AllianceBernstein Cap Fund, Inc., et al.; Notice of Application, 75922-75924 [2011-31099]
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75922
Federal Register / Vol. 76, No. 233 / Monday, December 5, 2011 / Notices
email to:
Shagufta_Ahmed@omb.eop.gov; and (ii)
Thomas Bayer, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way,
Alexandria, VA 22312 or send an email
to: PRA_Mailbox@sec.gov. Comments
must be submitted to OMB within 30
days of this notice.
Dated: November 29, 2011.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2011–31102 Filed 12–2–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Investor
Education and Advocacy,
Washington, DC 20549–0213.
jlentini on DSK4TPTVN1PROD with NOTICES
Extension:
Form N–PX, SEC File No. 270–524, OMB
Control No. 3235–0582.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget a
request for extension of the previously
approved collection of information
discussed below.
The title for the collection of
information is ‘‘Form N–PX (17 CFR
274.129) under the Investment
Company Act of 1940, Annual Report of
Proxy Voting Record.’’ Rule 30b1–4 (17
CFR 270.30b1–4) under the Investment
Company Act of 1940 (15 U.S.C. 80a–1
et seq.) requires every registered
management investment company, other
than a small business investment
company registered on Form N–5
(‘‘Funds’’), to file Form N–PX not later
than August 31 of each year. Funds use
Form N–PX to file annual reports with
the Commission containing their
complete proxy voting record for the
most recent twelve-month period ended
June 30.
The Commission estimates that there
are approximately 2,500 Funds
registered with the Commission,
representing approximately 10,000
Fund portfolios, which are required to
file Form N–PX.1 The 10,000 portfolios
1 The estimate of 2,500 Funds is based on the
number of management investment companies
currently registered with the Commission. We
estimate, based on data from the Investment
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Jkt 226001
are comprised of 6,200 portfolios
holding equity securities and 3,800
portfolios holding no equity securities.
The staff estimates that portfolios
holding no equity securities require
approximately a 0.17 hour burden per
response and those holding equity
securities require 7.2 hours per
response. The overall estimated annual
burden is therefore approximately
45,300 hours ((6,200 responses × 7.2
hours per response for equity holding
portfolios) + (3,800 responses × 0.17
hours per response for non-equity
holding portfolios)). Based on the
estimated wage rate, the total cost to the
industry of the hour burden for
complying with Form N–PX would be
approximately $14.5 million.
The Commission also estimates that
portfolios holding equity securities will
bear an external cost burden of $1,000
per portfolio to prepare and update
Form N–PX. Based on this estimate, the
Commission estimates that the total
annualized cost burden for Form N–PX
is $6.2 million (6,200 responses ×
$1,000 per response = $6,200,000).
The collection of information under
Form N–PX is mandatory. The
information provided under the form is
not kept confidential. An agency may
not conduct or sponsor, and a person is
not required to respond to, a collection
of information unless it displays a
currently valid OMB control number.
The public may view the background
documentation for this information
collection at the following Web site:
https://www.reginfo.gov. Comments
should be directed to: (i) Desk Officer
for the Securities and Exchange
Commission, Office of Information and
Regulatory Affairs, Office of
Management and Budget, Room 10102,
New Executive Office Building,
Washington, DC 20503, or by sending an
email to:
Shagufta_Ahmed@omb.eop.gov; and (ii)
Thomas Bayer, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way,
Alexandria, VA 22312, or send an email
to: PRA_Mailbox@sec.gov. Comments
must be submitted to OMB within 30
days of this notice.
Company Institute and other sources, that there are
approximately 5,700 Fund portfolios that invest
primarily in equity securities, 500 ‘‘hybrid’’ or bond
portfolios that may hold some equity securities,
3,200 bond Funds that hold no equity securities,
and 600 money market Funds, for a total of 10,000
portfolios required to file Form N–PX.
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Dated: November 29, 2011.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2011–31100 Filed 12–2–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
29876; File No. 812–13939]
AllianceBernstein Cap Fund, Inc., et
al.; Notice of Application
November 29, 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:
SUMMARY:
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: AllianceBernstein Cap
Fund, Inc. (the ‘‘Fund’’),
AllianceBernstein L.P.
(‘‘AllianceBernstein’’), and
AllianceBernstein Investments, Inc.
(‘‘ABI’’).
SUMMARY OF APPLICATION:
Filing Dates: The application was
filed on August 9, 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 20, 2011, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Hearing requests should state
the nature of the writer’s interest, the
reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: Secretary, Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090;
Applicants: 1345 Avenue of the
Americas, New York, New York 10105.
FOR FURTHER INFORMATION CONTACT:
Lewis B. Reich, Senior Counsel, at (202)
DATES:
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Federal Register / Vol. 76, No. 233 / Monday, December 5, 2011 / Notices
jlentini on DSK4TPTVN1PROD with NOTICES
551–6919, or Jennifer L. Sawin, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Office of
Investment Company Regulation).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Fund is organized as a
Maryland corporation and is registered
under the Act as an open-end
management investment company. The
existing Applicant Fund (as defined
below) is a separate investment portfolio
of the Fund and will invest in other
registered investment companies in
reliance on Section 12(d)(1)(G) of the
Act. AllianceBernstein, a Delaware
limited partnership, is an investment
adviser registered under the Investment
Advisers Act of 1940, as amended (the
‘‘Advisers Act’’) and currently serves as
investment adviser to the existing
Applicant Fund. ABI is a Delaware
corporation, registered as a brokerdealer under the Securities Exchange
Act of 1934, as amended, and serves as
the distributor for the existing Applicant
Fund.
2. Applicants request the exemption
to the extent necessary to permit an
existing or future series of the Fund and
any other existing or future registered
open-end investment company or series
thereof that (i) is advised by
AllianceBernstein or any person
controlling, controlled by or under
common control with AllianceBernstein
that is registered as an investment
adviser under the Advisers Act (any
such adviser or AllianceBernstein, an
‘‘Adviser’’); (ii) that invests in other
registered open-end investment
companies (‘‘Underlying Funds’’) in
reliance on section 12(d)(1)(G) of the
Act; and (iii) is also eligible to invest in
securities (as defined in section 2(a)(36)
of the Act) in reliance on rule 12d1–2
under the Act (each an ‘‘Applicant
Fund’’), to also invest, to the extent
consistent with its investment
objectives, policies, strategies and
limitations, in financial instruments that
may not be securities within the
meaning of section 2(a)(36) of the Act
(‘‘Other Investments’’).1 Applicants also
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 requested order will do so only in
accordance with the terms and condition in the
application.
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16:52 Dec 02, 2011
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request that the order exempt any entity
controlling, controlled by or under
common control with ABI 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 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
would cause the acquiring company to
own more than 3% of the acquired
company’s voting stock, or cause more
than 10% of the acquired company’s
voting stock to be owned by investment
companies and companies controlled by
them.
2. Section 12(d)(1)(G) of the Act
provides, in part, that section 12(d)(1)
will not apply to securities of an
acquired company purchased by an
acquiring company if: (i) The acquired
company and acquiring company are
part of the same group of investment
companies; (ii) the acquiring company
holds only securities of acquired
companies that are part of the same
group of investment companies,
government securities, and short-term
paper; (iii) the aggregate sales loads and
distribution-related fees of the acquiring
company and the acquired company are
not excessive under rules adopted
pursuant to section 22(b) or section
22(c) of the Act by a securities
association registered under section 15A
of the Exchange Act or by the
Commission; and (iv) the acquired
company has a policy that prohibits it
from acquiring securities of registered
open-end investment companies or
registered unit investment trusts in
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75923
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
interest and consistent with the
protection of investors and the purposes
fairly intended by the policies and
provisions of the Act.
5. Applicants state that the Applicant
Funds will comply with rule 12d1–2
under the Act, but for the fact that the
Applicant Funds may invest a portion of
their assets in Other Investments.
Applicants request an order under
section 6(c) of the Act for an exemption
from rule 12d1–2(a) to allow the
Applicant Funds to invest in Other
Investments while investing in
Underlying Funds. Applicants assert
that permitting the Applicant Funds to
invest in Other Investments as described
in the application would not raise any
of the concerns that the requirements of
section 12(d)(1) were designed to
address.
Applicants’ Condition
Applicants agree that the order
granting the requested relief will be
subject to the following condition:
Applicants will comply with all
provisions of rule 12d1–2 under the Act,
except for paragraph (a)(2) to the extent
that it restricts any Applicant Fund from
investing in Other Investments as
described in the application.
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75924
Federal Register / Vol. 76, No. 233 / Monday, December 5, 2011 / Notices
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65841; File No. SR–PHLX–
2011–140]
[FR Doc. 2011–31099 Filed 12–2–11; 8:45 am]
Self-Regulatory Organizations;
NASDAQ OMX PHLX LLC; Order
Approving Proposed Rule Change To
Amend the By-Laws of The NASDAQ
OMX Group, Inc.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
November 28, 2011.
jlentini on DSK4TPTVN1PROD with NOTICES
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 Thursday, December 8, 2011, at 2
p.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)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Gallagher, as duty
officer, voted to consider the items
listed for the Closed Meeting in a closed
session.
The subject matter of the Closed
Meeting scheduled for Thursday,
December 8, 2011, will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Adjudicatory matters; and
Other matters relating to enforcement
proceedings.
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: December 1, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–31264 Filed 12–1–11; 4:15 pm]
BILLING CODE 8011–01–P
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Jkt 226001
On October 11, 2011, NASDAQ OMX
PHLX LLC (‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend the by-laws of its parent
corporation, The NASDAQ OMX Group,
Inc. (‘‘NASDAQ OMX’’). The proposed
rule change was published for comment
in the Federal Register on October 28,
2011.3 The Commission received no
comments on the proposal.
After careful review, the Commission
finds that the proposed rule change is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange 4 and, in particular,
the requirements of Section 6(b)(5) of
the Act.5 The proposal will allow the
NASDAQ OMX Board of Directors
(‘‘Board’’) to determine the size of its
Audit Committee, so long as the Audit
Committee includes at least three
directors, as well as the size of its
Nominating & Governance Committee,
so long as the Nominating & Governance
Committee includes at least two
directors. The proposal is intended to
provide greater flexibility to the
NASDAQ OMX Board to determine the
appropriate size for these committees.
The Commission notes that the
proposed rule change maintains
compliance with the Exchange’s listing
standards. The proposal does not
change any other compositional
requirements of either the Audit
Committee or the Nominating &
Governance Committee, including
independence requirements. Moreover,
the Commission notes that the proposal
does not alter the application of Section
10A of the Exchange Act 6 and Rule
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 65605
(October 21, 2011), 76 FR 67015.
4 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
5 15 U.S.C. 78f(b)(5).
6 15 U.S.C. 78j–1.
2 17
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10A–3 thereunder 7 to the NASDAQ
OMX Audit Committee. The proposal
also deletes an obsolete section from,
and corrects a typographical error in,
the NASDAQ OMX by-laws, which are
clarifying revisions. For the foregoing
reasons, the Commission believes that
the proposed rule change is consistent
with the Act.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,8 that the
proposed rule change (SR–PHLX–2011–
140) be, and it hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2011–31043 Filed 12–2–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65851; File No. SR–
NASDAQ–2011–157]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Adopt the
QView Service
November 30, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
22, 2011, The NASDAQ Stock Market
LLC (‘‘Exchange’’), filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to adopt
QView, a new service that will provide
subscribing member firms with
increased transparency over their
trading activity on the Exchange by
allowing the member to track its
Exchange order flow.
The text of the proposed rule change
is below. Proposed new language is in
italics.
7 17
CFR 240.10A–3.
U.S.C. 78s(b)(2).
9 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
8 15
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]]>Agencies
[Federal Register Volume 76, Number 233 (Monday, December 5, 2011)]
[Notices]
[Pages 75922-75924]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-31099]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29876; File No. 812-13939]
AllianceBernstein Cap Fund, Inc., et al.; Notice of Application
November 29, 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: AllianceBernstein Cap Fund, Inc. (the ``Fund''),
AllianceBernstein L.P. (``AllianceBernstein''), and AllianceBernstein
Investments, Inc. (``ABI'').
DATES: Filing Dates: The application was filed on August 9, 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 20, 2011, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street
NE., Washington, DC 20549-1090; Applicants: 1345 Avenue of the
Americas, New York, New York 10105.
FOR FURTHER INFORMATION CONTACT: Lewis B. Reich, Senior Counsel, at
(202)
[[Page 75923]]
551-6919, or Jennifer L. Sawin, Branch Chief, at (202) 551-6821
(Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. The Fund is organized as a Maryland corporation and is
registered under the Act as an open-end management investment company.
The existing Applicant Fund (as defined below) is a separate investment
portfolio of the Fund and will invest in other registered investment
companies in reliance on Section 12(d)(1)(G) of the Act.
AllianceBernstein, a Delaware limited partnership, is an investment
adviser registered under the Investment Advisers Act of 1940, as
amended (the ``Advisers Act'') and currently serves as investment
adviser to the existing Applicant Fund. ABI is a Delaware corporation,
registered as a broker-dealer under the Securities Exchange Act of
1934, as amended, and serves as the distributor for the existing
Applicant Fund.
2. Applicants request the exemption to the extent necessary to
permit an existing or future series of the Fund and any other existing
or future registered open-end investment company or series thereof that
(i) is advised by AllianceBernstein or any person controlling,
controlled by or under common control with AllianceBernstein that is
registered as an investment adviser under the Advisers Act (any such
adviser or AllianceBernstein, an ``Adviser''); (ii) that invests in
other registered open-end investment companies (``Underlying Funds'')
in reliance on section 12(d)(1)(G) of the Act; and (iii) is also
eligible to invest in securities (as defined in section 2(a)(36) of the
Act) in reliance on rule 12d1-2 under the Act (each an ``Applicant
Fund''), to also invest, to the extent consistent with its investment
objectives, policies, strategies and limitations, in financial
instruments that may not be securities within the meaning of section
2(a)(36) of the Act (``Other Investments'').\1\ Applicants also request
that the order exempt any entity controlling, controlled by or under
common control with ABI that now or in the future acts as principal
underwriter with respect to the transactions described in the
application.
---------------------------------------------------------------------------
\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 requested order will do so only in
accordance with the terms and condition in the application.
---------------------------------------------------------------------------
3. Consistent with its fiduciary obligations under the Act, each
Applicant Fund's board of 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 would cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides, in part, that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) The acquired company and acquiring
company are part of the same group of investment companies; (ii) the
acquiring company holds only securities of acquired companies that are
part of the same group of investment companies, government securities,
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Exchange Act or by the Commission; and (iv) the acquired
company has a policy that prohibits it from acquiring securities of
registered open-end investment companies or registered unit investment
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (i)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other
than securities issued by an investment company); and (iii) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule under the Act, if such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policies and
provisions of the Act.
5. Applicants state that the Applicant Funds will comply with rule
12d1-2 under the Act, but for the fact that the Applicant Funds may
invest a portion of their assets in Other Investments. Applicants
request an order under section 6(c) of the Act for an exemption from
rule 12d1-2(a) to allow the Applicant Funds to invest in Other
Investments while investing in Underlying Funds. Applicants assert that
permitting the Applicant Funds to invest in Other Investments as
described in the application would not raise any of the concerns that
the requirements of section 12(d)(1) were designed to address.
Applicants' Condition
Applicants agree that the order granting the requested relief will
be subject to the following condition:
Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Applicant Fund from investing in Other Investments as described in the
application.
[[Page 75924]]
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-31099 Filed 12-2-11; 8:45 am]
BILLING CODE 8011-01-P
