Sunshine Act Meeting, 58851-58852 [2011-24434]

Download as PDF Federal Register / Vol. 76, No. 184 / Thursday, September 22, 2011 / Notices jlentini on DSK4TPTVN1PROD with NOTICES Advisers Act. HFAM currently serves as investment adviser to HFII. 2. Applicants request the exemption to the extent necessary to permit any series of the Trusts and any other existing or future registered open-end management investment company or series thereof that (i) is advised by HCM, HFAM or any person controlling, controlled by, or under common control with HCM or HFAM (any such adviser or HCM or HFAM, an ‘‘Adviser’’); 1 (ii) is in the same group of investment companies as defined in section 12(d)(1)(G) of the Act as the Trusts; (iii) invests in other registered open-end management investment companies (‘‘Underlying Funds’’) in reliance on section 12(d)(1)(G) of the Act; and (iv) 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 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, including any entity controlled or under common control with an Adviser, that now or in the future acts as principal underwriter, or broker or dealer (if registered under the Securities Exchange Act of 1934, as amended (‘‘Exchange Act’’)), with respect to the transactions described in the application. 3. Consistent with its fiduciary obligations under the Act, each Fund of Funds’ board of trustees will review the advisory fees charged by the Fund of Funds’ 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 1 Any other Adviser also will 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 entity that relies on the requested order in the future will do so only in accordance with the terms and condition in the application. VerDate Mar<15>2010 17:29 Sep 21, 2011 Jkt 223001 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, as amended, 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 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 PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 58851 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 Funds of Funds will comply with Rule 12d1–2 under the Act, but for the fact that the Funds of Funds may invest a portion of their assets in Other Investments. Applicants request an order under section 6(c) of the Act for an exemption from rule 12d1–2(a) to allow the Funds of Funds to invest in Other Investments while investing in Underlying Funds. 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 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 of Funds from investing in Other Investments as described in the application. For the Commission, by the Division of Investment Management, under delegated authority. Elizabeth M. Murphy, Secretary. [FR Doc. 2011–24331 Filed 9–21–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94–409, that the Securities and Exchange Commission will hold a Closed Meeting on Monday, September 26, 2011 at 10 a.m. Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters also may be present. The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(5), (7), 9(B) and (10) and 17 CFR 200.402(a)(5), (7), 9(ii) and (10) permit consideration of the scheduled matter at the Closed Meeting. E:\FR\FM\22SEN1.SGM 22SEN1 58852 Federal Register / Vol. 76, No. 184 / Thursday, September 22, 2011 / Notices Commissioner Walter, as duty officer, voted to consider the item listed for the Closed Meeting in a closed session. The subject matter of the Closed Meeting scheduled for Monday, September 26, 2011 will be: Institution and settlement of an administrative proceeding. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551–5400. Dated: September 19, 2011. Elizabeth M. Murphy, Secretary. [FR Doc. 2011–24434 Filed 9–20–11; 11:15 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65346; File No. SR–MSRB– 2011–16] Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of Rule Change To Extend the Effective Date of the Amendment to the Continuing Disclosure Service of EMMA To Provide for the Posting of Credit Rating and Related Information on the EMMA Public Web Site jlentini on DSK4TPTVN1PROD with NOTICES September 16, 2011. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on September 12, 2011, the Municipal Securities Rulemaking Board (‘‘Board’’ or ‘‘MSRB’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The MSRB has filed the proposal as a ‘‘noncontroversial’’ rule change pursuant to Section 19(b)(3)(A)(iii),3 and Rule 19b– 4(f)(6) thereunder,4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The MSRB is filing with the SEC a proposed rule change to extend the effective date of the amendment (the ‘‘Amendment’’) to the continuing disclosure service of the MSRB’s Electronic Municipal Market Access system (‘‘EMMA’’) to provide for the posting of credit rating and related information on the EMMA public Web site (the ‘‘original proposal’’), which was approved by the Commission on October 13, 2010.5 The Approval Order provided that the original proposal would be effective no later than one year after the date of the approval order (i.e., by October 13, 2011). The proposed rule change would change the effective date of the original proposal to ‘‘no later than December 31, 2011.’’ The text of the proposed rule change is available on the MSRB’s Web site at https://www.msrb.org/Rules-andInterpretations/SEC-Filings/2011Filings.aspx, at the MSRB’s principal office, 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 MSRB 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 these statements may be examined at the places specified in Item IV below. The Board has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The proposed rule change will provide the MSRB with sufficient time to complete its existing development project related to the continuing disclosure service of EMMA that would allow for the posting of credit rating information and related information provided by Nationally Recognized Statistical Rating Organizations (‘‘NRSROs’’) that agree to participate in the project (the ‘‘credit ratings project’’), as described in the original proposal. The credit ratings project was designed 1 15 2 17 VerDate Mar<15>2010 17:29 Sep 21, 2011 5 See SEC Release No. 34–63086, File No. SR– MSRB–2010–03 (October 13, 2010) (‘‘Approval Order’’). Jkt 223001 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 to provide additional material information to retail investors and other market participants regarding municipal securities. The MSRB had previously received the commitment of one NRSRO to participate in the credit ratings project and is in on-going discussions with a second NRSRO, which requires additional time to finalize an agreement with the second NRSRO. The extension of the effective date as proposed in this proposed rule change would permit the credit ratings project to be launched with the participation of both NRSROs. Any additional NRSROs that hereafter agree to participate in the credit ratings project under the terms of the original proposal would be incorporated into the credit ratings project in a subsequent phase of development. 2. Statutory Basis The MSRB has adopted the proposed rule change pursuant to Section 15B(b)(2)(C) of the Exchange Act, which provides that MSRB’s rules shall: be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in municipal securities and municipal financial products, to remove impediments to and perfect the mechanism of a free and open market in municipal securities and municipal financial products, and, in general, to protect investors, municipal entities, obligated persons, and the public interest. The MSRB believes that the proposed rule change is consistent with the Exchange Act. The extension of the effective date of the original proposal will allow the MSRB sufficient time to complete development of the credit ratings project as described above, which will remove impediments to and help perfect the mechanisms of a free and open market in municipal securities and for municipal financial products, assist in preventing fraudulent and manipulative acts and practices, and in general promote investor protection and the public interest by ensuring equal access for all market participants to critical information needed by investors in the municipal securities market. B. Self-Regulatory Organization’s Statement on Burden on Competition The MSRB does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act. Credit ratings and related information provided on the EMMA public Web site would be available to all persons E:\FR\FM\22SEN1.SGM 22SEN1

Agencies

[Federal Register Volume 76, Number 184 (Thursday, September 22, 2011)]
[Notices]
[Pages 58851-58852]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-24434]


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SECURITIES AND EXCHANGE COMMISSION


Sunshine Act Meeting

    Notice is hereby given, pursuant to the provisions of the 
Government in the Sunshine Act, Public Law 94-409, that the Securities 
and Exchange Commission will hold a Closed Meeting on Monday, September 
26, 2011 at 10 a.m.
    Commissioners, Counsel to the Commissioners, the Secretary to the 
Commission, and recording secretaries will attend the Closed Meeting. 
Certain staff members who have an interest in the matters also may be 
present.
    The General Counsel of the Commission, or his designee, has 
certified that, in his opinion, one or more of the exemptions set forth 
in 5 U.S.C. 552b(c)(5), (7), 9(B) and (10) and 17 CFR 200.402(a)(5), 
(7), 9(ii) and (10) permit consideration of the scheduled matter at the 
Closed Meeting.

[[Page 58852]]

    Commissioner Walter, as duty officer, voted to consider the item 
listed for the Closed Meeting in a closed session.
    The subject matter of the Closed Meeting scheduled for Monday, 
September 26, 2011 will be:
    Institution and settlement of an administrative proceeding.
    At times, changes in Commission priorities require alterations in 
the scheduling of meeting items.
    For further information and to ascertain what, if any, matters have 
been added, deleted or postponed, please contact:
    The Office of the Secretary at (202) 551-5400.

    Dated: September 19, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-24434 Filed 9-20-11; 11:15 am]
BILLING CODE 8011-01-P
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