Securian Funds Trust, et al.; Notice of Application, 5846-5847 [2013-01643]
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Federal Register / Vol. 78, No. 18 / Monday, January 28, 2013 / Notices
limitation, that their respective Boards
and investment advisers understand the
terms and conditions of the order and
agree to fulfill their respective
responsibilities under the order. At the
time of its investment in shares of an
Unaffiliated Investment Company in
excess of the limit set forth in section
12(d)(1)(A)(i), the Fund of Funds will
notify the Unaffiliated Investment
Company of the investment. At such
time, the Fund of Funds will also
transmit to the Unaffiliated Investment
Company a list of the names of each
Fund of Funds Affiliate and
Underwriting Affiliate. The Fund of
Funds will notify the Unaffiliated
Investment Company of any changes to
the list as soon as reasonably practicable
after a change occurs. The Unaffiliated
Investment Company and the Fund of
Funds will maintain and preserve a
copy of the Requested Order, the
Participation Agreement, and such list
with any updated information for the
duration of the investment and for a
period of not less than six years
thereafter, the first two years in an
easily accessible place.
9. Before approving any advisory
contract under section 15 of the Act, the
Board of each Fund of Funds, including
a majority of the Independent Trustees,
shall find that the advisory fees charged
to the Fund of Funds under the advisory
contract(s) are based on services
provided that are in addition to, rather
than duplicative of, services provided
under the advisory contract(s) of any
Underlying Fund in which the Fund of
Funds may invest. Such finding, and the
basis upon which the finding was made,
will be recorded fully in the minute
books of the appropriate Fund of Funds.
10. The Manager will waive fees
otherwise payable to it by a Fund of
Funds in an amount at least equal to any
compensation (including fees received
pursuant to any plan adopted by an
Unaffiliated Investment Company under
rule 12b–1 under the Act) received from
an Unaffiliated Fund by the Manager, or
an affiliated person of the Manager,
other than any advisory fees paid to the
Manager or its affiliated person by an
Unaffiliated Investment Company, in
connection with the investment by the
Fund of Funds in the Unaffiliated Fund.
Any Subadviser will waive fees
otherwise payable to the Subadviser,
directly or indirectly, by the Fund of
Funds in an amount at least equal to any
compensation received by the
Subadviser, or an affiliated person of the
Subadviser, from an Unaffiliated Fund,
other than any advisory fees paid to the
Subadviser or an affiliated person of the
Subadviser by the Unaffiliated
Investment Company, in connection
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with the investment by the Fund of
Funds in the Unaffiliated Fund made at
the direction of the Subadviser. In the
event that the Subadviser waives fees,
the benefit of the waiver will be passed
through to the Fund of Funds.
11. With respect to Registered
Separate Accounts that invest in a Fund
of Funds, no sales load will be charged
at the Fund of Funds level or at the
Underlying Fund level. Other sales
charges and service fees, as defined in
NASD Conduct Rule 2830, if any, will
be charged only at the Fund of Funds
level or at the Underlying Fund level,
not both. With respect to other
investments in a Fund of Funds, any
sales charges and/or service fees
charged with respect to shares of a Fund
of Funds will not exceed the limits
applicable to funds of funds set forth in
NASD Conduct Rule 2830.
12. No Underlying Fund will acquire
securities of any other investment
company or company relying on section
3(c)(1) or 3(c)(7) of the Act in excess of
the limits contained in section
12(d)(1)(A) of the Act, except to the
extent that such Underlying Fund: (a)
Acquires such securities in compliance
with section 12(d)(1)(E) of the Act and
either is an Affiliated Fund or is in the
same ‘‘group of investment companies,’’
as defined in section 12(d)(1)(G)(ii) of
the Act, as its corresponding master
fund; (b) receives securities of another
investment company as a dividend or as
a result of a plan of reorganization of a
company (other than a plan devised for
the purpose of evading section 12(d)(1)
of the Act); or (c) acquires (or is deemed
to have acquired) securities of another
investment company pursuant to
exemptive relief from the Commission
permitting such Underlying Fund to: (i)
Acquire securities of one or more
investment companies for short-term
cash management purposes, or (ii)
engage in interfund borrowing and
lending transactions.
B. Other Investments by Section
12(d)(1)(G) Funds of Funds
1. 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 Section 12(d)(1)(G)
Fund of Funds from investing in Other
Investments as described in the
application.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–01644 Filed 1–25–13; 8:45 am]
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
30354; File No. 812–14091]
Securian Funds Trust, et al.; Notice of
Application
January 22, 2013.
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:
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: Securian Funds Trust (the
‘‘Trust’’), Advantus Capital
Management, Inc. (‘‘Advantus’’), and
Securian Financial Services, Inc.
(‘‘SFS’’) (collectively, the ‘‘Applicants’’).
DATES: Filing Date: The application was
filed on November 7, 2012.
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 18, 2013 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, 400 Robert Street North, St.
Paul, MN 55101.
FOR FURTHER INFORMATION CONTACT: Jill
Ehrlich, Senior Counsel, at (202) 551–
6819, or David P. Bartels, 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 for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
SUMMARY OF APPLICATION:
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Federal Register / Vol. 78, No. 18 / Monday, January 28, 2013 / Notices
Applicants’ Representations
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1. The Trust is organized as a
Delaware statutory trust and is
registered under the Act as an open-end
management investment company.
Advantus, a Minnesota corporation, is a
wholly owned subsidiary of Securian
Financial Group, Inc. Advantus is an
investment adviser registered under the
Investment Advisers Act of 1940
(‘‘Advisers Act’’). Advantus currently
serves as the investment adviser to each
existing series of the Trust. SFS, a
Minnesota corporation, is a wholly
owned subsidiary of Securian Financial
Group, Inc. SFS is registered as a brokerdealer under the Securities Exchange
Act of 1934 (‘‘Exchange Act’’) and
serves as the distributor for each
existing series of the Trust.
2. Applicants request the exemption
to the extent necessary to permit any
existing or future series of the Trust or
any other existing or future registered
open-end management investment
company or series thereof that: (i) Is
advised by Advantus or an entity
controlling, controlled by, or under
common control with Advantus (any
such adviser, or Advantus, 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 that may not be securities
within the meaning of section 2(a)(36) of
the Act (‘‘Other Investments’’).2
Applicants also request that the order
exempt any entity controlling,
controlled by or under common control
with SFS 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 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
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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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)
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5847
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.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2013–01643 Filed 1–25–13; 8:45 am]
BILLING CODE 8011–01–P
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]]>Agencies
[Federal Register Volume 78, Number 18 (Monday, January 28, 2013)]
[Notices]
[Pages 5846-5847]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-01643]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30354; File No. 812-14091]
Securian Funds Trust, et al.; Notice of Application
January 22, 2013.
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 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: Securian Funds Trust (the ``Trust''), Advantus Capital
Management, Inc. (``Advantus''), and Securian Financial Services, Inc.
(``SFS'') (collectively, the ``Applicants'').
DATES: Filing Date: The application was filed on November 7, 2012.
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 18, 2013 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, 400 Robert Street North,
St. Paul, MN 55101.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819, or David P. Bartels, 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 for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
[[Page 5847]]
Applicants' Representations
1. The Trust is organized as a Delaware statutory trust and is
registered under the Act as an open-end management investment company.
Advantus, a Minnesota corporation, is a wholly owned subsidiary of
Securian Financial Group, Inc. Advantus is an investment adviser
registered under the Investment Advisers Act of 1940 (``Advisers
Act''). Advantus currently serves as the investment adviser to each
existing series of the Trust. SFS, a Minnesota corporation, is a wholly
owned subsidiary of Securian Financial Group, Inc. SFS is registered as
a broker-dealer under the Securities Exchange Act of 1934 (``Exchange
Act'') and serves as the distributor for each existing series of the
Trust.
2. Applicants request the exemption to the extent necessary to
permit any existing or future series of the Trust or any other existing
or future registered open-end management investment company or series
thereof that: (i) Is advised by Advantus or an entity controlling,
controlled by, or under common control with Advantus (any such adviser,
or Advantus, 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 that may
not be securities within the meaning of section 2(a)(36) of the Act
(``Other Investments'').\2\ Applicants also request that the order
exempt any entity controlling, controlled by or under common control
with SFS that now or in the future acts as principal underwriter with
respect to the transactions described in the application.
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of trustees 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.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-01643 Filed 1-25-13; 8:45 am]
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