Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC; Notice of Application, 5585-5587 [2012-2433]

Download as PDF Federal Register / Vol. 77, No. 23 / Friday, February 3, 2012 / Notices liquidating distribution to its shareholders, based on net asset value. Expenses of $175,623 and $321,286, respectively, incurred in connection with the liquidations were paid by each applicant. Filing Date: The applications were filed on December 28, 2011. Applicants’ Address: 345 Park Ave., New York, NY 10154. BlackRock Healthcare Fund, Inc. [File No. 811–3595] BlackRock Global Growth Fund, Inc. [File No. 811–8327] Summary: Each applicant seeks an order declaring that it has ceased to be an investment company. On September 12, 2011, the applicants transferred their assets to BlackRock Health Sciences Opportunities Portfolio and BlackRock Global Opportunities Portfolio, respectively, each a series of BlackRock Funds, based on net asset value. Expenses of $430,722 incurred in connection with the reorganization of BlackRock Healthcare Fund, Inc. were paid by applicant and BlackRock Advisors, LLC, its investment adviser. Expenses of $351,814 incurred in connection with the reorganization of BlackRock Global Growth Fund, Inc. were paid by BlackRock Advisors, LLC, applicant’s investment adviser. Filing Date: The applications were filed on December 22, 2011. Applicants’ Address: 100 Bellevue Parkway, Wilmington, DE 19809. Short-Term Bond Master LLC [File No. 811–10089] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On July 18, 2011, applicant made a liquidating distribution to its sole shareholder, based on net asset value. Applicant incurred no expenses in connection with the liquidation. Filing Date: The application was filed on December 22, 2011. Applicant’s Address: 55 East 52nd St., New York, NY 10055. Nakoma Mutual Funds tkelley on DSK3SPTVN1PROD with NOTICES [File No. 811–21865] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On November 4, 2011, applicant transferred its assets to Schooner Global Absolute Return Fund, a series of Trust for Professional Managers, based on net asset value. Expenses of $91,982 incurred in connection with the reorganization were paid by Nakoma Capital Management, LLC, applicant’s investment adviser, VerDate Mar<15>2010 20:48 Feb 02, 2012 Jkt 226001 and Schooner Investment Group, LLC, investment adviser to the acquiring fund. Filing Date: The application was filed on December 20, 2011. Applicant’s Address: 8040 Excelsior Dr., Suite 401, Madison, WI 53717. BlackRock International Value Trust [File No. 811–4182] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On August 15, 2011, applicant transferred its assets to BlackRock International Fund, a series of BlackRock Series, Inc., based on net asset value. Expenses of approximately $616,476 incurred in connection with the reorganization were paid by BlackRock Advisors, LLC, applicant’s investment adviser. Filing Date: The application was filed on December 22, 2011. Applicant’s Address: 100 Bellevue Parkway, Wilmington, DE 19809. BlackRock Focus Value Fund, Inc. [File No. 811–3450] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On September 12, 2011, applicant transferred its assets to BlackRock Basic Value Fund, Inc., based on net asset value. Of approximately $182,755 in expenses incurred in connection with the reorganization, $141,006 was paid by applicant and $41,749 was paid by BlackRock Advisors, LLC, applicant’s investment adviser. Filing Date: The application was filed on December 22, 2011. Applicant’s Address: 100 Bellevue Parkway, Wilmington, DE 19809. BlackRock Utilities and Telecommunications Fund, Inc. [File No. 811–6180] Frm 00106 Fmt 4703 Keystone America Fund of Growth Stock [File No. 811–5310] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On or about August 28, 1992, applicant transferred its assets to Keystone America Omega Fund, based on net asset value. Records are not available concerning the expenses incurred in connection with the reorganization. Filing Date: The application was filed on January 3, 2012. Applicant’s Address: 200 Berkeley St., Boston, MA 02116. Continental Assurance Company Separate Account B [File No. 811–1402] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On June 28, 2011, the Applicant’s governing body approved the termination of its Investment Advisory Agreement (IAA) effective November 1, 2011. The termination of the IAA required the liquidation of the Applicant, an insurance company management separate account. Shareholder approval of the liquidation was not required. Applicant distributed all its assets to shareholders on or about November 1, 2011. Total expenses of the liquidation were $9,467.60. Continental Assurance Company, the investment adviser of the Applicant, either paid these expenses directly or reimbursed the Applicant for these expenses. Filing Date: The application was filed on November 4, 2011 and amended on December 29, 2011. Applicant’s Address: 333 South Wabash Avenue, Chicago IL 60604. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2012–2399 Filed 2–2–12; 8:45 am] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On September 12, 2011, applicant transferred its assets to BlackRock Equity Dividend Fund, based on net asset value. Of approximately $158,715 in expenses incurred in connection with the reorganization $137,046 was paid by applicant and $21,669 was paid by BlackRock Advisors, LLC, applicant’s investment adviser. Filing Date: The application was filed on December 22, 2011. Applicant’s Address: 100 Bellevue Parkway, Wilmington, DE 19809. PO 00000 5585 Sfmt 4703 BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 29939; File No. 812–13982] Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, LLC; Notice of Application January 30, 2012. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application under section 6(c) of the Investment Company AGENCY: E:\FR\FM\03FEN1.SGM 03FEN1 5586 Federal Register / Vol. 77, No. 23 / Friday, February 3, 2012 / Notices Advisers Act of 1940, as amended (the ‘‘Advisers Act’’) and currently serves as investment adviser to each existing SUMMARY: Summary of Application: Applicant Series (as defined below). Applicants request an order to permit Applicants request the exemption to open-end management investment the extent necessary to permit any companies relying on rule 12d1–2 under existing or future series of the Company the Act to invest in certain financial and any other existing or future instruments. registered open-end investment Applicants: Northwestern Mutual company or series thereof that (i) is Series Fund, Inc. (‘‘Company’’) and advised by MSA or any person now or Mason Street Advisors, LLC (‘‘MSA’’). in the future controlling, controlled by DATES: Filing Dates: The application was or under common control with MSA filed on November 30, 2011. Applicants (any such adviser or MSA, an have agreed to file an amendment ‘‘Adviser’’) 1; (ii) invests in other during the notice period, the substance registered open-end investment of which is reflected in this notice. companies (‘‘Underlying Funds’’) in Hearing or Notification of Hearing: An reliance on section 12(d)(1)(G) of the order granting the application will be Act; and (iii) is also eligible to invest in issued unless the Commission orders a securities (as defined in section 2(a)(36) hearing. Interested persons may request of the Act) in reliance on rule 12d1–2 a hearing by writing to the under the Act (each an ‘‘Applicant Commission’s Secretary and serving Series’’), to also invest, to the extent applicants with a copy of the request, consistent with its investment personally or by mail. Hearing requests objectives, policies, strategies and should be received by the Commission limitations, in financial instruments that by 5:30 p.m. on February 24, 2012, and may not be securities within the should be accompanied by proof of meaning of section 2(a)(36) of the Act service on applicants, in the form of an (‘‘Other Investments’’).2 Applicants also affidavit or, for lawyers, a certificate of request that the order exempt any entity, service. Hearing requests should state including any entity controlled by or the nature of the writer’s interest, the under common control with an Adviser, reason for the request, and the issues that now or in the future acts as contested. Persons who wish to be principal underwriter, or broker or notified of a hearing may request dealer (if registered under the Securities notification by writing to the Exchange Act of 1934, as amended Commission’s Secretary. (‘‘Exchange Act’’)), with respect to the transactions described in the ADDRESSES: Elizabeth M. Murphy, application. Secretary, Securities and Exchange Consistent with its fiduciary Commission, 100 F Street NE., obligations under the Act, each Washington, DC 20549–1090; Applicants, 720 East Wisconsin Avenue, Applicant Series’ board of directors will review the advisory fees charged by the Milwaukee, Wisconsin 53202. Applicant Series’ Adviser to ensure that FOR FURTHER INFORMATION CONTACT: the fees are based on services provided Barbara T. Heussler, Senior Counsel, at that are in addition to, rather than (202) 551–6990, or Jennifer L. Sawin, duplicative of, services provided Branch Chief, at (202) 551–6821 pursuant to the advisory agreement of (Division of Investment Management, any investment company in which the Office of Investment Company Applicant Series may invest. Regulation). Applicants’ Legal Analysis SUPPLEMENTARY INFORMATION: The following is a summary of the Section 12(d)(1)(A) of the Act application. The complete application provides that no registered investment may be obtained via the Commission’s company (‘‘acquiring company’’) may Web site by searching for the file acquire securities of another investment number, or an applicant using the company (‘‘acquired company’’) if such Company name box, at https://www.sec. securities represent more than 3% of the gov/search/search.htm or by calling acquired company’s outstanding voting (202) 551–8090. stock or more than 5% of the acquiring company’s total assets, or if such Applicants’ Representations The Company is organized as a 1 Any other Adviser will also be registered under Maryland corporation and is registered the Advisers Act. 2 Every existing entity that currently intends to under the Act as an open-end rely on the requested order is named as an management investment company. applicant. Any existing or future entity that relies MSA, a Delaware limited liability on the requested order will do so only in company, is an investment adviser accordance with the terms and condition in the application. registered under the Investment tkelley on DSK3SPTVN1PROD with NOTICES Act of 1940 (‘‘Act’’) for an exemption from rule 12d1–2(a) under the Act. VerDate Mar<15>2010 20:48 Feb 02, 2012 Jkt 226001 PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 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. 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. 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. 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 E:\FR\FM\03FEN1.SGM 03FEN1 Federal Register / Vol. 77, No. 23 / Friday, February 3, 2012 / Notices 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. Applicants state that the Applicant Series will comply with rule 12d1–2 under the Act, but for the fact that the Applicant Series 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 Series to invest in Other Investments while investing in Underlying Funds. Applicants assert that permitting the Applicant Series 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 Applicant Series 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. BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–66271; File No. SR–ISE– 2012–05] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Pilot Program Relating to Individual Securities Circuit Breakers tkelley on DSK3SPTVN1PROD with NOTICES January 30, 2012. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on January 24, 2012, the International Securities Exchange, LLC (the ‘‘Exchange’’ or the ‘‘ISE’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. VerDate Mar<15>2010 20:48 Feb 02, 2012 Jkt 226001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend Rule 2102 (Hours of Business) to extend the expiration of the pilot rule. The text of the proposed rule change is available on the Exchange’s Internet Web site at https://www.ise.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change [FR Doc. 2012–2433 Filed 2–2–12; 8:45 am] 1 15 have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1. Purpose The Exchange proposes to amend ISE Rule 2102 to extend the expiration of the pilot rule. Initial amendments to ISE Rule 2102 to allow the Exchange to pause trading in an individual stock when the primary listing market for such stock issues a trading pause were approved by the Securities and Exchange Commission (‘‘Commission’’) on June 10, 2010 on a pilot basis to end on December 10, 2010.3 The pilot was then extended to expire on April 11, 2011.4 On March 21, 2011, ISE Rule 2101 was amended to state that the pilot would expire on the earlier of August 11, 2011 or the date on which a limit up/limit down mechanism to address extraordinary market volatility, if adopted, would apply.5 On August 9, 3 See Securities Exchange Act Release No. 62252 (June 10, 2010), 75 FR 34186 (June 16, 2010) (SR– ISE–2010–48). 4 See Securities Exchange Act Release No. 63506 (December 9, 2010), 75 FR 78301 (December 15, 2010) (SR–ISE–2010–117). 5 See Securities Exchange Act Release No. 64193 (April 5, 2011), 76 FR 20062 (April 11, 2011) (SR– ISE–2011–17). PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 5587 2011, ISE Rule 2101 was once again amended to extend the pilot to January 31, 2012.6 On September 10, 2010, ISE Rule 2102 was amended to expand the pilot rule to apply to the Russell 1000® Index and other specified exchange traded products.7 On June 23, 2011, ISE Rule 2102 was amended again to expand the pilot rule to apply to all NMS Stocks.8 The Exchange now proposes to extend the date by which this pilot rule will expire to July 31, 2012. Extending this pilot program will provide the exchanges with a continued opportunity to assess the effect of this rule proposal on the markets. 2. Statutory Basis The statutory basis for the proposed rule change is Section 6(b)(5) of the Act,9 which requires the rules of an exchange to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. The proposed rule change also is designed to support the principles of Section 11A(a)(1) 10 of the Act in that it seeks to assure fair competition among brokers and dealers and among exchange markets. The Exchange believes that the proposed rule meets these requirements in that it promotes uniformity across markets concerning decisions to pause trading in a security when there are significant price movements. B. Self-Regulatory Organization’s Statement on Burden on Competition The proposed rule change does not impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. 6 See Securities Exchange Act Release No. 65072 (August 9, 2011), 76 FR 50513 (August 15, 2011) (SR–ISE–2011–52). 7 See Securities Exchange Act Release No. 62884 (September 10, 2010), 75 FR 56618 (September 16, 2010) (SR–ISE–2010–66). 8 See Securities Exchange Act Release No. 64735 (June 23, 2011), 76 FR 38243 (June 29, 2011) (SR– ISE–2011–028). 9 15 U.S.C. 78f(b)(5). 10 15 U.S.C. 78k–1(a)(1). E:\FR\FM\03FEN1.SGM 03FEN1

Agencies

[Federal Register Volume 77, Number 23 (Friday, February 3, 2012)]
[Notices]
[Pages 5585-5587]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-2433]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29939; File No. 812-13982]


Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, 
LLC; Notice of Application

January 30, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company

[[Page 5586]]

Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) under the 
Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
open-end management investment companies relying on rule 12d1-2 under 
the Act to invest in certain financial instruments.
    Applicants: Northwestern Mutual Series Fund, Inc. (``Company'') and 
Mason Street Advisors, LLC (``MSA'').

DATES: Filing Dates: The application was filed on November 30, 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 February 24, 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: Elizabeth M. Murphy, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, 
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, 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

    The Company is organized as a Maryland corporation and is 
registered under the Act as an open-end management investment company. 
MSA, a Delaware limited liability company, is an investment adviser 
registered under the Investment Advisers Act of 1940, as amended (the 
``Advisers Act'') and currently serves as investment adviser to each 
existing Applicant Series (as defined below).
    Applicants request the exemption to the extent necessary to permit 
any existing or future series of the Company and any other existing or 
future registered open-end investment company or series thereof that 
(i) is advised by MSA or any person now or in the future controlling, 
controlled by or under common control with MSA (any such adviser or 
MSA, an ``Adviser'') \1\; (ii) 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 Series''), to also 
invest, to the extent consistent with its investment objectives, 
policies, strategies and limitations, in financial instruments that may 
not be securities within the meaning of section 2(a)(36) of the Act 
(``Other Investments'').\2\ Applicants also request that the order 
exempt any entity, including any entity controlled by or under common 
control with an Adviser, that now or in the future acts as principal 
underwriter, or broker or dealer (if registered under the Securities 
Exchange Act of 1934, as amended (``Exchange Act'')), with respect to 
the transactions described in the application.
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    \1\ Any other Adviser will also 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 requested order will do so only in 
accordance with the terms and condition in the application.
---------------------------------------------------------------------------

    Consistent with its fiduciary obligations under the Act, each 
Applicant Series' board of directors will review the advisory fees 
charged by the Applicant Series' Adviser to ensure that the fees 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 Series may invest.

Applicants' Legal Analysis

    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.
    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.
    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.
    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

[[Page 5587]]

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.
    Applicants state that the Applicant Series will comply with rule 
12d1-2 under the Act, but for the fact that the Applicant Series 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 Series to invest in Other 
Investments while investing in Underlying Funds. Applicants assert that 
permitting the Applicant Series 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 
Applicant Series 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. 2012-2433 Filed 2-2-12; 8:45 am]
BILLING CODE 8011-01-P
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