AARP Funds, et al.; Notice of Application, 43670-43672 [E7-15188]
Download as PDF
<![CDATA[
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, https://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]
-----------------------------------------------------------------------
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
