SEI Investments Management Corporation, et al., 72729-72731 [2011-30350]
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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
https://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,
https://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,
https://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, https://
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:
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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]
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HEARING OR NOTIFICATION OF HEARING:
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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 https://
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.
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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.
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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
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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 https://
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
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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.
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]]>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.
-----------------------------------------------------------------------
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 https://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.
---------------------------------------------------------------------------
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
