Lehman Brothers Asset Management, LLC., et al.; Notice of Application, 44190-44194 [E7-15309]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 72, Number 151 (Tuesday, August 7, 2007)]
[Notices]
[Pages 44190-44194]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-15309]



[[Page 44190]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27920; 812-12973]


Lehman Brothers Asset Management, LLC., et al.; Notice of 
Application

August 1, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

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

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APPLICANTS: Lehman Brothers Asset Management LLC (``LBAM''), Neuberger 
Berman Management, Inc. (``NBMI''), any other existing or future 
investment adviser registered under the Investment Advisers Act of 1940 
(the ``Advisers Act'') which controls, is controlled by, or is under 
common control (as defined in section 2(a)(9) of the Act) with, LBH (as 
defined below) (individually, a ``Future Adviser'' and collectively, 
the ``Future Advisers''),\1\ Merrimac Master Portfolio (``Merrimac''), 
Institutional Liquidity Trust (the ``Master Trust''), Lehman Brothers 
Institutional Liquidity Funds (``LB Institutional Liquidity Funds''), 
Lehman Brothers Institutional Liquidity Cash Management Funds (``LB 
Institutional Cash Management Funds''), Lehman Brothers Reserve 
Liquidity Funds (``LB Reserve Funds''), Neuberger Berman Institutional 
Liquidity Series (``NB Liquidity Funds''), Lehman Brothers Income Funds 
(``LB Income Funds''),\2\ any existing or future registered money 
market funds that are advised or subadvised by an Adviser,\3\ Lehman 
Brothers, Inc. (``LBI''), and Lehman Commercial Paper, Inc. (``LCP''), 
(LBI and LCP collectively are referred to as the ``Dealer'' or ``Lehman 
Brothers'').
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    \1\ LBAM, NBMI, and the Future Advisers are referred to 
individually in this notice as an ``Adviser'' and collectively as 
the ``Advisers.'' Any Adviser that currently intends to rely on the 
requested order is named as an applicant in the application. Any 
other Adviser that relies on the order in the future will comply 
with the terms and conditions of the application.
    \2\ LB Income Funds offers six series that operate as money 
market funds subject to rule 2a-7 under the Act: Neuberger Berman 
Cash Reserves, Neuberger Berman Government Money Fund, Lehman 
Brothers Municipal Money Fund, Lehman Brothers New York Municipal 
Money Fund, Lehman Brothers National Municipal Money Fund, and 
Lehman Brothers Tax-Free Money Fund (collectively, the ``LB Income 
Money Market Series''). The Master Trust, LB Institutional Liquidity 
Funds, LB Institutional Cash Management Funds, LB Reserve Funds, NB 
Liquidity Funds, and the LB Income Money Market Series are 
collectively referred to as the ``LB Money Market Funds.''
    \3\ All such investment companies and series, including Merrimac 
and the LB Money Market Funds and their series, are referred to 
individually in this notice as a ``Money Market Portfolio'' and 
collectively as the ``Money Market Portfolios.'' The requested 
relief will not extend to any investment company advised or sub-
advised by LBI (as defined below). Any Money Market Portfolios not 
existing as of the date of the application are referred to in this 
notice individually as a ``Future Money Market Portfolio'' and 
collectively as the ``Future Money Market Portfolios.'' Any Money 
Market Portfolio that currently intends to rely on the requested 
order is named as an applicant in the application. Any other Money 
Market Portfolio that relies on the order in the future will comply 
with the terms and conditions of the application.

SUMMARY OF APPLICATION: Applicants request an order to permit the Money 
Market Portfolios to engage in certain principal transactions with 
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Lehman Brothers.

FILING DATES: The application was filed on May 12, 2003, and amended on 
January 2, 2004, and February 12, 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 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 may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090. Applicants: LBAM, 190 South LaSalle 
Street, Chicago, IL 60603; NBMI, the Master Trust, LB Institutional 
Liquidity Funds, LB Institutional Cash Management Funds, LB Reserve 
Funds, NB Liquidity Funds, and LB Income Funds, 605 Third Avenue, New 
York, NY 10158-3698; Merrimac, 200 Clarendon Street, Boston, MA 02117; 
LBI and LCP, 399 Park Avenue, New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Mary Kay Frech, Branch Chief, at (202) 
551-6821 (Office of Investment Company Regulation, Division of 
Investment Management).

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 (tel. 202-551-8090).

Applicants' Representations

    1. Merrimac, a New York common law trust, is an open-end management 
investment company registered under the Act. The Master Trust, a 
Delaware statutory trust, is an open-end management investment company 
registered under the Act. LB Institutional Liquidity Funds, a Delaware 
statutory trust, is an open-end management investment company 
registered under the Act. LB Institutional Cash Management Funds and LB 
Reserve Funds are both Delaware statutory trusts that are open-end 
management investment companies registered under the Act. NB Liquidity 
Funds and LB Income Funds are both Delaware statutory trusts that are 
open-end management investment companies registered under the Act. Each 
Money Market Portfolio invests all of its assets in various types of 
taxable money market instruments and repurchase agreements 
(collectively, ``Money Market Instruments'') and is subject to rule 2a-
7 under the Act.
    2. LBAM is a Delaware corporation and wholly-owned subsidiary of 
Lehman Brothers Holdings Inc (``LBH''). NBMI is a New York corporation 
and a wholly-owned subsidiary of Neuberger Berman, Inc. (``NBI''). LBAM 
and NBMI are each registered as an investment adviser under the 
Advisers Act. LB Money Market Funds have entered into investment 
advisory agreements with NBMI under which NBMI will provide investment 
advisory and management services. NBMI, in turn, has entered into sub-
investment advisory agreements with LBAM under which LBAM will provide 
day to day investment management services to the LB Money Market Funds. 
LBAM has also entered into a sub-investment advisory agreement with 
Investors Bank and Trust Company (``IBT'') under which LBAM will 
provide investment advisory and management services to Merrimac. NBMI 
is the investment adviser and administrator to, and principal 
underwriter of, the LB Money Market Funds.
    3. LBI is a wholly-owned subsidiary of LBH and is registered as a 
broker-dealer under the Securities Exchange Act of 1934 (the ``1934 
Act''). LBI, a primary dealer in U.S. Government securities, currently 
is one of the largest dealers in commercial paper, repurchase 
agreements and other Money Market Instruments in the United States. LCP 
is a Delaware corporation and wholly-

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owned subsidiary of LBI. LCP trades exempt securities, as defined in 
section 3(a)(12) of the 1934 Act, and other instruments, including 
Money Market Instruments, and is a certified dealer in the State of 
Utah.
    4. Applicants state that the Dealer and each of the Advisers are 
functionally independent of each other and operate as completely 
separate entities. Specifically, the Dealer and the Advisers: Are 
separately capitalized, maintain their own books and records and, 
except as described in the application with respect to certain dual 
officers, have separate employees. Additionally, each of the Advisers 
and the Dealer operate on different sides of appropriate information 
barriers with respect to portfolio management activities and investment 
banking activities.
    5. Investment management decisions for the Money Market Portfolios 
are determined solely by the Advisers. The portfolio managers and other 
employees that are responsible for portfolio management for registered 
investment companies function exclusively on behalf of one or more of 
the Advisers, and not the Dealer. The compensation of persons assigned 
to the Advisers does not depend on the volume or nature of trades 
effected by the Advisers with the Dealer, except to the extent that 
such trades may affect general firmwide compensation of LBH and its 
subsidiaries as a whole.
    6. The portfolio securities in which the Money Market Portfolios 
invest that are the subject of the application are Money Market 
Instruments. Practically all trading in Money Market Instruments takes 
place in over-the-counter markets consisting of groups of dealers who 
are primarily major securities firms or large commercial banks. Money 
Market Instruments generally are traded in lots of $1,000,000 or more 
on a net basis and normally do not involve payment of either brokerage 
commissions or transfer taxes. The costs of portfolio transactions to 
the Money Market Portfolios consist primarily of dealer or underwriter 
spreads. Spreads vary somewhat among Money Market Instruments, but 
generally spread levels for short-term investment grade products are in 
the range of 1 to 5 basis points (.01% to .05%). In the Money Market 
Portfolios' experience, there is not a great deal of variation in the 
spreads on Money Market Instruments quoted by the various dealers, 
except perhaps during turbulent market conditions.
    7. The money market consists of an elaborate telephonic and 
electronic communications network among dealer firms, principal issuers 
of Money Market Instruments and principal institutional buyers of such 
instruments. Because the money market is a dealer market, there is not 
a single obtainable price for a given instrument that generally 
prevails at any given time. A dealer acts either as ``agent'' on behalf 
of issuer clients or as ``principal'' for its own account. In either 
capacity, a dealer posts rates throughout its internal and external 
distribution networks that are intended to reflect ``market clearing 
price levels,'' as determined by the dealer. Only customers of the 
dealer seeking to purchase Money Market Instruments have access to 
these postings.
    8. Because of the variety of types of Money Market Instruments and 
other factors, the money market tends to be segmented. The markets for 
the various types of instruments will vary in terms of price, 
volatility, liquidity and availability. Although the rates for the 
different types of instruments tend to fluctuate closely together, 
there may be significant differences in yield among the various types 
of instruments, even within a particular instrument category, depending 
upon the maturity of the instrument and the credit quality of the 
issuer. Moreover, from time to time, segmenting exists within Money 
Market Instruments with the same maturity date and rating. The 
segmenting is based on such factors as whether the issuer is an 
industrial or financial company, whether the issuer is domestic or 
foreign and whether the securities are asset-backed or unsecured. 
Because dealers tend to specialize in certain types of Money Market 
Instruments, the particular needs of a potential buyer or seller with 
respect to a certain type of security, maturity or credit quality may 
limit the number of dealers who can provide optimum pricing and 
execution. Hence, with respect to any given type of instrument, there 
may be only a few dealers who can be expected to have the instrument 
available and be in a position to quote an acceptable price.
    9. Lehman Brothers is one of the world's largest dealers in Money 
Market Instruments, ranking among the top firms in each of the major 
markets and product areas. As of December 2006, Lehman Brothers had 
become the third largest dealer in terms of the number of U.S. 
commercial paper programs. LBI is an active participant in the public 
auction market for U.S. Treasuries, being one of only 22 primary 
dealers. LBI also has been an active participant in the market for 
government agency securities. LBI also is one of the leading 
participants in the medium-term note (``MTNs'') market. MTNs are 
offered continuously in public or private offerings, with maturities 
beginning at nine months. Because commercial paper is not issued for a 
maturity of longer than nine months and bankers acceptances are not 
issued for a maturity of longer than six months, there are fewer longer 
term investment alternatives than shorter term investment alternatives 
for the Money Market Portfolios. Thus, MTNs represent a significant 
portion of the longer-term money market investment alternatives. In 
2006, Lehman Brothers ranked as the fifth largest manager or co-manager 
of the MTN/BKNT/DPNT/CD market in terms of proceeds ($36.4 billion) and 
market share (8.7%). Applicants further believe that LBI plays a 
relatively significant role in the repurchase agreement market. As of 
September 27, 2006, LBI had outstanding repurchase agreements of 
approximately $379 billion, which represented approximately 11% of the 
overall market. LBI also is one of the leading dealers in asset-backed 
floating rate notes. According to information published by Thompson 
Financial, as of December 31, 2006, LBI ranked eighth among the leading 
dealers for the year in the asset-backed floating rate notes market.
    10. Applicants state that because of substantial consolidation in 
the money market industry, there are fewer major dealers who are active 
in the market than was the case only a few years ago. In light of this 
consolidation, applicants believe that it has become very important for 
investors to have access to as many dealers who are actively engaged in 
the money market as possible. Applicants state that there are far fewer 
sources of information available to investors. Applicants also contend 
that the decline in the number of active money market dealers has 
affected the competition in the pricing of investment opportunities.
    11. Subject to the general supervision of the respective boards of 
directors or trustees for each Money Market Portfolio (each a 
``Board''), the Advisers are responsible for making investment 
decisions and for the placement of portfolio transactions. The Money 
Market Portfolios have no obligation to deal with any dealer or group 
of dealers in the execution of their portfolio transactions. When 
placing orders, an Adviser has an obligation to obtain the best net 
price and the most favorable execution of its orders. In doing so, it 
takes into account such factors as price, the size, type and difficulty 
of the transaction involved and the dealer's general execution and 
operational facilities.

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Applicants' Legal Analysis

    1. Applicants request an order pursuant to sections 6(c) and 17(b) 
of the Act exempting certain transactions from the provisions of 
section 17(a) of the Act to permit the Dealer, acting as principal, to 
sell to or purchase from the Money Market Portfolios certain Money 
Market Instruments, subject to the conditions set forth below.
    2. Section 17(a) of the Act generally prohibits an affiliated 
person or principal underwriter of a registered investment company, or 
any affiliated person of that person, acting as principal, from selling 
to or purchasing from the registered company, or any company controlled 
by the registered company, any security or other property. Because each 
Adviser is an affiliated person of the Money Market Portfolios it 
advises and the Dealer and each of the Advisers are under common 
control, the Money Market Portfolios are currently prohibited from 
conducting portfolio transactions with the Dealer in transactions in 
which the Dealer acts as principal.
    3. Section 17(b) of the Act provides that the Commission, upon 
application, may exempt a transaction from the provisions of section 
17(a) if evidence establishes that the terms of the proposed 
transaction, including the consideration to be paid, are reasonable and 
fair, and do not involve overreaching on the part of any person 
concerned, and that the proposed transaction is consistent with the 
policy of the registered investment company concerned and with the 
general purposes of the Act. Section 6(c) of the Act provides that the 
Commission may conditionally or unconditionally exempt any person, 
security, or transaction, or any class or classes of persons, 
securities, or transactions, from any provision or provisions of the 
Act or of any rule or regulation 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.
    4. Applicants contend that the rationale for the proposed order is 
based upon the decreased liquidity in the money market, the important 
role played in the money market by the Dealer and the special 
requirements of the Money Market Portfolios with respect to their 
portfolio transactions. In particular applicants note the following:
    (a) The Money Market Portfolios have a strong need for a constant 
flow of large quantities of high quality Money Market Instruments. The 
applicants believe that access to such significant dealers as the 
Dealer in these markets increases the Money Market Portfolios' 
abilities to manage their portfolios effectively.
    (b) The fact that the Money Market Portfolios regularly invest in 
securities with short maturities and repurchase agreements, combined 
with the active portfolio management techniques employed by the 
Advisers, often results in high portfolio activity and the need to make 
numerous purchases and sales of securities and instruments. Such high 
portfolio activity makes the need to obtain suitable portfolio 
securities and best price and execution especially compelling.
    (c) The Dealer is such an important participant in the money 
market, including the market for repurchase agreements, that being 
unable to deal directly with it may, upon occasion, deprive the Money 
Market Portfolios of obtaining best price and execution.
    (d) The money market, including the market for repurchase 
agreements, is highly competitive, and removing a competitive factor as 
important as the Dealer from the universe of dealers with which the 
Money Market Portfolios may conduct principal transactions may 
indirectly deprive the Money Market Portfolios of obtaining best price 
and execution even when the Money Market Portfolios trade with other 
dealers.
    5. Applicants believe that the requested order will provide the 
Money Market Portfolios with broader and more complete access to the 
money market, which is necessary to carry out the policies and 
objectives of each of the Money Market Portfolios in obtaining the best 
price, execution and quality in all portfolio transactions, and will 
provide the Money Market Portfolios with important new information 
sources in the money market, to the direct benefit of the shareholders 
in the Money Market Portfolios. Applicants believe that the 
transactions contemplated by the application are identical to those in 
which they currently are engaged except for the proposed participation 
of the Dealer, and that such transactions are consistent with the 
policies of the Money Market Portfolios as recited in their 
registration statements and reports filed under the Act.
    6. Applicants believe that the procedures set forth with respect to 
transactions with the Dealer will be structured in such a way as to 
insure that the transactions will be, in all instances, reasonable and 
fair, and will not involve overreaching on the part of any person 
concerned, and that the requested exemption is 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' Conditions

    The applicants agree that the order granting the requested relief 
will be subject to the following conditions:
    1. Transactions Subject to the Exemption--The exemption shall be 
applicable to principal transactions in the secondary market and 
primary or secondary fixed price dealer offerings not made pursuant to 
underwriting syndicates. The principal transactions which may be 
conducted pursuant to the exemption will be limited to transactions in 
Eligible Securities.\4\ As the Money Market Portfolios are subject to 
rule 2a-7, such Eligible Securities must meet the portfolio maturity 
and quality requirements of paragraphs (c)(2) and (c)(3) of rule 2a-7. 
Additionally,
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    \4\ Italicized terms are defined as set forth in paragraph (a) 
of rule 2a-7, unless otherwise indicated.
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    (a) No Money Market Portfolio shall make portfolio purchases 
pursuant to the exemption that would result directly or indirectly in 
the Money Market Portfolio investing pursuant to the exemption more 
than 2% of its Total Assets in securities which, when acquired by the 
Money Market Portfolio (either initially or upon any subsequent roll 
over) were Second Tier Securities; provided that any Money Market 
Portfolio may make portfolio sales of Second Tier Securities pursuant 
to the exemption without regard to this limitation.
    (b) The exemption shall not apply to an Unrated Security other than 
a Government Security.
    (c) The exemption shall not apply to any security, other than a 
repurchase agreement, issued by LBH or any affiliated person thereof, 
or to any security subject to a Demand Feature or Guarantee issued by 
LBH or any affiliated person thereof.
    2. Repurchase Agreement Requirements--The Money Market Portfolios 
may engage in repurchase agreements with LBI or LCP only if it has: (a) 
Net capital, as defined in rule 15c3-1 under the 1934 Act, of at least 
$100 million and (b) a record (including the record of predecessors) of 
at least five years continuous operations as a dealer during which time 
it engaged in repurchase agreements relating to the kind of security 
subject to the repurchase agreement. LBI or LCP, as applicable, shall 
furnish the Advisers with financial statements for its most recent 
fiscal year and the most recent semi-annual financial statements made

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available to its customers. The Advisers shall determine that LBI or 
LCP, as applicable, complies with the above requirements and with other 
repurchase agreement guidelines adopted by the Boards. Each repurchase 
agreement will be Collateralized Fully.
    3. Volume Limitations on Transactions--Transactions other than 
repurchase agreements conducted pursuant to the exemption shall be 
limited to no more than 25% of (a) The direct or indirect purchases or 
sales, as the case may be, by each Money Market Portfolio of Eligible 
Securities other than repurchase agreements; and (b) the purchases or 
sales, as the case may be, by the Dealer of Eligible Securities other 
than repurchase agreements. Transactions comprising repurchase 
agreements conducted pursuant to the exemption shall be limited to no 
more than 10% of (a) the repurchase agreements directly or indirectly 
entered into by the relevant Money Market Portfolio and (b) the 
repurchase agreements transacted by the Dealer. These calculations 
shall be measured on an annual basis (the fiscal year of each Money 
Market Portfolio and of the Dealer) and shall be computed with respect 
to the dollar volume thereof.
    4. Information Required to Document Compliance with Price Tests--
Before any transaction may be conducted pursuant to the exemption, the 
relevant Money Market Portfolio or the Advisers must obtain such 
information as they deem necessary to determine that the price test (as 
defined in condition (5) below) applicable to such transaction has been 
satisfied. In the case of purchase or sale transactions, the Money 
Market Portfolios or the Advisers must make and document a good faith 
determination with respect to compliance with the price test based upon 
current price information obtained through the contemporaneous 
solicitation of bona fide offers in connection with the type of 
security involved (the same instrument type, credit rating, maturity 
and segment, if any, but not necessarily the identical security or 
issuer). With respect to prospective purchases of securities, these 
dealers must be those who have in their inventories or otherwise have 
access to Money Market Instruments of the categories and the types 
desired and who are in a position to quote favorable prices with 
respect thereto. With respect to the prospective disposition of 
securities, these dealers must be those who, in the experience of the 
Money Market Portfolios and the Advisers, are in a position to quote 
favorable prices. Before any repurchase agreements are entered into 
pursuant to the exemption, the Money Market Portfolios or the Advisers 
must obtain and document competitive quotations from at least two other 
dealers with respect to repurchase agreements comparable to the type of 
repurchase agreement involved, except that if quotations are 
unavailable from two such dealers only one other competitive quotation 
is required.
    5. Price Tests--In the case of purchase and sale transactions, a 
determination will be required in each instance, based upon the 
information available to the Money Market Portfolios and the Advisers, 
that the price available from the Dealer is at least as favorable as 
that available from other sources. In the case of ``swaps'' involving 
trades of one security for another, the price test will be based upon 
the transaction viewed as a whole, and not upon the two components 
thereof individually. With respect to transactions involving repurchase 
agreements, a determination will be required in each instance, based on 
the information available to the Money Market Portfolios and the 
Advisers, that the income to be earned from the repurchase agreement is 
at least equal to that available from other sources.
    6. Permissible Spread--The Dealer's spreads in regard to any 
transaction between the Dealer and a Money Market Portfolio will be no 
greater than its customary dealer spreads which will in turn be 
consistent with the average or standard spread charged by dealers in 
money market securities for the type of security and the size of 
transaction involved.
    7. Parties Must Be Factually Independent--The Advisers, on the one 
hand, and the Dealer, on the other, will operate on different sides of 
appropriate walls of separation with respect to the Money Market 
Portfolios and Eligible Securities. The walls of separation will 
include all of the following characteristics, and such others as may 
from time to time be considered reasonable by the Dealer and the 
Advisers to facilitate the factual independence of the Advisers from 
the Dealer.
    (a) Each of the Advisers will maintain offices physically separate 
from those of the Dealer.
    (b) The compensation of persons assigned to any of the Advisers 
(i.e., executive, administrative or investment personnel) will not 
depend on the volume or nature of trades effected by the Advisers for 
the Money Market Portfolios with the Dealer under this exemption, 
except to the extent that such trades may affect the profits and losses 
of LBH and its subsidiaries as a whole.
    (c) The Dealer will not share any of its respective profits or 
losses on such transactions with any of the Advisers, except to the 
extent that such profits and losses affect the general firmwide 
compensation of LBH and its subsidiaries as a whole.
    (d) Personnel assigned to the Advisers' investment advisory 
operations on behalf of the Money Market Portfolios will be exclusively 
devoted to the business and affairs of one or more of the Advisers.
    (e) Personnel assigned to the Dealer will not participate in the 
decision-making process for the Advisers or otherwise seek to influence 
the Advisers other than in the normal course of sales and dealer 
activities of the same nature as are simultaneously being carried out 
with respect to nonaffiliated institutional clients. Each Adviser, on 
the one hand, and the Dealer, on the other, may nonetheless maintain 
affiliations other than with respect to the Money Market Portfolios, 
and in addition with respect to the Money Market Portfolios as follows:
    (i) Adviser personnel may rely on research, including credit 
analysis and reports prepared internally by various subsidiaries and 
divisions of the Dealer.
    (ii) Certain senior executives of LBH with responsibility for 
overseeing operations of various divisions, subsidiaries and affiliates 
of LBH are not precluded from exercising those functions over the 
Advisers because they oversee the Dealer as well, provided that such 
persons shall not have any involvement with respect to proposed 
transactions pursuant to the exemption and will not in any way attempt 
to influence or control the placing by the Money Market Portfolios or 
the Advisers of orders in respect of Eligible Securities with the 
Dealer.
    8. Record-Keeping Requirements--The Money Market Portfolios and the 
Advisers will maintain such records with respect to those transactions 
conducted pursuant to the exemption as may be necessary to confirm 
compliance with the conditions to the requested relief. In this regard:
    (a) Each Money Market Portfolio shall maintain an itemized daily 
record of all purchases and sales of securities pursuant to the 
exemption showing for each transaction: The name and quantity of 
securities; the unit purchase or sale price; the time and date of the 
transaction; and whether the security was a First Tier Security or a 
Second Tier Security. The records also shall, for each transaction, 
document two quotations received from other dealers for comparable 
securities, including: The names of the dealers; the names of

[[Page 44194]]

the securities; the prices quoted; the times and dates the quotations 
were received; and whether such securities were First Tier Securities 
or Second Tier Securities.
    (b) Each Money Market Portfolio shall maintain a ledger or other 
record showing, on a daily basis, the percentage of the Money Market 
Portfolio's Total Assets represented by Second Tier Securities acquired 
from the Dealer.
    (c) Each Money Market Portfolio will maintain records sufficient to 
verify compliance with the volume limitations contained in condition 3, 
above. The Dealer will provide the Money Market Portfolios with all 
records and information necessary to implement this requirement.
    (d) Each Money Market Portfolio will maintain records sufficient to 
verify compliance with the repurchase agreement requirements contained 
in condition 2, above.
    The records required by this condition 8 will be maintained and 
preserved in the same manner as records required under rule 31a-
1(b)(1).
    9. Guidelines--Each of the compliance departments of the Advisers 
and of the Dealers (the ``Compliance Departments'') will prepare and, 
as necessary, update guidelines for personnel of the Advisers and the 
Dealer, as the case may be, to make certain that transactions conducted 
pursuant to the exemption comply with the conditions of the exemption, 
and that the parties generally maintain arm's-length relationships. In 
training personnel of the Dealer, particular emphasis will be given to 
the fact that the Money Market Portfolios are to receive rates as 
favorable as other institutional purchasers buying the same quantities. 
The Compliance Departments will periodically monitor the activities of 
the Advisers and Dealer to make certain that the conditions set forth 
in the exemption are adhered to.
    10. Audit Committee Review--The audit committees of the respective 
Boards of each of the Money Market Portfolios (each an ``Audit 
Committee''), comprised of trustees or directors who are not 
``interested persons'' as defined in section 2(a)(19) of the Act 
(``Independent Trustees''), will prepare, periodically review and 
update the guidelines for the Advisers and the Dealer to ensure that 
transactions conducted pursuant to the exemption comply with the 
conditions set forth therein and that the above procedures are followed 
in all respects. The respective Audit Committees will periodically 
monitor the activities of the Money Market Portfolios, the Advisers, 
and the Dealer in this regard to ensure that these matters are being 
accomplished.
    11. Scope of Exemption--Applicants expressly acknowledge that any 
order issued on the application would grant relief from section 17(a) 
of the Act only, and would not grant relief from any other section of, 
or rule under, the Act including, without limitation, rule 2a-7. Any 
order issued on the application will not extend to any investment 
company advised or sub-advised by LBI.
    12. Board Review--The respective Boards, including a majority of 
the Independent Trustees, have approved the Money Market Portfolio's 
participation in transactions conducted pursuant to the exemption and 
have determined that such participation by the Money Market Portfolios 
is in the best interests of the Money Market Portfolios and their 
investors. The minutes of the meetings of the Boards at which this 
approval was given reflect in detail the reasons for the Boards' 
determinations. The Boards will review no less frequently than annually 
the Money Market Portfolios' participation in transactions conducted 
pursuant to the exemption during the prior year and determine whether 
the Money Market Portfolios' participation in such transactions 
continues to be in the best interests of the Money Market Portfolios 
and their investors. Such review will include (but not be limited to) 
(a) A comparison of the volume of transactions in each type of security 
conducted pursuant to the exemption to the market presence of the 
Dealer in the market for that type of security, and (b) a determination 
that the Money Market Portfolios are maintaining appropriate trading 
relationships with other sources for each type of security to ensure 
that there are appropriate sources for the quotations required by 
condition 4 above. The minutes of the meetings of the Boards at which 
such determinations are made will reflect in detail the reasons for the 
Boards' determinations.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E7-15309 Filed 8-6-07; 8:45 am]
BILLING CODE 8010-01-P