Seasons Series Trust, et al.; Notice of Application, 77857-77859 [2011-32003]
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Federal Register / Vol. 76, No. 240 / Wednesday, December 14, 2011 / Notices
mstockstill on DSK4VPTVN1PROD with NOTICES
Parcel Post at UPU Rates to the
competitive product list.3
The Postal Service states in its Notice
that the rates in its filing comport with
Governors’ Decision No. 09–15 and are
‘‘the highest possible inward land rates
for which the Postal Service was eligible
based on inflation increases and other
factors.’’ Notice at 2–3.
In the Postal Service’s Request in
Docket Nos. MC2010–11 and CP2010–
11, it explains the process for
determining Inbound Air Parcel Post at
UPU Rates. In its Request, the Postal
Service indicates that the United States
receives both air and surface parcels
from foreign postal administrations
which compensate the Postal Service for
delivery of these parcels in the United
States. Request at 2. It maintains that it
has negotiated separate agreements for
parcel rates with certain foreign posts,
but most compensate it at the United
States default rates for inbound parcel
delivery. Id. Payments between postal
administrations for handling and
delivering parcel post are referred to as
inward land rates. The Postal Service
notes that inward land rates are set
according to formulas in the UPU Parcel
Post Regulations which constitute
international law. Id. More specifically,
the UPU Postal Operations Council
establishes inward land rates.4 Such
rates are based on a percentage of each
member’s inward land rate in 2004. Id.
at 3. UPU members may qualify for
percentage ‘‘bonuses’’ to their base rate
based upon their provision of certain
value-added services.5 Id. The Postal
Service states it is responsible for
gathering information that the UPU
Postal Operations Council uses to
calculate the rates, including
completion of a questionnaire on service
bonus eligibility and submission of
annual inflation information from the
Consumer Price Index for All Urban
Consumers. Id. Based on this and
similar information from the member
posts, the UPU International Bureau
publishes an annual notice establishing
the postal administration’s parcel rates
for the following year. Id.
The Postal Service states that because
of the unique mechanism for setting
inward land rates, it chose to establish
rates for inbound air parcels by
reference to the Universal Postal
Convention. Id.
In its Notice the Postal Service
maintains that certain portions of the
Governors’ Decision, the new rates, and
related financial documentation should
remain under seal. Notice at 3,
Attachment 1. It also asserts that its
filing demonstrates compliance with 39
U.S.C. 3633. Id. at 3.
3 See Docket Nos. MC2010–11 and CP2010–11,
Order Adding Inbound Air Parcel Post at UPU Rates
to Competitive Product List, December 15, 2009
(Order No. 362).
4 The UPU Postal Operations Council is a
designated body of the UPU which is responsible
for rate setting.
5 The Postal Service states that services such as
‘‘track and trace, home delivery, published delivery
standards, and use of a common inquiry system’’
qualify UPU members for bonuses. Id. Members
may also seek an inflation-related adjustment to the
base rate which is capped at 5 percent per year.
[Investment Company Act Release No.
29879; File No. 812–13952]
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III. Notice of Filing
The Commission establishes Docket
No. CP2012–3 for consideration of
matters raised by the Postal Service’s
Notice.
The Commission appoints James F.
Callow as Public Representative in this
proceeding.
Comments. Interested persons may
submit comments on whether the Postal
Service’s filings in the captioned docket
are consistent with the policies of 39
U.S.C. 3632 or 3633, or 39 CFR part
3015. Comments are due no later than
December 16, 2011. The public portions
of these filings can be accessed via the
Commission’s Web site (https://www.prc.
gov).
IV. Ordering Paragraphs
It is ordered:
1. The Commission establishes Docket
No. CP2012–3 for consideration of the
matters raised in this docket.
2. Comments by interested persons in
this proceeding are due no later than
December 16, 2011.
3. Pursuant to 39 U.S.C. 505, James F.
Callow is appointed to serve as officer
of the Commission (Public
Representative) to represent the interest
of the general public in this proceeding.
4. The Secretary shall arrange for
publication of this order in the Federal
Register.
By the Commission.
Shoshana M. Grove,
Secretary.
[FR Doc. 2011–32046 Filed 12–13–11; 8:45 am]
BILLING CODE 7710–FW–P
SECURITIES AND EXCHANGE
COMMISSION
Seasons Series Trust, et al.; Notice of
Application
December 8, 2011.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
AGENCY:
PO 00000
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Sfmt 4703
77857
Act of 1940 (‘‘Act’’) for an exemption
from rule 12d1–2(a) under the Act.
Summary of Application:
Applicants request an order to permit
open-end management investment
companies relying on rule 12d1–2 under
the Act to invest in certain financial
instruments.
APPLICANTS: Seasons Series Trust
(‘‘Seasons’’), SunAmerica Series Trust
(‘‘Series Trust’’), VALIC Company II
(‘‘VALIC II’’), SunAmerica Series, Inc.
(‘‘SunAmerica Series’’ and collectively
with Seasons, Series Trust and VALIC
II, the ‘‘Companies’’), SunAmerica Asset
Management Corp. (‘‘SAAMCo’’), The
Variable Annuity Life Insurance
Company (‘‘VALIC’’), SunAmerica
Capital Services, Inc. (‘‘SACS’’) and
American General Distributors, Inc.
(‘‘AGDI’’ and collectively with the
Companies, SAAMCo, VALIC and
SACS, the ‘‘Applicants’’).
DATES: Filing Date: The application was
filed on August 31, 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 January 3, 2012 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: Seasons and Series Trust,
One SunAmerica Center, Los Angeles,
CA 90067; VALIC II, VALIC, and AGDI,
2929 Allen Parkway, Houston, TX
77019; SunAmerica Series, SAAMCo,
and SACS, Harborside Financial Center,
3200 Plaza 5, Jersey City, NJ 07311.
FOR FURTHER INFORMATION CONTACT: Jill
Ehrlich, Senior Counsel, at (202) 551–
6819, 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
SUMMARY:
E:\FR\FM\14DEN1.SGM
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77858
Federal Register / Vol. 76, No. 240 / Wednesday, December 14, 2011 / Notices
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
mstockstill on DSK4VPTVN1PROD with NOTICES
Applicants’ Representations
1. Each of Seasons and Series Trust is
organized as a Massachusetts business
trust, VALIC II is organized as a
Delaware statutory trust, and
SunAmerica Series is organized as a
Maryland corporation. Each of the
Companies is registered under the Act
as an open-end management investment
company. SAAMCo, a Delaware
corporation, is an indirect, wholly
owned subsidiary of American
International Group, Inc. (‘‘AIG’’).
VALIC, a Texas corporation, is an
indirect, wholly owned subsidiary of
AIG. Each of SAAMCo and VALIC is an
investment adviser registered under the
Investment Advisers Act of 1940
(‘‘Advisers Act’’). Either SAAMCo or
VALIC currently serves as investment
adviser to each existing Fund of Funds
(as defined below). SACS, a Delaware
corporation, is an indirect, wholly
owned subsidiary of AIG. AGDI, a
Delaware corporation, is also an
indirect, wholly owned subsidiary of
AIG. Each of SACS and AGDI is
registered as a broker-dealer under the
Securities Exchange Act of 1934
(‘‘Exchange Act’’), and SACS, and in
certain cases AGDI, serve as the
distributors for certain of the Funds of
Funds.
2. Applicants request the exemption
to the extent necessary to permit any
existing or future series of the
Companies or any other existing or
future registered open-end management
investment company or series thereof
that: (i) Is advised by SAAMCo or
VALIC or an entity controlling,
controlled by, or under common control
with SAAMCo or VALIC (any such
adviser, SAAMCo or VALIC, an
‘‘Adviser’’); 1 (ii) invests in other
registered open-end management
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, a ‘‘Fund of Funds’’), to also
invest, to the extent consistent with its
investment objectives, policies,
strategies and limitations, in financial
instruments which may not be securities
within the meaning of section 2(a)(36) of
the Act (‘‘Other Investments’’).2
1 Any other Adviser also will be registered under
the Advisers Act.
2 Every existing entity that currently intends to
rely on the requested order is named as an
Applicant. Any entity that relies on the order in the
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Applicants also request that the order
exempt any entity controlling,
controlled by or under common control
with SACS or AGDI 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 Fund of
Funds’ board of trustees/directors will
review the advisory fees charged by the
Fund of Funds’ Adviser to ensure that
they are based on services provided that
are in addition to, rather than
duplicative of, services provided
pursuant to the advisory agreement of
any investment company in which the
Fund of Funds may invest.
Applicants’ Legal Analysis
1. Section 12(d)(1)(A) of the Act
provides that no registered investment
company (‘‘acquiring company’’) may
acquire securities of another investment
company (‘‘acquired company’’) if such
securities represent more than 3% of the
acquired company’s outstanding voting
stock or more than 5% of the acquiring
company’s total assets, or if such
securities, together with the securities of
other investment companies, represent
more than 10% of the acquiring
company’s total assets. Section
12(d)(1)(B) of the Act provides that no
registered open-end investment
company may sell its securities to
another investment company if the sale
will cause the acquiring company to
own more than 3% of the acquired
company’s voting stock, or cause more
than 10% of the acquired company’s
voting stock to be owned by investment
companies and companies controlled by
them.
2. Section 12(d)(1)(G) of the Act
provides, in part, that section 12(d)(1)
will not apply to securities of an
acquired company purchased by an
acquiring company if: (i) The acquired
company and acquiring company are
part of the same group of investment
companies; (ii) the acquiring company
holds only securities of acquired
companies that are part of the same
group of investment companies,
government securities, and short-term
paper; (iii) the aggregate sales loads and
distribution-related fees of the acquiring
company and the acquired company are
not excessive under rules adopted
pursuant to section 22(b) or section
22(c) of the Act by a securities
association registered under section 15A
of the Exchange Act or by the
Commission; and (iv) the acquired
company has a policy that prohibits it
future will do so only in accordance with the terms
and condition in the Application.
PO 00000
Frm 00093
Fmt 4703
Sfmt 4703
from acquiring securities of registered
open-end investment companies or
registered unit investment trusts in
reliance on section 12(d)(1)(F) or
12(d)(1)(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 Funds of
Funds will comply with rule 12d1–2
under the Act, but for the fact that the
Funds of Funds may invest a portion of
their assets in Other Investments.
Applicants request an order under
section 6(c) of the Act for an exemption
from rule 12d1–2(a) to allow the Funds
of Funds to invest in Other Investments
while investing in Underlying Funds.
Applicants assert that permitting the
Funds of Funds to invest in Other
Investments as described in the
application would not raise any of the
concerns that the requirements of
section 12(d)(1) were designed to
address.
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Applicants will comply with all
provisions of rule 12d1–2 under the Act,
except for paragraph (a)(2) to the extent
that it restricts any Fund of Funds from
investing in Other Investments as
described in the application.
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Federal Register / Vol. 76, No. 240 / Wednesday, December 14, 2011 / Notices
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend the
Fee Schedule, as described below, and
implement the fee changes on December
1, 2011.
[FR Doc. 2011–32003 Filed 12–13–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Auctions
[Release No. 34–65906; File No. SR–
NYSEArca–2011–92]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending the NYSE Arca
Equities Schedule of Fees and
Charges for Exchange Services
December 7, 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 December
1, 2011, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III 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.
mstockstill on DSK4VPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
NYSE Arca Equities Schedule of Fees
and Charges for Exchange Services
(‘‘Fee Schedule’’). The text of the
proposed rule change is available at the
Exchange, the Commission’s Public
Reference Room, and https://
www.nyse.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Opening and Market Order Auctions—
Securities $1.00 and Greater
The Fee Schedule currently provides
that a fee of $0.0005 per share is charged
for orders executed in the Opening or
Market Order Auction.3 The order types
that may execute in the Opening or
Market Order Auction are Limit Orders,
Market Orders and Auction-Only
Orders, which are Limit and Market
Orders that are only to be executed
within an Auction.4 The Exchange
currently charges the $0.0005 fee for an
Auction-Only Order but not a Limit or
Market Order executed in the Opening
or Market Order Auction. The Exchange
proposes to amend the Fee Schedule to
provide that during an Opening or
Market Order Auction, the $0.0005 per
share fee will apply to executions of
Auction-Only Orders and Market
Orders. Limit Order executions in the
Opening or Market Order Auction will
continue to be free.5
Trading Halt Auction—Securities $1.00
and Greater
The Exchange does not currently
charge a fee for executions of orders in
Trading Halt Auctions.6 The Exchange
proposes to amend the Fee Schedule to
provide that during a Trading Halt
Auction, a $0.0005 per share fee will
apply to the execution of Auction-Only
3 This fee is currently referenced within the Tier
1, Tier 2 and Basic Rates sections of the Fee
Schedule and will be amended, as discussed herein,
in each instance. Auctions are described under
NYSE Arca Equities Rule 7.35.
4 See NYSE Arca Equities Rule 7.31(t). An
Auction-Only order is executable during the next
auction following entry of the order. If the AuctionOnly Order is not executed in the auction, the
balance is cancelled. Auction-Only orders are only
available for auctions that take place on the
Exchange and are not routed to other exchanges.
5 The Exchange also proposes to remove the text
from Footnote 2 of the Fee Schedule that provides
that transaction fees do not apply to orders
executed in the Opening Auction and Market Order
Auction. This text inadvertently was not removed
in 2010 when the Exchange implemented the
$0.0005 fee for orders executed in the Opening or
Market Order Auction. See Securities Exchange Act
Release No. 63056 (October 6, 2010), 75 FR 63233
(October 14, 2010) (SR–NYSEArca–2010–87).
6 As noted above for Opening and Market Order
Auctions, the order types that may execute in a
Trading Halt Auction are Limit Orders, Market
Orders and Auction-Only Orders.
PO 00000
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77859
Orders and Market Orders. Limit Order
executions in the Trading Halt Auction
will continue to be free.
Closing Auction—Securities $1.00 and
Greater
The Fee Schedule currently provides
that a fee of $0.0010 per share is charged
for Market-On-Close (‘‘MOC’’) and
Limit-On-Close (‘‘LOC’’) 7 Orders
executed in the Closing Auction.8 The
Exchange also currently charges this
$0.0010 fee for Auction-Only Orders
that are executed in the Closing
Auction, which are effectively
equivalent to a MOC Order or LOC
Order, but does not charge for Market
Orders or Limit Orders that are executed
in the Closing Auction. The Exchange
proposes to amend the Fee Schedule to
provide that, in addition to MOC and
LOC Orders, Auction-Only and Market
Orders that are executed in the Closing
Auction will be charged the $0.0010 fee.
Limit Order executions in the Closing
Auction will continue to be free.
All Auctions—Securities Less Than
$1.00
The Fee Schedule does not currently
provide for a fee for executions during
auctions on the Exchange in securities
priced below $1.00.9 The Exchange
proposes to amend the Fee Schedule to
reflect that a fee of 0.1% of the total
dollar value of the order will be charged
for round lot and odd lot executions of
securities priced below $1.00 that take
place during an Opening, Market Order,
Trading Halt or Closing Auction. The
7 See NYSE Arca Equities Rule 7.31(dd) and (ee).
MOC Orders are Market Orders and LOC Orders are
Limit Orders that are to be executed only during the
Closing Auction, except that the Exchange rejects
MOC and LOC Orders in securities for which the
Exchange is not the primary market or when the
auction is suspended pursuant to NYSE Arca
Equities Rule 7.35(g).
8 The Closing Auction MOC and LOC fees are
currently referenced within the Tier 1, Tier 2 and
Basic Rates sections of the Fee Schedule and will
be amended, as discussed herein, in each instance.
However, the Exchange notes that when it
implemented the Closing Auction MOC and LOC
fee in October 2009, it stated that the fee would
apply for all pricing levels, including tiered and
basic rate pricing, but inadvertently did not reflect
this particular fee for Tape A securities in the Basic
Rates section of the Fee Schedule. See Securities
Exchange Act Release No. 60834 (October 16, 2009),
74 FR 54612 (October 22, 2009) (SR–NYSEArca–
2009–88). The Exchange notes that Closing
Auctions in Tape A securities are rarely conducted
on the Exchange, if at all, but instead are conducted
on the primary market for the particular security.
The proposed rule change will correct this
inadvertent omission and ensure that the Fee
Schedule will provide for the appropriate fee if a
Closing Auction is conducted on the Exchange in
a Tape A security.
9 In limited circumstances the Exchange
inadvertently has charged for executions during
auctions on the Exchange in securities priced below
$1.00, but has since rebated ETP Holders for any
such charges.
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]]>Agencies
[Federal Register Volume 76, Number 240 (Wednesday, December 14, 2011)]
[Notices]
[Pages 77857-77859]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-32003]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29879; File No. 812-13952]
Seasons Series Trust, et al.; Notice of Application
December 8, 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: Seasons Series Trust (``Seasons''), SunAmerica Series Trust
(``Series Trust''), VALIC Company II (``VALIC II''), SunAmerica Series,
Inc. (``SunAmerica Series'' and collectively with Seasons, Series Trust
and VALIC II, the ``Companies''), SunAmerica Asset Management Corp.
(``SAAMCo''), The Variable Annuity Life Insurance Company (``VALIC''),
SunAmerica Capital Services, Inc. (``SACS'') and American General
Distributors, Inc. (``AGDI'' and collectively with the Companies,
SAAMCo, VALIC and SACS, the ``Applicants'').
DATES: Filing Date: The application was filed on August 31, 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 January 3, 2012 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: Seasons and Series Trust,
One SunAmerica Center, Los Angeles, CA 90067; VALIC II, VALIC, and
AGDI, 2929 Allen Parkway, Houston, TX 77019; SunAmerica Series, SAAMCo,
and SACS, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ
07311.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819, 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
[[Page 77858]]
Company name box, at https://www.sec.gov/search/search.htm or by calling
(202) 551-8090.
Applicants' Representations
1. Each of Seasons and Series Trust is organized as a Massachusetts
business trust, VALIC II is organized as a Delaware statutory trust,
and SunAmerica Series is organized as a Maryland corporation. Each of
the Companies is registered under the Act as an open-end management
investment company. SAAMCo, a Delaware corporation, is an indirect,
wholly owned subsidiary of American International Group, Inc.
(``AIG''). VALIC, a Texas corporation, is an indirect, wholly owned
subsidiary of AIG. Each of SAAMCo and VALIC is an investment adviser
registered under the Investment Advisers Act of 1940 (``Advisers
Act''). Either SAAMCo or VALIC currently serves as investment adviser
to each existing Fund of Funds (as defined below). SACS, a Delaware
corporation, is an indirect, wholly owned subsidiary of AIG. AGDI, a
Delaware corporation, is also an indirect, wholly owned subsidiary of
AIG. Each of SACS and AGDI is registered as a broker-dealer under the
Securities Exchange Act of 1934 (``Exchange Act''), and SACS, and in
certain cases AGDI, serve as the distributors for certain of the Funds
of Funds.
2. Applicants request the exemption to the extent necessary to
permit any existing or future series of the Companies or any other
existing or future registered open-end management investment company or
series thereof that: (i) Is advised by SAAMCo or VALIC or an entity
controlling, controlled by, or under common control with SAAMCo or
VALIC (any such adviser, SAAMCo or VALIC, an ``Adviser''); \1\ (ii)
invests in other registered open-end management 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, a ``Fund of Funds''), to also invest, to the extent consistent
with its investment objectives, policies, strategies and limitations,
in financial instruments which 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 SACS or AGDI 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 entity that relies on
the order in the future will do so only in accordance with the terms
and condition in the Application.
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3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of trustees/directors will review the advisory
fees charged by the Fund of Funds' Adviser to ensure that they are
based on services provided that are in addition to, rather than
duplicative of, services provided pursuant to the advisory agreement of
any investment company in which the Fund of Funds may invest.
Applicants' Legal Analysis
1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides, in part, that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) The acquired company and acquiring
company are part of the same group of investment companies; (ii) the
acquiring company holds only securities of acquired companies that are
part of the same group of investment companies, government securities,
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Exchange Act 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 12(d)(1)(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 Funds of Funds will comply with rule
12d1-2 under the Act, but for the fact that the Funds of Funds may
invest a portion of their assets in Other Investments. Applicants
request an order under section 6(c) of the Act for an exemption from
rule 12d1-2(a) to allow the Funds of Funds to invest in Other
Investments while investing in Underlying Funds. Applicants assert that
permitting the Funds of Funds to invest in Other Investments as
described in the application would not raise any of the concerns that
the requirements of section 12(d)(1) were designed to address.
Applicants' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Fund of Funds from investing in Other Investments as described in the
application.
[[Page 77859]]
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-32003 Filed 12-13-11; 8:45 am]
BILLING CODE 8011-01-P
