Fidelity Aberdeen Street Trust, et al.; Notice of Application, 52894-52895 [E8-21144]
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Federal Register / Vol. 73, No. 177 / Thursday, September 11, 2008 / Notices
written materials, including an offer to
meet in person to discuss the materials,
to the boards of directors of the Funds
(the ‘‘Boards’’), including the directors
who are not ‘‘interested persons,’’ as
defined in section 2(a)(19) of the Act, of
such Funds, and their independent legal
counsel as defined in rule 0–1(a)(6)
under the Act, if any, regarding the
Injunction, any impact on the Funds,
and the application. Applicants state
that they will provide the Boards with
all information concerning the
Injunction and the application that is
necessary for the Funds to fulfill their
disclosure and other obligations under
the federal securities laws.
6. Applicants also state that, if they
were barred from providing services to
the Funds, the effect on their businesses
and employees would be severe.
Applicants state that they have
committed substantial resources to
establish an expertise in advising,
subadvising, and distributing the Funds,
and acting as a depositor to registered
separate accounts. Applicants further
state that prohibiting them from
providing advisory and distribution
services or acting as a depositor to the
registered separate accounts would not
only adversely affect their businesses,
but would also adversely affect over
2000 employees that are involved in
those activities. Applicants state that
they have not previously applied for an
exemptive order under section 9(c) of
the Act. Applicants state that an affiliate
of Prudential previously obtained an
order under section 9(c) of the Act.3
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Any temporary exemption granted
pursuant to the application shall be
without prejudice to, and shall not limit
the Commission’s rights in any manner
with respect to, any Commission
investigation of, or administrative
proceedings involving or against,
Covered Persons, including without
limitation, the consideration by the
Commission of a permanent exemption
from section 9(a) of the Act requested
pursuant to the application, or the
revocation or removal of any temporary
exemptions granted under the Act in
connection with the application.
rmajette on PRODPC74 with NOTICES
Temporary Order
The Commission has considered the
matter and finds that the Applicants
3 In the Matter of Prudential Securities
Incorporated, Investment Company Act Rel. Nos.
18031 (Mar. 6, 1991) (notice) and 18096 (Apr. 15,
2005) (order).
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14:21 Sep 10, 2008
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have made the necessary showing to
justify granting a temporary exemption.
Accordingly,
It is hereby ordered, pursuant to
section 9(c) of the Act, that Applicants
and any other Covered Persons are
granted a temporary exemption from the
provisions of section 9(a), solely with
respect to the Injunction, subject to the
condition in the application, from
September 5, 2008, until the
Commission takes final action on their
application for a permanent order.
By the Commission.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8–21143 Filed 9–10–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
28376; 812–13505]
Fidelity Aberdeen Street Trust, et al.;
Notice of Application
September 5, 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 registered
open-end management investment
companies relying on rule 12d1–2 under
the Act to invest in certain financial
instruments.
APPLICANTS: Fidelity Management &
Research Company (‘‘FMR’’), Strategic
Advisers, Inc. (‘‘SAI’’), FMR Co., Inc.
(‘‘FMRC’’) (each, an ‘‘Adviser’’); Fidelity
Distributors Corporation (‘‘FDC’’) and
National Financial Services LLC
(‘‘NFS’’) (each, a ‘‘Distributor’’); and
Fidelity Aberdeen Street Trust, Fidelity
Fixed-Income Trust, Fidelity Income
Fund, and Variable Insurance Products
Fund V (each, a ‘‘Trust’’).
FILING DATES: The application was filed
on February 29, 2008, and amended on
June 18, 2008, and September 2, 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 September 29, 2008 and
should be accompanied by proof of
SUMMARY OF APPLICATION:
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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, 82 Devonshire Street,
Boston, MA 02109.
FOR FURTHER INFORMATION CONTACT:
Keith A. Gregory, Senior Counsel, at
(202) 551–6815, or Michael W. Mundt,
Assistant Director, 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 Room,
100 F Street, NE., Washington, DC
20549–1520 (telephone (202) 551–5850).
SUPPLEMENTARY INFORMATION:
Applicants’ Representations
1. Each Trust is organized as either a
Delaware statutory trust or a
Massachusetts business trust and is
registered under the Act as an open-end
management investment company.
Applicants request an exemption to the
extent necessary to permit any existing
or future registered open-end
management investment company or
series thereof advised by an Adviser or
an entity controlling, controlled by, or
under common control with an Adviser
and that invests in other investment
companies in reliance on section
12(d)(1)(G) of the Act, and that is also
eligible to invest in securities (as
defined in section 2(a)(36) of the Act) in
reliance on rule 12d1–2 under the Act
(together with the Trusts and their
series, the ‘‘Funds’’), to also invest, to
the extent consistent with its investment
objective, policies, strategies and
limitations, in financial instruments that
may not be securities within the
meaning of section 2(a)(36) of the Act
(‘‘Other Investments’’).1
2. SAI or FMRC currently serves as
the investment adviser to each of the
Funds. Each Adviser is an investment
adviser registered under the Investment
Advisers Act of 1940 and a direct or
indirect subsidiary of FMR LLC, a
1 Each existing registered open-end management
investment company that currently intends to rely
on the order is named as an applicant. Any other
existing or future registered open-end management
investment company that subsequently relies on the
order will do so only in accordance with the terms
and conditions of the application.
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Federal Register / Vol. 73, No. 177 / Thursday, September 11, 2008 / Notices
Delaware limited liability company
(‘‘FMR LLC’’). Each Distributor is a
broker-dealer registered under the
Securities Exchange Act of 1934
(‘‘Exchange Act’’) and a direct or
indirect subsidiary of FMR LLC. FDC is
currently the distributor of the Funds.
3. Consistent with its fiduciary
obligations under the Act, each Fund’s
board of trustees will review the
advisory fees charged by the Fund’s
investment adviser to ensure that they
are based on services provided that are
in addition to, rather than duplicative
of, services provided pursuant to the
advisory agreement of any investment
company in which the Fund may invest.
rmajette on PRODPC74 with NOTICES
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.
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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: (i)
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; (ii)
securities (other than securities issued
by an investment company); and (iii)
securities issued by a money market
fund, when the investment is made in
reliance on rule 12d1–1 under the Act.
For the purposes of rule 12d1–2,
‘‘securities’’ means any security as that
term is 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’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
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.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8–21144 Filed 9–10–08; 8:45 am]
BILLING CODE 8010–01–P
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52895
UNITED STATES SENTENCING
COMMISSION
Sentencing Guidelines for United
States Courts
United States Sentencing
Commission.
AGENCY:
Notice of final action regarding
technical and conforming amendments
to federal sentencing guidelines
effective November 1, 2008.
ACTION:
SUMMARY: On May 1, 2008, the
Commission submitted to Congress
amendments to the federal sentencing
guidelines and published these
amendments in the Federal Register on
May 9, 2008. See 73 FR 26924. The
Commission has made technical and
conforming amendments, set forth in
this notice, to commentary provisions
related to those amendments.
The Commission has specified
an effective date of November 1, 2008,
for the amendments set forth in this
notice.
DATES:
FOR FURTHER INFORMATION CONTACT:
Michael Courlander, Public Affairs
Officer, Telephone: (202) 502–4590.
The
United States Sentencing Commission,
an independent commission in the
judicial branch of the United States
government, is authorized by 28 U.S.C.
994(a) to promulgate sentencing
guidelines and policy statements for
federal courts. Section 994 also directs
the Commission to review and revise
periodically promulgated guidelines
and authorizes it to submit guideline
amendments to Congress not later than
the first day of May each year. See 28
U.S.C. 994(o), (p). Absent an affirmative
disapproval by Congress within 180
days after the Commission submits its
amendments, the amendments become
effective on the date specified by the
Commission (typically November 1 of
the same calendar year). See 28 U.S.C.
994(p).
Unlike amendments made to
sentencing guidelines, amendments to
commentary may be made at any time
and are not subject to congressional
review. To the extent practicable, the
Commission endeavors to include
amendments to commentary in any
submission of guideline amendments to
Congress. Occasionally, however, the
Commission determines that technical
and conforming changes to commentary
are necessary. This notice sets forth
technical and conforming amendments
to commentary that will become
effective on November 1, 2008.
SUPPLEMENTARY INFORMATION:
E:\FR\FM\11SEN1.SGM
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]]>Agencies
[Federal Register Volume 73, Number 177 (Thursday, September 11, 2008)]
[Notices]
[Pages 52894-52895]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-21144]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 28376; 812-13505]
Fidelity Aberdeen Street Trust, et al.; Notice of Application
September 5, 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
registered open-end management investment companies relying on rule
12d1-2 under the Act to invest in certain financial instruments.
Applicants: Fidelity Management & Research Company (``FMR''),
Strategic Advisers, Inc. (``SAI''), FMR Co., Inc. (``FMRC'') (each, an
``Adviser''); Fidelity Distributors Corporation (``FDC'') and National
Financial Services LLC (``NFS'') (each, a ``Distributor''); and
Fidelity Aberdeen Street Trust, Fidelity Fixed-Income Trust, Fidelity
Income Fund, and Variable Insurance Products Fund V (each, a
``Trust'').
Filing Dates: The application was filed on February 29, 2008, and
amended on June 18, 2008, and September 2, 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 September 29, 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, 82 Devonshire Street, Boston, MA 02109.
FOR FURTHER INFORMATION CONTACT: Keith A. Gregory, Senior Counsel, at
(202) 551-6815, or Michael W. Mundt, 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 Room, 100 F Street, NE., Washington, DC
20549-1520 (telephone (202) 551-5850).
Applicants' Representations
1. Each Trust is organized as either a Delaware statutory trust or
a Massachusetts business trust and is registered under the Act as an
open-end management investment company. Applicants request an exemption
to the extent necessary to permit any existing or future registered
open-end management investment company or series thereof advised by an
Adviser or an entity controlling, controlled by, or under common
control with an Adviser and that invests in other investment companies
in reliance on section 12(d)(1)(G) of the Act, and that is also
eligible to invest in securities (as defined in section 2(a)(36) of the
Act) in reliance on rule 12d1-2 under the Act (together with the Trusts
and their series, the ``Funds''), to also invest, to the extent
consistent with its investment objective, policies, strategies and
limitations, in financial instruments that may not be securities within
the meaning of section 2(a)(36) of the Act (``Other Investments'').\1\
---------------------------------------------------------------------------
\1\ Each existing registered open-end management investment
company that currently intends to rely on the order is named as an
applicant. Any other existing or future registered open-end
management investment company that subsequently relies on the order
will do so only in accordance with the terms and conditions of the
application.
---------------------------------------------------------------------------
2. SAI or FMRC currently serves as the investment adviser to each
of the Funds. Each Adviser is an investment adviser registered under
the Investment Advisers Act of 1940 and a direct or indirect subsidiary
of FMR LLC, a
[[Page 52895]]
Delaware limited liability company (``FMR LLC''). Each Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934
(``Exchange Act'') and a direct or indirect subsidiary of FMR LLC. FDC
is currently the distributor of the Funds.
3. Consistent with its fiduciary obligations under the Act, each
Fund's board of trustees will review the advisory fees charged by the
Fund's investment adviser to ensure that they are based on services
provided that are in addition to, rather than duplicative of, services
provided pursuant to the advisory agreement of any investment company
in which the Fund may invest.
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 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: (i)
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; (ii) securities (other
than securities issued by an investment company); and (iii) securities
issued by a money market fund, when the investment is made in reliance
on rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as that term is 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' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
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.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-21144 Filed 9-10-08; 8:45 am]
BILLING CODE 8010-01-P
