Russell Investment Company, et al.; Notice of Application, 20388-20389 [2011-8577]

Download as PDF 20388 Federal Register / Vol. 76, No. 70 / Tuesday, April 12, 2011 / Notices VA 22312 or send an e-mail to: PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: April 8, 2011. Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–8578 Filed 4–11–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION srobinson on DSKHWCL6B1PROD with NOTICES [Investment Company Act Release No. 29623; File No. 812–13870] FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at (202) 551–6876, or Dalia Osman Blass, Branch Chief, 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 via the Commission’s Web site by searching for the file number, or an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations Russell Investment Company, et al.; 1. The Trusts are organized as Notice of Application Massachusetts business trusts and are registered under the Act as open-end April 6, 2011. management investment companies. AGENCY: Securities and Exchange RIMCo, a Washington corporation, is an Commission (‘‘Commission’’). investment adviser registered under the ACTION: Notice of an application under Investment Advisers Act of 1940, as section 6(c) of the Investment Company amended (the ‘‘Advisers Act’’) and Act of 1940 (‘‘Act’’) for an exemption currently serves as investment adviser from rule 12d1–2(a) under the Act. to each existing Applicant Fund (as defined below). RFS is a Washington SUMMARY OF APPLICATION: Applicants corporation, registered as a brokerrequest an order to permit open-end dealer under the Securities Exchange management investment companies Act of 1934, as amended, and serves as relying on rule 12d1–2 under the Act to the distributor for the Applicant Funds invest in certain financial instruments. that are series of the Trusts. 2. Applicants request the exemption APPLICANTS: Russell Investment Company and Russell Investment Funds to the extent necessary to permit any existing or future series of the Trusts (each a ‘‘Trust and collectively the and any other existing or future ‘‘Trusts), Russell Investment registered open-end investment Management Company (‘‘RIMCo’’), and company or series thereof that (i) Is Russell Financial Services, Inc. (‘‘RFS’’) DATES: Filing Dates: The application was advised by RIMCo or any person controlling, controlled by or under filed on February 17, 2011. Applicants common control with RIMCo (any such have agreed to file an amendment adviser or RIMCo, an ‘‘Adviser’’) 1; (ii) during the notice period, the substance invests in other registered open-end of which is reflected in this notice. investment companies (‘‘Underlying HEARING OR NOTIFICATION OF HEARING: An Funds’’) in reliance on section order granting the application will be 12(d)(1)(G) of the Act; and (iii) is also issued unless the Commission orders a eligible to invest in securities (as hearing. Interested persons may request defined in section 2(a)(36) of the Act) in a hearing by writing to the reliance on rule 12d1–2 under the Act Commission’s Secretary and serving (each an ‘‘Applicant Fund’’), to also applicants with a copy of the request, invest, to the extent consistent with its personally or by mail. Hearing requests investment objectives, policies, should be received by the Commission strategies and limitations, in financial by 5:30 p.m. on May 2, 2011 and should instruments that may not be securities be accompanied by proof of service on within the meaning of section 2(a)(36) of applicants, in the form of an affidavit or, the Act (‘‘Other Investments’’).2 for lawyers, a certificate of service. Applicants also request that the order Hearing requests should state the nature exempt any entity controlling, of the writer’s interest, the reason for the controlled by or under common control request, and the issues contested. with RFS that now or in the future acts Persons who wish to be notified of a hearing may request notification by 1 Any other Adviser will also be registered under writing to the Commission’s Secretary. the Advisers Act. 2 Every existing entity that currently intends to ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE, rely on the requested order is named as an applicant. Any existing or future entity that relies Washington, DC 20549–1090; on the requested order will do so only in Applicants: 1301 Second Avenue, 18th accordance with the terms and condition in the application. Floor, Seattle, WA, 98101. VerDate Mar<15>2010 18:00 Apr 11, 2011 Jkt 223001 PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 as principal underwriter with respect to the transactions described in the application. 3. Consistent with its fiduciary obligations under the Act, each Applicant Fund’s board of trustees will review the advisory fees charged by the Applicant Fund’s 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 and companies controlled by them. 2. Section 12(d)(1)(G) of the Act provides, in part, that section 12(d)(1) will not apply to securities of an acquired company purchased by an acquiring company if: (i) The acquired company and acquiring 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 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\12APN1.SGM 12APN1 Federal Register / Vol. 76, No. 70 / Tuesday, April 12, 2011 / 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: (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 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 Applicant Funds will comply with 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 while investing in Underlying Funds. 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 srobinson on DSKHWCL6B1PROD with NOTICES 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 Fund from investing in Other Investments as described in the application. For the Commission, by the Division of Investment Management, under delegated authority. Cathy H. Ahn, Deputy Secretary. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–64194; File No. SR–CBOE– 2011–031] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Related to the Extension of the CBSX Individual Stock Trading Pause Pilot Program April 5, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on March 31, 2011, the Chicago Board Options Exchange, Incorporated (‘‘Exchange’’ or ‘‘CBOE’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to extend the individual stock trading pause pilot program pertaining to the CBOE Stock Exchange (‘‘CBSX,’’ the CBOE’s stock trading facility). This rule change simply seeks to extend the pilot. No other changes to the pilot are being proposed. The text of the proposed rule change is available on the Exchange’s Web site (https://www.cboe.org/Legal), at the Exchange’s Office of the Secretary and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. [FR Doc. 2011–8577 Filed 4–11–11; 8:45 am] 1 15 BILLING CODE 8011–01–P 2 17 VerDate Mar<15>2010 18:00 Apr 11, 2011 Jkt 223001 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00085 Fmt 4703 Sfmt 4703 20389 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose Rule 6.3C, Individual Stock Trading Pauses Due to Extraordinary Market Volatility, was approved by the Commission on June 10, 2010 on a pilot basis. The pilot is currently set to expire on April 11, 2011.3 The rule was developed in consultation with U.S. listing markets to provide for uniform market-wide trading pause standards for certain individual stocks that experience rapid price movement.4 As the duration of the pilot expires on April 11, 2011, the Exchange is proposing to extend the effectiveness of Rule 6.3C through the earlier of August 11, 2011 or the date on which a limit up-limit down mechanism to address extraordinary market volatility, if adopted, applies to the pilot stocks. 2. Statutory Basis Extension of the pilot period will allow the Exchange to continue to operate the pilot on an uninterrupted basis. Accordingly, CBOE believes the proposed rule change is consistent with the Act 5 and the rules and regulations under the Act applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act.6 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 7 requirements that the rules of an exchange be designed to promote just and equitable principles of trade, to prevent fraudulent and manipulative acts and, in general, to protect investors and the public interest. The proposed rule change is also designed to support the principles of Section 11A(a)(1) 8 of the Act in that it seeks to assure fair competition among brokers and dealers and among exchange markets. The Exchange believes that the proposed rule meets these requirements in that it promotes transparency and uniformity 3 See Securities Exchange Act Release Nos. 62252 (June 10, 2010), 75 FR 34186 (June 16, 2010) (SR– CBOE–2010–047) (approval order establishing pilot through December 10, 2010) and 63502 (December 9, 2010), 75 FR 78306 (December 15, 2010) (SR– CBOE–2010–112) (extension of pilot through April 11, 2011). 4 The pilot list of stocks originally included all stocks in the S&P 500 Index, but it has been expanded to also include all stocks in the Russell 1000 Index and a pilot list of Exchange Traded Products. See Securities Exchange Act Release No. 62884 (September 10, 2010), 75 FR 56618 (September 16, 2010) (SR–CBOE–2010–065). 5 15 U.S.C. 78a et seq. 6 15 U.S.C. 78(f)(b). 7 15 U.S.C. 78(f)(b)(5). 8 15 U.S.C. 78k–1(a)(1). E:\FR\FM\12APN1.SGM 12APN1

Agencies

[Federal Register Volume 76, Number 70 (Tuesday, April 12, 2011)]
[Notices]
[Pages 20388-20389]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-8577]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29623; File No. 812-13870]


Russell Investment Company, et al.; Notice of Application

April 6, 2011.
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 open-end 
management investment companies relying on rule 12d1-2 under the Act to 
invest in certain financial instruments.

Applicants: Russell Investment Company and Russell Investment Funds 
(each a ``Trust and collectively the ``Trusts), Russell Investment 
Management Company (``RIMCo''), and Russell Financial Services, Inc. 
(``RFS'')

DATES: Filing Dates: The application was filed on February 17, 2011. 
Applicants have agreed to file an amendment during the notice period, 
the substance of which is reflected in this notice.

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 2, 2011 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, Securities and Exchange Commission, 100 F Street, 
NE, Washington, DC 20549-1090; Applicants: 1301 Second Avenue, 18th 
Floor, Seattle, WA, 98101.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at 
(202) 551-6876, or Dalia Osman Blass, Branch Chief, 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 via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Trusts are organized as Massachusetts business trusts and 
are registered under the Act as open-end management investment 
companies. RIMCo, a Washington corporation, is an investment adviser 
registered under the Investment Advisers Act of 1940, as amended (the 
``Advisers Act'') and currently serves as investment adviser to each 
existing Applicant Fund (as defined below). RFS is a Washington 
corporation, registered as a broker-dealer under the Securities 
Exchange Act of 1934, as amended, and serves as the distributor for the 
Applicant Funds that are series of the Trusts.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Trusts and any other 
existing or future registered open-end investment company or series 
thereof that (i) Is advised by RIMCo or any person controlling, 
controlled by or under common control with RIMCo (any such adviser or 
RIMCo, an ``Adviser'') \1\; (ii) invests in other registered open-end 
investment companies (``Underlying Funds'') in reliance on section 
12(d)(1)(G) of the Act; and (iii) 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 (each an ``Applicant Fund''), to also invest, 
to the extent consistent with its investment objectives, 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'').\2\ Applicants also request that the order exempt any 
entity controlling, controlled by or under common control with RFS that 
now or in the future acts as principal underwriter with respect to the 
transactions described in the application.
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    \1\ Any other Adviser will also be registered under the Advisers 
Act.
    \2\ 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 requested order will do so only in 
accordance with the terms and condition in the application.
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    3. Consistent with its fiduciary obligations under the Act, each 
Applicant Fund's board of trustees will review the advisory fees 
charged by the Applicant Fund's 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 and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides, in part, that section 
12(d)(1) will not apply to securities of an acquired company purchased 
by an acquiring company if: (i) The acquired company and acquiring 
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 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 20389]]

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 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 Applicant Funds will comply with 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 while investing in Underlying Funds. 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 
Fund from investing in Other Investments as described in the 
application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-8577 Filed 4-11-11; 8:45 am]
BILLING CODE 8011-01-P
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