[Federal Register Volume 78, Number 80 (Thursday, April 25, 2013)]
[Notices]
[Pages 24447-24449]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-09769]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30471; 812-14075]
Goldman Sachs Trust, et al.; Notice of Application
April 19, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a)
under the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order to permit open-end
management investment companies relying on rule 12d1-2 under the Act to
invest in certain financial instruments.
Applicants: Goldman Sachs Trust and Goldman Sachs Variable Insurance
Trust (each a ``Trust,'' together, the ``Trusts''), Goldman Sachs Asset
Management, L.P (``GSAM'') and Goldman Sachs Asset Management
International (``GSAMI'') (each, an ``Initial Adviser'' and
collectively, the ``Initial Advisers''), and Goldman Sachs & Co.
(``Goldman Sachs'').
Filing Date: The application was filed on September 7, 2012, and
amended February 15, 2013.
[[Page 24448]]
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 May 14, 2013, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Elizabeth M. Murphy, Secretary, Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: c/
o Caroline Kraus, Goldman, Sachs & Co., 200 West Street, New York, NY
10282.
FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at
(202) 551-6870, 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 for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants' Representations
1. The Trusts are organized as Delaware statutory trusts and are
registered with the Commission as open-end management investment
companies. Each of the Initial Advisers is registered as an investment
adviser under the Investment Advisers Act of 1940 (``Advisers Act'').
GSAM is a Delaware limited partnership. GSAMI is a company organized
under the laws of England and Wales. Goldman Sachs, an investment
adviser registered under the Advisers Act and a broker-dealer
registered under the Securities and Exchange Act of 1934, will serve as
distributor and transfer agent for the Funds.
2. Applicants request the exemption to the extent necessary to
permit any existing or future series of the Trusts and any other
registered open-end management investment company or series thereof
that (a) is advised by an Initial Adviser or any person controlling,
controlled by or under common control with an Initial Adviser (any such
adviser, including an Initial Adviser, an ``Adviser''); (b) is in the
same group of investment companies as defined in section 12(d)(1)(G) of
the Act as the Trusts; (c) invests in other registered open-end
management investment companies (``Underlying Funds'') in reliance on
section 12(d)(1)(G) of the Act; and (d) 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 now or in the future acts as principal underwriter, or
broker or dealer if registered under the Securities Exchange Act of
1934 (``Exchange Act''), with respect to the transactions described in
the application.
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
3. Consistent with its fiduciary obligations under the Act, each
Fund of Funds' board of trustees will review the advisory fees charged
by the Fund of Funds' Adviser to ensure that they are based on services
provided that are in addition to, rather than duplicative of, services
provided pursuant to the advisory agreement of any investment company
in which the Fund of Funds may invest.
Applicants' Legal Analysis
1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides, in part, that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) the acquired company and acquiring
company are part of the same group of investment companies; (ii) the
acquiring company holds only securities of acquired companies that are
part of the same group of investment companies, Government securities,
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Exchange Act or by the Commission; and (iv) the acquired
company has a policy that prohibits it from acquiring securities of
registered open-end investment companies or registered unit investment
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, Government securities, and short-term paper: (i)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other
than securities issued by an investment company); and (iii) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule under the Act, if such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policies and
provisions of the Act. Applicants submit that their request for relief
meets this standard.
5. 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
[[Page 24449]]
while investing in Underlying Funds. Applicants state that the Funds of
Funds will comply with rule 12d1-2 under the Act, but for the fact that
the Funds of Funds may invest a portion of their assets in Other
Investments. Applicants 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.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-09769 Filed 4-24-13; 8:45 am]
BILLING CODE 8011-01-P