SEI Investments Management Corporation, et al., 72729-72731 [2011-30350]

Download as PDF Federal Register / Vol. 76, No. 227 / Friday, November 25, 2011 / Notices Availability; Web site posting. The Commission has posted the appeal and supporting material on its Web site at http://www.prc.gov. Additional filings in this case and participant’s submissions also will be posted on the Web site, if provided in electronic format or amenable to conversion, and not subject to a valid protective order. Information on how to use the Commission’s Web site is available online or by contacting the Commission’s webmaster via telephone at (202) 789–6873 or via electronic mail at prc-webmaster@prc.gov. The appeal and all related documents are also available for public inspection in the Commission’s docket section. Docket section hours are 8 a.m. to 4:30 p.m., Eastern Time, Monday through Friday, except on Federal government holidays. Docket section personnel may be contacted via electronic mail at prcdockets@prc.gov or via telephone at (202) 789–6846. Filing of documents. All filings of documents in this case shall be made using the Internet (Filing Online) pursuant to Commission rules 9(a) and 10(a) at the Commission’s Web site, http://www.prc.gov, unless a waiver is obtained. See 39 CFR 3001.9(a) and 3001.10(a). Instructions for obtaining an account to file documents online may be found on the Commission’s Web site, http://www.prc.gov, or by contacting the Commission’s docket section at prcdockets@prc.gov or via telephone at (202) 789–6846. Commission reserves the right to redact personal information which may infringe on an individual’s privacy rights from documents filed in this proceeding. Intervention. Persons, other than the Petitioners and respondents, wishing to be heard in this matter are directed to file a notice of intervention. See 39 CFR 3001.111(b). Notices of intervention in this case are to be filed on or before December 13, 2011. A notice of intervention shall be filed using the Internet (Filing Online) at the Commission’s Web site, http:// www.prc.gov, unless a waiver is obtained for hardcopy filing. See 39 CFR 3001.9(a) and 3001.10(a). Further procedures. By statute, the Commission is required to issue its decision within 120 days from the date it receives the appeal. See 39 U.S.C. 404(d)(5). A procedural schedule has been developed to accommodate this statutory deadline. In the interest of 72729 expedition, in light of the 120-day decision schedule, the Commission may request the Postal Service or other participants to submit information or memoranda of law on any appropriate issue. As required by Commission rules, if any motions are filed, responses are due 7 days after any such motion is filed. See 39 CFR 3001.21. It is ordered: 1. The Postal Service shall file the applicable administrative record regarding this appeal no later than November 21, 2011. 2. Any responsive pleading by the Postal Service to this notice is due no later than November 21, 2011. 3. The procedural schedule listed below is hereby adopted. 4. Pursuant to 39 U.S.C. 505, Katrina R. Martinez is designated officer of the Commission (Public Representative) to represent the interests of the general public. 5. The Secretary shall arrange for publication of this notice and order and Procedural Schedule in the Federal Register. By the Commission. Ruth Ann Abrams, Acting Secretary. PROCEDURAL SCHEDULE November November November December December 4, 2011 ................................... 21, 2011 ................................. 21, 2011 ................................. 13, 2011 ................................. 9, 2011 ................................... December 29, 2011 ................................. January 13, 2012 ..................................... January 20, 2012 ..................................... February 22, 2012 ................................... Filing of Appeal. Deadline for the Postal Service to file the applicable administrative record in this appeal. Deadline for the Postal Service to file any responsive pleading. Deadline for notices to intervene (see 39 CFR 3001.111(b)). Deadline for Petitioners’ Form 61 or initial brief in support of petition (see 39 CFR 3001.115(a) and (b)). Deadline for answering brief in support of the Postal Service (see 39 CFR 3001.115(c)). Deadline for reply briefs in response to answering briefs (see 39 CFR 3001.115(d)). Deadline for motions by any party requesting oral argument; the Commission will schedule oral argument only when it is a necessary addition to the written filings (see 39 CFR 3001.116). Expiration of the Commission’s 120-day decisional schedule (see 39 U.S.C. 404(d)(5)). 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. BILLING CODE 7710–FW–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 29866; File No. 812–13929] wreier-aviles on DSK7SPTVN1PROD with NOTICES SEI Investments Management Corporation, et al. November 18, 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: VerDate Mar<15>2010 14:31 Nov 23, 2011 Jkt 226001 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, APPLICANTS: SEI Investments Management Corporation (‘‘SIMC’’); SEI personally or by mail. Hearing requests Investments Distribution Co. (‘‘SIDCo.’’); should be received by the Commission by 5:30 p.m. on December 13, 2011 and SEI Asset Allocation Trust, SEI Daily should be accompanied by proof of Income Trust, SEI Institutional service on applicants, in the form of an International Trust, SEI Institutional affidavit or, for lawyers, a certificate of Investments Trust, SEI Institutional service. Hearing requests should state Managed Trust, SEI Liquid Asset Trust, the nature of the writer’s interest, the SEI Tax Exempt Trust, SEI Alpha reason for the request, and the issues Strategy Portfolios, LP (‘‘SASP’’), and contested. Persons who wish to be Adviser Managed Trust (‘‘AMT’’) (each a ‘‘Trust’’ and collectively the ‘‘Trusts’’). notified of a hearing may request notification by writing to the DATES: Filing Dates: The application was Commission’s Secretary. filed on July 27, 2011. SUMMARY: [FR Doc. 2011–30351 Filed 11–23–11; 8:45 am] PO 00000 Frm 00058 Fmt 4703 Sfmt 4703 HEARING OR NOTIFICATION OF HEARING: E:\FR\FM\25NON1.SGM 25NON1 72730 Federal Register / Vol. 76, No. 227 / Friday, November 25, 2011 / Notices Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090; Applicants: Timothy D. Barto, Esq., SEI Investments Management Corporation, One Freedom Valley Drive, Oaks, PA 19456. FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, at (202) 551–6812, or Mary Kay Frech, 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 http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. wreier-aviles on DSK7SPTVN1PROD with NOTICES ADDRESSES: Applicants’ Representations 1. Each Trust is registered under the Act as an open-end management investment company and is organized as a Massachusetts business trust, with the exception of AMT, which is organized as a Delaware statutory trust, and SASP, which is organized as a Delaware limited partnership. SIMC, a Delaware corporation, is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (‘‘Advisers Act’’), and currently serves as investment adviser to each existing Applicant Fund (as defined below). SIDCo., a Pennsylvania corporation, is registered as a brokerdealer under the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’) and serves as the distributor for the existing Applicant Funds. 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 (a) is advised by SIMC or any person controlling, controlled by or under common control with SIMC (any such adviser or SIMC, an ‘‘Adviser’’); 1 (b) invests in other registered open-end investment companies (‘‘Underlying Funds’’) in reliance on section 12(d)(1)(G) of the Act; and (c) 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, 1 Any other Adviser also will be registered under the Advisers Act. VerDate Mar<15>2010 14:31 Nov 23, 2011 Jkt 226001 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 SIDCo. that now or in the future acts 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 or directors 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 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 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 order in the future will do so only in accordance with the terms and conditions in the application. PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 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 (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 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 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 E:\FR\FM\25NON1.SGM 25NON1 Federal Register / Vol. 76, No. 227 / Friday, November 25, 2011 / Notices that it restricts any Applicant Fund from investing in Other Investments as described in the application. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2011–30350 Filed 11–23–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 29865; File No. 812–13621] John Hancock Variable Insurance Trust, et al.; Notice of Application November 18, 2011. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order pursuant to: (a) Section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) granting an exemption from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) section 17(d) of the Act and rule 17d–1 under the Act to permit certain joint arrangements and transactions. AGENCY: Summary of the Application: Applicants request an order that would permit certain registered open-end management investment companies to participate in a joint lending and borrowing facility. APPLICANTS: John Hancock Variable Insurance Trust, John Hancock Funds II, John Hancock Funds III, John Hancock Bond Trust, John Hancock California Tax-Free Income Fund, John Hancock Capital Series, John Hancock Collateral Investment Trust, John Hancock Current Interest, John Hancock Investment Trust, John Hancock Investment Trust II, John Hancock Investment Trust III, John Hancock Municipal Securities Trust, John Hancock Series Trust, John Hancock Sovereign Bond Fund, John Hancock Strategic Series, John Hancock Tax-Exempt Series Fund (each a ‘‘John Hancock Fund’’ and collectively the ‘‘John Hancock Funds’’), John Hancock Advisers, LLC (‘‘JHA’’), Manulife Asset Management (US) LLC (‘‘JHAM’’) and John Hancock Investment Management Services, LLC (‘‘JHIMS’’) (each of JHA, JHAM and JHIMS, an ‘‘Adviser,’’ and such entities together, the ‘‘Advisers’’). DATES: Filing Dates: The application was filed on December 31, 2008, and wreier-aviles on DSK7SPTVN1PROD with NOTICES SUMMARY: VerDate Mar<15>2010 14:31 Nov 23, 2011 Jkt 226001 amended on July 8, 2009, November 15, 2010, November 4, 2011 and November 18, 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 December 13, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090; Applicants: c/o Stuart E. Fross, K&L Gates LLP, State Street Financial Center, One Lincoln Street, Boston, MA 02111; John J. Danello, John Hancock Financial Services, Inc., 601 Congress Street, Boston, MA 02210; Carolyn M. Flanagan, Manulife Asset Management (US), LLC, 101 Huntington Avenue, Boston, MA 02199. FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at (202) 551–6915 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 http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations 1. Each John Hancock Fund is organized as a Massachusetts business trust and is registered under the Act as an open-end, management investment company. Some of the trusts have not created separate series of shares but most issue one or more series, each series of shares having a different investment objective and different investment policies and each such series is deemed to be a John Hancock Fund. Certain of the John Hancock PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 72731 Funds either are or may be money market funds that comply with rule 2a– 7 of the Act (each a ‘‘Money Market Hancock Fund’’ and collectively, the ‘‘Money Market Hancock Funds’’ and they are included in the term ‘‘John Hancock Funds’’). JHA, JHAM and JHIMS are each a Delaware limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’), each are indirect subsidiaries of Manulife Financial Corporation and act as investment adviser to the John Hancock Funds.1 2. John Hancock Funds may lend cash to banks or other entities by entering into repurchase agreements, purchasing short-term instruments or under arrangements whereby custodian fees are reduced. In order to meet an unexpected volume of redemptions or to cover unanticipated cash shortfalls, John Hancock Funds contracted for committed lines of credit with State Street Bank and Trust Company and The Bank of New York Mellon Corporation (‘‘Bank Borrowing’’). The amount of borrowing under each of these lines of credit is limited to the amount specified by fundamental investment restrictions and/or other policies of the applicable John Hancock Fund and section 18 of the Act. 3. If John Hancock Funds that experience a cash shortfall were to draw down on their Bank Borrowing, they would pay interest at a rate that is likely to be higher (and currently actually is higher) than the rate that could be earned by non-borrowing John Hancock Funds on investments in repurchase agreements and other short-term money market instruments of the same maturity as the Bank Borrowing (‘‘Short-Term Instruments’’). Applicants assert the difference between the higher rate paid on Bank Borrowing and what the bank pays to borrow under repurchase agreements or other arrangements represents the bank’s profit for serving as the middleperson between a borrower and lender and is not attributable to any material difference in the credit quality or risk of such transactions. 1 Applicants request that the order also apply to any existing or future series of the John Hancock Funds, to any other registered open-end management investment company or its series for which JHA, JHAM or JHIMS or a person controlling, controlled by, or under common control (within the meaning of section 2(a)(9) of the Act) with JHA, JHAM, or JHIMS serves as investment adviser (‘‘Adviser’’). All John Hancock Funds that currently intend to rely on the requested order have been named as applicants. Any other John Hancock Fund that relies on the requested order in the future will comply with the terms and conditions of the application. E:\FR\FM\25NON1.SGM 25NON1

Agencies

[Federal Register Volume 76, Number 227 (Friday, November 25, 2011)]
[Notices]
[Pages 72729-72731]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-30350]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29866; File No. 812-13929]


SEI Investments Management Corporation, et al.

November 18, 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: 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: SEI Investments Management Corporation (``SIMC''); SEI 
Investments Distribution Co. (``SIDCo.''); SEI Asset Allocation Trust, 
SEI Daily Income Trust, SEI Institutional International Trust, SEI 
Institutional Investments Trust, SEI Institutional Managed Trust, SEI 
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Alpha Strategy 
Portfolios, LP (``SASP''), and Adviser Managed Trust (``AMT'') (each a 
``Trust'' and collectively the ``Trusts'').

DATES: Filing Dates: The application was filed on July 27, 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 December 13, 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 72730]]


ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: Timothy D. Barto, Esq., SEI 
Investments Management Corporation, One Freedom Valley Drive, Oaks, PA 
19456.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, or Mary Kay Frech, 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 http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. Each Trust is registered under the Act as an open-end management 
investment company and is organized as a Massachusetts business trust, 
with the exception of AMT, which is organized as a Delaware statutory 
trust, and SASP, which is organized as a Delaware limited partnership. 
SIMC, a Delaware corporation, is registered as an investment adviser 
under the Investment Advisers Act of 1940, as amended (``Advisers 
Act''), and currently serves as investment adviser to each existing 
Applicant Fund (as defined below). SIDCo., a Pennsylvania corporation, 
is registered as a broker-dealer under the Securities Exchange Act of 
1934 (the ``Exchange Act'') and serves as the distributor for the 
existing Applicant Funds.
    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 (a) is advised by SIMC or any person controlling, 
controlled by or under common control with SIMC (any such adviser or 
SIMC, an ``Adviser''); \1\ (b) invests in other registered open-end 
investment companies (``Underlying Funds'') in reliance on section 
12(d)(1)(G) of the Act; and (c) 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 SIDCo. 
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 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 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.
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    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 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 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 Exchange Act 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 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 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

[[Page 72731]]

that it restricts any Applicant Fund from investing in Other 
Investments as described in the application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-30350 Filed 11-23-11; 8:45 am]
BILLING CODE 8011-01-P