From:
Jones, DonnaLee<EMAIL_ADDRESS>Sent:
Monday, April 4, 2016 4:53 PM
To:
<EMAIL_ADDRESS><EMAIL_ADDRESS>Cc:
Raymond, Gabrielle<EMAIL_ADDRESS>David Ailor<EMAIL_ADDRESS><EMAIL_ADDRESS>Subject:
Your coke ICR letter and attachments - Mountain State

Hello  -  Attached you will find a pdf of your signed cover letter for the Coke ICR. Also attached are Enclosures 1&2 as pdf files. Enclosures #3 through #8 are attached in a combined pdf file; these are standard enclosures we include with all ICRs. Please visit the Coke ICR website at: https://icr2010.rti.org/  for the latest versions of the data tables (Excel files) to use for your answers to Enclosures 1 and 2 as well as Word versions of both Enclosures 1&2. Your packages which include hard copies of all of the attached enclosures as well as a disc with Word versions of Enclosures 1&2 and the Excel data tables. Feel free to use this disc for your first submission, but you can also send a USB/flash drive with the files, or alternatively upload the files to a password protected area of the ICR website. Note that discs and flash drives will not be returned until the end of the ICR process.
_____________________________________________________________
Regards,
Donna Lee Jones, Ph.D.
Senior Technical Advisor, Metals Sector
U. S. Environmental Protection Agency
Office of Air Quality Planning and Standards
Sector Policies and Programs Division / Metals & Inorganic Chemicals Group (D 243-02)
Research Triangle Park, NC  27711  Tele:<PHONE_NUMBER>  Fax<PHONE_NUMBER>
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
"Reasonableness never fails to be appreciated."  - anon.

<< Coke114_cover_letter_04-04-16_MountainState_signed.PDF >>
<< Coke ICR-Enclosure 1-04-01-16P.pdf >>
<< Coke ICR-Enclosure 2-04-04B-16.pdf >>
<< Enclosure 3 - 8-2016-RTI.pdf >>


[Federal Register Volume 76, Number 86 (Wednesday, May 4, 2011)]
[Notices]
[Pages 25319-25320]
[FR Doc No: 2011-10748]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Project No. 13853-000]

Magnolia Water LLC; Notice of Preliminary Permit Application
Accepted for Filing and Soliciting Comments, Motions To Intervene, and
Competing Applications

    On September 30, 2010, Magnolia Water LLC filed an application,
pursuant to section 4(f) of the Federal Power Act, proposing to study
the feasibility of hydropower at the U.S. Army Corps of Engineers
(Corps) Sardis Lake in Latimer County, Oklahoma. The sole purpose of a
preliminary permit, if issued, is to grant the permit holder priority
to file a license application during the permit term. A preliminary
permit does not authorize the permit holder to perform any land-
disturbing activities or otherwise enter upon lands or waters owned by
others without the owners' express permission.
    The proposed pumped storage project would consist of the following:
(1) An 120-foot-high, 9,000-foot-long earth embankment dam creating;
(2) an upper reservoir with a surface area of 85 acres and an 5,000
acre-foot storage capacity; (3) a 60-foot-high, 7,300-foot-long earth
embankment dam creating; (4) a lower reservoir with a surface area of
200 acres and an 5,000 acre-foot storage capacity;

(5) one 32-foot-diameter, 8,000-foot-long penstock connecting the two
reservoirs; (6) a powerhouse/pumping station containing 3 pump/
generating units with a total generating capacity of 750 megawatts; (7)
(8) a 9,000-foot-long pipeline from Corps' Sardis Lake to fill the
lower reservoir and (9) a transmission line to an existing distribution
line. The proposed project would have an average annual generation of
1,920,000 megawatt-hours (MWh), which would be sold to a local utility.
    Applicant Contact: Mr. Fred Brown, 4265 Kellway Circle Addison,
Texas 75001; phone<PHONE_NUMBER>.
    FERC Contact: Michael Spencer,<PHONE_NUMBER>.
    Deadline for filing comments, motions to intervene, competing
applications (without notices of intent), or notices of intent to file
competing applications: 60 days from the issuance of this notice.
Competing applications and notices of intent must meet the requirements
of 18 CFR 4.36. Comments, motions to intervene, notices of intent, and
competing applications may be filed electronically via the Internet.
See 18 CFR 385.2001(a)(1)(iii) and the instructions on the Commission's
Web site http://www.ferc.gov/docs-filing/efiling.asp. Commenters can
submit brief comments up to 6,000 characters, without prior
registration, using the eComment system at http://www.ferc.gov/docs-filing/ecomment.asp. You must include your name and contact information
at the end of your comments. For assistance, please contact FERC Online
Support at<EMAIL_ADDRESS>call toll-free at (866) 208-
3676; or, for TTY, contact<PHONE_NUMBER>. Although the Commission
strongly encourages electronic filing, documents may also be paper-
filed. To paper-file, mail an original and seven copies to: Kimberly D.
Bose, Secretary, Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    More information about this project, including a copy of the
application, can be viewed or printed on the ``eLibrary'' link of the
Commission's Web site at http://www.ferc.gov/docs-filing/elibrary.asp.
Enter the docket number (P-13853-000) in the docket number field to
access the document. For assistance, contact FERC Online Support.

    Dated: April 27, 2011.
Kimberly D. Bose,
Secretary.
[FR Doc. 2011-10748 Filed 5-3-11; 8:45 am]
BILLING CODE 6717-01-P


Boiler/ Process Heater Combustion MACT Number of Units by Size per Plant Site John C. deRuyter 10/ 13/ 03 Number of units in each heat input capacity range ( all Btu/ hr, M= 1000) by fuel type Facility No. Facility or Plant Description < 10MM 10< 50MM 50 100MM > 100MM < 10MM 10< 50MM 50 100MM > 100MM < 10MM 10< 50MM 50 100MM > 100MM < 10MM 10< 50MM 50 100MM > 100MM 1 Auto assembly plant 29 3 2 29 3 2 0 2 Industrial gas and chemical production 2 2 0 0 2 2 3 Chemical production 1 2 2 1 2 2 0 4 Industrial gas production 1 0 0 0 1 5 Industrial gas production 3 1 1 4 3 1 1 4 6 Energy production 1 0 0 0 1 7 Chemical production 2 2 0 0 0 8 Chemical production 8 2 8 0 0 2 9 Aggregate totals for 12 Refineries 34 109 84 108 34 109 84 108 10 Refinery 3 4 2 1 3 4 2 1 11 Refinery 3 9 9 0 3 9 9 12 Refinery 0 0 0 0 13 University 3 0 0 0 3 14 University 1 2 2 0 0 2 3 15 University 2 1 2 0 0 2 3 16 Poultry processing 1 3 0 1 3 0 17 Pharmaceuticals production 2 0 0 0 2 18 Research 5 0 0 0 5 19 University 3 0 0 3 0 20 University 3 2 0 0 3 2 21 University 3 0 0 3 0 22 Prison 4 0 0 4 0 23 University 2 0 0 2 0 24 Hospital 5 0 0 0 5 25 University 2 0 0 2 0 26 University 4 0 0 4 0 27 Military 5 0 0 5 0 28 Government 4 2 0 0 4 2 29 Military 5 0 0 0 5 30 Military 3 0 0 3 0 31 Synthetic fiber manufacturing 4 4 0 4 0 4 32 Synthetic fiber manufacturing 1 2 3 0 3 0 3 33 Synthetic fiber manufacturing 6 1 1 2 0 6 2 2 34 Synthetic fiber manufacturing 9 1 2 0 9 0 3 35 Inorganic chemical manufacturing 2 0 2 0 0 36 Inorganic chemical manufacturing 2 1 2 0 2 0 3 37 Chemical manufacturing 1 6 2 1 3 3 1 6 5 4 38 Organic chemical manufacturing 6 2 4 0 6 2 4 39 Textile manufacture 1 3 0 0 4 0 40 Textile manufacture 1 1 1 1 1 3 0 0 41 Textile manufacture 1 0 1 0 0 42 Textile manufacture 3 0 3 0 0 43 Textile manufacture 1 1 0 2 0 0 44 Textile manufacture 1 2 0 2 1 0 45 Textile manufacture 2 1 0 3 0 0 46 Textile manufacture 1 0 0 0 1 47 Textile manufacture 1 1 0 1 1 0 48 Textile manufacture 2 1 0 0 3 0 49 Textile manufacture 1 1 0 0 0 50 Textile manufacture 2 1 2 1 0 0 51 Textile manufacture 2 0 2 0 0 52 Textile manufacture 2 0 2 0 0 53 Textile manufacture 1 1 0 0 0 54 Textile manufacture 1 0 1 0 0 55 Textile manufacture 2 0 2 0 0 56 Textile manufacture 1 1 0 2 0 0 57 Textile manufacture 1 0 1 0 0 58 Textile manufacture 1 0 0 1 0 59 Textile manufacture 1 1 0 2 0 0 60 Textile manufacture 4 0 4 0 0 61 Textile manufacture 2 0 2 0 0 Total Number of Units Gaseous Fuel Firing Liquid Fuel ( No. 6) Firing Solid Fuel Firing


[Federal Register: October 31, 2006 (Volume 71, Number 210)]
[Notices]
[Page 63807-63810]
[DOCID:fr31oc06-95]

=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-27523; 812-13056]

Tactical Allocation Services, LLC, et al.; Notice of Application

October 24, 2006.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under section 12(d)(1)(J) of
the Investment Company Act of 1940 (``Act'') for an exemption from
sections 12(d)(1)(A) and (B) of the Act and under sections 6(c) and
17(b) of the Act for an exemption from section 17(a) of the Act.

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    Summary of Application: The order would permit certain registered
open-end management investment companies to acquire shares of other
registered open-end management investment companies and unit investment
trusts (``UITs'') both within and outside the same group of investment
companies.
    Applicants: Agile Funds, Inc. (the ``Company''), with respect to
its portfolio series (each a ``Fund'' and collectively the ``Funds''),
and Tactical Allocation Services, LLC (the ``Adviser'').
    Filing Dates: The application was filed on December 18, 2003 and
amended on October 20, 2006.
    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. November 17, 2006, 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 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; Applicants, Tactical Allocation
Services, LLC, and Agile Funds, Inc., 4909 Pearl East Circle, Suite
300, Boulder, Colorado 80301-6101.

FOR FURTHER INFORMATION CONTACT: 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 at the
Public Reference Desk, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-0102 (telephone<PHONE_NUMBER>).

Applicants' Representations

    1. The Company is a Maryland corporation and an open-end management
investment company registered under the Act. One Fund of the Company is
the Agile Multi-Strategy Fund (the ``Multi-Strategy Fund''). The
Adviser, a Colorado limited liability company, serves as investment
adviser to the Multi-Strategy Fund and is registered under the
Investment Advisers Act of 1940.
    2. Applicants request relief to permit: (1) One or more Funds
(including the Multi-Strategy Fund, ``Funds of Funds'') to acquire
shares of: (a) Registered open-end management investment companies or
UITs that are not part of the same group of investment companies, as
defined in section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds
(``Other Group Funds'') \1\ and the Other Group Funds to sell such
shares to the Fund of Funds; and (2) the Fund of Funds to acquire
shares of certain Funds that are in the same group of investment
companies, as defined in section 12(d)(1)(G)(ii) of the Act, as the
Fund of Funds (the ``Same Group Funds'') (together with the Other Group
Funds, the ``Underlying Funds'') and the Same Group Funds to sell such
shares to the Fund of Funds. Applicants also apply for an order
pursuant to section 6(c) and section 17(b) of the Act exempting
Applicants from section 17(a) of the Act to the extent necessary to
permit purchases and redemptions by a Fund of Funds of shares of the
Underlying Funds and to permit the Underlying Funds to sell or redeem
their shares in transactions with the Fund of Funds.\2\ Applicants
state that the requested relief will enable investors to achieve a
diversified investment in a range of Underlying Funds through a single
investment in a Fund of Funds.
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    \1\ The Other Group Funds may include UITs (``Other Group
Trusts'') and open-end management investment companies (``Other
Group Management Companies'') that have recieved exemptive relief to
sell their shares on a national securities exchange at negotiated
prices (``EFTs''). Shares of an ETF also may be purchased from the
EFT in large aggregations by delivering a basket of specified
securities to the ETF, and large aggregations of shares may be
redeemed from an ETF in exchange for a basket of specified
securities (``In-kind EFT Purchases and Redemptions'').
    \2\ All existing investment companies that currently intend to
rely on the requested order are named as applicants. Any other
investment company that relies on the order in the future will
comply with the terms and conditions of the order.
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Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) of the Act prohibits a registered investment
company from acquiring shares of an investment company if the
securities represent more than 3% of the total outstanding voting stock
of the acquired company, more than 5% of the total assets of the
acquiring company, or, together with the securities of any other
investment companies, more than 10% of the total assets of the
acquiring company. Section 12(d)(1)(B) of the Act prohibits a
registered open-end investment company, its principal underwriter and
any broker or dealer from selling shares of the investment company to
any other investment company if the sale will cause the acquiring
company to own more than 3% of the acquired company's voting stock, or
if the sale will cause more than 10% of the acquired company's voting
stock to be owned by investment companies generally.
    2. Section 12(d)(1)(J) 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 section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.
Applicants seek an exemption under section 12(d)(1)(J) to permit the
Funds of Funds to acquire shares of Underlying Funds and to permit the
Underlying Funds, their principal underwriters and any broker or dealer
to sell shares of the Underlying Funds to the Funds of Funds beyond the
limits set forth in sections 12(d)(1)(A) and (B) of the Act.
    3. Applicants state that the proposed arrangement will not give
rise to the policy concerns underlying sections 12(d)(1)(A) and (B),
which include concerns about undue influence by a fund of funds over
underlying funds, excessive layering of fees, and overly complex fund
structures. Accordingly, applicants believe that the requested
exemption is consistent with the public interest and the protection of
investors.
    4. Applicants state that the proposed arrangement will not result
in undue influence by a Fund of Funds or its affiliated persons over an
Other Group Fund. To limit the control that a Fund of Funds may have
over an Other Group Fund, applicants propose a condition prohibiting:
(a) The Adviser and any person controlling, controlled by or under
common control with the Adviser, and any investment company or any
issuer that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act that is advised by the Adviser or any person
controlling, controlled by or under common control with the Adviser
(collectively, the ``Adviser Group''), and (b) any investment adviser
to a Fund of Funds that meets the definition of section 2(a)(20)(B) of
the Act (``Sub-adviser''), any person controlling, controlled by or
under common control with the Sub-Adviser, and any investment company
or issuer that would be an investment company but for section 3(c)(1)
or 3(c)(7) of the Act (or portion of such investment company or issuer)
advised by the Sub-Adviser or any person controlling, controlled by or
under common control with the Sub-Adviser (collectively, the
``Subadviser Group'') from controlling an Other Group Fund within the
meaning of section 2(a)(9) of the Act.
    5. Applicants also propose conditions to preclude a Fund of Funds
and its affiliated entities from taking advantage of an Other Group
Fund. Under condition 2, no Fund of Funds or its Adviser, Sub-Adviser,
promoter, principal underwriter or any person controlling, controlled
by or under common control with any of these entities (each, a ``Fund
of Funds Affiliate''), will cause any existing or potential investment
by the Fund of Funds in shares of an Other Group Fund to influence the
terms of any services or transactions between the Fund of Funds or a
Fund of Funds Affiliate and the Other Group Fund or its investment
adviser(s), sponsor, promoter, principal underwriter and any person
controlling, controlled by or under common control with any of these
entities (each, an ``Other Group Fund Affiliate''). Condition 5
precludes a Fund of Funds and any Fund of Funds Affiliate (except to
the extent it is acting in its capacity as an investment adviser to an
Other Group Management Company or sponsor to an Other Group Underlying
Trust) from causing an Other Group Fund to purchase a security in an
offering of securities during the existence of any underwriting or
selling syndicate of which a principal underwriter is an officer,
director, member of an advisory board, Adviser, Sub-Adviser, or
employee of the Fund of Funds, or a person of which any such officer,
director, member of an advisory board, Adviser, Sub-Adviser, or
employee is an affiliated person (each, an ``Underwriting Affiliate,''
except any person whose relationship to the Other Group Fund is covered
by section 10(f) of the Act is not an Underwriting Affiliate). An
offering of securities during the existence of any underwriting or
selling syndicate of which a principal underwriter is an Underwriting
Affiliate is an ``Affiliated Underwriting.''
    6. As an additional assurance that an Other Group Management
Company understands the implications of an investment by a Fund of
Funds under the requested order, prior to a Fund of Funds' investment
in an Other Group Management Company in excess of the limit in section
12(d)(1)(A)(i), condition 8 requires that the Fund of Funds and the
Other Group Management Company execute an agreement stating, without
limitation, that their boards of directors or trustees and their
investment advisers understand the terms and conditions of the order
and agree to fulfill their responsibilities under the order
(``Participation Agreement). Applicants note that an Other Group Fund
(other than an ETF whose shares are purchased by a Fund of Funds in the
secondary market) will retain the right to reject an investment by a
Fund of Funds.\3\
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    \3\ An Other Group Fund, including an EFT, would retain its
right to reject any initial investment by a Fund of Funds in excess
of the limit in section 12(d)(1)(A)(i) of the Act by declining to
execute the Participation Agreement with the Fund of Funds.
---------------------------------------------------------------------------

    7. Applicants do not believe that the proposed arrangement will
involve excessive layering of fees. With respect to investment advisory
fees, applicants state that, before approving any investment advisory
contract under section 15 of the Act, the board of directors or
trustees (``Board'') of each Fund of Funds, including a majority of the
directors or trustees who are not ``interested persons,'' as defined in
section 2(a)(19) of the Act (``Disinterested Directors''), will find
that the investment advisory fees charged under such contract are based
on services provided that are in addition to, rather than duplicative
of, services provided under the advisory contract(s) of any Underlying
Fund in which the Fund of Funds may invest.
    8. Applicants state that the proposed arrangement will not create
an overly complex fund structure. Applicants note that an Underlying
Fund will be prohibited from acquiring securities of any investment
company or company relying on section 3(c)(1) or 3(c)(7) of the Act in
excess of the limits contained in section 12(d)(1)(A), except as may be
permitted by a Commission order allowing an Underlying Fund to purchase
shares of an affiliated investment company for short-term cash
management purposes or rule 12d-1 under the Act. Applicants also
represent that a Fund of Funds' prospectus and sales literature will
contain concise, ``plain English'' disclosure designed to inform
investors of the unique characteristics of the proposed Fund of Funds
structure, including, but not limited to, its expense structure and the
additional expenses of investing in Underlying Funds. Each Fund of
Funds also will comply with the disclosure requirements adopted in
Investment Company Act Release No. 27399 (June 20, 2006).

B. Section 17(a)

    1. Section 17(a) of the Act generally prohibits sales or purchases
of securities between a registered investment company and any
affiliated person of the company. Section 2(a)(3) of the Act defines an
``affiliated person'' of another person to include (a) any person
directly or indirectly owning, controlling, or holding with power to
vote, 5% or more of the outstanding voting securities of the other
person; (b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with
power to vote by the other person; and (c) any person directly or
indirectly controlling,

controlled by, or under common control with the other person.
    2. Applicants state that since the Funds of Funds and the Same
Group Funds may be advised by the Adviser or share common officers or
directors, they might be deemed to be under common control and
therefore affiliated persons of one another. Applicants also state that
the Funds of Funds and the Underlying Funds may be deemed to be
affiliated persons of one another if a Fund of Funds acquires 5% or
more of an Underlying Fund's outstanding voting securities. In light of
these possible affiliations, section 17(a) could prevent an Underlying
Fund from selling shares to and redeeming shares from a Fund of
Funds.\4\
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    \4\ Applicants acknowledge that receipt of any compensation by
(a) an affiliated person of a Fund of Funds, or an affiliated person
of such person, for the purchase by the Fund of Funds of shares of
an Underlying Fund or (b) an affiliated person of an Underlying
Fund, or an affiliated person of such person, for the sale by the
Underlying Fund of its shares to a Fund of Funds is subject to
section 17(e) of the Act. The Participation Agreement also will
include this acknowledgment.
---------------------------------------------------------------------------

    3. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
it finds that (a) the terms of the proposed transaction are reasonable
and fair and do not involve overreaching on the part of any person
concerned; (b) the proposed transaction is consistent with the policies
of each registered investment company involved; and (c) the proposed
transaction is consistent with the general purposes of the Act. Section
6(c) of the Act permits the Commission to exempt any person or
transactions from any provision of the Act if 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.
    4. Applicants submit that the proposed transactions satisfy the
standards for relief under sections 17(b) and 6(c) of the Act.
Applicants state that the terms of the transactions are fair and
reasonable and do not involve overreaching. Applicants note that the
terms upon which an Underlying Fund will sell its shares to or purchase
its shares from a Fund of Funds will be based on the net asset value of
the Underlying Fund.\5\ Applicants state that the proposed transactions
will be consistent with the policies of each Fund of Funds and
Underlying Fund, and with the general purposes of the Act.
---------------------------------------------------------------------------

    \5\ Applicants note that a Fund of Funds generally would
purchase and sell shares of an Underlying Fund that operates as an
ETF through secondary market transactions at market prices rather
than through principal transactions with the Underlying Fund at net
asset value. Applicants would not rely on the requested relief from
section 17(a) for such secondary market transactions. To the extent
a Fund of Funds engages in In-kind ETF Purchases and Redemptions,
Applicants request relief from section 17(a) for these transactions.
---------------------------------------------------------------------------

Applicants' Conditions

    Applicants agree that the order granting the requested relief will
be subject to the following conditions:
    1. The members of the Adviser Group will not control (individually
or in the aggregate) an Other Group Fund within the meaning of section
2(a)(9) of the Act. The members of the Subadviser Group will not
control (individually or in the aggregate) an Other Group Fund within
the meaning of section 2(a)(9) of the Act. If, as a result of a
decrease in the outstanding voting securities of an Other Group Fund,
the Adviser Group or the Subadviser Group, each in the aggregate,
becomes a holder of more than 25% of the outstanding voting securities
of the Other Group Fund, it will vote its shares of the Other Group
Fund in the same proportion as the vote of all other holders of the
Other Group Fund's shares. This condition does not apply to the
Subadviser Group with respect to an Other Group Fund for which the
Subadviser or a person controlling, controlled by, or under common
control with the Subadviser acts as the investment adviser within the
meaning section 2(a)(20)(A) of the Act (in the case of an Other Group
Management Company) or as the sponsor (in the case of an Other Group
Trust).
    2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in shares of an
Other Group Fund to influence the terms of any services or transactions
between the Fund of Funds or a Fund of Funds Affiliate and the Other
Group Fund or an Other Group Fund Affiliate.
    3. The Board of a Fund of Funds, including a majority of the
Disinterested Directors, will adopt procedures reasonably designed to
assure that the Adviser and any Subadviser to the Fund of Funds are
conducting the investment program of the Fund of Funds without taking
into account any consideration received by the Fund of Funds or a Fund
of Funds Affiliate from an Other Group Fund or an Other Group Fund
Affiliate in connection with any services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an
Other Group Management Company exceeds the limit in section
12(d)(1)(A)(i) of the Act, the Board of the Other Group Management
Company, including a majority of the Disinterested Directors, will
determine that any consideration paid by the Other Group Management
Company to the Fund of Funds or a Fund of Funds Affiliate in connection
with any services or transactions: (a) Is fair and reasonable in
relation to the nature and quality of the services and benefits
received by the Other Group Management Company; (b) is within the range
of consideration that the Other Group Management Company would be
required to pay to another unaffiliated entity in connection with the
same services or transactions; and (c) does not involve overreaching on
the part of any person concerned. This condition does not apply with
respect to any services or transactions between an Other Group
Management Company and its investment adviser(s), or any person
controlling, controlled by, or under common control with such
investment adviser(s).
    5. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to an
Other Group Management Company or sponsor to an Other Group Trust) will
cause an Other Group Fund to purchase a security in any Affiliated
Underwriting.
    6. The Board of an Other Group Management Company, including a
majority of the Disinterested Directors, will adopt procedures
reasonably designed to monitor any purchases of securities by the Other
Group Management Company in Affiliated Underwritings, once an
investment by a Fund of Funds in the securities of the Other Group
Management Company exceeds the limit of section 12(d)(1)(A)(i) of the
Act, including any purchases made directly from an Underwriting
Affiliate. The Board will review these purchases periodically, but no
less frequently than annually, to determine whether the purchases were
influenced by the investment by the Fund of Funds in shares of the
Other Group Management Company. The Board will consider, among other
things: (a) whether the purchases were consistent with the investment
objectives and policies of the Other Group Management Company; (b) how
the performance of securities purchased in an Affiliated Underwriting
compares to the performance of comparable securities purchased during a
comparable period of time in underwritings other than Affiliated
Underwritings or to a benchmark such as a comparable market index; and
(c) whether the amount of securities

purchased by the Other Group Management Company in Affiliated
Underwritings and the amount purchased directly from an Underwriting
Affiliate have changed significantly from prior years. The Board will
take any appropriate actions based on its review, including, if
appropriate, the institution of procedures designed to assure that
purchases of securities in Affiliated Underwritings are in the best
interests of shareholders.
    7. The Other Group Management Company will maintain and preserve
permanently in an easily accessible place a written copy of the
procedures described in the preceding condition, and any modifications
to such procedures, and will maintain and preserve for a period of not
less than six years from the end of the fiscal year in which any
purchase from an Affiliated Underwriting occurred, the first two years
in an easily accessible place, a written record of each purchase of
securities in Affiliated Underwritings once an investment by a Fund of
Funds in the securities of an Other Group Management Company exceeds
the limit of section 12(d)(1)(A)(i) of the Act, setting forth from whom
the securities were acquired, the identity of the underwriting
syndicate's members, the terms of the purchase, and the information or
materials upon which the determinations of the Board of the Other Group
Management Company were made.
    8. Before investing in an Other Group Management Company in excess
of the limit in section 12(d)(1)(A)(i) of the Act, the Fund of Funds
and the Other Group Management Company will execute a Participation
Agreement stating, without limitation, that their Boards and their
investment advisers understand the terms and conditions of the order
and agree to fulfill their responsibilities under the order. At the
time of its investment in shares of an Other Group Management Company
in excess of the limit in section 12(d)(1)(A)(i), a Fund of Funds will
notify the Other Group Management Company of the investment. At such
time, the Fund of Funds will also transmit to the Other Group
Management Company a list of the names of each Fund of Funds Affiliate
and Underwriting Affiliate. The Fund of Funds will notify the Other
Group Management Company of any changes to the list as soon as
reasonably practicable after a change occurs. The Other Group
Management Company and the Fund of Funds will maintain and preserve a
copy of the order, the Participation Agreement, and the list with any
updated information for the duration of the investment and for a period
of not less than six years thereafter, the first two years in an easily
accessible place.
    9. Before approving any advisory contract under section 15 of the
Act, the Board of each Fund of Funds, including a majority of the
Disinterested Directors, will find that the advisory fees charged under
such advisory contract are based on services provided that are in
addition to, rather than duplicative of, the services provided under
the advisory contract(s) of any Underlying Fund in which the Fund of
Funds may invest. These findings and their basis will be recorded fully
in the minute books of the appropriate Fund of Funds.
    10. The Adviser will waive fees otherwise payable to it by the Fund
of Funds in an amount at least equal to any compensation (including
fees received pursuant to any plan adopted by an Other Group Management
Company under rule 12b-1 under the Act) received from an Other Group
Management Company by the Adviser, or an affiliated person of the
Adviser, other than any advisory fees paid to the Adviser or its
affiliated person by the Other Group Management Company, in connection
with the investment by the Fund of Funds in the Other Group Management
Company. Any Subadviser will waive fees otherwise payable to the
Subadviser, directly or indirectly, by the Fund of Funds in an amount
at least equal to any compensation received from an Other Group Fund by
the Subadviser, or an affiliated person of the Subadviser, other than
any advisory fees paid to the Subadviser or its affiliated person by
the Other Group Management Company, in connection with the investment
by the Fund of Funds in the Other Group Fund made at the direction of
the Subadviser. In the event that the Subadviser waives fees, the
benefit of the waiver will be passed through to the Fund of Funds.
    11. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    12. No Underlying Fund will acquire securities of any other
investment company or company relying on section 3(c)(1) or 3(c)(7) of
the Act in excess of the limits contained in section 12(d)(1)(A) of the
Act, except as may be permitted by a Commission order allowing an
Underlying Fund to purchase shares of an affiliated investment company
for short-term cash management purposes or rule 12d-1 under the Act.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-18256 Filed 10-30-06; 8:45 am]

BILLING CODE 8011-01-P