Sunshine Act Meeting, 18586 [E8-7069]

Download as PDF 18586 Federal Register / Vol. 73, No. 66 / Friday, April 4, 2008 / Notices ebenthall on PRODPC61 with NOTICES management investment company. Each Manager is registered as an investment adviser under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’), is a direct or indirect wholly owned subsidiary of Franklin Resources, Inc., and serves as the investment manager for one or more Funds and directly manages their assets. FTDI, a wholly owned subsidiary of Franklin Resources, Inc, serves as principal underwriter of the Funds’ shares, and is registered as a broker-dealer under the Securities Exchange Act of 1934 (‘‘Exchange Act’’). Applicants request an exemption to the extent necessary to permit the Funds and their existing and future series and any other existing or future registered open-end management investment companies and their series that are in the same group of investment companies, as defined in section 12(d)(1)(G) of the Act, as the Funds (included in the term ‘‘Funds’’) that may invest in other Funds (‘‘Underlying Funds’’) in reliance on rule 12d1–2 under the Act to also invest in other financial instruments that may not be securities within the meaning of section 2(a)(36) of the Act (‘‘Other Investments’’) consistent with their investment objectives, policies, strategies and limitations. Applicants’ Legal Analysis 1. Section 12(d)(1)(A) of the Act provides that no registered investment company (‘‘acquiring company’’) may acquire securities of another investment company (‘‘acquired company’’) if such securities represent more than 3% of the acquired company’s outstanding voting stock or more than 5% of the acquiring company’s total assets, or if such securities, together with the securities of other investment companies, represent more than 10% of the acquiring company’s total assets. Section 12(d)(1)(B) of the Act provides that no registered open-end investment company may sell its securities to another investment company if the sale will cause the acquiring company to own more than 3% of the acquired company’s voting stock, or cause more than 10% of the acquired company’s voting stock to be owned by investment companies. 2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) will not apply to securities of an acquired company purchased by an acquiring company if: (i) The acquiring company and acquired company are part of the same group of investment companies; (ii) the acquiring company holds only securities of acquired companies that are part of the same group of investment companies, government securities, and VerDate Aug<31>2005 15:24 Apr 03, 2008 Jkt 214001 short-term paper; (iii) the aggregate sales loads and distribution-related fees of the acquiring company and the acquired company are not excessive under rules adopted pursuant to section 22(b) or section 22(c) of the Act by a securities association registered under section 15A of the Exchange Act or by the Commission; and (iv) the acquired company has a policy that prohibits it from acquiring securities of registered open-end management investment companies or registered unit investment trusts in reliance on section 12(d)(1)(F) or (G) of the Act. 3. Rule 12d1–2 under the Act permits a registered open-end investment company or a registered unit investment trust that relies on section 12(d)(1)(G) of the Act to acquire, in addition to securities issued by another registered investment company in the same group of investment companies, government securities, and short-term paper: (1) Securities issued by an investment company that is not in the same group of investment companies, when the acquisition is in reliance on section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other than securities issued by an investment company); and (3) securities issued by a money market fund, when the investment is in reliance on rule 12d1–1 under the Act. For the purposes of rule 12d1–2, ‘‘securities’’ means any security as defined in section 2(a)(36) of the Act. 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction from any provision of the Act, or from any rule under 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 policies and provisions of the Act. 5. Applicants state that the proposed arrangement would comply with the provisions of rule 12d1–2 under the Act, but for the fact that the Funds may invest a portion of their assets in Other Investments. Applicants request an order under section 6(c) of the Act for an exemption from rule 12d1–2(a) to allow the Funds to invest in Other Investments. Applicants assert that permitting the Funds to invest in Other Investments as described in the application would not raise any of the concerns that the requirements of section 12(d)(1) were designed to address. Applicants’ Conditions Applicants agree that the order granting the requested relief will be subject to the following conditions: PO 00000 Frm 00097 Fmt 4703 Sfmt 4703 1. Prior to approving any investment advisory agreement under section 15 of the Act, the board of trustees of the appropriate Fund, including a majority of the trustees who are not ‘‘interested persons’’ as defined in section 2(a)(19) of the Act, will find that the advisory fees, if any, charged under the agreement are based on services provided that are in addition to, rather than duplicative of, services provided pursuant to the advisory agreement of any Underlying Fund or any other registered investment company that is not in the same group of investment companies as the Fund, in which the Fund may invest. Such findings, and the basis upon which the findings are made, will be recorded fully in the minute books of the appropriate Fund. 2. Applicants will comply with all provisions of rule 12d1–2 under the Act, except for paragraph (a)(2), to the extent that it restricts any Fund from investing in Other Investments as described in the application. For the Commission, by the Division of Investment Management, under delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E8–6966 Filed 4–3–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meeting FEDERAL REGISTER CITATION OF PREVIOUS ANNOUNCEMENT: [73 FR 17386, April 1, 2008]. STATUS: PLACE: Closed Meeting. 100 F Street, NE., Washington, DC. DATE AND TIME OF PREVIOUSLY ANNOUNCED MEETING: Wednesday, April 2, 2008 at 10 a.m. Cancellation of Meeting. The Closed Meeting scheduled for Wednesday, April 2, 2008 has been cancelled. For further information please contact the Office of the Secretary at (202) 551– 5400. CHANGE IN THE MEETING: Dated: April 1, 2008. Nancy M. Morris, Secretary. [FR Doc. E8–7069 Filed 4–3–08; 8:45 am] BILLING CODE 8011–01–P E:\FR\FM\04APN1.SGM 04APN1

Agencies

[Federal Register Volume 73, Number 66 (Friday, April 4, 2008)]
[Notices]
[Page 18586]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-7069]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meeting

Federal Register citation of previous announcement: [73 FR 17386, April 
1, 2008].

Status: Closed Meeting.

Place: 100 F Street, NE., Washington, DC.

Date and Time of Previously Announced Meeting: Wednesday, April 2, 2008 
at 10 a.m.

Change In the Meeting: Cancellation of Meeting.
    The Closed Meeting scheduled for Wednesday, April 2, 2008 has been 
cancelled.
    For further information please contact the Office of the Secretary 
at (202) 551-5400.

    Dated: April 1, 2008.
Nancy M. Morris,
Secretary.
[FR Doc. E8-7069 Filed 4-3-08; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.