Thrivent Mutual Funds, et al.; Notice of Application, 23516-23517 [E8-9459]

Download as PDF 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]


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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.

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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