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Federal Register / Vol. 70, No.

236 / Friday, December 9, 2005 / Notices 73317

by the shareholders of the applicable (a) Ownership of interests in the in connection with a listing application;
Fund. Adviser or any entity that controls, is (ii) eliminating a representation by
5. Each Fund will comply with the controlled by, or is under common issuers of structured products,
fund governance standards set forth in control with the Adviser, or (b) exchange-traded funds, trust issued
rule 0–1(a)(7) under the Act by the ownership of less than 1% of the receipts and other novel securities
compliance date for the rule outstanding securities of any class of products regarding third party claims;
(‘‘Compliance Date’’). Prior to the equity or debt of a publicly traded and (iii) making certain minor, non-
Compliance Date, a majority of the company that is either a Subadviser or substantive changes to the Amex Listing
Board will be Independent Trustees, an entity that controls, is controlled by, Agreement.
and the nomination of new or additional or is under common control with a
Independent Trustees will be at the III. Discussion
discretion of the then existing 12. Each Fund will disclose in its After careful consideration, the
Independent Trustees. registration statement the Aggregate Fee Commission finds that the proposed
6. When a Subadviser change is Disclosure. rule change, as amended, is consistent
proposed for a Fund with an Affiliated 13. The requested order will expire on with the requirements of the Act and the
Subadviser, the Board, including a the effective date of rule 15a–5 under rules and regulations thereunder
majority of the Independent Trustees, the Act, if adopted.
will make a separate finding, reflected applicable to a national securities
in the applicable Board minutes, that
For the Commission, by the Division of exchange.4 In particular, the
Investment Management, under delegated Commission believes that the proposal
such change is in the best interests of authority.
the Fund and its shareholders and does is consistent with Section 6(b)(5)5 in
Jonathan G. Katz, particular, in that it is designed to
not involve a conflict of interest from
which the Adviser or the Affiliated
Secretary. promote just and equitable principles of
Subadviser derives an inappropriate [FR Doc. 05–23844 Filed 12–8–05; 8:45 am] trade and is not designed to permit
advantage. BILLING CODE 8010–01–P unfair discrimination between issuers or
7. Independent counsel, as defined in to regulate by virtue of any authority
rule 0–1(a)(6) under the Act, will be conferred by the Act matters not related
engaged to represent the Independent SECURITIES AND EXCHANGE to the purposes of the Act or the
Trustees. The selection of such counsel COMMISSION administration of the Exchange.
will be within the discretion of the then [Release No. 34–52874; File No. SR–Amex– IV. Conclusion
existing Independent Trustees. 2005–097]
8. The Adviser will provide the It is therefore ordered, pursuant to
Board, no less frequently than quarterly, Self-Regulatory Organizations; Section 19(b)(2) of the Act,6 that the
with information about the profitability American Stock Exchange LLC; Order proposed rule change (SR–Amex–2005–
of the Adviser on a per-Fund basis. The Approving Proposed Rule Change 097) be, and it hereby is, approved.
information will reflect the impact on Relating to the Amex Listing
For the Commission, by the Division of
profitability of the hiring or termination Agreement Market Regulation, pursuant to delegated
of any Subadviser during the applicable authority.7
December 1, 2005.
quarter. Jonathan G. Katz,
9. Whenever a Subadviser is hired or I. Introduction
terminated, the Adviser will provide the On September 29, 2005, the American
Board with information showing the [FR Doc. E5–7102 Filed 12–8–05; 8:45 am]
Stock Exchange LLC (‘‘Amex’’ or
expected impact on the profitability of ‘‘Exchange’’) filed with the Securities

the Adviser. and Exchange Commission

10. The Adviser will provide general
(‘‘Commission’’) a proposed rule SECURITIES AND EXCHANGE
management services to each Fund,
change, pursuant to Section 19(b)(1) of COMMISSION
including overall supervisory
the Securities Exchange Act of 1934
responsibility for the general
(‘‘Act’’)1 and Rule 19b–4 thereunder,2 to
management and investment of the [Release No. 34–52855; File No. SR–CBOE–
adopt a modified Amex Listing 2005–96]
Fund’s assets, and, subject to review
Agreement. The proposed rule change
and approval of the Board, will: (a) Set
was published for comment in the Self-Regulatory Organizations;
each Fund’s overall investment
Federal Register on October 25, 2005.3 Chicago Board Options Exchange,
strategies, (b) evaluate, select and
The Commission received no comments Incorporated; Notice of Filing and
recommend Subadvisers to manage all
on the proposal. This order approves the Immediate Effectiveness of Proposed
or a part of a Fund’s assets, (c) when
proposed rule change. Rule Change to Extend a Pilot Program
appropriate, allocate and reallocate a
Fund’s assets among multiple II. Description of the Proposal Relating to the Retail Automatic
Subadvisers; (d) monitor and evaluate Execution System
The Exchange proposes to adopt a
the performance of Subadvisers, and (e) modified Amex Listing Agreement for November 30, 2005.
implement procedures reasonably the purpose of (i) combining the two
designed to ensure that the Subadvisers Pursuant to Section 19(b)(1) of the
forms of Amex Listing Agreements Securities Exchange Act of 1934 (the
comply with each Fund’s investment presently available into one form of
objective, policies and restrictions. Amex Listing Agreement to be
11. No trustee or officer of the Trust, 4 In approving the proposed rule change, the
submitted to the Exchange by all issuers Commission has considered its impact on
or director or officer of the Adviser, will
efficiency, competition, and capital formation. See
own directly or indirectly (other than 1 15 U.S.C. 78s(b)(1). 15 U.S.C. 78c(f).
through a pooled investment vehicle 2 17 CFR 240.19b–4. 5 15 U.S.C. 78f(b)(5).

that is not controlled by such person) 3 See Securities Exchange Act Release No. 52630 6 15 U.S.C. 78s(b)(2).

any interest in a Subadviser, except for: (October 18, 2005), 70 FR 61670. 7 17 CFR 200.30–3(a)(12).

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