Delaware Management Business Trust, et al.; Notice of Application, 57161-57163 [E8-23042]

Download as PDF Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices Act, and that is eligible to invest in securities (as defined in section 2(a)(36) of the Act) in reliance on rule 12d1–2 under the Act, 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. Consistent with its fiduciary obligations under the Act, each Applicant Fund’s board of trustees or directors will review the advisory fees charged by the Applicant 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 Applicant Fund may invest. jlentini on PROD1PC65 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 1 Every existing entity that currently intends to rely on the requested order is named as an applicant. Any existing or future entity that relies on the order in the future will do so only in accordance with the terms and condition in the application. VerDate Aug<31>2005 18:22 Sep 30, 2008 Jkt 214001 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 Applicant 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 Applicant Funds to invest in Other Investments. Applicants assert that permitting the Applicant 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 the 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 Applicant Fund from investing in Other Investments as described in the application. PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 57161 For the Commission, by the Division of Investment Management, under delegated authority. Florence E. Harmon, Acting Secretary. [FR Doc. E8–23044 Filed 9–30–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28405; 812–13521] Delaware Management Business Trust, et al.; Notice of Application September 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: Delaware Group Adviser Funds, Delaware Group Cash Reserve, Delaware Group Equity Funds I, Delaware Group Equity Funds II, Delaware Group Equity Funds III, Delaware Group Equity Funds IV, Delaware Group Equity Funds V, Delaware Group Foundation Funds, Delaware Group Global & International Funds, Delaware Group Government Fund, Delaware Group Income Funds, Delaware Group Limited-Term Government Funds, Delaware Group State Tax-Free Income Trust, Delaware Group Tax-Free Fund, Delaware Group Tax-Free Money Fund, Delaware Pooled Trust, Delaware VIP Trust, Voyageur Insured Funds, Voyageur Intermediate Tax-Free Funds, Delaware Investments Municipal Trust (formerly Voyageur Investment Trust), Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur Mutual Funds III and Voyageur Tax-Free Funds (collectively, the ‘‘Trusts’’), Delaware Management Business Trust (‘‘DMBT’’), on behalf of its series, Delaware Management Company (the ‘‘Adviser’’) and Delaware Distributors, L.P. (the ‘‘Underwriter’’). FILING DATE: The application was filed on April 15, 2008, and amended on September 19, 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 SUMMARY OF APPLICATION: E:\FR\FM\01OCN1.SGM 01OCN1 57162 Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 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 October 20, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090; Applicants, c/o Bruce G. Leto, Esq. and/or Alison M. Fuller, Esq., Stradley, Ronon, Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, PA 19103. FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202) 551–6919, or Janet M. Grossnickle, 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). jlentini on PROD1PC65 with NOTICES SUPPLEMENTARY INFORMATION: Applicants’ Representations 1. Each Trust is organized as a Delaware statutory trust and is registered as an open-end management investment company under the Act. Applicants request the exemption to the extent necessary to permit any 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 Trusts and which invests in other registered open-end management investment companies in reliance on section 12(d)(1)(G) of the Act, and which 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 ‘‘Applicant 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 Every existing entity that currently intends to rely on the requested order is named as an VerDate Aug<31>2005 18:22 Sep 30, 2008 Jkt 214001 2. The Adviser is a series of DMBT, which is registered as an investment adviser under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). The Adviser serves as the investment adviser to each series of the Trust. DMBT is a Delaware statutory trust and an indirect, wholly owned subsidiary of Delaware Management Holdings, Inc., which is an indirect subsidiary of the Lincoln National Corporation. The Underwriter serves as principal underwriter for all the mutual funds in the Delaware Investments Family of Funds, and is a registered broker-dealer under the Securities Exchange Act of 1934. The Underwriter is organized as a limited partnership under Delaware law, and Delaware Distributors, Inc., a Delaware corporation, is its general partner. Delaware Distributors, Inc. is a wholly owned indirect subsidiary of Delaware Management Holdings, Inc., and all of the limited partnership interests of the Underwriter are owned indirectly by Delaware Management Holdings, Inc. 3. Consistent with its fiduciary obligations under the Act, each Applicant Fund’s board of trustees or directors will review the advisory fees charged by the Applicant 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 Applicant 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. applicant. Any existing or future entity that relies on the order in the future will do so only in accordance with the terms and conditions in the application. PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 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: (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 Applicant 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 Applicant Funds to invest in Other Investments. Applicants assert that permitting the Applicant Funds to E:\FR\FM\01OCN1.SGM 01OCN1 Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 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. Florence E. Harmon, Acting Secretary. [FR Doc. E8–23042 Filed 9–30–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28406; 812–13506] Van Kampen Retirement Strategy Trust, et al.; Notice of Application September 25, 2008. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of application for an order under section 12(d)(1)(J) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 12(d)(1)(A) and (B) of the Act, and under sections 6(c) and 17(b) of the Act for an exemption from section 17(a) of the Act. jlentini on PROD1PC65 with NOTICES AGENCY: SUMMARY OF THE APPLICATION: Applicants request an order that would permit certain registered open-end management investment companies to acquire shares of other registered openend management investment companies and unit investment trusts that are within and outside the same group of investment companies. APPLICANTS: Van Kampen Retirement Strategy Trust (‘‘VK Trust’’), Van Kampen Asset Management (‘‘VKAM’’ or ‘‘Adviser’’) and Morgan Stanley Investment Management Limited (‘‘MSIM Ltd.’’). FILING DATES: The application was filed on March 7, 2008 and amended on September 19, 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 VerDate Aug<31>2005 18:22 Sep 30, 2008 Jkt 214001 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 October 16, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090; Applicants: VK Trust and VKAM, 522 Fifth Avenue, New York, New York 10036; MSIM Ltd., 25 Bank Street, Canary Wharf, London, United Kingdom E14 4AD. FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Sr., Senior Counsel, at (202) 551–6868, 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 at the Commission’s Public Reference Desk, 100 F Street, NE., Washington, DC 20549–0102 (telephone (202) 551–5850). Applicants’ Representations 1. The VK Trust, organized as a Delaware statutory trust, is registered under the Act as an open-end management investment company. The VK Trust currently offers ten series, each with its own investment objective and policies (the ‘‘VK Funds’’).1 The Adviser, a wholly-owned subsidiary of Van Kampen Investments Inc., which is an indirect wholly-owned subsidiary of Morgan Stanley, is registered as an investment adviser under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). The Adviser serves as the investment adviser to each VK Fund. MSIM Ltd., a wholly-owned subsidiary of Morgan Stanley, is an investment adviser registered under the 1 Applicants request that the order extend to any other existing or future registered open-end management investment companies and their series that are part of the same group of investment companies, as defined in section 12(d)(1)(G) of the Act, as VK Trust and are, or may in the future be, advised by the Adviser or any existing or future entity controlling, controlled by, or under common control with the Adviser. All entities that currently intend to rely on the requested order are named as applicants and any other entity that relies on the order in the future will comply with the terms and conditions of the application. PO 00000 Frm 00117 Fmt 4703 Sfmt 4703 57163 Advisers Act and serves as subadviser for certain VK Funds. 2. Applicants request relief to permit certain VK Funds (each such VK Fund, a ‘‘Fund of Funds’’) to invest in: (a) other VK Funds (‘‘Affiliated Underlying Funds’’), and (b) registered open-end management investment companies and registered unit investment trusts (‘‘UITs’’) that are not part of the same ‘‘group of investment companies’’ (as defined in section 12(d)(1)(G)(ii) of the Act) as the VK Funds (‘‘Unaffiliated Underlying Funds,’’ and together with the Affiliated Underlying Funds, the ‘‘Underlying Funds’’). The Unaffiliated Underlying Funds may include UITs (‘‘Unaffiliated Trusts’’) and open-end management investment companies (‘‘Unaffiliated Funds’’) registered under the Act. The relief also would permit the Underlying Funds, their principal underwriter and any broker or dealer to sell the shares of the Underlying Funds to the Fund of Funds. Certain of the Unaffiliated Underlying Funds may have received exemptive relief to sell their shares on a national securities exchange at negotiated prices (‘‘ETFs’’). Each Fund of Funds may also invest in other securities and financial instruments that are not issued by registered investment companies and which are consistent with its investment objective. Applicants state that each Fund of Funds seeks to provide, in a single investment vehicle, an asset allocation strategy designed for investors planning to retire on or about a specific year or to provide income for investors who have already retired. Applicants’ Legal Analysis A. Section 12(d)(1) 1. Section 12(d)(1)(A) of the Act prohibits a registered investment company from acquiring shares of an investment company if the securities represent more than 3% of the total outstanding voting stock of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment companies, more than 10% of the total assets of the acquiring company. Section 12(d)(1)(B) of the Act prohibits a registered open-end investment company, its principal underwriter and any broker or dealer from selling the shares of the investment company 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 if the sale will cause more than 10% of the acquired company’s voting stock to be owned by investment companies generally. E:\FR\FM\01OCN1.SGM 01OCN1

Agencies

[Federal Register Volume 73, Number 191 (Wednesday, October 1, 2008)]
[Notices]
[Pages 57161-57163]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-23042]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28405; 812-13521]


Delaware Management Business Trust, et al.; Notice of Application

September 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: Delaware Group Adviser Funds, Delaware Group Cash Reserve, 
Delaware Group Equity Funds I, Delaware Group Equity Funds II, Delaware 
Group Equity Funds III, Delaware Group Equity Funds IV, Delaware Group 
Equity Funds V, Delaware Group Foundation Funds, Delaware Group Global 
& International Funds, Delaware Group Government Fund, Delaware Group 
Income Funds, Delaware Group Limited-Term Government Funds, Delaware 
Group State Tax-Free Income Trust, Delaware Group Tax-Free Fund, 
Delaware Group Tax-Free Money Fund, Delaware Pooled Trust, Delaware VIP 
Trust, Voyageur Insured Funds, Voyageur Intermediate Tax-Free Funds, 
Delaware Investments Municipal Trust (formerly Voyageur Investment 
Trust), Voyageur Mutual Funds, Voyageur Mutual Funds II, Voyageur 
Mutual Funds III and Voyageur Tax-Free Funds (collectively, the 
``Trusts''), Delaware Management Business Trust (``DMBT''), on behalf 
of its series, Delaware Management Company (the ``Adviser'') and 
Delaware Distributors, L.P. (the ``Underwriter'').

Filing Date: The application was filed on April 15, 2008, and amended 
on September 19, 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

[[Page 57162]]

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 October 
20, 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, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090; Applicants, c/o Bruce G. Leto, 
Esq. and/or Alison M. Fuller, Esq., Stradley, Ronon, Stevens & Young, 
LLP, 2600 One Commerce Square, Philadelphia, PA 19103.

FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202) 
551-6919, or Janet M. Grossnickle, 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 a Delaware statutory trust and is 
registered as an open-end management investment company under the Act. 
Applicants request the exemption to the extent necessary to permit any 
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 Trusts and which 
invests in other registered open-end management investment companies in 
reliance on section 12(d)(1)(G) of the Act, and which 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 ``Applicant 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\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any existing or future 
entity that relies on the order in the future will do so only in 
accordance with the terms and conditions in the application.
---------------------------------------------------------------------------

    2. The Adviser is a series of DMBT, which is registered as an 
investment adviser under the Investment Advisers Act of 1940 (the 
``Advisers Act''). The Adviser serves as the investment adviser to each 
series of the Trust. DMBT is a Delaware statutory trust and an 
indirect, wholly owned subsidiary of Delaware Management Holdings, 
Inc., which is an indirect subsidiary of the Lincoln National 
Corporation. The Underwriter serves as principal underwriter for all 
the mutual funds in the Delaware Investments Family of Funds, and is a 
registered broker-dealer under the Securities Exchange Act of 1934. The 
Underwriter is organized as a limited partnership under Delaware law, 
and Delaware Distributors, Inc., a Delaware corporation, is its general 
partner. Delaware Distributors, Inc. is a wholly owned indirect 
subsidiary of Delaware Management Holdings, Inc., and all of the 
limited partnership interests of the Underwriter are owned indirectly 
by Delaware Management Holdings, Inc.
    3. Consistent with its fiduciary obligations under the Act, each 
Applicant Fund's board of trustees or directors will review the 
advisory fees charged by the Applicant 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 Applicant 
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: (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 
Applicant 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 Applicant Funds to 
invest in Other Investments. Applicants assert that permitting the 
Applicant Funds to

[[Page 57163]]

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.
Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-23042 Filed 9-30-08; 8:45 am]
BILLING CODE 8011-01-P
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