[Federal Register Volume 77, Number 240 (Thursday, December 13, 2012)]
[Notices]
[Pages 74228-74230]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-30052]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30297; File No. 812-14047]
Lord, Abbett & Co. LLC, et al.; Notice of Application
December 6, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a)
under the Act.
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Summary of Application: Applicants request an order to permit open-end
management investment companies relying on rule 12d1-2 under the Act to
invest in certain financial instruments.
Applicants: Lord, Abbett & Co. LLC (``Lord Abbett''), Lord Abbett
Distributor
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LLC (``Lord Abbett Distributor''), and Lord Abbett Global Fund, Inc.,
Lord Abbett Investment Trust, and Lord Abbett Securities Trust (each, a
``Company'', and collectively, the ``Companies'').
DATES: Filing Dates: The application was filed on June 26, 2012, and
amended on October 26, 2012, October 26, 2012, and November 30, 2012.
Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on December 27, 2012, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Elizabeth M. Murphy, Secretary, Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, c/
o Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302.
FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at
(202) 551-6826, or Jennifer L. Sawin, Branch Chief, at (202) 551-6821
(Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. Lord Abbett Global Fund, Inc. is organized as a Maryland
corporation; Lord Abbett Investment Trust and Lord Abbett Securities
Trust each are organized as a Delaware statutory trust. Each Company is
registered under the Act as an open-end management investment company.
Lord Abbett, a Delaware limited liability company, is an investment
adviser registered under the Investment Advisers Act of 1940, as
amended (the ``Advisers Act'') and serves as investment adviser to each
Company. Lord Abbett Distributor is organized as a New York limited
liability company, and is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (``1934 Act''); Lord Abbett
Distributor is the principal underwriter of each Company.
2. Applicants request the exemption to the extent necessary to
permit any existing or future series of each Company and of any other
registered open-end management investment company that (i) Is advised
by Lord Abbett or any person controlling, controlled by or under common
control with Lord Abbett (any such adviser or Lord Abbett, an
``Adviser'') and (ii) is in the same group of investment companies, as
defined in section 12(d)(1)(G) of the Act, as the Companies and invests
in other registered open-end management investment companies in that
same group (``Underlying Funds'') in reliance on section 12(d)(1)(G) of
the Act; and (iii) is also eligible to invest in securities (as defined
in section 2(a)(36) of the Act) in reliance on rule 12d1-2 under the
Act (each a ``Fund of Funds''), to also invest, to the extent
consistent with its investment objectives, policies, strategies and
limitations, in financial instruments that may not be securities within
the meaning of section 2(a)(36) of the Act (``Other Investments'').\1\
Applicants also request that the order exempt any entity, including any
entity controlled by or under common control with an Adviser, that in
the future acts as principal underwriter, or broker or dealer if
registered under the 1934 Act, with respect to the transactions
described in the application.
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\1\ Every existing entity that currently intends to rely on the
requested order is named as an applicant. Any entity that relies on
the order in the future will do so only in accordance with the terms
and condition in the application.
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3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of directors or trustees, as the case may be, will
review the advisory fees charged by the Fund of Funds' Adviser to
ensure that they are based on services provided that are in addition
to, rather than duplicative of, services provided pursuant to the
advisory agreement of any investment company in which the Fund of Funds
may invest.
Applicants' Legal Analysis
1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides, in part, that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) The acquired company and acquiring
company are part of the same group of investment companies; (ii) the
acquiring company holds only securities of acquired companies that are
part of the same group of investment companies, government securities,
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the 1934 Act, or by the Commission; and (iv) the acquired
company has a policy that prohibits it from acquiring securities of
registered open-end investment companies or registered unit investment
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (i)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other
than securities issued by an investment company); and (iii) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule
[[Page 74230]]
under the Act, if such exemption is necessary or appropriate in the
public interest and consistent with the protection of investors and the
purposes fairly intended by the policies and provisions of the Act.
5. Applicants state that the Funds of Funds will comply with rule
12d1-2 under the Act, but for the fact that they may invest a portion
of their assets in Other Investments. Applicants request an order under
section 6(c) of the Act for an exemption from rule 12d1-2(a) to allow
the Funds of Funds to invest in Other Investments while investing in
Underlying Funds. Applicants assert that permitting the Funds of Funds
to invest in Other Investments as described in the application would
not raise any of the concerns that the requirements of section 12(d)(1)
were designed to address.
Applicants' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Fund of Funds from investing in Other Investments as described in the
application.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30052 Filed 12-12-12; 8:45 am]
BILLING CODE 8011-01-P