in Advised Funds’’). All references to the term
September 2006 ....... 5.19 this notice. ‘‘Manager’’ herein include (a) NYLIM, and (b) any
October 2006 ............ 5.06 Hearing or Notification of Hearing: An entity controlling, controlled by, or under common
November 2006 ........ 5.05 order granting the application will be control with NYLIM. All existing registered open-
December 2006 ........ 4.90 issued unless the Commission orders a end management investment companies that
currently intend to rely on the requested order are
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hearing. Interested persons may request named as applicants. If the name of any Sub-
Multiemployer Plan Valuations a hearing by writing to the Advised Fund contains the name of a Sub-Adviser
Following Mass Withdrawal Commission’s Secretary and serving (as defined below), the name of the Manager,
including the legal name of the Manager and/or any
The PBGC’s regulation on Duties of applicants with a copy of the request, ‘‘doing business as’’ or business unit names used by
Plan Sponsor Following Mass personally or by mail. Hearing requests the Manager, will precede the name of the Sub-
Withdrawal (29 CFR part 4281) should be received by the Commission Adviser.

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75590 Federal Register / Vol. 71, No. 241 / Friday, December 15, 2006 / Notices

under the Investment Advisers Act of require a Sub-Advised Fund to disclose require that investment companies
1940 (‘‘Advisers Act’’) and provides fees paid by the Manager to each Sub- include in their financial statements
investment management services to the Adviser. An exemption is requested to information about investment advisory
Sub-Advised Funds pursuant to an permit each Sub-Advised Fund to fees.
investment advisory agreement with disclose (as both a dollar amount and as 6. Section 6(c) of the Act provides that
each Sub-Advised Fund (‘‘Investment a percentage of the Sub-Advised Fund’s the Commission may exempt any
Advisory Agreement’’). Each Investment net assets): (a) the aggregate fees paid to person, security, or transaction or any
Advisory Agreement has been approved the Manager and any Affiliated Sub- class or classes of persons, securities, or
by the Registrants’ board of trustees or Advisers; and (b) the aggregate fees paid transactions from any provisions of the
directors (the ‘‘Board’’), including a to Sub-Advisers other than Affiliated Act, or from any rule thereunder, if such
majority of the members of the Board Sub-Advisers (collectively, ‘‘Aggregate exemption is necessary or appropriate
who are not ‘‘interested persons,’’ as Fee Disclosure’’). For any Sub-Advised in the public interest and consistent
defined in section 2(a)(19) of the Act, of Fund that employs an Affiliated Sub- with the protection of investors and the
the Sub-Advised Fund (‘‘Independent Adviser, the Fund will provide separate purposes fairly intended by the policy
Board Members’’) and the shareholders disclosure of any fees paid to the and provisions of the Act. Applicants
of the Sub-Advised Fund at the time Affiliated Sub-Adviser. state that their requested relief meets
and in the manner required by sections this standard for the reasons discussed
Applicants’ Legal Analysis below.
15(a) and (c) of the Act and Rule 18f–
2 under the Act. 1. Section 15(a) of the Act provides, 7. Applicants assert that the
2. Under the terms of the Investment in relevant part, that it is unlawful for shareholders of a Sub-Advised Fund are
Advisory Agreement, the Manager is any person to act as an investment relying on the Manager’s experience to
responsible for providing a program of adviser to a registered investment select one or more Sub-Advisers best
continuous investment management to company except under a written suited to achieve the Sub-Advised
each Sub-Advised Fund in accordance contract that has been approved by the Fund’s investment objectives.
with the investment objective, policies vote of a majority of the company’s Applicants assert that, from the
and limitations of the Sub-Advised outstanding voting securities. Rule 18f– perspective of the investor, the role of
Fund. The Investment Advisory 2 under the Act provides that each the Sub-Advisers is comparable to that
Agreement also authorizes the Manager, series or class of stock in a series of the individual portfolio managers
subject to Board approval, to enter into company affected by a matter must employed by traditional investment
investment sub-advisory agreements approve such matter if the Act requires company advisory firms. Applicants
(‘‘Sub-Advisory Agreements’’) with one shareholder approval. state that requiring shareholder
or more subadvisers (‘‘Sub-Advisers’’). 2. Form N–1A is the registration approval of each Sub-Advisory
Each Sub-Adviser is, and will be, statement used by open-end investment Agreement would impose costs and
registered as an investment adviser companies. Item 14(a)(3) of Form N–1A unnecessary delays on the Sub-Advised
under the Advisers Act. The Manager requires disclosure of the method and Funds, and may preclude the Manager
monitors and evaluates the Sub- amount of an investment adviser’s from acting promptly in a manner
Advisers and recommends to the Board compensation. considered advisable by the Board.
their hiring, retention or termination. 3. Rule 20a–1 under the Act requires Applicants note that the Investment
Sub-Advisers recommended to the proxies solicited with respect to an Advisory Agreement and any Sub-
Board by the Manager have been, or will investment company to comply with Advisory Agreement with an Affiliated
be, selected and approved by the Board, Schedule 14A under the Securities Sub-Adviser will remain subject to
including a majority of the Independent Exchange Act of 1934 (‘‘1934 Act’’). section 15(a) of the Act and rule 18f–2
Board Members. In return for providing Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) under the Act.
Sub-Adviser selection, monitoring and and 22(c)(9) of Schedule 14A, taken 8. Applicants assert that some Sub-
asset allocation services, and overall together, require a proxy statement for a Advisers use a ‘‘posted’’ rate schedule to
management services, the Manager will shareholder meeting at which the set their fees. Applicants state that
receive a fee from the Sub-Advised advisory contract will be voted upon to while Sub-Advisers are willing to
Fund (‘‘Advisory Fee’’). The Sub- include the ‘‘rate of compensation of the negotiate fees that are lower than those
Adviser’s fees will be paid out of the investment adviser,’’ the ‘‘aggregate posted on the schedule, they are
Advisory Fee that a Sub-Advised Fund amount of the investment adviser’s reluctant to do so where the fees are
pays to its Manager. fees,’’ a description of the ‘‘terms of the disclosed to other prospective and
3. Applicants request an order to contract to be acted upon,’’ and, if a existing customers. Applicants submit
permit the Manager, subject to approval change in the advisory fee is proposed, that the requested relief will allow the
of the applicable Board, including a the existing and proposed fees and the Manager to negotiate more effectively
majority of the Independent Board difference between the two fees. with each Sub-Adviser.
Members, and without obtaining 4. Form N–SAR is the semi-annual
shareholder approval to enter into and report filed with the Commission by Applicants’ Conditions
materially amend Sub-Advisory registered investment companies. Item Applicants agree that any order
Agreements. The requested relief will 48 of Form N–SAR requires investment granting the requested relief will be
not extend to any Sub-Adviser that is an companies to disclose the rate schedule subject to the following conditions:
affiliated person, as defined in section for fees paid to their investment 1. Before a Sub-Advised Fund may
2(a)(3) of the Act, of the Sub-Advised advisers, including the Sub-Advisers. rely on the requested order, the
Fund or of a Manager, other than by 5. Regulation S–X sets forth the operation of the Sub-Advised Fund in
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reason of serving as a Sub-Adviser to requirements for financial statements the manner described in the application
one or more of the Sub-Advised Funds required to be included as part of will be approved by a majority of the
(‘‘Affiliated Sub-Adviser’’). investment company registration Sub-Advised Fund’s outstanding voting
4. Applicants also request an statements and shareholder reports filed securities, as defined in the Act, or, in
exemption from the various disclosure with the Commission. Sections 6– the case of a Sub-Advised Fund whose
provisions described below that may 07(2)(a), (b), and (c) of Regulation S–X public shareholders purchase shares on

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Federal Register / Vol. 71, No. 241 / Friday, December 15, 2006 / Notices 75591

the basis of a prospectus containing the supervisory responsibility for the For the Commission, by the Division of
disclosure contemplated by condition 2 general management and investment of Investment Management, under delegated
below, by the sole initial shareholder each Sub-Advised Fund’s assets, and, authority.
before offering the Sub-Advised Fund’s subject to review and approval by the Nancy M. Morris,
shares to the public. Board, will, for each Sub-Advised Fund: Secretary.
2. Each Sub-Advised Fund will (a) Set the Sub-Advised Fund’s overall [FR Doc. E6–21342 Filed 12–14–06; 8:45 am]
disclose in its prospectus the existence, investment strategies; (b) evaluate, BILLING CODE 8011–01–P
substance, and effect of any order select and recommend Sub-Advisers to
granted pursuant to the application. In
manage all or a part of the Sub-Advised
addition, each Sub-Advised Fund will SECURITIES AND EXCHANGE
Fund’s assets; (c) when appropriate,
hold itself out to the public as COMMISSION
employing the manager of managers allocate and reallocate the Sub-Advised
arrangement described in the Fund’s assets among multiple Sub-
Sunshine Act Meeting Notice
application. The prospectus relating to Advisers; (d) monitor and evaluate the
each Sub-Advised Fund will Sub-Advisers’ investment performance; Notice is hereby given, pursuant to
prominently disclose that its Manager and (e) implement procedures the provisions of the Government in the
has ultimate responsibility (subject to reasonably designed to ensure Sunshine Act, Pub. L. 94–409, that the
oversight by the Board) to oversee the compliance by the Sub-Advisers with Securities and Exchange Commission
Sub-Advisers and recommend their the Sub-Advised Fund’s investment will hold the following meeting during
hiring, termination, and replacement. objective, policies and restrictions. the week of December 18, 2006:
3. Within 90 days of the hiring of a 8. No director, trustee or officer of a A Closed Meeting will be held on
new Sub-Adviser, the applicable Sub-Advised Fund, or director or officer Tuesday, December 19, 2006 at 10 a.m.
Manager will furnish shareholders all
of the Manager, will own, directly or Commissioners, Counsels to the
information about the new Sub-Adviser
indirectly (other than through a pooled Commissioners, the Secretary to the
that would be included in a proxy
statement, except as modified to permit investment vehicle over which such Commission, and recording secretaries
Aggregate Fee Disclosure. This person does not have control), any will attend the Closed Meeting. Certain
information will include Aggregate Fee interest in a Sub-Adviser, except for: (a) staff members who have an interest in
Disclosure and any change in such ownership of interests in the Manager or the matters may also be present.
disclosure caused by the addition of the any entity that controls, is controlled by,
The General Counsel of the
new Sub-Adviser. To meet this or is under common control with the Commission, or his designee, has
condition, the Manager will provide Manager, or (b) ownership of less than certified that, in his opinion, one or
shareholders of the applicable Sub- 1% of the outstanding securities of any more of the exemptions set forth in 5
Advised Fund within 90 days of the class of equity or debt of any publicly U.S.C. 552b(c)(3), (5), (7), (9)(B) and (10)
hiring of a new Sub-Adviser with an traded company that is either a Sub- and 17 CFR 200.402(a)(3), (5), (7), (9)(ii),
information statement meeting the Adviser or an entity that controls, is and (10) permit consideration of the
requirements of Regulation 14C, controlled by, or is under common scheduled matters at the Closed
Schedule 14C, and Item 22 of Schedule control with a Sub-Adviser. Meeting.
14A under the 1934 Act, except as
9. Each Sub-Advised Fund will Commissioner Casey, as duty officer,
modified by the order to permit
disclose in its registration statement the voted to consider the items listed for the
Aggregate Fee Disclosure.
4. The Manager will not enter into a Aggregate Fee Disclosure. closed meeting in closed session.
Sub-Advisory Agreement with any 10. Independent Legal Counsel, as The subject matters of the Closed
Affiliated Sub-Adviser unless that defined in rule 0–1(a)(6) under the Act, Meeting scheduled for Tuesday,
agreement, including the compensation will be engaged to represent the December 19, 2006 will be: formal
to be paid thereunder, has been Independent Board Members. The orders of investigation; institution and
approved by the shareholders of the selection of such counsel will be within settlement of injunctive actions;
applicable Sub-Advised Fund. the discretion of the then existing institution and settlement of
5. At all times, at least a majority of Independent Board Members. administrative proceedings of an
the Board will be Independent Board enforcement nature; a collection matter;
Members and the nomination of new or 11. The requested order will expire on
an adjudicatory matter; and other
additional Independent Board Members the effective date of rule 15a–5 under
matters relating to enforcement
will be at the discretion of the then the Act, if adopted. proceedings.
existing Independent Board Members. 12. The Manager will provide the At times, changes in Commission
6. When a change of Sub-Adviser is Boards, no less frequently than priorities require alterations in the
proposed for a Sub-Advised Fund with quarterly, with information about the scheduling of meeting items.
an Affiliated Sub-Adviser, the Board, profitability of the Manager on a per-
including a majority of the Independent Sub-Advised Fund basis. The For further information and to
Board Members, will make a separate ascertain what, if any, matters have been
information will reflect the impact on
finding, reflected in the Board minutes, added, deleted or postponed, please
profitability of the hiring or termination
that such change is in the best interests contact:
of any Sub-Adviser during the
of the Sub-Advised Fund and its applicable quarter. The Office of the Secretary at (202)
shareholders, and does not involve a 551–5400.
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conflict of interest from which the 13. Whenever a Sub-Adviser is hired


or terminated, the Manager will provide Dated: December 12, 2006.
Manager or an Affiliated Sub-Adviser
the Board with information showing the Nancy M. Morris,
derives an inappropriate advantage.
7. The Manager will provide general expected impact on the profitability of Secretary.
management services to each Sub- the Manager. [FR Doc. 06–9739 Filed 12–12–06; 3:51 pm]
Advised Fund, including overall BILLING CODE 8011–01–P

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