[Federal Register: August 31, 2010 (Volume 75, Number 168)]
[Notices]
[Page 53357-53361]
[DOCID:fr31au10-121]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29400; File No. 812-13775]

Aston Funds, et al.; Notice of Application

August 26, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the ``Act'') for an exemption
from sections 12(d)(1)(A) and (B) of the Act, under sections 6(c) and
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the
Act, and under section 6(c) of the Act for an exemption from rule 12d1-
2(a) under the Act.

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SUMMARY:
    Summary of the Application: The requested order would (a) permit
certain registered open-end management investment companies that
operate as ``funds of funds'' to acquire shares of certain registered
open-end management investment companies and unit investment trusts
(``UITs'') that are within and outside the same group of investment
companies as the acquiring investment companies, and (b) permit funds
of funds relying on rule 12d1-2 under the Act to invest in certain
financial instruments.
    Applicants: Aston Funds (``Trust'') and Aston Asset Management, LP
(``Adviser'').

DATES:
    Filing Dates: The application was filed on May 21, 2010, and
amended on August 11, 2010, and August 16, 2010.
    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 September 20, 2010, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants: 120 N. LaSalle
Street, 25th Floor, Chicago, Illinois 60602.

FOR FURTHER INFORMATION CONTACT: Julia Kim Gilmer, Branch Chief, at
(202) 551-16821 (Division of Investment Management, Office of
Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/
search.htm, or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust is an open-end management investment company
registered under the Act and organized as a Delaware statutory trust.
The Trust is comprised of separate series (``Funds'') that pursue
distinct investment objectives and strategies.\1\ Certain Funds
currently pursue their investment objectives by investing primarily in
other investment companies, including exchange-traded funds, in
reliance on Section 12(d)(1)(F) of the Act. The Adviser, a Delaware
limited partnership, is registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act'') and serves as
investment adviser for each of the Funds.
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    \1\ Applicants request that the relief apply to each existing
and future Fund and to each existing and future registered open-end
management investment company or series thereof that is advised by
the Adviser or any entity controlling, controlled by or under common
control with the Adviser and which is part of the same group of
investment companies (as defined in section 12(d)(1)(G)(ii)) as the
Trust (included in the term ``Funds'').
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    2. Applicants request an order to permit (a) a Fund that operates
as a ``fund of funds'' (each a ``Fund of Funds'') to acquire shares of
(i) registered open-end management investment companies that are not
part of the same ``group of investment companies,'' within the meaning
of section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds
(``Unaffiliated Investment Companies'') and UITs that are not part of
the same group of investment companies as the Fund of Funds
(``Unaffiliated Trusts,'' together with the Unaffiliated Investment
Companies, ``Unaffiliated Funds'') \2\ or (ii) registered open-end
management companies or UITs that are part of the same group of
investment companies as the Fund of Funds (collectively, ``Affiliated
Funds,''

together with the Unaffiliated Funds, ``Underlying Funds'') and (b)
each Underlying Fund, any principal underwriter for the Underlying
Fund, and any broker or dealer registered under the Securities Exchange
Act of 1934 (``Broker'') to sell shares of the Underlying Fund to the
Fund of Funds.\3\ Applicants also request an order under sections 6(c)
and 17(b) of the Act to exempt applicants from section 17(a) to the
extent necessary to permit Underlying Funds to sell their shares to
Funds of Funds and redeem their shares from Funds of Funds.
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    \2\ Certain of the Unaffiliated Funds may be registered under
the Act as either UITs or open-end management investment companies
and have received exemptive relief to permit their shares to be
listed and traded on a national securities exchange at negotiated
prices (``ETFs'').
    \3\ All entities that currently intend to rely on the requested
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.
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    3. Applicants also request an exemption under section 6(c) from
rule 12d1-2 under the Act to permit any existing or future Fund of
Funds that relies on section 12(d)(1)(G) of the Act (``Same Group Fund
of Funds'') and that otherwise complies with rule 12d1-2 to also
invest, to the extent consistent with its investment objective,
policies, strategies and limitations, in financial instruments that may
not be securities within the meaning of section 2(a)(36) of the Act
(``Other Investments'').
    4. Consistent with its fiduciary obligations under the Act, the
board of directors or trustees (``Board'') of each Same Group Fund of
Funds will review the advisory fees charged by the Same Group Fund of
Fund's investment adviser to ensure that they are based on services
provided that are in addition to, rather than duplicative of, services
provided pursuant to the advisory agreement of any investment company
in which the Same Group Fund of Funds may invest.

Applicants' Legal Analysis

Investments in Underlying Funds

A. Section 12(d)(1)
    1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a
registered investment company from acquiring shares of an investment
company if the securities represent more than 3% of the total
outstanding voting stock of the acquired company, more than 5% of the
total assets of the acquiring company, or, together with the securities
of any other investment companies, more than 10% of the total assets of
the acquiring company. Section 12(d)(1)(B) of the Act prohibits a
registered open-end investment company, its principal underwriter, and
any broker or dealer from selling the investment company's shares to
another investment company if the sale will cause the acquiring company
to own more than 3% of the acquired company's total outstanding voting
stock, or if the sale will cause more than 10% of the acquired
company's total outstanding voting stock to be owned by investment
companies generally.
    2. Section 12(d)(1)(J) of the Act provides that the Commission may
exempt any person, security, or transaction, or any class or classes of
persons, securities or transactions, from any provision of section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Applicants seek an exemption under section
12(d)(1)(J) of the Act to permit a Funds of Funds to acquire shares of
the Underlying Funds in excess of the limits in section 12(d)(1)(A),
and an Underlying Fund, any principal underwriter for an Underlying
Fund, and any Broker to sell shares of an Underlying Fund to a Fund of
Funds in excess of the limits in section 12(d)(1)(B) of the Act.
    3. Applicants state that the terms and conditions of the proposed
arrangement will not give rise to the policy concerns underlying
sections 12(d)(1)(A) and (B), which include concerns about undue
influence by a fund of funds over underlying funds, excessive layering
of fees, and overly complex fund structures. Accordingly, applicants
believe that the requested exemption is consistent with the public
interest and the protection of investors.
    4. Applicants believe that neither a Fund of Funds nor a Fund of
Funds Affiliate would be able to exert undue influence over the
Unaffiliated Funds.\4\ To limit the control that a Fund of Funds may
have over an Unaffiliated Fund, applicants propose a condition
prohibiting the Adviser, any person controlling, controlled by, or
under common control with the Adviser, and any investment company or
issuer that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act that is advised or sponsored by the Adviser or any
person controlling, controlled by, or under common control with the
Adviser (the ``Advisory Group'') from controlling (individually or in
the aggregate) an Unaffiliated Fund within the meaning of section
2(a)(9) of the Act. The same prohibition would apply to any other
investment adviser within the meaning of section 2(a)(20)(B) of the Act
to a Fund of Funds (``Subadviser''), any person controlling, controlled
by or under common control with the Subadviser, and any investment
company or issuer that would be an investment company but for section
3(c)(1) or 3(c)(7) of the Act (or portion of such investment company or
issuer) advised or sponsored by the Subadviser or any person
controlling, controlled by or under common control with the Subadviser
(the ``Subadvisory Group''). Applicants propose other conditions to
limit the potential for undue influence over the Unaffiliated Funds,
including that no Fund of Funds or Fund of Funds Affiliate (except to
the extent it is acting in its capacity as an investment adviser to an
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust)
will cause an Unaffiliated Fund to purchase a security in an offering
of securities during the existence of any underwriting or selling
syndicate of which a principal underwriter is an Underwriting Affiliate
(``Affiliated Underwriting''). An ``Underwriting Affiliate'' is a
principal underwriter in any underwriting or selling syndicate that is
an officer, director, member of an advisory board, investment adviser,
Subadviser, or employee of the Fund of Funds, or a person of which any
such officer, director, member of an advisory board, investment
adviser, Subadviser, or employee is an affiliated person. An
Underwriting Affiliate does not include any person whose relationship
to an Unaffiliated Fund is covered by section 10(f) of the Act.
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    \4\ A ``Fund of Funds Affiliate'' is the Adviser, any
subadviser, promoter or principal underwriter of a Fund of Funds, as
well as any person controlling, controlled by, or under common
control with any of those entities. An ``Unaffiliated Fund
Affiliate'' is an investment adviser, sponsor, promoter, or
principal underwriter of an Unaffiliated Fund, as well as any person
controlling, controlled by, or under common control with any of
those entities.
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    5. To further assure that an Unaffiliated Investment Company
understands the implications of an investment by a Fund of Funds under
the requested order, prior to a Fund of Funds' investment in the shares
of an Unaffiliated Investment Company in excess of the limit in section
12(d)(1)(A)(i) of the Act, the Fund of Funds and the Unaffiliated
Investment Company will execute an agreement stating, without
limitation, that their Boards and their investment advisers understand
the terms and conditions of the order and agree to fulfill their
responsibilities under the order (``Participation Agreement'').
Applicants note that an Unaffiliated Investment Company (other than an
ETF whose shares are purchased by a Fund of Funds in the secondary
market) will retain its right at all times to reject any investment by
a Fund of Funds.\5\
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    \5\ An Unaffiliated Investment Company, including an ETF, would
retain its right to reject any initial investment by a Fund of Funds
in excess of the limit in section 12(d)(1)(A)(i) of the Act by
declining to execute the Participation Agreement with the Fund of
Funds.

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    6. Applicants state that they do not believe that the proposed
arrangement will involve excessive layering of fees. The Board of each
Fund of Funds, including a majority of the trustees who are not
``interested persons'' (within the meaning of section 2(a)(19) of the
Act) (``Independent Trustees''), will find that the advisory fees
charged under investment advisory or management contract(s) are based
on services provided that will be in addition to, rather than
duplicative of, the services provided under such advisory contract(s)
of any Underlying Fund in which the Fund of Funds may invest. In
addition, the Adviser will waive fees otherwise payable to it by the
Fund of Funds in an amount at least equal to any compensation
(including fees received pursuant to any plan adopted by an
Unaffiliated Investment Company under rule 12b-1 under the Act)
received from an Unaffiliated Fund by the Adviser or an affiliated
person of the Adviser, other than any advisory fees paid to the Adviser
or its affiliated person by an Unaffiliated Investment Company, in
connection with the investment by the Fund of Funds in the Unaffiliated
Fund. Any sales charges and/or service fees charged with respect to
shares of the Fund of Funds will not exceed the limits applicable to a
fund of funds as set forth in Rule 2830 of the Conduct Rules of the
NASD (``NASD Conduct Rule 2830'').\6\
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    \6\ Any references to NASD Conduct Rule 2830 include any
successor or replacement FINRA rule to NASD Conduct Rule 2830.
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    7. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that no Underlying
Fund will acquire securities of any investment company or company
relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the
limits contained in section 12(d)(1)(A) of the Act, except in certain
circumstances identified in condition 11 below.
B. Section 17(a)
    1. Section 17(a) of the Act generally prohibits sales or purchases
of securities between a registered investment company and any
affiliated person of the company. Section 2(a)(3) of the Act defines an
``affiliated person'' of another person to include (a) any person
directly or indirectly owning, controlling, or holding with power to
vote, 5% or more of the outstanding voting securities of the other
person; (b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with
power to vote by the other person; and (c) any person directly or
indirectly controlling, controlled by, or under common control with the
other person.
    2. Applicants state that a Fund of Funds and the Affiliated Funds
might be deemed to be under common control of the Adviser and therefore
affiliated persons of one another. Applicants also state that a Fund of
Funds and the Unaffiliated Funds might be deemed to be affiliated
persons of one another if the Fund of Funds acquires 5% or more of an
Unaffiliated Fund's outstanding voting securities. In light of these
and other possible affiliations, section 17(a) could prevent an
Underlying Fund from selling shares to and redeeming shares from a Fund
of Funds.
    3. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
it finds that (a) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (b) the proposed transaction is consistent with the policies
of each registered investment company involved; and (c) the proposed
transaction is consistent with the general purposes of the Act. Section
6(c) of the Act permits the Commission to exempt any persons or
transactions from any provision of the Act if such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act.
    4. Applicants submit that the proposed transactions satisfy the
standards for relief under sections 17(b) and 6(c) of the Act.\7\
Applicants state that the terms of the transactions are reasonable and
fair and do not involve overreaching. Applicants state that the terms
upon which an Underlying Fund will sell its shares to or purchase its
shares from a Fund of Funds will be based on the net asset value of the
Underlying Fund.\8\ Applicants state that the proposed transactions
will be consistent with the policies of each Fund of Funds and each
Underlying Fund and with the general purposes of the Act.
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    \7\ Applicants acknowledge that receipt of any compensation by
(a) an affiliated person of a Fund of Funds, or an affiliated person
of such person, for the purchase by a Fund of Funds of shares of an
Underlying Fund or (b) an affiliated person of an Underlying Fund,
or an affiliated person of such person, for the sale by the
Underlying Fund of its shares to a Fund of Funds may be prohibited
by section 17(e)(1) of the Act. The Participation Agreement also
will include this acknowledgment.
    \8\ Applicants note that a Fund of Funds generally would
purchase and sell shares of an Unaffiliated Fund that operates as an
ETF through secondary market transactions rather than through
principal transactions with the Unaffiliated Fund. To the extent
that a Fund of Funds purchases or redeems shares from an ETF that is
an affiliated person of the Fund of Funds in exchange for a basket
of specified securities as described in the application for the
exemptive order upon which the ETF relies, applicants also request
relief from section 17(a) of the Act for those in-kind transactions.
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Other Investments by Same Group Funds of Funds

    1. Section 12(d)(1)(G) of the Act provides that section 12(d)(1)
will not apply to securities of an acquired company purchased by an
acquiring company if: (i) The acquiring company and acquired company
are part of the same group of investment companies; (ii) the acquiring
company holds only securities of acquired companies that are part of
the same group of investment companies, government securities, and
short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Exchange Act or by the Commission; and (iv) the acquired
company has a policy that prohibits it from acquiring securities of
registered open-end management investment companies or registered unit
investment trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    2. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (1)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other
than securities issued by an investment company); and (3) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
    3. Applicants state that the proposed arrangement would comply with
the provisions of rule 12d1-2 under the Act, but for the fact that a
Same Group Fund of Funds may invest a portion of its assets in Other
Investments. Applicants request an order under section 6(c) of the Act
for an exemption from rule

12d1-2(a) to allow the Same Group Funds of Funds to invest in Other
Investments. Applicants assert that permitting Same Group Funds of
Funds to invest in Other Investments as described in the application
would not raise any of the concerns that the requirements of section
12(d)(1) were designed to address.

Applicants' Conditions

Investments by Funds of Funds in Underlying Funds

    Applicants agree that the relief to permit Funds of Funds to invest
in Underlying Funds shall be subject to the following conditions:
    1. The members of an Advisory Group will not control (individually
or in the aggregate) an Unaffiliated Fund within the meaning of section
2(a)(9) of the Act. The members of a Subadvisory Group will not control
(individually or in the aggregate) an Unaffiliated Fund within the
meaning of section 2(a)(9) of the Act. If, as a result of a decrease in
the outstanding voting securities of an Unaffiliated Fund, the Advisory
Group or a Subadvisory Group, each in the aggregate, becomes a holder
of more than 25 percent of the outstanding voting securities of the
Unaffiliated Fund, then the Advisory Group or the Subadvisory Group
will vote its shares of the Unaffiliated Fund in the same proportion as
the vote of all other holders of the Unaffiliated Fund's shares. This
condition will not apply to a Subadvisory Group with respect to an
Unaffiliated Fund for which the Subadviser or a person controlling,
controlled by, or under common control with the Subadviser acts as the
investment adviser within the meaning of section 2(a)(20)(A) of the Act
(in the case of an Unaffiliated Investment Company) or as the sponsor
(in the case of an Unaffiliated Trust).
    2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in shares of an
Unaffiliated Fund to influence the terms of any services or
transactions between the Fund of Funds or a Fund of Funds Affiliate and
the Unaffiliated Fund or an Unaffiliated Fund Affiliate.
    3. The Board of each Fund of Funds, including a majority of the
Independent Trustees, will adopt procedures reasonably designed to
assure that its Adviser and any Subadviser(s) to the Fund of Funds are
conducting the investment program of the Fund of Funds without taking
into account any consideration received by the Fund of Funds or Fund of
Funds Affiliate from an Unaffiliated Fund or an Unaffiliated Fund
Affiliate in connection with any services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an
Unaffiliated Investment Company exceeds the limit of section
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Investment
Company, including a majority of the Independent Trustees, will
determine that any consideration paid by the Unaffiliated Investment
Company to a Fund of Funds or a Fund of Funds Affiliate in connection
with any services or transactions: (a) Is fair and reasonable in
relation to the nature and quality of the services and benefits
received by the Unaffiliated Investment Company; (b) is within the
range of consideration that the Unaffiliated Investment Company would
be required to pay to another unaffiliated entity in connection with
the same services or transactions; and (c) does not involve
overreaching on the part of any person concerned. This condition does
not apply with respect to any services or transactions between an
Unaffiliated Investment Company and its investment adviser(s) or any
person controlling, controlled by, or under common control with such
investment adviser(s).
    5. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to an
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust)
will cause an Unaffiliated Fund to purchase a security in any
Affiliated Underwriting.
    6. The Board of an Unaffiliated Investment Company, including a
majority of the Independent Trustees, will adopt procedures reasonably
designed to monitor any purchases of securities by the Unaffiliated
Investment Company in an Affiliated Underwriting once an investment by
a Fund of Funds in the securities of the Unaffiliated Investment
Company exceeds the limit of section 12(d)(1)(A)(i) of the Act,
including any purchases made directly from an Underwriting Affiliate.
The Board of the Unaffiliated Investment Company will review these
purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Fund of Funds in the Unaffiliated Investment Company. The Board of
the Unaffiliated Investment Company will consider, among other things,
(a) whether the purchases were consistent with the investment
objectives and policies of the Unaffiliated Investment Company; (b) how
the performance of securities purchased in an Affiliated Underwriting
compares to the performance of comparable securities purchased during a
comparable period of time in underwritings other than Affiliated
Underwritings or to a benchmark such as a comparable market index; and
(c) whether the amount of securities purchased by the Unaffiliated
Investment Company in Affiliated Underwritings and the amount purchased
directly from an Underwriting Affiliate have changed significantly from
prior years. The Board of the Unaffiliated Investment Company will take
any appropriate actions based on its review, including, if appropriate,
the institution of procedures designed to assure that purchases of
securities in Affiliated Underwritings are in the best interests of
shareholders.
    7. Each Unaffiliated Investment Company shall maintain and preserve
permanently in an easily accessible place a written copy of the
procedures described in the preceding condition, and any modifications
to such procedures, and shall maintain and preserve for a period not
less than six years from the end of the fiscal year in which any
purchase in an Affiliated Underwriting occurred, the first two years in
an easily accessible place, a written record of each purchase of
securities in an Affiliated Underwriting once an investment by a Fund
of Funds in the securities of an Unaffiliated Investment Company
exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth
the: (a) Party from whom the securities were acquired, (b) identity of
the underwriting syndicate's members, (c) terms of the purchase, and
(d) information or materials upon which the determinations of the Board
of the Unaffiliated Investment Company were made.
    8. Prior to its investment in shares of an Unaffiliated Investment
Company in excess of the limit in section 12(d)(1)(A)(i) of the Act,
the Fund of Funds and the Unaffiliated Investment Company will execute
a Participation Agreement stating, without limitation, that their
Boards and their investment advisers understand the terms and
conditions of the order and agree to fulfill their responsibilities
under the order. At the time of its investment in shares of an
Unaffiliated Investment Company in excess of the limit in section
12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated Investment
Company of the investment. At such time, the Fund of Funds will also
transmit to the Unaffiliated Investment Company a list of the names of
each Fund of Funds Affiliate and Underwriting Affiliate. The Fund of
Funds will notify the Unaffiliated

Investment Company of any changes to the list of the names as soon as
reasonably practicable after a change occurs. The Unaffiliated
Investment Company and the Fund of Funds will maintain and preserve a
copy of the order, the Participation Agreement, and the list with any
updated information for the duration of the investment and for a period
of not less than six years thereafter, the first two years in an easily
accessible place.
    9. Before approving any advisory contract under section 15 of the
Act, the Board of each Fund of Funds, including a majority of the
Independent Trustees, shall find that the advisory fees charged under
such advisory contract are based on services provided that are in
addition to, rather than duplicative of, services provided under the
advisory contract(s) of any Underlying Fund in which the Fund of Funds
may invest. Such finding and the basis upon which the finding was made
will be recorded fully in the minute books of the appropriate Fund of
Funds.
    10. The Adviser will waive fees otherwise payable to it by a Fund
of Funds in an amount at least equal to any compensation (including
fees received pursuant to any plan adopted by an Unaffiliated
Investment Company under rule 12b-1 under the Act) received from an
Unaffiliated Fund by the Adviser, or an affiliated person of the
Adviser, other than any advisory fees paid to the Adviser or its
affiliated person by an Unaffiliated Investment Company, in connection
with the investment by the Fund of Funds in the Unaffiliated Fund. Any
Subadviser will waive fees otherwise payable to the Subadviser,
directly or indirectly, by the Fund of Funds in an amount at least
equal to any compensation received by the Subadviser, or an affiliated
person of the Subadviser, from an Unaffiliated Fund, other than any
advisory fees paid to the Subadviser or its affiliated person by an
Unaffiliated Investment Company, in connection with the investment by
the Fund of Funds in the Unaffiliated Fund made at the direction of the
Subadviser. In the event that the Subadviser waives fees, the benefit
of the waiver will be passed through to the Fund of Funds.
    11. No Underlying Fund will acquire securities of any other
investment company or company relying on section 3(c)(1) or 3(c)(7) of
the Act in excess of the limits contained in section 12(d)(1)(A) of the
Act, except to the extent that such Underlying Fund: (a) Receives
securities of another investment company as a dividend or as a result
of a plan of reorganization of a company (other than a plan devised for
the purpose of evading section 12(d)(1) of the Act); or (b) acquires
(or is deemed to have acquired) securities of another investment
company pursuant to exemptive relief from the Commission permitting
such Underlying Fund to (i) acquire securities of one or more
investment companies for short-term cash management purposes, or (ii)
engage in interfund borrowing and lending transactions.
    12. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to fund
of funds set forth in NASD Conduct Rule 2830.

Other Investments by Same Group Funds of Funds

    Applicants agree that the relief to permit Same Group Funds of
Funds to invest in Other Investments shall be subject to the following
condition:
    13. Applicants will comply with all provisions of rule 12d1-2 under
the Act, except for paragraph (a)(2) to the extent that it restricts
any Same Group Fund of Funds from investing in Other Investments as
described in the application.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-21674 Filed 8-30-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register Volume 80, Number 102 (Thursday, May 28, 2015)]
[Notices]
[Pages 30476-30477]
[FR Doc No: 2015-12920]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4219-DR; Docket ID FEMA-2015-0002]

West Virginia; Major Disaster and Related Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This is a notice of the Presidential declaration of a major
disaster for the State of West Virginia (FEMA-4219-DR), dated May 14,
2015, and related determinations.

DATES: : Effective Date: May 14, 2015.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW.,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Notice is hereby given that, in a letter
dated May 14, 2015, the President issued a major disaster declaration
under the authority of the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, 42 U.S.C. 5121 et seq. (the ``Stafford
Act''), as follows:

I have determined that the damage in certain areas of the State of
West Virginia resulting from severe storms, flooding, landslides,
and mudslides during the period of April 3-5, 2015, is of sufficient
severity and magnitude to warrant a major disaster declaration under
the Robert T. Stafford Disaster Relief and Emergency Assistance Act,
42 U.S.C. 5121 et seq. (the ``Stafford Act''). Therefore, I declare
that such a major disaster exists in the State of West Virginia.
    In order to provide Federal assistance, you are hereby
authorized to allocate from funds available for these purposes such
amounts as you find necessary for Federal disaster assistance and
administrative expenses.
    You are authorized to provide Public Assistance in the
designated areas and Hazard Mitigation throughout the State.
Consistent with the requirement that Federal assistance be
supplemental, any Federal funds provided under the Stafford Act for
Hazard Mitigation will be limited to 75 percent of the total
eligible costs. Federal funds provided under the Stafford Act for
Public Assistance also will be limited to 75 percent of the total
eligible costs, with the exception of projects that meet the
eligibility criteria for a higher Federal cost-sharing percentage
under the Public Assistance Alternative Procedures Pilot Program for
Debris Removal implemented pursuant to section 428 of the Stafford
Act.
    Further, you are authorized to make changes to this declaration
for the approved assistance to the extent allowable under the
Stafford Act.

    The Federal Emergency Management Agency (FEMA) hereby gives notice
that pursuant to the authority vested in the Administrator, under
Executive Order 12148, as amended, Kari Suzann Cowie, of FEMA is
appointed to act as the Federal Coordinating Officer for this major
disaster.
    The following areas of the State of West Virginia have been
designated as adversely affected by this major disaster:

    Boone, Cabell, Lincoln, Logan, Mingo, and Wayne Counties for
Public Assistance.
    All areas within the State of West Virginia are eligible for
assistance under the Hazard Mitigation Grant Program.

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

W. Craig Fugate,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2015-12920 Filed 5-27-15; 8:45 am]
 BILLING CODE 9111-23-P


[Federal Register Volume 76, Number 90 (Tuesday, May 10, 2011)]
[Proposed Rules]
[Pages 26981-26982]
[FR Doc No: 2011-11245]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

44 CFR Part 67

[Docket ID FEMA-2011-0002; Internal Agency Docket No. FEMA-B-1175]

Proposed Flood Elevation Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Proposed rule; correction.

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SUMMARY: On February 16, 2011, FEMA published in the Federal Register a
proposed rule that contained an erroneous table. This notice provides
corrections to that table, to be used in lieu of the information
published at 76 FR 8978. The table provided here represents the
flooding sources, location of referenced elevations, effective and
modified elevations, and communities affected for Yolo County,
California, and Incorporated Areas. Specifically, it addresses the
following flooding sources: Cache Creek, Cache Creek Left Bank
Overflow, and Cache Creek Right Bank Overflow.

DATES: Comments are to be submitted on or before August 8, 2011.

ADDRESSES: You may submit comments, identified by Docket No. FEMA-B-
1175, to Luis Rodriguez, Chief, Engineering Management Branch, Federal
Insurance and Mitigation Administration, Federal Emergency Management
Agency, 500 C Street, SW., Washington, DC 20472,<PHONE_NUMBER> or (e-
mail<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Luis Rodriguez, Chief, Engineering
Management Branch, Federal Insurance and Mitigation Administration,
Federal Emergency Management Agency, 500 C Street, SW., Washington, DC
20472,<PHONE_NUMBER> or (e-mail<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) publishes proposed determinations of Base (1% annual-chance)
Flood Elevations (BFEs) and modified BFEs for communities participating
in the National Flood Insurance Program (NFIP), in accordance with
section 110 of the Flood Disaster Protection Act of 1973, 42 U.S.C.
4104, and 44 CFR 67.4(a).
    These proposed BFEs and modified BFEs, together with the floodplain
management criteria required by 44 CFR 60.3, are minimum requirements.
They should not be construed to mean that the community must change any
existing ordinances that are more stringent in their floodplain
management requirements. The community may at any time enact stricter
requirements of its own or pursuant to policies established by other
Federal, State, or regional entities. These proposed elevations are
used to meet the floodplain management requirements of the NFIP and
also are used to calculate the appropriate flood insurance premium
rates for new buildings built after these elevations are made final,
and for the contents in those buildings.

Corrections

    In the proposed rule published at 76 FR 8978, in the February 16,
2011, issue of the Federal Register, FEMA published a table under the
authority of 44 CFR 67.4. The table, entitled ``Unincorporated Areas of
Yolo County, California'' addressed the flooding source Cache Creek
Settling Basin. That table contained inaccurate information as to the
location of referenced elevation, effective and modified elevation in
feet, and/or communities affected for this flooding source. In this
notice, FEMA is publishing a table containing the accurate information,
to address these prior errors. The information published in the Federal
Register on February 16, 2011, for Cache Creek Settling Basin has been
divided into individual descriptions for Cache Creek, Cache Creek Left
Bank Overflow, and Cache Creek Right Bank Overflow to provide more
detailed information on the area affected by these proposed BFEs and
modified BFEs. The City of Woodland also has been added as a community
affected by Cache Creek Right Bank Overflow. The information

provided below should be used in lieu of that previously published for
Cache Creek Settling Basin.

----------------------------------------------------------------------------------------------------------------
                                                                  *Elevation in feet
                                                                 (NGVD)  +Elevation in
                                                                 feet  (NAVD)  Depth in feet  above
         Flooding source(s)            Location of referenced  ground  [caret]Elevation    Communities affected
                                            elevation**             in meters (MSL)

                                                              --------------------------
                                                                Effective     Modified
----------------------------------------------------------------------------------------------------------------
                                 Yolo County, California, and Incorporated Areas
----------------------------------------------------------------------------------------------------------------
Cache Creek.........................  Approximately 3,200              +48          +54  Unincorporated Areas of
                                       feet downstream of                                 Yolo County.
                                       County Road 102.
                                      Approximately 1.4 miles          +95          +94
                                       downstream of County
                                       Road 94B.
Cache Creek Left Bank Overflow......  Approximately 1.9 miles         None          +40  Unincorporated Areas of
                                       east of the                                        Yolo County.
                                       intersection of County
                                       Road 103 and County
                                       Road 20.
                                      Approximately 3,200              +48          +54
                                       feet downstream of
                                       County Road 102.
Cache Creek Right Bank Overflow.....  Approximately 1.1 miles          +36          +37  City of Woodland,
                                       east of the                                        Unincorporated Areas
                                       intersection of County                             of Yolo County.
                                       Road 24 and County
                                       Road 102.
                                      Approximately 1,500              +91          +93
                                       feet north of the
                                       intersection of County
                                       Road 96B and County
                                       Road 19B.
----------------------------------------------------------------------------------------------------------------
* National Geodetic Vertical Datum.
+ North American Vertical Datum.
 Depth in feet above ground.
[caret] Mean Sea Level, rounded to the nearest 0.1 meter.
** BFEs to be changed include the listed downstream and upstream BFEs, and include BFEs located on the stream
 reach between the referenced locations above. Please refer to the revised Flood Insurance Rate Map located at
 the community map repository (see below) for exact locations of all BFEs to be changed.

Send comments to Luis Rodriguez, Chief, Engineering Management Branch, Federal Insurance and Mitigation
 Administration, Federal Emergency Management Agency, 500 C Street, SW., Washington, DC 20472.

                                                    ADDRESSES

City of Woodland
Maps are available for inspection at the Community Development Department, 520 Court Street, Woodland, CA 95695.
                                       Unincorporated Areas of Yolo County
Maps are available for inspection at the Yolo County Department of Planning and Public Works, 292 West Beamer
 Street, Woodland, CA 95695.
----------------------------------------------------------------------------------------------------------------

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

    Dated: April 26, 2011.
Sandra K. Knight,
Deputy Federal Insurance and Mitigation Administrator, Mitigation,
Department of Homeland Security, Federal Emergency Management Agency.
[FR Doc. 2011-11245 Filed 5-9-11; 8:45 am]
BILLING CODE 9110-12-P


[Federal Register Volume 88, Number 223 (Tuesday, November 21, 2023)]
[Notices]
[Page 81069]
[FR Doc No: 2023-25741]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Elgin Energy Center, LLC; Rocky Road Power, LLC; Notice of
Institution of Section 206 Proceeding and Refund Effective Date

    On November 14, 2023, the Commission issued an order in Docket Nos.
EL24-7-000 and EL24-9-000, pursuant to section 206 of the Federal Power
Act (FPA), 16 U.S.C. 824e, instituting an investigation to determine
whether Elgin Energy Center, LLC and Rocky Road Power, LLC's
(collectively, the Project Companies) Rate Schedules are unjust,
unreasonable, unduly discriminatory or preferential, or otherwise
unlawful. Elgin Energy Ctr., LLC, 185 FERC ] 61,114 (2023).
    The refund effective date in Docket Nos. EL24-7-000 and EL24-9-000,
established pursuant to section 206(b) of the FPA, will be the date of
publication of this notice in the Federal Register.
    Any interested person desiring to be heard in Docket Nos. EL24-7-
000 and EL24-9-000 must file a notice of intervention or motion to
intervene, as appropriate, with the Federal Energy Regulatory
Commission, in accordance with Rule 214 of the Commission's Rules of
Practice and Procedure, 18 CFR 385.214 (2022), within 21 days of the
date of issuance of the order.
    In addition to publishing the full text of this document in the
Federal Register, the Commission provides all interested persons an
opportunity to view and/or print the contents of this document via the
internet through the Commission's Home Page (http://www.ferc.gov) using
the ``eLibrary'' link. Enter the docket number excluding the last three
digits in the docket number field to access the document. At this time,
the Commission has suspended access to the Commission's Public
Reference Room, due to the proclamation declaring a National Emergency
concerning the Novel Coronavirus Disease (COVID-19), issued by the
President on March 13, 2020. For assistance, contact FERC at
[email protected] or call toll-free,<PHONE_NUMBER> or TYY,
(202) 502-8659.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFile'' link at
http://www.ferc.gov. In lieu of electronic filing, you may submit a
paper copy. Submissions sent via the U.S. Postal Service must be
addressed to: Kimberly D. Bose, Secretary, Federal Energy Regulatory
Commission, 888 First Street NE, Room 1A, Washington, DC 20426.
Submissions sent via any other carrier must be addressed to: Kimberly
D. Bose, Secretary, Federal Energy Regulatory Commission, 12225 Wilkins
Avenue, Rockville, Maryland 20852.
    The Commission's Office of Public Participation (OPP) supports
meaningful public engagement and participation in Commission
proceedings. OPP can help members of the public, including landowners,
environmental justice communities, Tribal members and others, access
publicly available information and navigate Commission processes. For
public inquiries and assistance with making filings such as
interventions, comments, or requests for rehearing, the public is
encouraged to contact OPP at<PHONE_NUMBER> or [email protected].

    Dated: November 15, 2023.
Debbie-Anne A. Reese,
Deputy Secretary.
[FR Doc. 2023-25741 Filed 11-20-23; 8:45 am]
BILLING CODE 6717-01-P