The Dreyfus Corporation, et al.; Notice of Application, 39789-39793 [2013-15841]

Download as PDF tkelley on DSK3SPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 127 / Tuesday, July 2, 2013 / Notices investment in which an ‘‘Affiliated CoInvestor’’ (as defined below) has acquired or proposes to acquire the same class of securities of the same issuer, where the investment involves a joint enterprise or other joint arrangement within the meaning of rule 17d–1 in which such Fund and an Affiliated Co-Investor are participants, unless any such Affiliated Co-Investor, prior to disposing of all or part of its investment (a) gives such Manager sufficient, but not less than one day’s, notice of its intent to dispose of its investment; and (b) refrains from disposing of its investment unless such Fund has the opportunity to dispose of such Fund’s investment prior to or concurrently with, and on the same terms as, and pro rata with the Affiliated Co-Investor. The term ‘‘Affiliated CoInvestor’’ with respect to any Fund means any person who is: (a) An ‘‘affiliated person’’ (as such term is defined in section 2(a)(3) of the Act) of the Fund (other than a Third-Party Fund or Third-Party Investor); (b) the Invesco Group; (c) an officer or director of the Invesco Group; or (d) an entity (other than a Third-Party Fund) in which the Manager acts as a general partner or has a similar capacity to control the sale or disposition of the entity’s securities. The restrictions contained in this condition, however, shall not be deemed to limit or prevent the disposition of an investment by an Affiliated Co-Investor: (a) To its direct or indirect wholly-owned subsidiary, to any company (a ‘‘Parent’’) of which such Affiliated Co-Investor is a direct or indirect wholly-owned subsidiary or to a direct or indirect wholly-owned subsidiary of its Parent; (b) to immediate family members, including step and adoptive relationships, of such Affiliated Co-Investor or a trust or other investment vehicle established for any Affiliated Co-Investor or any such family member; (c) when the investment is comprised of securities that are listed on any national securities exchange registered under section 6 of the 1934 Act, (d) when the investment is comprised of securities that are national market system securities pursuant to section 11A(a)(2) of the 1934 Act and rule 11A(a)(2)–1 under the 1934 Act; or (e) when the investment is comprised of government securities as defined in section 2(a)(16) of the Act. 4. Each Fund and its Manager will maintain and preserve, for the life of such Fund and at least six years thereafter, such accounts, books and other documents as constitute the record forming the basis for the audited financial statements that are to be VerDate Mar<15>2010 16:48 Jul 01, 2013 Jkt 229001 provided to the Participants in such Fund, and each annual report of such Fund required to be sent to such Participants, and agree that all such records will be subject to examination by the Commission and its staff. Each Fund will preserve the accounts, books and other documents required to be maintained in an easily accessible place for at least the first two years. 5. The Manager of each Fund will send to each Participant who had an interest in any capital account of such Fund, at any time during the fiscal year then ended, Fund financial statements audited by such Fund’s independent accountants within 120 days after the end of the fiscal year of each of the Funds or as soon as practicable thereafter. At the end of each fiscal year, the Manager will make a valuation or have a valuation made of all of the assets of the Fund as of such fiscal year end in a manner consistent with customary practice with respect to the valuation of assets of the kind held by the Fund. In addition, as soon as practicable after the end of each fiscal year, the Manager of such Fund will send a report to each person who was a Participant in such Fund at any time during the fiscal year then ended, setting forth such tax information as shall be necessary for the preparation by the Participant of his, her or its federal and state income tax returns and a report of the investment activities of the Fund during such year. 6. In any case where purchases or sales are made by a Fund from or to an entity affiliated with the Fund by reason of a director, officer or employee of Invesco Group (a) serving as an officer, director, general partner or investment adviser of the entity, or (b) having a 5% or more investment in the entity, such individual will not participate in such Fund’s determination of whether or not to effect such purchase or sale. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–15842 Filed 7–1–13; 8:45 am] BILLING CODE 8011–01–P PO 00000 39789 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30580; File No. 812–13637] The Dreyfus Corporation, et al.; Notice of Application June 26, 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 section 15(a) of the Act and rule 18f–2 under the Act, as well as from certain disclosure requirements. AGENCY: Summary of Application: Applicants request an order that would amend and supersede a prior order (the ‘‘Non-Affiliated Sub-Adviser Order’’) 1 that permits them to enter into and materially amend subadvisory agreements for certain multi-managed funds with non-affiliated sub-advisers without shareholder approval and grants relief from certain disclosure requirements. The requested order would permit applicants to enter into, and amend, such agreements with Wholly-Owned Sub-Advisers (as defined below) and non-affiliated subadvisers without shareholder approval. APPLICANTS: BNY Mellon Funds Trust (‘‘BNY Mellon Funds’’), Strategic Funds, Inc. (‘‘Strategic Funds’’), The Dreyfus/ Laurel Funds, Inc. (‘‘Dreyfus/Laurel Funds’’) (each, an ‘‘Investment Company’’ and together, the ‘‘Investment Companies’’) and The Dreyfus Corporation (‘‘Dreyfus’’). DATES: Filing Dates: The application was filed on March 2, 2009, and amended on April 14, 2009, December 27, 2012, May 1, 2013 and June 21, 2013. 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 July 22, 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 SUMMARY: 1 Strategic Funds, Inc., et al., Investment Company Act Release Nos. 29064 (Nov. 30, 2009) (notice) and 29097 (Dec. 23, 2009) (order). Frm 00086 Fmt 4703 Sfmt 4703 E:\FR\FM\02JYN1.SGM 02JYN1 39790 Federal Register / Vol. 78, No. 127 / Tuesday, July 2, 2013 / Notices notification by writing to the Commission’s Secretary. ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants, 200 Park Avenue, New York, New York 10166. FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Sr., Senior Attorney, at (202) 551–6868, or Daniele Marchesani, Branch Chief, at (202) 551– 6821 (Division of Investment Management, Exemptive Applications Office). 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 http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. tkelley on DSK3SPTVN1PROD with NOTICES Applicants’ Representations 1. Each Investment Company is organized as a Massachusetts business trust or a Maryland corporation and is registered with the Commission as an open-end management investment company under the Act. Each Investment Company offers one or more series of shares (each a ‘‘Series’’ and collectively, ‘‘Series’’) with its own distinct investment objectives, policies and restrictions. Each Series has, or will have, as its investment adviser, Dreyfus or another investment adviser controlling, controlled by or under common control with Dreyfus or its successors (each, an ‘‘Adviser’’ and, collectively with the Series and the Investment Companies, the ‘‘Applicants’’).2 Dreyfus, a New York corporation, is a wholly-owned subsidiary and the primary mutual fund business of The Bank of New York Mellon Corporation, a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and serving more than 100 markets.3 2 Each Adviser is, or will be, registered with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (‘‘Advisers Act’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from reorganization into another jurisdiction or a change in the type of business organization. 3 Applicants request that the relief apply to the Applicants, as well as to any future Series and any other existing or future registered open-end management investment company or series thereof that is advised by an Adviser, uses the multimanager structure described in the application, and complies with the terms and conditions of the application (‘‘Sub-Advised Series’’). All registered open-end investment companies that currently VerDate Mar<15>2010 16:48 Jul 01, 2013 Jkt 229001 2. The Adviser serves as the investment adviser to each Series pursuant to an investment advisory agreement with the applicable Investment Company (‘‘Investment Management Agreement’’). The Investment Management Agreement for each existing Series was approved by the board of trustees/directors of the applicable Investment Company (the ‘‘Board’’), including a majority of the members of the Board who are not ‘‘interested persons,’’ as defined in section 2(a)(19) of the Act, of the Series or the Adviser (‘‘Independent Board Members’’) and by the shareholders of that Series as required by sections 15(a) and 15(c) of the Act and rule 18f–2 thereunder. The terms of the Investment Management Agreements comply with section 15(a) of the Act. Each other Investment Management Agreement will comply with section 15(a) of the Act and will be similarly approved. 3. Under the terms of each Investment Management Agreement, the Adviser, subject to the supervision of the applicable Board, provides continuous investment management of the assets of each Series.4 The Adviser provides investment management of each Series’ portfolio in accordance with the investment objectives and policies of the Series. For its services to each Series under the applicable Investment Management Agreement, the Adviser receives an investment management fee intend to rely on the requested order are named as Applicants. All Series that currently are, or that currently intend to be, Sub-Advised Series are identified in the application. Any entity that relies on the requested order will do so only in accordance with the terms and conditions contained the application. The requested relief will not extend to any sub-adviser, other than a WhollyOwned Sub-Adviser, who is an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, of the Sub-Advised Series or of the Adviser, other than by reason of serving as a sub-adviser to one or more of the Sub-Advised Series or another investment company registered under the 1940 Act for which the Adviser serves as investment adviser (‘‘Affiliated Sub-Adviser’’). 4 The Adviser may engage EACM Advisors LLC (‘‘EACM’’), its affiliate and an investment adviser registered under the Advisers Act, or any other affiliated or non-affiliated entity registered as an investment adviser under the Advisers Act (each, a ‘‘Portfolio Allocation Manager’’) to assist the Adviser in evaluating and recommending SubAdvisers for a Sub-Advised Series and recommending the portion of a Sub-Advised Series’ assets to be managed by each Sub-Adviser, as well as monitoring and evaluating the performance of Sub-Advisers for a Sub-Advised Series and recommending whether a Sub-Adviser should be terminated by a Sub-Advised Series. However, it is the Adviser’s overall responsibility to select, subject to the review and approval of the Board, one or more Sub-Advisers to manage all or part of a SubAdvised Series’ assets, determine what portion of that Sub-Advised Series’ assets to be managed by any given Sub-Adviser, review the Sub-Advisers’ performance and recommend whether Sub-Advisers should be terminated. PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 from that Series based on either the average net assets of that Series or that Series’ investment performance over a particular period compared to a benchmark. Each Investment Management Agreement permits the Adviser, subject to the approval of the applicable Board, including a majority of the Independent Board Members, to enter into investment sub-advisory agreements with one or more SubAdvisers to manage all or a portion of the assets of a Sub-Advised Series.5 4. Applicants request an order to permit the Adviser, subject to the approval of the Board, including a majority of the Independent Board Members, to, without obtaining shareholder approval: (i) Select SubAdvisers to manage all or a portion of the assets of a Series and enter into SubAdvisory Agreements (as defined below) with the Sub-Advisers, and (ii) materially amend Sub-Advisory Agreements with the Sub-Advisers.6 5. Pursuant to each Investment Management Agreement, the Adviser has overall responsibility for the management and investment of the assets of each Sub-Advised Series; these responsibilities include recommending the removal or replacement of SubAdvisers, determining the portion of that Sub-Advised Series’ assets to be managed by any given Sub-Adviser and reallocating those assets as necessary from time to time.7 6. The Adviser has entered into subadvisory agreements with Sub-Advisers (‘‘Sub-Advisory Agreements’’) to provide investment management services to the Sub-Advised Series.8 The 5 As used herein, a ‘‘Sub-Adviser’’ is (1) an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the Adviser for that Series, or (2) a sister company of the Adviser for that Series that is an indirect or direct ‘‘whollyowned subsidiary’’ (as such term is defined in the Act) of the same company that, indirectly or directly, wholly owns the Adviser (each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’ and collectively, the ‘‘Wholly-Owned Sub-Advisers’’), or (3) not an ‘‘affiliated person’’ (as such term is defined in section 2(a)(3) of the Act) of the Series, applicable Investment Company, or the Adviser, except to the extent that an affiliation arises solely because the sub-adviser serves as a Sub-Adviser to a Series (each a ‘‘Non-Affiliated Sub-Adviser’’). 6 Shareholder approval will continue to be required for any other sub-adviser change (not otherwise permitted by rule or other action of the Commission or staff) and material amendments to an existing sub-advisory agreement with any subadviser other than a Non-Affiliated Sub-Adviser or a Wholly-Owned Sub-Adviser (all such changes referred to as ‘‘Ineligible Sub-Adviser Changes’’). 7 The Adviser has entered into an agreement with EACM to act as Portfolio Allocation Manager in respect of Dreyfus Select Managers Small Cap Growth Fund and Dreyfus Select Managers Small Cap Value Fund. 8 If the name of any Sub-Advised Series contains the name of a Sub-adviser, the name of the Adviser E:\FR\FM\02JYN1.SGM 02JYN1 Federal Register / Vol. 78, No. 127 / Tuesday, July 2, 2013 / Notices tkelley on DSK3SPTVN1PROD with NOTICES terms of each Sub-Advisory Agreement comply fully with the requirements of section 15(a) of the Act and were approved by the applicable Board, including a majority of the Independent Board Members, and, to the extent that the Non-Affiliated Sub-Adviser Order did not apply, the shareholders of the Sub-Advised Series in accordance with sections 15(a) and 15(c) of the Act and rule 18f–2 thereunder. The SubAdvisers, subject to the supervision of the Adviser and oversight of the applicable Board, make the day-to-day investment decisions for the SubAdvised Series. The Adviser will compensate each Sub-Adviser out of the fee paid to the Adviser under the relevant Investment Management Agreement. 7. Sub-Advised Series will inform shareholders of the hiring of a new SubAdviser pursuant to the following procedures (‘‘Modified Notice and Access Procedures’’): (a) Within 90 days after a new Sub-Adviser is hired for any Sub-Advised Series, that Sub-Advised Series will send its shareholders either a Multi-manager Notice or a Multimanager Notice and Multi-manager Information Statement; 9 and (b) the Sub-Advised Series will make the Multi-manager Information Statement available on the Web site identified in the Multi-manager Notice no later than when the Multi-manager Notice (or Multi-manager Notice and Multimanager Information Statement) is first sent to shareholders, and will maintain it on that Web site for at least 90 days. In the circumstances described in the application, a proxy solicitation to approve the appointment of new SubAdvisers provides no more meaningful that serves as the primary adviser to the SubAdvised Series, or a trademark or trade name that is owned by or publicly used to identity that Adviser, will precede the name of the Sub-Adviser. 9 A ‘‘Multi-manager Notice’’ will be modeled on a Notice of Internet Availability as defined in rule 14a–16 under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), and specifically will, among other things: (a) Summarize the relevant information regarding the new Sub-Adviser; (b) inform shareholders that the Multi-manager Information Statement is available on a Web site; (c) provide the Web site address; (d) state the time period during which the Multi-manager Information Statement will remain available on that Web site; (e) provide instructions for accessing and printing the Multi-manager Information Statement; and (f) instruct the shareholder that a paper or email copy of the Multi-manager Information Statement may be obtained, without charge, by contacting the SubAdvised Series. A ‘‘Multi-manager Information Statement’’ will meet the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Exchange Act for an information statement, except as modified by the order to permit Aggregate Fee Disclosure, as defined below. Multi-manager Information Statements will be filed with the Commission via the EDGAR system. VerDate Mar<15>2010 16:48 Jul 01, 2013 Jkt 229001 information to shareholders than the proposed Multi-manager Information Statement. Applicants state that each Board would comply with the requirements of sections 15(a) and 15(c) of the Act before entering into or amending Sub-Advisory Agreements. 8. Applicants also request an order exempting the Sub-Advised Series from certain disclosure obligations that may require the Applicants to disclose fees paid by the Adviser to each SubAdviser.10 Applicants seek relief to permit each Sub-Advised Series to disclose (as a dollar amount and a percentage of the Sub-Advised Series’ net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Sub-Advisers; (b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each Affiliated SubAdviser (collectively, the ‘‘Aggregate Fee Disclosure’’). Applicants’ Legal Analysis 1. Section 15(a) of the Act states, in part, that it is unlawful for any person to act as an investment adviser to a registered investment company ‘‘except pursuant to a written contract, which contract, whether with such registered company or with an investment adviser of such registered company, has been approved by the vote of a majority of the outstanding voting securities of such registered company.’’ Rule 18f–2 under the Act states that any ‘‘matter required to be submitted . . . to the holders of the outstanding voting securities of a series company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting securities of each class or series of stock affected by such matter.’’ Further, rule 18(f)–2(c)(1) under the Act provides that a vote to approve an investment advisory contract required by section 15(a) of the Act ‘‘shall be deemed to be effectively acted upon with respect to any class or series of securities of such registered investment company if a majority of the outstanding voting securities of such class or series vote for the approval of such matter.’’ 2. Form N–1A is the registration statement used by open-end investment companies. Item 19(a)(3) of Form N–1A requires a registered investment company to disclose in its statement of additional information the method of computing the ‘‘advisory fee payable’’ by the investment company, including the total dollar amounts that the investment company ‘‘paid to the 10 Applicants are not requesting any relief with respect to any fee paid to the Portfolio Allocation Managers. PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 39791 adviser (aggregated with amounts paid to affiliated advisers, if any), and any advisers who are not affiliated persons of the adviser, under the investment advisory contract for the last three fiscal years.’’ 3. Rule 20a–1 under the Act requires proxies solicited with respect to a registered investment company to comply with Schedule 14A under the Exchange Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A, taken together, require a proxy statement for a shareholder meeting at which the advisory contract will be voted upon to include the ‘‘rate of compensation of the investment adviser,’’ the ‘‘aggregate amount of the investment adviser’s fee,’’ a description of the ‘‘terms of the contract to be acted upon,’’ and, if a change in the advisory fee is proposed, the existing and proposed fees and the difference between the two fees. 4. Regulation S–X sets forth the requirements for financial statements required to be included as part of a registered investment company’s registration statement and shareholder reports filed with the Commission. Sections 6–07(2)(a), (b), and (c) of Regulation S–X require a registered investment company to include in its financial statement information about the investment advisory fees. 5. Section 6(c) of the Act provides that the Commission by order upon application may conditionally or unconditionally exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or from any rule thereunder, if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants state that their requested relief meets this standard for the reasons discussed below. 6. Applicants assert that the shareholders expect the Adviser, subject to review and approval of the applicable Board, to select the Sub-Advisers who are in the best position to achieve the Sub-Advised Series’ investment objective. Applicants assert that, from the perspective of the shareholder, the role of the Sub-Advisers is substantially equivalent to the role of the individual portfolio managers employed by an investment adviser to a traditional investment company. Applicants believe that permitting the Adviser to perform the duties for which the shareholders of the Sub-Advised Series are paying the Adviser—the selection, supervision and evaluation of the Sub- E:\FR\FM\02JYN1.SGM 02JYN1 tkelley on DSK3SPTVN1PROD with NOTICES 39792 Federal Register / Vol. 78, No. 127 / Tuesday, July 2, 2013 / Notices Advisers—without incurring unnecessary delays or expenses is appropriate in the interest of the SubAdvised Series’ shareholders and will allow such Sub-Advised Series to operate more efficiently. Applicants state that each Investment Management Agreement will continue to be fully subject to section 15(a) of the Act and rule 18f-2 under the Act and approved by the applicable Board, including a majority of the Independent Board Members, in the manner required by sections 15(a) and 15(c) of the Act. Applicants are not seeking an exemption with respect to the Investment Management Agreements or any agreement with a Portfolio Allocation Manager. 7. Applicants assert that disclosure of the individual fees that the Adviser would pay to the Sub-Advisers of SubAdvised Series that operate under the multi-manager structure described in the application would not serve any meaningful purpose. Applicants contend that the primary reasons for requiring disclosure of individual fees paid to Sub-Advisers are to inform shareholders of expenses to be charged by a particular Sub-Advised Series and to enable shareholders to compare the fees to those of other comparable investment companies. Applicants believe that the requested relief satisfies these objectives because the advisory fee paid to the Adviser will be fully disclosed and, therefore, shareholders will know what the Sub-Advised Series’ fees and expenses are and will be able to compare the advisory fees a SubAdvised Series is charged to those of other investment companies. Applicants assert that the requested relief would benefit shareholders of the Sub-Advised Series because it would improve the Adviser’s ability to negotiate the fees paid to Sub-Advisers. The Adviser’s ability to negotiate with the various Sub-Advisers would be adversely affected by public disclosure of fees paid to each Sub-Adviser. If the Adviser is not required to disclose the SubAdvisers’ fees to the public, the Adviser may be able to negotiate rates that are below a Sub-Adviser’s ‘‘posted’’ amounts. Applicants submit that the relief will also encourage Sub-Advisers to negotiate lower sub-advisory fees with the Adviser if the lower fees are not required to be made public. 8. For the reasons discussed above, Applicants submit that the requested relief meets the standards for relief under section 6(c) of the Act. Applicants state that the operation of the SubAdvised Series in the manner described in the application must be approved by shareholders of a Sub-Advised Series VerDate Mar<15>2010 16:48 Jul 01, 2013 Jkt 229001 before that Sub-Advised Series may rely on the requested relief. In addition, Applicants state that the proposed conditions to the requested relief are designed to address any potential conflicts of interest, including any posed by the use of Wholly-owned SubAdvisers, and provide that shareholders are informed when Sub-Advisers are hired. Applicants assert that conditions 6, 7, 10 and 11 are designed to provide the Board with sufficient independence and the resources and information it needs to monitor and address any conflicts of interest with affiliated person of the Adviser, including Wholly-Owned Sub-Advisers. Applicants state that, accordingly, they believe the requested relief is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants’ Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 11 1. Before a Sub-Advised Series may rely on the order requested in the application, the operation of the SubAdvised Series in the manner described in the application, including the hiring of Wholly-Owned Sub-Advisers, will be, or has been, approved by a majority of the Sub-Advised Series’ outstanding voting securities as defined in the Act, or, in the case of a new Sub-Advised Series whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the sole initial shareholder before offering the Sub-Advised Series’ shares to the public. 2. The prospectus for each SubAdvised Series will disclose the existence, substance, and effect of any order granted pursuant to the application. Each Sub-Advised Series will hold itself out to the public as employing the multi-manager structure described in the application. Each prospectus will prominently disclose that the Adviser has the ultimate responsibility, subject to oversight by the applicable Board, to oversee the Sub-Advisers and recommend their hiring, termination and replacement. 3. The Adviser will provide general management services to a Sub-Advised Series, including overall supervisory responsibility for the general management and investment of the Sub11 Applicants will only comply with conditions 8, 9 and 12 if they rely on the relief that would allow them to provide Aggregate Fee Disclosure. PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 Advised Series’ assets. Subject to review and approval of the applicable Board, the Adviser will (a) set a Sub-Advised Series’ overall investment strategies, (b) evaluate, select, and recommend SubAdvisers to manage all or a portion of a Sub-Advised Series’ assets, and (c) implement procedures reasonably designed to ensure that Sub-Advisers comply with a Sub-Advised Series’ investment objective, policies and restrictions. Subject to review by the applicable Board, the Adviser will (a) when appropriate, allocate and reallocate a Sub-Advised Series’ assets among multiple Sub-Advisers; and (b) monitor and evaluate the performance of Sub-Advisers. 4. A Sub-Advised Series will not make any Ineligible Sub-Adviser Changes without the approval of the shareholders of the applicable SubAdvised Series. 5. Sub-Advised Series will inform shareholders of the hiring of a new SubAdviser within 90 days after the hiring of the new Sub-Adviser pursuant to the Modified Notice and Access Procedures. 6. At all times, at least a majority of the applicable Board will be Independent Board Members, and the selection and nomination of new or additional Independent Board Members will be placed within the discretion of the then-existing Independent Board Members. 7. Independent legal counsel, as defined in rule 0–1(a)(6) under the Act, will be engaged to represent the Independent Board Members. The selection of such counsel will be within the discretion of the then-existing Independent Board Members. 8. The Adviser will provide the applicable Board, no less frequently than quarterly, with information about the profitability of the Adviser on a per Sub-Advised Series basis. The information will reflect the impact on profitability of the hiring or termination of any sub-adviser during the applicable quarter. 9. Whenever a Sub-Adviser is hired or terminated, the Adviser will provide the applicable Board with information showing the expected impact on the profitability of the Adviser. 10. Whenever a Sub-Adviser change is proposed for a Sub-Advised Series with an Affiliated Sub-Adviser or a WhollyOwned Sub-Adviser, the applicable Board, including a majority of the Independent Board Members, will make a separate finding, reflected in the applicable Board minutes, that such change is in the best interests of the Sub-Advised Series and its shareholders, and does not involve a conflict of interest from which the E:\FR\FM\02JYN1.SGM 02JYN1 Federal Register / Vol. 78, No. 127 / Tuesday, July 2, 2013 / Notices Adviser or the Affiliated Sub-Adviser or Wholly-Owned Sub-Adviser derives an inappropriate advantage. 11. No board member or officer of a Sub-Advised Series, or director, manager, or officer of the Adviser, will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person), any interest in a Sub-Adviser, except for (i) ownership of interests in the Adviser or any entity, except a Wholly-Owned Sub-Adviser, that controls, is controlled by, or is under common control with the Adviser; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of a publicly traded company that is either a SubAdviser or an entity that controls, is controlled by, or is under common control with a Sub-Adviser. 12. Each Sub-Advised Series will disclose the Aggregate Fee Disclosure in its registration statement. 13. In the event the Commission adopts a rule under the Act providing substantially similar relief to that requested in the application, the requested order will expire on the effective date of that rule. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–15841 Filed 7–1–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30568; 812–14080] ETF Issuer Solutions Inc., et al.; Notice of Application June 26, 2013. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c–1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act. tkelley on DSK3SPTVN1PROD with NOTICES AGENCY: ETF Issuer Solutions Inc. (‘‘ETFis’’), ETF Actively Managed Trust (‘‘Trust) and ETF Distributors LLC (‘‘Distributor’’). APPLICANTS: VerDate Mar<15>2010 16:48 Jul 01, 2013 Jkt 229001 Applicants request an order that permits: (a) Actively-managed series of certain open-end management investment companies to issue shares (‘‘Shares’’) redeemable in large aggregations only (‘‘Creation Units’’); (b) secondary market transactions in Shares to occur at negotiated market prices; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. SUMMARY OF APPLICATION: The application was filed on September 28, 2012, and amended on March 8, 2013 and June 19, 2013. FILING DATES: An order granting the requested relief 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 July 22, 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. HEARING OR NOTIFICATION OF HEARING: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants, 501 Madison Avenue, Suite 501, New York, NY 10022. ADDRESSES: FOR FURTHER INFORMATION CONTACT: David J. Marcinkus, Attorney-Advisor, at (202) 551–6882 or Dalia Blass, Assistant Director, at (202) 551–6821 (Division of Investment Management, Exemptive Applications Office). 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 http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. SUPPLEMENTARY INFORMATION: PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 39793 Applicants’ Representations 1. The Trust is a statutory trust organized under the laws of the State of Delaware, and will be registered with the Commission as an open-end management investment company. The Trust will initially offer one activelymanaged investment series (the ‘‘Initial Fund’’). Applicants currently intend to name the Initial Fund the Manna U.S. Equity Enhanced Dividend Income Fund. 2. ETFis, a Delaware corporation, will serve as investment adviser to the Initial Fund. An Advisor (as defined below) may enter into sub-advisory agreements with investment advisers to act as subadvisers (each a ‘‘Subadvisor’’) with respect to the Funds (as defined below). Each Advisor will be registered as an ‘‘investment adviser’’ under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). Any Subadvisor will be registered under the Advisers Act, or not subject to registration. The Distributor, a Delaware limited liability company, serves as the principal underwriter and distributor for each of the Funds. The Distributor is currently in the process of registering as a brokerdealer under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), and neither the Trust nor the Initial Fund will commence operations prior to the Distributor becoming registered. The Distributor is an affiliated person of ETFis within the meaning of Section 2(a)(3)(C) of the Act.1 3. Applicants request that the order apply to the Initial Fund and any future series of the Trust or of any other openend management companies or series thereof that utilizes active management investment strategies (‘‘Future Funds’’). Any Future Fund will (a) be advised by ETFis or an entity controlling, controlled by, or under common control with ETFis (each, an ‘‘Advisor’’), and (b) comply with the terms and conditions of the application.2 The Initial Fund and Future Funds together are the ‘‘Funds.’’ Each Fund will consist of a portfolio of securities (including fixed income securities and/or equity securities), currencies, assets and other positions (‘‘Portfolio Instruments’’). If a Fund invests in derivatives, then (i) the 1 Applicants request that the order also apply to any other future principal underwriter and distributor to Future Funds (each, a ‘‘Future Distributor’’), provided that any such Future Distributor complies with the terms and conditions of the application. 2 All entities that currently intend to rely on the order are named as applicants. Any other entity that relies on the order in the future will comply with the terms and conditions of the application. An Investing Fund (as defined below) may rely on the order only to invest in Funds and not in any other registered investment company. E:\FR\FM\02JYN1.SGM 02JYN1

Agencies

[Federal Register Volume 78, Number 127 (Tuesday, July 2, 2013)]
[Notices]
[Pages 39789-39793]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-15841]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30580; File No. 812-13637]


The Dreyfus Corporation, et al.; Notice of Application

June 26, 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 section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements.

-----------------------------------------------------------------------

SUMMARY:  Summary of Application: Applicants request an order that 
would amend and supersede a prior order (the ``Non-Affiliated Sub-
Adviser Order'') \1\ that permits them to enter into and materially 
amend subadvisory agreements for certain multi-managed funds with non-
affiliated sub-advisers without shareholder approval and grants relief 
from certain disclosure requirements. The requested order would permit 
applicants to enter into, and amend, such agreements with Wholly-Owned 
Sub-Advisers (as defined below) and non-affiliated sub-advisers without 
shareholder approval.
---------------------------------------------------------------------------

    \1\ Strategic Funds, Inc., et al., Investment Company Act 
Release Nos. 29064 (Nov. 30, 2009) (notice) and 29097 (Dec. 23, 
2009) (order).

Applicants: BNY Mellon Funds Trust (``BNY Mellon Funds''), Strategic 
Funds, Inc. (``Strategic Funds''), The Dreyfus/Laurel Funds, Inc. 
(``Dreyfus/Laurel Funds'') (each, an ``Investment Company'' and 
together, the ``Investment Companies'') and The Dreyfus Corporation 
---------------------------------------------------------------------------
(``Dreyfus'').

DATES: Filing Dates: The application was filed on March 2, 2009, and 
amended on April 14, 2009, December 27, 2012, May 1, 2013 and June 21, 
2013.

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 July 22, 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

[[Page 39790]]

notification by writing to the Commission's Secretary.

ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants, 
200 Park Avenue, New York, New York 10166.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Sr., Senior 
Attorney, at (202) 551-6868, or Daniele Marchesani, Branch Chief, at 
(202) 551-6821 (Division of Investment Management, Exemptive 
Applications Office).

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 http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. Each Investment Company is organized as a Massachusetts business 
trust or a Maryland corporation and is registered with the Commission 
as an open-end management investment company under the Act. Each 
Investment Company offers one or more series of shares (each a 
``Series'' and collectively, ``Series'') with its own distinct 
investment objectives, policies and restrictions. Each Series has, or 
will have, as its investment adviser, Dreyfus or another investment 
adviser controlling, controlled by or under common control with Dreyfus 
or its successors (each, an ``Adviser'' and, collectively with the 
Series and the Investment Companies, the ``Applicants'').\2\ Dreyfus, a 
New York corporation, is a wholly-owned subsidiary and the primary 
mutual fund business of The Bank of New York Mellon Corporation, a 
global financial services company focused on helping clients manage and 
service their financial assets, operating in 36 countries and serving 
more than 100 markets.\3\
---------------------------------------------------------------------------

    \2\ Each Adviser is, or will be, registered with the Commission 
as an investment adviser under the Investment Advisers Act of 1940, 
as amended (``Advisers Act''). For purposes of the requested order, 
``successor'' is limited to an entity that results from 
reorganization into another jurisdiction or a change in the type of 
business organization.
    \3\ Applicants request that the relief apply to the Applicants, 
as well as to any future Series and any other existing or future 
registered open-end management investment company or series thereof 
that is advised by an Adviser, uses the multi-manager structure 
described in the application, and complies with the terms and 
conditions of the application (``Sub-Advised Series''). All 
registered open-end investment companies that currently intend to 
rely on the requested order are named as Applicants. All Series that 
currently are, or that currently intend to be, Sub-Advised Series 
are identified in the application. Any entity that relies on the 
requested order will do so only in accordance with the terms and 
conditions contained the application. The requested relief will not 
extend to any sub-adviser, other than a Wholly-Owned Sub-Adviser, 
who is an affiliated person, as defined in Section 2(a)(3) of the 
1940 Act, of the Sub-Advised Series or of the Adviser, other than by 
reason of serving as a sub-adviser to one or more of the Sub-Advised 
Series or another investment company registered under the 1940 Act 
for which the Adviser serves as investment adviser (``Affiliated 
Sub-Adviser'').
---------------------------------------------------------------------------

    2. The Adviser serves as the investment adviser to each Series 
pursuant to an investment advisory agreement with the applicable 
Investment Company (``Investment Management Agreement''). The 
Investment Management Agreement for each existing Series was approved 
by the board of trustees/directors of the applicable Investment Company 
(the ``Board''), including a majority of the members of the Board who 
are not ``interested persons,'' as defined in section 2(a)(19) of the 
Act, of the Series or the Adviser (``Independent Board Members'') and 
by the shareholders of that Series as required by sections 15(a) and 
15(c) of the Act and rule 18f-2 thereunder. The terms of the Investment 
Management Agreements comply with section 15(a) of the Act. Each other 
Investment Management Agreement will comply with section 15(a) of the 
Act and will be similarly approved.
    3. Under the terms of each Investment Management Agreement, the 
Adviser, subject to the supervision of the applicable Board, provides 
continuous investment management of the assets of each Series.\4\ The 
Adviser provides investment management of each Series' portfolio in 
accordance with the investment objectives and policies of the Series. 
For its services to each Series under the applicable Investment 
Management Agreement, the Adviser receives an investment management fee 
from that Series based on either the average net assets of that Series 
or that Series' investment performance over a particular period 
compared to a benchmark. Each Investment Management Agreement permits 
the Adviser, subject to the approval of the applicable Board, including 
a majority of the Independent Board Members, to enter into investment 
sub-advisory agreements with one or more Sub-Advisers to manage all or 
a portion of the assets of a Sub-Advised Series.\5\
---------------------------------------------------------------------------

    \4\ The Adviser may engage EACM Advisors LLC (``EACM''), its 
affiliate and an investment adviser registered under the Advisers 
Act, or any other affiliated or non-affiliated entity registered as 
an investment adviser under the Advisers Act (each, a ``Portfolio 
Allocation Manager'') to assist the Adviser in evaluating and 
recommending Sub-Advisers for a Sub-Advised Series and recommending 
the portion of a Sub-Advised Series' assets to be managed by each 
Sub-Adviser, as well as monitoring and evaluating the performance of 
Sub-Advisers for a Sub-Advised Series and recommending whether a 
Sub-Adviser should be terminated by a Sub-Advised Series. However, 
it is the Adviser's overall responsibility to select, subject to the 
review and approval of the Board, one or more Sub-Advisers to manage 
all or part of a Sub-Advised Series' assets, determine what portion 
of that Sub-Advised Series' assets to be managed by any given Sub-
Adviser, review the Sub-Advisers' performance and recommend whether 
Sub-Advisers should be terminated.
    \5\ As used herein, a ``Sub-Adviser'' is (1) an indirect or 
direct ``wholly-owned subsidiary'' (as such term is defined in the 
Act) of the Adviser for that Series, or (2) a sister company of the 
Adviser for that Series that is an indirect or direct ``wholly-owned 
subsidiary'' (as such term is defined in the Act) of the same 
company that, indirectly or directly, wholly owns the Adviser (each 
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the 
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person'' 
(as such term is defined in section 2(a)(3) of the Act) of the 
Series, applicable Investment Company, or the Adviser, except to the 
extent that an affiliation arises solely because the sub-adviser 
serves as a Sub-Adviser to a Series (each a ``Non-Affiliated Sub-
Adviser'').
---------------------------------------------------------------------------

    4. Applicants request an order to permit the Adviser, subject to 
the approval of the Board, including a majority of the Independent 
Board Members, to, without obtaining shareholder approval: (i) Select 
Sub-Advisers to manage all or a portion of the assets of a Series and 
enter into Sub-Advisory Agreements (as defined below) with the Sub-
Advisers, and (ii) materially amend Sub-Advisory Agreements with the 
Sub-Advisers.\6\
---------------------------------------------------------------------------

    \6\ Shareholder approval will continue to be required for any 
other sub-adviser change (not otherwise permitted by rule or other 
action of the Commission or staff) and material amendments to an 
existing sub-advisory agreement with any sub-adviser other than a 
Non-Affiliated Sub-Adviser or a Wholly-Owned Sub-Adviser (all such 
changes referred to as ``Ineligible Sub-Adviser Changes'').
---------------------------------------------------------------------------

    5. Pursuant to each Investment Management Agreement, the Adviser 
has overall responsibility for the management and investment of the 
assets of each Sub-Advised Series; these responsibilities include 
recommending the removal or replacement of Sub-Advisers, determining 
the portion of that Sub-Advised Series' assets to be managed by any 
given Sub-Adviser and reallocating those assets as necessary from time 
to time.\7\
---------------------------------------------------------------------------

    \7\ The Adviser has entered into an agreement with EACM to act 
as Portfolio Allocation Manager in respect of Dreyfus Select 
Managers Small Cap Growth Fund and Dreyfus Select Managers Small Cap 
Value Fund.
---------------------------------------------------------------------------

    6. The Adviser has entered into sub-advisory agreements with Sub-
Advisers (``Sub-Advisory Agreements'') to provide investment management 
services to the Sub-Advised Series.\8\ The

[[Page 39791]]

terms of each Sub-Advisory Agreement comply fully with the requirements 
of section 15(a) of the Act and were approved by the applicable Board, 
including a majority of the Independent Board Members, and, to the 
extent that the Non-Affiliated Sub-Adviser Order did not apply, the 
shareholders of the Sub-Advised Series in accordance with sections 
15(a) and 15(c) of the Act and rule 18f-2 thereunder. The Sub-Advisers, 
subject to the supervision of the Adviser and oversight of the 
applicable Board, make the day-to-day investment decisions for the Sub-
Advised Series. The Adviser will compensate each Sub-Adviser out of the 
fee paid to the Adviser under the relevant Investment Management 
Agreement.
---------------------------------------------------------------------------

    \8\ If the name of any Sub-Advised Series contains the name of a 
Sub-adviser, the name of the Adviser that serves as the primary 
adviser to the Sub-Advised Series, or a trademark or trade name that 
is owned by or publicly used to identity that Adviser, will precede 
the name of the Sub-Adviser.
---------------------------------------------------------------------------

    7. Sub-Advised Series will inform shareholders of the hiring of a 
new Sub-Adviser pursuant to the following procedures (``Modified Notice 
and Access Procedures''): (a) Within 90 days after a new Sub-Adviser is 
hired for any Sub-Advised Series, that Sub-Advised Series will send its 
shareholders either a Multi-manager Notice or a Multi-manager Notice 
and Multi-manager Information Statement; \9\ and (b) the Sub-Advised 
Series will make the Multi-manager Information Statement available on 
the Web site identified in the Multi-manager Notice no later than when 
the Multi-manager Notice (or Multi-manager Notice and Multi-manager 
Information Statement) is first sent to shareholders, and will maintain 
it on that Web site for at least 90 days. In the circumstances 
described in the application, a proxy solicitation to approve the 
appointment of new Sub-Advisers provides no more meaningful information 
to shareholders than the proposed Multi-manager Information Statement. 
Applicants state that each Board would comply with the requirements of 
sections 15(a) and 15(c) of the Act before entering into or amending 
Sub-Advisory Agreements.
---------------------------------------------------------------------------

    \9\ A ``Multi-manager Notice'' will be modeled on a Notice of 
Internet Availability as defined in rule 14a-16 under the Securities 
Exchange Act of 1934 (``Exchange Act''), and specifically will, 
among other things: (a) Summarize the relevant information regarding 
the new Sub-Adviser; (b) inform shareholders that the Multi-manager 
Information Statement is available on a Web site; (c) provide the 
Web site address; (d) state the time period during which the Multi-
manager Information Statement will remain available on that Web 
site; (e) provide instructions for accessing and printing the Multi-
manager Information Statement; and (f) instruct the shareholder that 
a paper or email copy of the Multi-manager Information Statement may 
be obtained, without charge, by contacting the Sub-Advised Series.
    A ``Multi-manager Information Statement'' will meet the 
requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 
14A under the Exchange Act for an information statement, except as 
modified by the order to permit Aggregate Fee Disclosure, as defined 
below. Multi-manager Information Statements will be filed with the 
Commission via the EDGAR system.
---------------------------------------------------------------------------

    8. Applicants also request an order exempting the Sub-Advised 
Series from certain disclosure obligations that may require the 
Applicants to disclose fees paid by the Adviser to each Sub-
Adviser.\10\ Applicants seek relief to permit each Sub-Advised Series 
to disclose (as a dollar amount and a percentage of the Sub-Advised 
Series' net assets): (a) The aggregate fees paid to the Adviser and any 
Wholly-Owned Sub-Advisers; (b) the aggregate fees paid to Non-
Affiliated Sub-Advisers; and (c) the fee paid to each Affiliated Sub-
Adviser (collectively, the ``Aggregate Fee Disclosure'').
---------------------------------------------------------------------------

    \10\ Applicants are not requesting any relief with respect to 
any fee paid to the Portfolio Allocation Managers.
---------------------------------------------------------------------------

Applicants' Legal Analysis

    1. Section 15(a) of the Act states, in part, that it is unlawful 
for any person to act as an investment adviser to a registered 
investment company ``except pursuant to a written contract, which 
contract, whether with such registered company or with an investment 
adviser of such registered company, has been approved by the vote of a 
majority of the outstanding voting securities of such registered 
company.'' Rule 18f-2 under the Act states that any ``matter required 
to be submitted . . . to the holders of the outstanding voting 
securities of a series company shall not be deemed to have been 
effectively acted upon unless approved by the holders of a majority of 
the outstanding voting securities of each class or series of stock 
affected by such matter.'' Further, rule 18(f)-2(c)(1) under the Act 
provides that a vote to approve an investment advisory contract 
required by section 15(a) of the Act ``shall be deemed to be 
effectively acted upon with respect to any class or series of 
securities of such registered investment company if a majority of the 
outstanding voting securities of such class or series vote for the 
approval of such matter.''
    2. Form N-1A is the registration statement used by open-end 
investment companies. Item 19(a)(3) of Form N-1A requires a registered 
investment company to disclose in its statement of additional 
information the method of computing the ``advisory fee payable'' by the 
investment company, including the total dollar amounts that the 
investment company ``paid to the adviser (aggregated with amounts paid 
to affiliated advisers, if any), and any advisers who are not 
affiliated persons of the adviser, under the investment advisory 
contract for the last three fiscal years.''
    3. Rule 20a-1 under the Act requires proxies solicited with respect 
to a registered investment company to comply with Schedule 14A under 
the Exchange Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 
22(c)(9) of Schedule 14A, taken together, require a proxy statement for 
a shareholder meeting at which the advisory contract will be voted upon 
to include the ``rate of compensation of the investment adviser,'' the 
``aggregate amount of the investment adviser's fee,'' a description of 
the ``terms of the contract to be acted upon,'' and, if a change in the 
advisory fee is proposed, the existing and proposed fees and the 
difference between the two fees.
    4. Regulation S-X sets forth the requirements for financial 
statements required to be included as part of a registered investment 
company's registration statement and shareholder reports filed with the 
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require 
a registered investment company to include in its financial statement 
information about the investment advisory fees.
    5. Section 6(c) of the Act provides that the Commission by order 
upon application may conditionally or unconditionally exempt any 
person, security, or transaction or any class or classes of persons, 
securities, or transactions from any provisions of the Act, or from any 
rule thereunder, if such exemption is necessary or appropriate in the 
public interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act. 
Applicants state that their requested relief meets this standard for 
the reasons discussed below.
    6. Applicants assert that the shareholders expect the Adviser, 
subject to review and approval of the applicable Board, to select the 
Sub-Advisers who are in the best position to achieve the Sub-Advised 
Series' investment objective. Applicants assert that, from the 
perspective of the shareholder, the role of the Sub-Advisers is 
substantially equivalent to the role of the individual portfolio 
managers employed by an investment adviser to a traditional investment 
company. Applicants believe that permitting the Adviser to perform the 
duties for which the shareholders of the Sub-Advised Series are paying 
the Adviser--the selection, supervision and evaluation of the Sub-

[[Page 39792]]

Advisers--without incurring unnecessary delays or expenses is 
appropriate in the interest of the Sub-Advised Series' shareholders and 
will allow such Sub-Advised Series to operate more efficiently. 
Applicants state that each Investment Management Agreement will 
continue to be fully subject to section 15(a) of the Act and rule 18f-2 
under the Act and approved by the applicable Board, including a 
majority of the Independent Board Members, in the manner required by 
sections 15(a) and 15(c) of the Act. Applicants are not seeking an 
exemption with respect to the Investment Management Agreements or any 
agreement with a Portfolio Allocation Manager.
    7. Applicants assert that disclosure of the individual fees that 
the Adviser would pay to the Sub-Advisers of Sub-Advised Series that 
operate under the multi-manager structure described in the application 
would not serve any meaningful purpose. Applicants contend that the 
primary reasons for requiring disclosure of individual fees paid to 
Sub-Advisers are to inform shareholders of expenses to be charged by a 
particular Sub-Advised Series and to enable shareholders to compare the 
fees to those of other comparable investment companies. Applicants 
believe that the requested relief satisfies these objectives because 
the advisory fee paid to the Adviser will be fully disclosed and, 
therefore, shareholders will know what the Sub-Advised Series' fees and 
expenses are and will be able to compare the advisory fees a Sub-
Advised Series is charged to those of other investment companies. 
Applicants assert that the requested relief would benefit shareholders 
of the Sub-Advised Series because it would improve the Adviser's 
ability to negotiate the fees paid to Sub-Advisers. The Adviser's 
ability to negotiate with the various Sub-Advisers would be adversely 
affected by public disclosure of fees paid to each Sub-Adviser. If the 
Adviser is not required to disclose the Sub-Advisers' fees to the 
public, the Adviser may be able to negotiate rates that are below a 
Sub-Adviser's ``posted'' amounts. Applicants submit that the relief 
will also encourage Sub-Advisers to negotiate lower sub-advisory fees 
with the Adviser if the lower fees are not required to be made public.
    8. For the reasons discussed above, Applicants submit that the 
requested relief meets the standards for relief under section 6(c) of 
the Act. Applicants state that the operation of the Sub-Advised Series 
in the manner described in the application must be approved by 
shareholders of a Sub-Advised Series before that Sub-Advised Series may 
rely on the requested relief. In addition, Applicants state that the 
proposed conditions to the requested relief are designed to address any 
potential conflicts of interest, including any posed by the use of 
Wholly-owned Sub-Advisers, and provide that shareholders are informed 
when Sub-Advisers are hired. Applicants assert that conditions 6, 7, 10 
and 11 are designed to provide the Board with sufficient independence 
and the resources and information it needs to monitor and address any 
conflicts of interest with affiliated person of the Adviser, including 
Wholly-Owned Sub-Advisers. Applicants state that, accordingly, they 
believe the requested relief is necessary or appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions: \11\
---------------------------------------------------------------------------

    \11\ Applicants will only comply with conditions 8, 9 and 12 if 
they rely on the relief that would allow them to provide Aggregate 
Fee Disclosure.
---------------------------------------------------------------------------

    1. Before a Sub-Advised Series may rely on the order requested in 
the application, the operation of the Sub-Advised Series in the manner 
described in the application, including the hiring of Wholly-Owned Sub-
Advisers, will be, or has been, approved by a majority of the Sub-
Advised Series' outstanding voting securities as defined in the Act, 
or, in the case of a new Sub-Advised Series whose public shareholders 
purchase shares on the basis of a prospectus containing the disclosure 
contemplated by condition 2 below, by the sole initial shareholder 
before offering the Sub-Advised Series' shares to the public.
    2. The prospectus for each Sub-Advised Series will disclose the 
existence, substance, and effect of any order granted pursuant to the 
application. Each Sub-Advised Series will hold itself out to the public 
as employing the multi-manager structure described in the application. 
Each prospectus will prominently disclose that the Adviser has the 
ultimate responsibility, subject to oversight by the applicable Board, 
to oversee the Sub-Advisers and recommend their hiring, termination and 
replacement.
    3. The Adviser will provide general management services to a Sub-
Advised Series, including overall supervisory responsibility for the 
general management and investment of the Sub-Advised Series' assets. 
Subject to review and approval of the applicable Board, the Adviser 
will (a) set a Sub-Advised Series' overall investment strategies, (b) 
evaluate, select, and recommend Sub-Advisers to manage all or a portion 
of a Sub-Advised Series' assets, and (c) implement procedures 
reasonably designed to ensure that Sub-Advisers comply with a Sub-
Advised Series' investment objective, policies and restrictions. 
Subject to review by the applicable Board, the Adviser will (a) when 
appropriate, allocate and reallocate a Sub-Advised Series' assets among 
multiple Sub-Advisers; and (b) monitor and evaluate the performance of 
Sub-Advisers.
    4. A Sub-Advised Series will not make any Ineligible Sub-Adviser 
Changes without the approval of the shareholders of the applicable Sub-
Advised Series.
    5. Sub-Advised Series will inform shareholders of the hiring of a 
new Sub-Adviser within 90 days after the hiring of the new Sub-Adviser 
pursuant to the Modified Notice and Access Procedures.
    6. At all times, at least a majority of the applicable Board will 
be Independent Board Members, and the selection and nomination of new 
or additional Independent Board Members will be placed within the 
discretion of the then-existing Independent Board Members.
    7. Independent legal counsel, as defined in rule 0-1(a)(6) under 
the Act, will be engaged to represent the Independent Board Members. 
The selection of such counsel will be within the discretion of the 
then-existing Independent Board Members.
    8. The Adviser will provide the applicable Board, no less 
frequently than quarterly, with information about the profitability of 
the Adviser on a per Sub-Advised Series basis. The information will 
reflect the impact on profitability of the hiring or termination of any 
sub-adviser during the applicable quarter.
    9. Whenever a Sub-Adviser is hired or terminated, the Adviser will 
provide the applicable Board with information showing the expected 
impact on the profitability of the Adviser.
    10. Whenever a Sub-Adviser change is proposed for a Sub-Advised 
Series with an Affiliated Sub-Adviser or a Wholly-Owned Sub-Adviser, 
the applicable Board, including a majority of the Independent Board 
Members, will make a separate finding, reflected in the applicable 
Board minutes, that such change is in the best interests of the Sub-
Advised Series and its shareholders, and does not involve a conflict of 
interest from which the

[[Page 39793]]

Adviser or the Affiliated Sub-Adviser or Wholly-Owned Sub-Adviser 
derives an inappropriate advantage.
    11. No board member or officer of a Sub-Advised Series, or 
director, manager, or officer of the Adviser, will own directly or 
indirectly (other than through a pooled investment vehicle that is not 
controlled by such person), any interest in a Sub-Adviser, except for 
(i) ownership of interests in the Adviser or any entity, except a 
Wholly-Owned Sub-Adviser, that controls, is controlled by, or is under 
common control with the Adviser; or (ii) ownership of less than 1% of 
the outstanding securities of any class of equity or debt of a publicly 
traded company that is either a Sub-Adviser or an entity that controls, 
is controlled by, or is under common control with a Sub-Adviser.
    12. Each Sub-Advised Series will disclose the Aggregate Fee 
Disclosure in its registration statement.
    13. In the event the Commission adopts a rule under the Act 
providing substantially similar relief to that requested in the 
application, the requested order will expire on the effective date of 
that rule.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-15841 Filed 7-1-13; 8:45 am]
BILLING CODE 8011-01-P