Thrivent Mutual Funds, et al.; Notice of Application, 23516-23517 [E8-9459]
Download as PDF
<![CDATA[
23516
Federal Register / Vol. 73, No. 84 / Wednesday, April 30, 2008 / Notices
8. What broader social, economic, and
technological trends may affect the
future needs and expectations of society
generally with respect to universal
service over the next 3 years, 5 years, 10
years, and 15 years?
VII. Ordering Paragraphs
It is ordered:
1. As set forth in the body of this
notice, Docket No. PI2008–3 is
established for the purpose of receiving
comments regarding universal postal
service and the postal monopoly.
2. Interested persons may submit
comments no later than June 30, 2008.
3. Reply comments also may be filed
no later than July 29, 2008.
4. Emmett Rand Costich is designated
as the Public Representative
representing the interests of the general
public in this proceeding.
5. The Secretary shall cause this
notice to be published in the Federal
Register.
By the Commission.
Garry J. Sikora,
Acting Secretary.
[FR Doc. E8–9464 Filed 4–29–08; 8:45 am]
BILLING CODE 7710–FW–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
28252; 812–13508]
Thrivent Mutual Funds, et al.; Notice of
Application
April 24, 2008.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (‘‘Act’’) for an exemption
from rule 12d1–2(a) under the Act.
AGENCY:
Applicants
request an order to permit funds of
funds relying on rule 12d1–2 under the
Act to invest in certain financial
instruments.
APPLICANTS: Thrivent Mutual Funds
(‘‘TMF’’), Thrivent Series Fund, Inc.
(‘‘TSF,’’ together with TMF, the
‘‘Funds’’), Thrivent Asset Management,
LLC (‘‘TAM’’), Thrivent Financial for
Lutherans (‘‘TFL’’) and Thrivent
Investment Management Inc. (‘‘TIMI’’).
FILING DATES: The application was filed
on February 20, 2008, and amended on
April 22, 2008.
HEARING OR NOTIFICATION OF HEARING: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
rwilkins on PROD1PC63 with NOTICES
SUMMARY OF APPLICATION:
VerDate Aug<31>2005
17:09 Apr 29, 2008
Jkt 214001
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 May 19, 2008 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, Commission, 100
F Street, NE., Washington, DC 20549–
1090; Applicants, c/o David S. Royal,
Thrivent Financial for Lutherans, 625
Fourth Avenue, South, Minneapolis,
MN 55415.
FOR FURTHER INFORMATION CONTACT:
Lewis Reich, Senior Counsel, at (202)
551–6919, or Nadya B. 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
Commission’s Public Reference Branch,
100 F Street, NE., Washington, DC
20549–1520 (telephone (202) 551–5850).
Applicants’ Representations
1. TMF is organized as a
Massachusetts business trust, and TSF
is organized as a Minnesota corporation;
both are registered as open-end
management investment companies
under the Act and each offers separate
investment portfolio series (‘‘Funds’’)
that may invest in other registered
investment companies (‘‘Underlying
Funds’’). Applicants request an
exemption to the extent necessary to
permit the Funds and any other existing
or future registered open-end
management investment companies and
their series advised by TAM or TFL or
any entity controlling, controlled by, or
under common control with, TAM or
TFL (included in the term ‘‘Funds’’) that
may invest in other Funds in reliance on
section 12(d)(1)G) of the Act or rule
12d1–2 under the Act to also invest in
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. A Fund
eligible to rely on section 12(d)(1)G) of
the Act or rule 12d1–2 is referred to as
a ‘‘Fund of Funds.’’
PO 00000
Frm 00113
Fmt 4703
Sfmt 4703
2. TAM serves as the investment
adviser to each portfolio of TMF, and
TFL serves as the investment adviser to
each portfolio of TSF. Both TAM and
TFL are registered as investment
advisers under the Investment Advisers
Act of 1940 (the ‘‘Advisers Act’’). TAM,
a limited liability company organized
under the laws of Delaware, is a wholly
owned indirect subsidiary of TFL. TIMI,
the distributor of TMF, is a wholly
owned indirect subsidiary of TFL
registered as a broker-dealer under the
Securities Exchange Act of 1934
(‘‘Exchange Act’’), and as an investment
adviser under the Advisers Act.
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
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
E:\FR\FM\30APN1.SGM
30APN1
Federal Register / Vol. 73, No. 84 / Wednesday, April 30, 2008 / Notices
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 of 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 of Funds to invest in
Other Investments. Applicants assert
that permitting the Funds of 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.
rwilkins on PROD1PC63 with NOTICES
Applicants’ Conditions
Applicants agree that the order
granting the requested relief will be
subject to the following conditions:
1. Prior to approving any investment
advisory agreement under section 15 of
the Act, the board of the appropriate
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, 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’s advisory
agreement. Such finding, and the basis
upon which the finding is made, will be
recorded fully in the minute books of
the appropriate Fund of Funds.
VerDate Aug<31>2005
17:09 Apr 29, 2008
Jkt 214001
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. E8–9459 Filed 4–29–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57706; File No. SR–ISE–
2007–77]
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Order Approving a Proposed
Rule Change, as Modified by
Amendment Nos. 1 and 2, Relating to
Complex Orders
April 24, 2008.
I. Introduction
On August 24, 2007, the International
Securities Exchange, LLC (‘‘ISE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’),1 and Rule 19b–4
thereunder,2 a proposal to amend ISE
Rule 722, ‘‘Complex Orders,’’ to provide
an opportunity for marketable complex
orders to receive price improvement and
to describe the execution of complex
orders on the ISE in greater detail. The
ISE filed Amendment Nos. 1 and 2 to
the proposal on November 27, 2007, and
March 11, 2008, respectively.3 The
proposed rule change, as modified by
Amendment Nos. 1 and 2, was
published for comment in the Federal
Register on March 21, 2008.4 The
Commission received no comments
regarding the proposed rule change, as
amended. This order approves the
proposed rule change, as amended.
II. Description of the Proposal
The ISE proposes to amend ISE Rule
722 to provide an opportunity for
marketable complex orders to receive
price improvement and to describe the
execution of complex orders on the ISE
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Amendment No. 2 replaces the original filing in
its entirety.
4 See Securities Exchange Act Release No. 57507
(March 14, 2007), 73 FR 15241.
2 17
PO 00000
Frm 00114
Fmt 4703
Sfmt 4703
23517
in greater detail.5 The ISE proposes to
amend ISE Rule 722 to specify that,
subject to 722(b)(2), a complex order
will be executed automatically against
orders on the complex order book in
price priority and in time priority at the
same price.6 A complex order that is not
executed against another complex order
will be executed automatically against
bids and offers for the individual legs of
the complex order, provided that the
complex order may be executed in full
or in a permissible ratio by such bids
and offers.7 The Exchange’s system,
however, will not execute two complex
orders against each other if the
execution price of the options leg(s)
would be below the best price available
on the ISE for the options series, nor
will it execute two complex orders at a
price that matches the best price
available on the ISE when there is a
Public Customer order on the book.8
The ISE also proposes to amend ISE
Rule 722 to allow members to choose to
provide complex orders with an
opportunity for price improvement by
marking such orders for price
improvement.9 Members will be able to
mark all complex orders for price
improvement, including stock-option
orders. A marketable complex order that
has been marked for price improvement
will be exposed on the ISE’s complex
order book for a period of up to one
second before being executed
automatically against other complex
orders, or against bids and offers for the
individual legs of the order.10 Members
may view the complex orders through
an API. During the exposure period,
market participants will have an
opportunity to enter contra-side
complex orders.11 While the ISE will
not conduct an auction for the incoming
marketable complex order (i.e., there
will be no messages sent to members
specifically soliciting interest to trade
with the complex order), the exposure
period will provide an opportunity for
5 The proposal also deletes ISE Rule 722(b)(5),
which contains outdated cross-references.
6 See ISE Rule 722(b)(3)(i).
7 See ISE Rule 722(b)(3)(ii).
8 See ISE Rule 722(b)(2).
9 See ISE Rule 722(b)(3)(iii).
10 See ISE Rule 722(b)(3)(iii). The Exchange will
determine the length of the exposure period, not to
exceed one second, from time to time. The ISE will
communicate the initial exposure period and any
subsequent changes to the exposure period to
members via an Exchange circular.
11 The complex order book is available to all ISE
market participants. However, the application of
ISE Rules 717(d) and (e), which require a threesecond exposure period before a member may
execute an agency order against a proprietary order
or a solicited order, will prohibit the member that
entered the complex order from entering contra-side
principal orders or solicited orders during the
exposure period.
E:\FR\FM\30APN1.SGM
30APN1
]]>Agencies
[Federal Register Volume 73, Number 84 (Wednesday, April 30, 2008)]
[Notices]
[Pages 23516-23517]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-9459]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 28252; 812-13508]
Thrivent Mutual Funds, et al.; Notice of Application
April 24, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a)
under the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order to permit funds of
funds relying on rule 12d1-2 under the Act to invest in certain
financial instruments.
Applicants: Thrivent Mutual Funds (``TMF''), Thrivent Series Fund, Inc.
(``TSF,'' together with TMF, the ``Funds''), Thrivent Asset Management,
LLC (``TAM''), Thrivent Financial for Lutherans (``TFL'') and Thrivent
Investment Management Inc. (``TIMI'').
Filing Dates: The application was filed on February 20, 2008, and
amended on April 22, 2008.
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 May 19, 2008 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, Commission, 100 F Street, NE., Washington, DC
20549-1090; Applicants, c/o David S. Royal, Thrivent Financial for
Lutherans, 625 Fourth Avenue, South, Minneapolis, MN 55415.
FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202)
551-6919, or Nadya B. 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
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC
20549-1520 (telephone (202) 551-5850).
Applicants' Representations
1. TMF is organized as a Massachusetts business trust, and TSF is
organized as a Minnesota corporation; both are registered as open-end
management investment companies under the Act and each offers separate
investment portfolio series (``Funds'') that may invest in other
registered investment companies (``Underlying Funds''). Applicants
request an exemption to the extent necessary to permit the Funds and
any other existing or future registered open-end management investment
companies and their series advised by TAM or TFL or any entity
controlling, controlled by, or under common control with, TAM or TFL
(included in the term ``Funds'') that may invest in other Funds in
reliance on section 12(d)(1)G) of the Act or rule 12d1-2 under the Act
to also invest in 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. A Fund eligible to rely on section
12(d)(1)G) of the Act or rule 12d1-2 is referred to as a ``Fund of
Funds.''
2. TAM serves as the investment adviser to each portfolio of TMF,
and TFL serves as the investment adviser to each portfolio of TSF. Both
TAM and TFL are registered as investment advisers under the Investment
Advisers Act of 1940 (the ``Advisers Act''). TAM, a limited liability
company organized under the laws of Delaware, is a wholly owned
indirect subsidiary of TFL. TIMI, the distributor of TMF, is a wholly
owned indirect subsidiary of TFL registered as a broker-dealer under
the Securities Exchange Act of 1934 (``Exchange Act''), and as an
investment adviser under the Advisers Act.
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
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
[[Page 23517]]
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 of 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 of Funds to
invest in Other Investments. Applicants assert that permitting the
Funds of 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:
1. Prior to approving any investment advisory agreement under
section 15 of the Act, the board of the appropriate 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, 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's advisory agreement. Such finding, and the basis
upon which the finding is made, will be recorded fully in the minute
books of the appropriate Fund of Funds.
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. E8-9459 Filed 4-29-08; 8:45 am]
BILLING CODE 8010-01-P
