Notices. Notice of application for an order under the Investment Company Act of 1940 (the “Act”) under (i) section 6(c) of the Act granting an exemption from sections 18(f) and 21(b) of the Act; (ii) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (iii) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1) and 17(a)(3) of the Act; and (iv) section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint transactions
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/register/2005/02/24/05-3591A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
BILLING CODE 6325-38-P SECURITIES AND EXCHANGE COMMISSION [File No. 22-28772] Application and Opportunity for Hearing: Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and Certain Guarantors February 17, 2005. The Securities and Exchange Commission gives notice that Mrs. Fields Famous Brands, LLC, Mrs. Fields Financing Company, Inc., and certain guarantors have filed an application under section 304(d) of the Trust Indenture Act of 1939. Mrs. Fields Famous Brands, Mrs.
Fields Financing Company, and certain guarantors ask the Commission to exempt from the certificate or opinion delivery requirements of section 314(d) of the 1939 Act certain provisions of an indenture dated March 16, 2004, as supplemented by an indenture dated February 9, 2005, between Mrs. Fields Famous Brands, Mrs. Fields Financing Company, certain guarantors, and the Bank of New York, as trustee. The indenture relates to 11 1/2 % Senior Secured Notes due 2011 and 9% Senior Secured Notes due 2011.
Section 304(d) of the 1939 Act, in part, authorizes the Commission to exempt conditionally or unconditionally any indenture from one or more provisions of the 1939 Act. The Commission may provide an exemption under section 304(d) if it finds that the exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the 1939 Act. Section 314(d) requires the obligor to furnish to the indenture trustee certificates or opinions of fair value from an engineer, appraiser or other expert upon any release of collateral from the lien of the indenture.
The engineer, appraiser or other expert must opine that the proposed release will not impair the security under the indenture in contravention of the provisions of the indenture. The application requests an exemption from section 314(d) for specified dispositions of collateral that are made in Mrs. Fields Famous Brands', Mrs. Fields Financing Company's, and the guarantors' ordinary course of business. In its application, Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and the guarantors allege that: 1.
The indenture permits Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and the guarantors to dispose of collateral in the ordinary course of their business; 2. Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and the guarantors will deliver to the trustee annual consolidated financial statements audited by certified independent accountants; and 3. Mrs. Fields Famous Brands, Mrs. Fields Financing Company, and the guarantors will deliver to the trustee a semi-annual certificate stating that all dispositions of collateral during the relevant six-month period occurred in Mrs.
Fields Famous Brands', Mrs. Fields Financing Company's, and the guarantors' ordinary course of business and that all of the proceeds were used as permitted by the indenture. Any interested persons should look to the application for a more detailed statement of the asserted matters of fact and law. The application is on file in the Commission's Public Reference Section, File Number 22-28772, 450 Fifth Street, NW., Washington, DC 20549. The Commission also gives notice that any interested persons may request, in writing, that a hearing be held on this matter.
Interested persons must submit those requests to the Commission no later than March 18, 2005. Interested persons must include the following in their request for a hearing on this matter: —The nature of that person's interest; —The reasons for the request; and —The issues of law or fact raised by the application that the interested person desires to refute or request a hearing on. The interested person should address this request for a hearing to: Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.
At any time after March 18, 2005, the Commission may issue an order granting the application, unless the Commission orders a hearing. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-751 Filed 2-23-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 26762; 812-12823] SEI Institutional Managed Trust, et al.; Notice of Application February 17, 2005.
AGENCY: Securities and Exchange Commission (“Commission”). ACTION: Notice of application for an order under the Investment Company Act of 1940 (the “Act”) under
(i)section 6(c) of the Act granting an exemption from sections 18(f) and 21(b) of the Act;
(ii)section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act;
(iii)sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1) and 17(a)(3) of the Act; and
(iv)section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint transactions. Summary of Application: Applicants request an order that would permit certain registered management investment companies to participate in a joint lending and borrowing facility. Applicants: SEI Investments Management Corporation (“SIMC”) and any person controlling, controlled by or under common control with SIMC (together with SIMC, the “Advisers”); SEI Investments Fund Management (“SEI Management,” and together with SIMC, “SEI”); SEI Institutional Managed Trust, SEI Institutional Investments Trust, SEI Institutional International Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust (each, a “Trust” and collectively, the “Trusts”), for and on behalf of each of their series now or hereafter existing (collectively, the “SEI Funds”). Filing Dates: The application was filed on May 16, 2002, and amended on February 2, 2005. 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 March 14, 2005, and should be accompanied by proof of service on the 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, Commission, 450 Fifth Street, NW., Washington, DC 20549-0609; Applicants, c/o Timothy D. Barto, Esq., SEI Investments, One Freedom Valley Drive, Oaks, PA 19456. FOR FURTHER INFORMATION CONTACT: Keith A. Gregory, Senior Counsel, at
(202)551-6815 or Mary Kay Frech, Branch Chief, at
(202)551-6621 (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 for a fee at the Commission's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 20549-0102 (tel.
(202)942-8090). Applicants' Representations 1. Each Trust is registered under the Act as an open-end management investment company and is organized as a Massachusetts business trust. 1 Each Trust offers multiple Funds. The Funds of the Trusts are all in the same group of investment companies as defined in section 12(d)(1)(G)(ii) of the Act. SIMC is registered as an investment adviser under the Investment Advisers Act of 1940 and serves as investment adviser to certain SEI Funds. SIMC is the owner of all beneficial interest in SEI Management, which provides the SEI Funds with overall administrative services. 1 Applicants request that the relief also apply to any other existing or future registered management investment company or series thereof
(i)that is advised by SIMC or its successors or another Adviser or
(ii)for which SEI Investments Distribution Co. (“SIDCo.”) (or its successors) serves as principal underwriter or for which SEI Management (or its successors) serves as the administrator and which is part of the same group of investment companies (as defined in section 12(d)(1)(G)(ii) of the Act) as the Trusts (collectively, the “Future Funds” and together with the SEI Funds, the “Funds”). “Successor” means any entity that results from a reorganization into another jurisdiction or a change in the type of business organization. All existing Funds that currently intend to rely on the requested order are named as applicants. Any other existing and Future Funds that may rely on the relief in the future will do so only in accordance with the terms and conditions of the application. For Funds that are not advised by SIMC, SEI Management (as the Funds' administrator), SIDCo. (as the Funds' distributor) and/or the Board (as defined below) will be responsible for such Funds' compliance with the terms and conditions of the application. 2. Some Funds may lend money to banks or other entities by entering into repurchase agreements or purchasing other short-term instruments. Other Funds may need to borrow money from the same or similar banks for temporary purposes to satisfy redemption requests, to cover unanticipated cash shortfalls such as a trade “fail” in which cash payment for a security sold by a Fund has been delayed, or for other temporary purposes. Currently, the SEI Funds have uncommitted lines of credit with various banks and overdraft protection provided by their custodian bank. 3. If a Fund were to borrow money through its line of credit or incur an overdraft with its custodian bank, the Fund would pay interest on the borrowed cash at a rate that would be higher than the rate that other non-borrowing Funds would earn on repurchase agreements and other short-term instruments of the same maturity as the bank loan. Applicants state that this differential represents the bank's profit for serving as a middleman between a borrower and a lender. Other bank loan arrangements, such as committed lines of credit, would require the Funds to pay substantial commitment fees in addition to the interest rate to be paid by the borrowing Fund. 4. Applicants request an order that would permit the Funds to enter into master interfund lending agreements (“Interfund Lending Agreements”) under which the Funds would lend and borrow money for temporary purposes directly to and from each other through a credit facility (an “Interfund Loan”). 2 Applicants believe that the proposed credit facility would reduce the Funds' potential borrowing costs and enhance their ability to earn higher rates of interest on short-term lendings. Although the proposed credit facility would reduce the Open-End Funds' need to borrow from banks, the Open-End Funds would be free to establish committed lines of credit or other borrowing arrangements with banks. The Funds also would continue to maintain their existing uncommitted lines of credit and overdraft protection. 2 Applicants represent that any open-end Fund (an “Open-End Fund”) may participate in the proposed credit facility as either a borrower or a lender. Applicants further represent that any closed-end Fund that participates in the proposed credit facility would only participate as a lender. 5. Applicants anticipate that the credit facility will provide a borrowing Fund with significant cost savings when the cash position of the Fund is insufficient to meet temporary cash requirements. This situation could arise when redemptions exceed anticipated volumes and the Fund has insufficient cash on hand to satisfy such redemptions. When a Fund liquidates portfolio securities to meet redemption requests, it often does not receive payment in settlement for up to three days (or longer for certain foreign transactions). The credit facility would provide a source of immediate, short-term liquidity pending settlement of the sale of portfolio securities. 6. Applicants also propose using the credit facility when a sale of portfolio securities fails due to circumstances beyond the Fund's control, such as a delay in the delivery of cash to the Fund's custodian or improper delivery instructions by the broker effecting the transaction. Sales fails may present a cash shortfall if the Fund has undertaken to purchase a security with the proceeds from securities sold. When the Fund experiences a cash shortfall due to a sales fail, the custodian typically extends temporary credit to cover the shortfall and the Fund incurs overdraft charges. Alternatively, the Fund could fail on its intended purchase due to lack of funds from the previous sale, resulting in additional costs to the Fund, or sell a security on a same day settlement basis, earning a lower return on the investment. Use of the credit facility under these circumstances would enable the Fund to have access to immediate short-term liquidity without incurring custodian overdraft or other charges. 7. While bank borrowings could generally supply needed cash to cover unanticipated redemptions and sales fails, under the credit facility, a borrowing Fund would pay lower interest rates than those offered by banks on short-term loans. In addition, Funds making short-term cash loans directly to other Funds would earn interest at a rate higher than they otherwise could obtain from investing their cash in repurchase agreements. Thus, applicants believe that the credit facility would benefit both borrowing and lending Funds. 8. The interest rate charged to the Funds on any loan (the “Interfund Loan Rate”) would be determined daily and would be the average of the Repo Rate and the Bank Loan Rate, both as defined below. The Repo Rate on any day would be the highest rate available to the Funds from investments in overnight repurchase agreements, either directly or through a joint account. The Bank Loan Rate for any day would be calculated by the Interfund Lending Team (as defined below) each day an Interfund Loan is made according to a formula established by a Fund's board of trustees (“Board”) designed to approximate the lowest interest rate at which short-term bank loans would be available to the Funds. The formula would be based upon a publicly available rate ( *e.g.* , Federal funds plus 25 basis points) and would vary with this rate so as to reflect changing bank loan rates. Each Board periodically would review the continuing appropriateness of using the publicly available rate to determine the Bank Loan Rate, as well as the relationship between the Bank Loan Rate and current bank loan rates that would be available to the Funds. The initial formula and any subsequent modifications to the formula would be subject to the approval of each Fund's Board. 9. Employees of SEI (the “Interfund Lending Team”) would administer the credit facility. The Interfund Lending Team may include representative employees of SEI Management's Fund Accounting Department, a unit of SEI Management responsible for providing valuation and fund accounting services to the Funds, as well as SIMC investment professionals and other personnel from SEI Management. The Interfund Lending Team will not include any portfolio managers of a Fund. Under the credit facility, the portfolio managers for each participating Fund could provide standing instructions to participate as a borrower or lender. On each business day, the Interfund Lending Team would collect data on the uninvested cash and borrowing requirements of all participating Funds from the Funds' custodian. Once it had determined the aggregate amount of cash available for loans and borrowing demand, the Interfund Lending Team would allocate loans among borrowing Funds without any further communication from portfolio managers. It is expected that there typically will be far more available uninvested cash each day than borrowing demand. After the Interfund Lending Team has allocated cash for Interfund Loans, the Interfund Lending Team will invest any remaining cash in accordance with the standing instructions of portfolio managers or return remaining amounts for investment directly by the Funds. 10. The Interfund Lending Team would allocate borrowing demand and cash available for lending among the Funds on what the Interfund Lending Team believes to be an equitable basis, subject to certain administrative procedures applicable to all Funds, such as the time of filing requests to participate; minimum loan lot sizes; and the need to minimize the number of transactions and associated administrative costs. To reduce transaction costs, each loan normally would be allocated in a manner intended to minimize the number of participants necessary to complete the loan transaction. The method of allocation and related administrative procedures would be approved by each Board, including a majority of trustees who are not “interested persons” of the Fund, as defined in section 2(a)(19) of the Act (“Independent Trustees”), to ensure that both borrowing and lending Funds participate on an equitable basis. 11. The Interfund Lending Team would
(a)monitor the interest rates charged and the other terms and conditions of the loans,
(b)limit the borrowings and loans entered into by each Fund to ensure that they comply with the Fund's investment policies and limitations,
(c)ensure equitable treatment of each Fund, and
(d)make quarterly reports to the Boards concerning any transactions by the Funds under the credit facility and the interest rates charged. 12. SEI Management and SIMC would administer the credit facility under their existing administration agreement and advisory agreement, respectively, with each Fund and would receive no additional fee as compensation for their services. SEI Management could, however, collect reimbursement for standard pricing, record keeping, bookkeeping, and accounting costs applicable to repurchase and lending transactions generally, including transactions effected through the credit facility. Fees for these services would be no higher than those applicable for comparable bank loan transactions. With respect to Funds for which SIDCo. serves as principal underwriter and which have no other connection to SEI, SEI Management and SIMC will administer the credit facility pursuant to a written contract which describes the credit facility administration services and requires that such services be provided in accordance with the terms and conditions set forth in the application. The written contract also will provide that SEI Management and SIMC will receive no fee for these services. 13. Each Fund's participation in the credit facility is consistent with its organizational documents and its investment policies and limitations. The Statement of Additional Information (“SAI”) of each Fund discloses the individual borrowing and lending limitations of the Fund. The SAI of each Fund participating in the credit facility will disclose all material information about the credit facility. 14. In connection with the proposed credit facility, applicants request an order under
(a)section 6(c) of the Act granting relief from sections 18(f) and 21(b) of the Act;
(b)section 12(d)(1)(J) of the Act granting relief from section 12(d)(1) of the Act;
(c)sections 6(c) and 17(b) of the Act granting relief from sections 17(a)(1) and 17(a)(3) of the Act; and
(d)section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint arrangements. Applicants' Legal Analysis 1. Section 17(a)(3) of the Act generally prohibits any affiliated person, or affiliated person of an affiliated person, from borrowing money or other property from a registered investment company. Section 21(b) of the Act generally prohibits any registered management investment company from lending money or other property to any person if that person controls or is under common control with the company. Section 2(a)(3)(C) of the Act defines “affiliated person” of another person, in part, to be any person directly or indirectly controlling, controlled by, or under common control with, such other person. Applicants state that the Funds may be under common control by virtue of having SIMC as their common investment adviser and/or by virtue of SEI's sponsorship and significant involvement with the Funds and due to the Funds' common Board. 2. Section 6(c) of the Act provides that an exemptive order may be granted where an 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. Section 17(b) authorizes the Commission to exempt a proposed transaction from section 17(a) of the Act provided that the terms of the transaction, including the consideration to be paid or received, are fair and reasonable and do not involve overreaching on the part of any person concerned, and the transaction is consistent with the policy of the investment company as recited in its registration statement and with the general purposes of the Act. Applicants believe that the proposed arrangements satisfy these standards for the reasons discussed below. 3. Applicants submit that sections 17(a)(3) and 21(b) were intended to prevent a person with strong potential adverse interests to, and some influence over the investment decisions of, a registered investment company from causing or inducing the investment company to engage in lending transactions that unfairly inure to the benefit of that person and that are detrimental to the best interests of the investment company and its shareholders. Applicants assert that the proposed credit facility transactions do not raise these concerns because
(a)SIMC would administer the program as a disinterested fiduciary with respect to Funds it advises and as a disinterested party with respect to Funds it does not advise;
(b)all Interfund Loans would consist only of uninvested cash reserves that the Funds otherwise would invest in short-term repurchase agreements or other short-term instruments;
(c)the Interfund Loans would not involve a greater risk than such other investments;
(d)a lending Fund would receive interest at a rate higher than it could obtain through such other investments; and
(e)a borrowing Fund would pay interest at a rate lower than otherwise available to it under its bank loan agreements and avoid the up-front commitment fees associated with committed lines of credit. Moreover, applicants believe that the other conditions in the application would effectively preclude the possibility of any Fund obtaining an undue advantage over any other Fund. 4. Section 17(a)(1) of the Act generally prohibits an affiliated person of a registered investment company, or an affiliated person of an affiliated person, from selling any securities or other property to the company. Section 12(d)(1) of the Act generally makes it unlawful for a registered investment company to purchase or otherwise acquire any security issued by any other investment company except in accordance with the limitations set forth in that section. Applicants state that the obligation of a borrowing Fund to repay an Interfund Loan may constitute a security under sections 17(a)(1) and 12(d)(1). Section 12(d)(1)(J) provides that an exemptive order may be granted by the Commission from any provision of section 12(d)(1) if and to the extent such exemption is consistent with the public interest and the protection of investors. Applicants contend that the standards under sections 6(c), 17(b) and 12(d)(1)(J) are satisfied for all the reasons set forth above in support of their request for relief from sections 17(a)(3) and 21(b) and for the reasons discussed below. 5. Applicants state that section 12(d)(1) was intended to prevent the pyramiding of investment companies in order to avoid duplicative costs and fees attendant upon multiple layers of investment companies. Applicants submit that the proposed credit facility does not involve these abuses. Applicants note that there would be no duplicative costs or fees to the Funds or shareholders, and that the Interfund Lending Team would administer the credit facility under SEI Management's and SIMC's existing management and advisory agreements, respectively, with the Funds, and would receive no additional compensation for its services. With respect to Funds for which SIDCo. serves as principal underwriter and which have no other connection to SEI, SEI Management and SIMC will administer the credit facility pursuant to a written contract which describes the credit facility administration services and requires that such services be provided in accordance with the terms and conditions set forth in the application. The written contract also will provide that SEI Management and SIMC will receive no fee for these services. Applicants also note that the purpose of the proposed credit facility is to provide economic benefits for all the participating Funds. 6. Section 18(f)(1) of the Act prohibits open-end investment companies from issuing any senior security except that a company is permitted to borrow from any bank; provided that, immediately after the borrowing, there is an asset coverage of at least 300 per centum for all borrowings of the company. Under section 18(g) of the Act, the term “senior security” includes any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness. Applicants request exemptive relief from section 18(f)(1) to the limited extent necessary to implement the credit facility (because the lending Funds are not banks). 7. Applicants believe that granting the relief under section 6(c) is appropriate because the borrowing Funds would remain subject to the requirement of section 18(f)(1) that all borrowings of the Fund, including combined interfund and bank borrowings, have at least 300% asset coverage. Based on the conditions and safeguards described in the application, applicants also submit that to allow the Funds to borrow from other Funds pursuant to the proposed credit facility is consistent with the purposes and policies of section 18(f)(1). 8. Section 17(d) of the Act and rule 17d-1 thereunder generally prohibit any affiliated person of a registered investment company, or affiliated persons of an affiliated person, when acting as principal, from effecting any joint transaction unless the transaction is approved by the Commission. Rule 17d-1(b) under the Act provides that in passing upon applications for exemptive relief, the Commission will consider whether the participation of a registered investment company in a joint enterprise on the basis proposed is consistent with the provisions, policies and purposes of the Act and the extent to which the company's participation is on a basis different from or less advantageous than that of other participants. 9. Applicants submit that the purpose of section 17(d) is to avoid overreaching by an unfair advantage to investment company insiders. Applicants believe that the credit facility is consistent with the provisions, policies and purposes of the Act in that it offers both reduced borrowing costs and enhanced returns on loaned funds to all participating Funds and their shareholders. Applicants note that each Fund would have an equal opportunity to borrow and lend on equal terms consistent with its investment policies and limitations. Applicants therefore believe that each Fund's participation in the credit facility would be on terms which are no different from or less advantageous than that of other participating Funds. Applicants' Conditions Applicants agree that any order of the Commission granting the requested relief will be subject to the following conditions: 1. The Interfund Loan Rate to be charged to the Funds under the credit facility will be the average of the Repo Rate and the Bank Loan Rate. 2. On each business day, the Interfund Lending Team will compare the Bank Loan Rate with the Repo Rate and will make cash available for Interfund Loans only if the Interfund Loan Rate is
(a)more favorable to the lending Fund than the Repo Rate, and
(b)more favorable to the borrowing Fund than the Bank Loan Rate. 3. If a Fund has outstanding borrowings, any Interfund Loans to the Fund
(a)will be at an interest rate equal to or lower than any outstanding bank loan;
(b)will be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral;
(c)will have a maturity no longer than any outstanding bank loan (and in any event not over seven days); and
(d)will provide that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Fund, the event of default will automatically (without need for action or notice by the lending Fund) constitute an immediate event of default under the Interfund Lending Agreement, entitling the lending Fund to call the Interfund Loan (and exercise all rights with respect to any collateral) and that such call will be made if the lending bank exercises its right to call its loan under its agreement with the borrowing Fund. 4. A Fund may make an unsecured borrowing through the credit facility if its outstanding borrowings from all sources immediately after the interfund borrowing total 10% or less of its total assets, provided that if the Fund has a secured loan outstanding from any other lender, including but not limited to another Fund, the Fund's interfund borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Fund's total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the credit facility on a secured basis only. A Fund may not borrow through the credit facility or from any other source if its total outstanding borrowings immediately after such borrowing would exceed the limits in section 18 of the Act. 5. Before any Fund that has outstanding interfund borrowings may, through additional borrowings, cause its outstanding borrowings from all sources to exceed 10% of its total assets, the Fund must first secure each outstanding Interfund Loan by the pledge of segregated collateral with a market value at least equal to 102% of the outstanding principal value of the loan. If the total outstanding borrowings of a Fund with outstanding Interfund Loans exceed 10% of its total assets for any other reason (such as a decline in net asset value or because of shareholder redemptions), the Fund will within one business day thereafter
(a)repay all of its outstanding Interfund Loans,
(b)reduce its outstanding indebtedness to 10% or less of its total assets, or
(c)secure each outstanding Interfund Loan by the pledge of segregated collateral with a market value at least equal to 102% of the outstanding principal value of the loan until the Fund's total outstanding borrowings cease to exceed 10% of its total assets, at which time the collateral called for by this condition 5 shall no longer be required. Until each Interfund Loan that is outstanding at any time that a Fund's total outstanding borrowings exceeds 10% is repaid, or the Fund's total outstanding borrowings cease to exceed 10% of its total assets, the Fund will mark the value of collateral to market each day and will pledge such additional collateral as is necessary to maintain the market value of the collateral that secures each outstanding Interfund Loan at least equal to 102% of the outstanding principal value of the Interfund Loan. 6. No Fund may lend to another Fund through the credit facility if the loan would cause its aggregate outstanding loans through the credit facility to exceed 15% of the lending Fund's current net assets at the time of the loan. 7. A Fund's Interfund Loans to any one Fund will not exceed 5% of the lending Fund's net assets. 8. The duration of Interfund Loans will be limited to the time required to receive payment for securities sold, but in no event more than seven days. Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this condition. 9. Except as set forth in this condition, no Fund may borrow through the credit facility unless the Fund has a policy that prevents the Fund from borrowing for other than temporary or emergency purposes. In the case of a Fund that does not have such a policy, the Fund's borrowings through the credit facility, as measured on the day when the most recent loan was made, will not exceed the greater of 125% of the Fund's total net cash redemptions or 102% of sales fails for the preceding seven calendar days. 10. Each Interfund Loan may be called on one business day's notice by a lending Fund and may be repaid on any day by a borrowing Fund. 11. A Fund's participation in the credit facility must be consistent with its investment policies and limitations and organizational documents. 12. The Interfund Lending Team will calculate total Fund borrowing and lending demand through the credit facility, and allocate loans on an equitable basis among the Funds without the intervention of any portfolio manager of the Funds. The Interfund Lending Team will not solicit cash for the credit facility from any Fund or prospectively publish or disseminate loan demand data to portfolio managers. The Interfund Lending Team will invest any amounts remaining after satisfaction of borrowing demand in accordance with the standing instructions from portfolio managers or return remaining amounts for investment directly by the Funds. 13. The Interfund Lending Team will monitor the interest rates charged and the other terms and conditions of the Interfund Loans and will report to the Board quarterly concerning the participation of the Funds in the credit facility and the terms and other conditions of any extensions of credit thereunder. 14. Each Fund's Board, including a majority of the Independent Trustees, will
(a)review no less frequently than quarterly each Fund's participation in the credit facility during the preceding quarter for compliance with the conditions of any order permitting the transactions;
(b)establish the Bank Loan Rate formula used to determine the interest rate on Interfund Loans, and review no less frequently than annually the continuing appropriateness of the Bank Loan Rate formula; and
(c)review no less frequently than annually the continuing appropriateness of each Fund's participation in the credit facility. 15. In the event an Interfund Loan is not paid according to its terms and the default is not cured within two business days from its maturity or from the time the lending Fund makes a demand for payment under the provisions of the Interfund Lending Agreement, the Interfund Lending Team will promptly refer the loan for arbitration to an independent arbitrator, selected by the Board of any Fund involved in the loan, who will serve as arbitrator of disputes concerning Interfund Loans. 3 The arbitrator will resolve any problem promptly, and the arbitrator's decision will be binding on both Funds. The arbitrator will submit at least annually a written report to the Board of each Fund setting forth a description of the nature of any dispute and the actions taken by the Funds to resolve the dispute. 3 If a dispute involves Funds with separate Boards, the Board of each Fund will select an independent arbitrator that is satisfactory to each Fund. 16. Each Fund will maintain and preserve for a period of not less than six years from the end of the fiscal year in which any transaction under the credit facility occurred, the first two years in an easily accessible place, written records of all such transactions, setting forth a description of the terms of the transaction, including the amount, the maturity and the rate of interest on the loan, the rate of interest available at the time on short-term repurchase agreements and bank borrowings, and such other information presented to the Board in connection with the review required by conditions 13 and 14. 17. The Interfund Lending Team will prepare and submit to the Board for review an initial report describing the operations of the credit facility and the procedures to be implemented to ensure that all the Funds are treated fairly. After the commencement of the operations of the credit facility, the Interfund Lending Team will report on the operations of the credit facility at each Board's quarterly meetings. In addition, for two years following the commencement of the credit facility, the independent public accountant for each Fund shall prepare an annual report that evaluates the Interfund Lending Team's assertion that it has established procedures reasonably designed to achieve compliance with the conditions of the order. The report shall be prepared in accordance with the Statements on Standards for Attestation Engagements No. 10 and it shall be filed pursuant to item 77Q3 of Form N-SAR, as such Statements or Form may be revised, amended, or superseded from time to time. In particular, the report shall address procedures designed to achieve the following objectives:
(a)That the Interfund Loan Rate will be higher than the Repo Rate, but lower than the Bank Loan Rate;
(b)compliance with the collateral requirements as set forth in the application;
(c)compliance with the percentage limitations on interfund borrowing and lending;
(d)allocation of interfund borrowing and lending demand in an equitable manner and in accordance with procedures established by the Board; and
(e)that the interest rate on any Interfund Loan does not exceed the interest rate on any third party borrowings of a borrowing Fund at the time of the Interfund Loan. After the final report is filed, the Fund's external auditors, in connection with their Fund audit examinations, will continue to review the operation of the credit facility for compliance with the conditions of the application and their review will form the basis, in part, of the auditor's report on internal accounting controls in Form N-SAR. 18. No Fund will participate in the credit facility upon receipt of requisite regulatory approval unless it has fully disclosed in its SAI all material facts about its intended participation. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-766 Filed 2-23-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-51221; File No. SR-NASD-2005-018] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Permit Foreign Private Issuers To Follow Certain Home Country Practices February 17, 2005. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on January 31, 2005, the National Association of Securities Dealers, Inc. (“NASD”), through its subsidiary, the Nasdaq Stock Market, Inc. (“Nasdaq”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in items I, II, and III below, which items have been prepared by Nasdaq. Nasdaq filed the proposed rule change pursuant to section 19(b)(3)(A) of the Act 3 and Rule 19b-4(f)(6) thereunder, 4 which renders it effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A). 4 17 CFR 240.19b-4(f)(6). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes to modify NASD Rule 4350(a)(1) and
(5)and Interpretive Material (“IM”) 4350-6(1) to permit foreign private issuers to follow certain home country practices. The text of the proposed rule change is below. Proposed new language is in *italics* ; proposed deletions are in [brackets]. 4350. Qualitative Listing Requirements for Nasdaq National Market and Nasdaq Small Cap Market Issuers Except for Limited Partnerships
(a)Applicability
(1)Foreign Private Issuers. [Nasdaq shall have the ability to provide exemptions from Rule 4350 to a foreign private issuer when provisions of this Rule are contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or contrary to generally accepted business practices in the issuer's country of domicile, except to the extent that such exemptions would be contrary to the federal securities laws, including without limitation those rules required by Section 10A(m) of the Act and Rule 10A-3 thereunder. A foreign issuer that receives an exemption under this subsection] *A foreign private issuer may follow its home country practice in lieu of the requirements of Rule 4350, provided, however, that such an issuer shall: comply with Rules 4350(b)(1)(B), 4350(j) and 4350(m), have an audit committee that satisfies Rule 4350(d)(3), and ensure that such audit committee's members meet the independence requirement in Rule 4350(d)(2)(A)(ii). A foreign private issuer that follows a home country practice in lieu of one or more provisions of Rule 4350* shall disclose in its annual reports filed with the Commission each requirement *of Rule 4350 that it does not follow* [from which it is exempted] and describe the home country practice[, if any,] followed by the issuer in lieu of such requirements. In addition, a foreign *private* issuer making its initial public offering or first U.S. listing on Nasdaq shall [disclose any such exemptions] *make the same disclosures* in its registration statement.
(2)through
(4)No change.
(5)Effective Dates/Transition. In order to allow companies to make necessary adjustments in the course of their regular annual meeting schedule, and consistent with SEC Rule 10A-3, Rules 4200 and 4350 are effective as set out in this subsection. During the transition period between November 4, 2003 and the effective date of Rules 4200 and 4350, companies that have not brought themselves into compliance with these Rules shall continue to comply with Rules 4200-1 and 4350-1, which consist of sunsetting sections of previously existing Rules 4200 and 4350. The provisions of Rule 4200(a) and Rule 4350(c),
(d)and
(m)regarding director independence, independent committees, and notification of noncompliance shall be implemented by the following dates: • July 31, 2005 for foreign private issuers and small business issuers (as defined in SEC Rule 12b-2); and • For all other listed issuers, by the earlier of:
(1)The listed issuer's first annual shareholders meeting after January 15, 2004; or
(2)October 31, 2004. In the case of an issuer with a staggered board, with the exception of the audit committee requirements, the issuer shall have until their second annual meeting after January 15, 2004, but not later than December 31, 2005, to implement all new requirements relating to board composition, if the issuer would be required to change a director who would not normally stand for election at an earlier annual meeting. Such issuers shall comply with the audit committee requirements pursuant to the implementation schedule bulleted above. A company listing in connection with its initial public offering shall be permitted to phase in its compliance with the independent committee requirements set forth in Rule 4350(c) on the same schedule as it is permitted to phase in its compliance with the independent audit committee requirement pursuant to SEC Rule 10A-3(b)(1)(iv)(A). Accordingly, a company listing in connection with its initial public offering shall be permitted to phase in its compliance with the independent committee requirements set forth in Rule 4350(c) as follows:
(1)One independent member at the time of listing;
(2)a majority of independent members within 90 days of listing; and
(3)all independent members within one year of listing. Furthermore, a company listing in connection with its initial public offering shall have twelve months from the date of listing to comply with the majority independent board requirement in Rule 4350(c). It should be noted, however, that pursuant to SEC Rule 10A-3(b)(1)(iii) investment companies are not afforded the exemptions under SEC Rule 10A- 3(b)(1)(iv). Issuers may choose not to adopt a compensation or nomination committee and may instead rely upon a majority of the independent directors to discharge responsibilities under Rule 4350(c). For purposes of Rule 4350 other than Rule 4350(d)(2)(A)(ii) and Rule 4350(m), a company shall be considered to be listing in conjunction with an initial public offering if, immediately prior to listing, it does not have a class of common stock registered under the Act. For purposes of Rule 4350(d)(2)(A)(ii) and Rule 4350(m), a company shall be considered to be listing in conjunction with an initial public offering only if it meets the conditions in SEC Rule 10A-3(b)(1)(iv)(A) under the Act, namely, that the company was not, immediately prior to the effective date of a registration statement, required to file reports with the Commission pursuant to Section 13(a) or 15(d) of the Act. Companies that are emerging from bankruptcy or have ceased to be Controlled Companies within the meaning of Rule 4350(c)(5) shall be permitted to phase-in independent nomination and compensation committees and majority independent boards on the same schedule as companies listing in conjunction with their initial public offering. It should be noted, however, that a company that has ceased to be a Controlled Company within the meaning of Rule 4350(c)(5) must comply with the audit committee requirements of Rule 4350(d) as of the date it ceased to be a Controlled Company. Furthermore, the executive sessions requirement of Rule 4350(c)(2) applies to Controlled Companies as of the date of listing and continues to apply after it ceases to be controlled. Companies transferring from other markets with a substantially similar requirement shall be afforded the balance of any grace period afforded by the other market. Companies transferring from other listed markets that do not have a substantially similar requirement shall be afforded one year from the date of listing on Nasdaq. This transition period is not intended to supplant any applicable requirements of Rule 10A-3 under the Act. [The limitations on corporate governance exemptions to foreign private issuers shall be effective July 31, 2005. However, the] *The* requirement that a foreign *private* issuer disclose *that it does not follow an otherwise applicable provision of Rule 4350* [the receipt of a corporate governance exemption from Nasdaq] shall be effective for new listings and filings made after January 1, 2004. Rule 4350(n), requiring issuers to adopt a code of conduct, shall be effective May 4, 2004. Rule 4350(h), requiring audit committee approval of related party transactions, shall be effective January 15, 2004. The remainder of Rule 4350(a) and Rule 4350(b) are effective November 4, 2003.
(b)through
(n)No change. IM-4350-6. Applicability 1. Foreign Private Issuer *Exception* [Exemptions] and Disclosure. A foreign private issuer *(as defined in Rule 3b-4 under the Act)* listed on Nasdaq may [obtain exemptions from Nasdaq's corporate governance standards if such rules would require the issuer to do anything contrary to the laws, rules, regulations or generally accepted business practices of its home country. Issuers may request exemptions under this provision by submitting a letter from their home country counsel briefly describing the company's practice and the applicable laws, rules, regulations or generally accepted business practices of the home country.] *follow the practice in such issuer's home country (as defined in General Instruction F of Form 20-F) in lieu of some of the provisions of Rule 4350, subject to several important exceptions. First, such an issuer shall comply with Rule 4350(b)(1)(B) (Disclosure of Going Concern Opinion), Rule 4350(j) (Listing Agreement) and Rule 4350(m) (Notification of Material Noncompliance). Second, such an issuer shall have an audit committee that satisfies Rule 4350(d)(3). Third, members of such audit committee shall meet the criteria for independence referenced in Rule 4350(d)(2)(A)(ii) (the criteria set forth in Rule 10A-3(b)(1), subject to the exemptions provided in Rule 10A-3(c) under the Act). Finally, a foreign private issuer that elects to follow home country practice in lieu of a requirement of Rule 4350 shall submit to Nasdaq a written statement from an independent counsel in such issuer's home country certifying that the issuer's practices are not prohibited by the home country's laws. In the case of new listings, this certification is required at the time of listing. For existing issuers, the certification is required at the time the company seeks to adopt its first non-compliant practice.* In the interest of transparency, the rule requires a foreign *private* issuer to [disclose the receipt of a corporate governance exemption] *make appropriate disclosures* in the issuer's annual filings with the Commission (typically Form 20-F or 40-F), and at the time of the issuer's original listing in the United States, if that listing is on Nasdaq, in its registration statement (typically Form F-1, 20-F, or 40-F). [The disclosure should] *The issuer shall disclose each requirement of Rule 4350 that it does not follow and* include a brief statement of [what alternative measures, if any, the issuer has taken] *the home country practice the issuer follows* in lieu of [the] *these* corporate governance requirement(s) [from which it was exempted. For example, the issuer might state that it complies with the relevant standards of its home market].
(2)through
(5)No change. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in item IV below. Nasdaq has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to permit foreign private issuers to follow their home country corporate governance practices in lieu of certain practices prescribed by NASD Rule 4350 without the need to seek an individual exemption from Nasdaq. The proposed exception is not intended to exempt issuers from complying with those aspects of NASD Rule 4350 that are mandated by the U.S. securities laws and regulations. As such, issuers would still be required to maintain an audit committee that has the responsibilities and the authority, and sets the procedures referenced in NASD Rule 4350(d)(3). 5 Members of such an audit committee would have to meet the criteria for independence referenced in NASD Rule 4350(d)(2)(A)(ii) ( *i.e.,* the criteria set forth in Rule 10A-3(b)(1) under the Act, subject to the exemptions provided in Rule 10A-3(c) under the Act). The proposed exception would also not be applicable to the requirement to disclose the receipt of a going concern opinion, 6 to the requirement of a Listing Agreement in the form designated by Nasdaq, 7 and, as of July 31, 2005, to the requirement of prompt notification of material non-compliance with the requirements of NASD Rule 4350. 8 5 The audit committee requirement will not become applicable to foreign private issuers and, thus, will not be a condition to the proposed exception until July 31, 2005. 6 *See* NASD Rule 4350(b)(1)(B). 7 *See* NASD Rule 4350(j). 8 *See* NASD Rule 4350(m). A foreign private issuer wishing to follow its home country practices, rather than the practices set forth in NASD Rule 4350, would need to make the appropriate disclosures in its annual reports filed with the Commission and, if applicable, in its registration statement. Such an issuer would also need to provide Nasdaq with a letter from an outside counsel in that issuer's home country certifying that the issuer's practices are not prohibited by the home country's laws. A foreign private issuer that previously received from Nasdaq an exemption pursuant to the existing NASD Rule 4350(a) may continue to rely on that exemption. However, if an issuer wishes to be exempted from any requirement of NASD Rule 4350 not covered by the previously granted exemption, then this issuer must fully comply with the procedures of the proposed rule. Of course, an issuer may not rely on a previously provided exemption if the requirement to which this exemption applies was changed after the exemption was issued. The proposed rule change follows closely the related practices of the New York Stock Exchange (“NYSE”) and the American Stock Exchange (“Amex”) but would provide for additional public disclosure concerning issuers’ practices. 9 Both of these exchanges permit a foreign private issuer to follow its home country practices in lieu of the exchanges' own corporate governance rules (except where that would be contrary to the U.S. securities laws) without seeking a formal exemption from the exchange. Both exchanges also require disclosures of “significant” non-complying practices and a certification from home country counsel that the issuer's practices are not prohibited by the home country's laws. Once the proposed rule change is implemented, Nasdaq's process with respect to foreign private issuers will become substantially similar to those of the NYSE and Amex, except that the proposed rule would call for public disclosure of “each requirement” that the issuer does not follow, while the rules of the NYSE and Amex only require disclosure of “any significant ways in which * * * [the issuer's] corporate governance practices differ.” 10 In addition, the proposed rule would not permit a foreign private issuer to avoid the requirement of NASD Rule 4350(b)(1)(B) that it publicly disclose the receipt of a going concern opinion. This disclosure is not required by the NYSE. 9 *See* NYSE Listed Company Manual Sections 103.00, 303A.00 and 303A.11, and Amex Company Guide Section 110. 10 *See* NYSE Listed Company Manual Section 303A.11 and Amex Company Guide Section 110. The proposed rule change also makes clear that a foreign issuer that is not a foreign private issuer must comply with each of the applicable requirements of NASD Rule 4350 and is not eligible for any exception based on its country's practice. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 15A of the Act, 11 in general and with section 15A(b)(6) of the Act, 12 in particular, in that it is designed to promote just and equitable principles of trade, and to remove impediments to a free and open market and a national market system. Specifically, the proposal will facilitate listings on Nasdaq by foreign private issuers, thereby increasing the level of competition for such listings among U.S. markets. 11 15 U.S.C. 78 *o* -3. 12 15 U.S.C. 78 *o* -3(b)(6). B. Self-Regulatory Organization's Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments on the proposed rule change were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change has been designated by Nasdaq as a “non-controversial” rule change pursuant to section 19(b)(3)(A) of the Act 13 and subparagraph (f)(6) of Rule 19b-4 thereunder. 14 13 15 U.S.C. 78s(b)(3)(A). 14 17 CFR 240.19b-4(f)(6). The foregoing rule change:
(1)Does not significantly affect the protection of investors or the public interest,
(2)does not impose any significant burden on competition, and
(3)by its terms does not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest. Consequently, the proposed rule change has become effective pursuant to section 19(b)(3)(A) of the Act 15 and Rule 19b-4(f)(6) thereunder. 16 15 15 U.S.C. 78s(b)(3)(A). 16 17 CFR 240.19b-4(f)(6). At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission's Internet comment form ( *http://www.sec.gov/rules/sro.shtml* ); or • Send an e-mail to *rule-comments@sec.gov.* Please include File No. SR-NASD-2005-018 on the subject line. Paper Comments • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. All submissions should refer to File No. SR-NASD-2005-018. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( *http://www.sec.gov/rules/sro.shtml* ). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing will also be available for inspection and copying at the principal office of the NASD. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File No. SR-NASD-2005-018 and should be submitted on or before March 17, 2005. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 17 17 17 CFR 200.30-3(a)(12). Margaret H. McFarland, Deputy Secretary. [FR Doc. E5-752 Filed 2-23-05; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF STATE [Public Notice 5001] Determination Under Section 620(Q) of the Foreign Assistance Act and Section 512 of the Foreign Operations, Export Financing and Related Programs Appropriations Act, 2005 Relating To Assistance To the Dominican Republic Pursuant to the authority vested in me by section 620(q) of the Foreign Assistance Act of 1961, as amended (FAA), section 512 of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2005
(FOAA)(Div. D, Public Law 108-477), and by Executive Order 12163, as amended by Executive Order 13346, I hereby determine that assistance to the Dominican Republic is in the national interest of the United States and thereby waive with respect to that country, the application of section 620(q) of the FAA from the date it would otherwise have been applicable and section 512 of the FOAA, as well as any provision of law that is the same or substantially the same as such provisions, including subsequently enacted provisions. This determination shall be reported to Congress and published in the **Federal Register** . Dated: December 18, 2005. Colin L. Powell, Secretary of State, Department of State. [FR Doc. 05-3591 Filed 2-23-05; 8:45 am]
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U.S. Code
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- 17 CFR 240.19
- 15 USC 78
- Pub. L. 108-477
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Notices
Notice of application for an order under the Investment Company Act of 1940 (the “Act”) under (i) section 6(c) of the Act granting an exemption from sections 18(f) and 21(b) of the Act; (ii) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (iii) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1) and 17(a)(3) of the Act; and (iv) section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint transactions
Cite17 CFR 240.19
Cite15 USC 78
Pub. L.Pub. L. 108-477
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