Highmark Funds and Highmark Capital Management, Inc., 36584-36585 [2011-15552]
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mstockstill on DSK4VPTVN1PROD with NOTICES
36584
Federal Register / Vol. 76, No. 120 / Wednesday, June 22, 2011 / Notices
I. Introduction
On June 14, 2011, the Postal Service
filed a notice announcing that it has
entered into an additional Global
Reseller Expedited Package (GREP)
contract.1 The Postal Service believes
the instant contract is functionally
equivalent to the GREP baseline
agreement and is supported by
Governors’ Decision No. 10–1 attached
to the Notice and originally filed in
Docket No. CP2010–36. Id. at 1,
Attachment 3. The Notice explains that
Order No. 445, which established GREP
Contracts 1 as a product, also authorized
functionally equivalent agreements to be
included within the product, provided
that they meet the requirements of 39
U.S.C. 3633. Id. at 1–2. Additionally, the
Postal Service requested to have the
contract in Docket No. CP2010–36 serve
as the baseline contract for future
functional equivalence analyses of the
GREP Contracts 1 product.
The instant contract. The Postal
Service filed the instant contract
pursuant to 39 CFR 3015.5. In addition,
the Postal Service contends that the
instant contract is in accordance with
Order No. 445. The instant contract is a
renewal of the first GREP contract, filed
in Docket No. CP2010–36, which is
scheduled to expire on June 30, 2011.
Notice at 1. The Postal Service will
notify the mailer of the effective date
within 30 days after all necessary
regulatory approvals have been
received. The contract will remain in
effect until January 31, 2012, or a date
in January 2012 prior to the Postal
Service’s publication of price changes
for its Express Mail International and/or
Priority Mail International products. Id.
at 3. It may, however, be terminated by
either party on not less than 30 days’
written notice. Id. Attachment 1 at 5.
In support of its Notice, the Postal
Service filed four attachments as
follows:
• Attachment 1—a redacted copy of
the contract and applicable annexes;
• Attachment 2—a certified statement
required by 39 CFR 3015.5(c)(2);
• Attachment 3—a redacted copy of
Governors’ Decision No. 10–1, which
establishes prices and classifications for
GREP contracts, a description of
applicable GREP contracts, formulas for
prices, an analysis of the formulas, and
certification of the Governors’ vote; and
• Attachment 4—an application for
non-public treatment of materials to
maintain redacted portions of the
1 Notice
of United States Postal Service of Filing
a Functionally Equivalent Global Reseller
Expedited Package Negotiated Service Agreement
and Application for Non-Public Treatment of
Materials Filed Under Seal, June 14, 2011 (Notice).
VerDate Mar<15>2010
16:40 Jun 21, 2011
Jkt 223001
contract and supporting documents
under seal.
The Notice advances reasons why the
instant GREP contract fits within the
Mail Classification Schedule language
for GREP Contracts 1. The Postal Service
identifies general contract terms that
distinguish the instant contract from the
baseline GREP agreement. It states that
the instant contract differs from the
contract in Docket No. CP2010–36
pertaining to revisions or clarification of
terms, e.g., definition of qualifying mail,
discounts offered by the reseller,
minimum revenue, periodic review of
minimum commitment, term,
assignment, number of rate groups, and
solicitation of reseller’s customers. Id. at
4–6. The Postal Service states that the
differences, which include price
variations based on updated costing
information and volume commitments,
do not alter the contract’s functional
equivalency. Id. at 4. The Postal Service
asserts that ‘‘[b]ecause the agreement
incorporates the same cost attributes
and methodology, the relevant
characteristics of this GREP contract are
similar, if not the same, as the relevant
characteristics of the contract filed in
Docket No. CP2010–36.’’ Id.
The Postal Service concludes that its
filing demonstrates that the new GREP
contract complies with the requirements
of 39 U.S.C. 3633 and is functionally
equivalent to the baseline GREP
contract. It states that the differences do
not affect the services being offered or
the fundamental structure of the
contract. Therefore, it requests that the
instant contract be included within the
GREP Contracts 1 product. Id. at 6.
II. Notice of Filing
The Commission establishes Docket
No. CP2011–65 for consideration of
matters related to the contract identified
in the Postal Service’s Notice.
Interested persons may submit
comments on whether the Postal
Service’s contract is consistent with the
policies of 39 U.S.C. 3632, 3633, or
3642. Comments are due no later than
June 24, 2011. The public portions of
this filing can be accessed via the
Commission’s Web site (https://
www.prc.gov).
The Commission appoints John P.
Klingenberg to serve as Public
Representative in the captioned
proceeding.
III. Ordering Paragraphs
It is ordered:
1. The Commission establishes Docket
No. CP2011–65 for consideration of
matters raised by the Postal Service’s
Notice.
PO 00000
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Sfmt 4703
2. Comments by interested persons in
this proceeding are due no later than
June 24, 2011.
3. Pursuant to 39 U.S.C. 505, John P.
Klingenberg is appointed to serve as the
officer of the Commission (Public
Representative) to represent the
interests of the general public in this
proceeding.
4. The Secretary shall arrange for
publication of this order in the Federal
Register.
By the Commission.
Shoshana M. Grove,
Secretary.
[FR Doc. 2011–15506 Filed 6–21–11; 8:45 am]
BILLING CODE 7710–FW–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
29694; File No. 812–13843]
Highmark Funds and Highmark Capital
Management, Inc.
June 16, 2011.
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 open-end
management investment companies
relying on rule 12d1–2 under the Act to
invest in certain financial instruments.
APPLICANTS: HighMark Funds (‘‘Trust’’)
and HighMark Capital Management, Inc.
(‘‘HCM,’’ and together with the Trust,
‘‘Applicants’’).
FILING DATES: The application was filed
on November 10, 2010, and amended on
April 29, 2011.
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 July 11, 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.
SUMMARY OF APPLICATION:
E:\FR\FM\22JNN1.SGM
22JNN1
Federal Register / Vol. 76, No. 120 / Wednesday, June 22, 2011 / Notices
Secretary, Securities and
Exchange Commission, 100 F Street,
NE., Washington, DC 20549–1090;
Applicants: c\o Gregory C. Davis, esq.,
Ropes & Gray LLP, Three Embarcadero
Center, San Francisco, California
94111–4006.
FOR FURTHER INFORMATION CONTACT:
Emerson S. Davis, Senior Counsel, at
(202) 551–6868, or Janet M. Grossnickle,
Assistant Director, at (202) 551–6821
(Division of Investment Management,
Office of Investment Company
Regulation).
ADDRESSES:
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.
mstockstill on DSK4VPTVN1PROD with NOTICES
SUPPLEMENTARY INFORMATION:
Applicants’ Representations
1. The Trust is organized as a
Massachusetts business trust and is
registered with the Commission as an
open-end management investment
company. HCM, a California corporation
and wholly-owned subsidiary of Union
Bank, N.A, is registered as an
investment adviser under the
Investment Advisers Act of 1940, as
amended.
2. Applicants request the exemption
to the extent necessary to permit any
existing or future series of the Trust and
any other registered open-end
management investment company that
is advised by HCM or any person
controlling, controlled by or under
common control with HCM (any such
adviser or HCM, an ‘‘Adviser’’) that
invests in other registered open-end
management investment companies
(‘‘Underlying Funds’’) in reliance on
section 12(d)(1)(G) of the Act and rule
12d1–2 under 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
(each a ‘‘Fund of 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
3. Consistent with its fiduciary
obligations under the Act, each Fund of
Funds’ board of trustees or directors
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.
VerDate Mar<15>2010
16:40 Jun 21, 2011
Jkt 223001
will review the advisory fees charged by
the Fund of Funds’ 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 of Funds 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 that section 12(d)(1) will not
apply to securities of an acquired
company purchased by an acquiring
company if: (a) The acquired company
and acquiring company are part of the
same group of investment companies;
(b) 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; (c) 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 Securities Exchange Act of 1934
or by the Commission; and (d) 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
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: (a)
PO 00000
Frm 00074
Fmt 4703
Sfmt 9990
36585
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; (b)
securities (other than securities issued
by an investment company); and (c)
securities issued by a money market
fund, when the acquisition 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 policy 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 Fund 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’ 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 of Funds 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. 2011–15552 Filed 6–21–11; 8:45 am]
BILLING CODE 8011–01–P
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22JNN1
]]>Agencies
[Federal Register Volume 76, Number 120 (Wednesday, June 22, 2011)]
[Notices]
[Pages 36584-36585]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-15552]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29694; File No. 812-13843]
Highmark Funds and Highmark Capital Management, Inc.
June 16, 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.
-----------------------------------------------------------------------
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: HighMark Funds (``Trust'') and HighMark Capital Management,
Inc. (``HCM,'' and together with the Trust, ``Applicants'').
Filing Dates: The application was filed on November 10, 2010, and
amended on April 29, 2011.
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 July 11, 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.
[[Page 36585]]
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants: c\o Gregory C. Davis, esq.,
Ropes & Gray LLP, Three Embarcadero Center, San Francisco, California
94111-4006.
FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at
(202) 551-6868, 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 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 Trust is organized as a Massachusetts business trust and is
registered with the Commission as an open-end management investment
company. HCM, a California corporation and wholly-owned subsidiary of
Union Bank, N.A, is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended.
2. Applicants request the exemption to the extent necessary to
permit any existing or future series of the Trust and any other
registered open-end management investment company that is advised by
HCM or any person controlling, controlled by or under common control
with HCM (any such adviser or HCM, an ``Adviser'') that invests in
other registered open-end management investment companies (``Underlying
Funds'') in reliance on section 12(d)(1)(G) of the Act and rule 12d1-2
under 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 (each a ``Fund of 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.
---------------------------------------------------------------------------
3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of trustees or directors will review the advisory
fees charged by the Fund of Funds' 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 of Funds 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 that section 12(d)(1)
will not apply to securities of an acquired company purchased by an
acquiring company if: (a) The acquired company and acquiring company
are part of the same group of investment companies; (b) 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; (c) 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 Securities Exchange Act of 1934 or by the Commission; and
(d) 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 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: (a)
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; (b) securities (other
than securities issued by an investment company); and (c) securities
issued by a money market fund, when the acquisition 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 policy 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 Fund 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' 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 of Funds 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. 2011-15552 Filed 6-21-11; 8:45 am]
BILLING CODE 8011-01-P
