
[Federal Register: April 30, 2008 (Volume 73, Number 84)]
[Notices]               
[Page 23516-23517]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr30ap08-137]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28252; 812-13508]

 
Thrivent Mutual Funds, et al.; Notice of Application

April 24, 2008.
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 funds of 
funds relying on rule 12d1-2 under the Act to invest in certain 
financial instruments.

Applicants: Thrivent Mutual Funds (``TMF''), Thrivent Series Fund, Inc. 
(``TSF,'' together with TMF, the ``Funds''), Thrivent Asset Management, 
LLC (``TAM''), Thrivent Financial for Lutherans (``TFL'') and Thrivent 
Investment Management Inc. (``TIMI'').

Filing Dates: The application was filed on February 20, 2008, and 
amended on April 22, 2008.

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 19, 2008 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, Commission, 100 F Street, NE., Washington, DC 
20549-1090; Applicants, c/o David S. Royal, Thrivent Financial for 
Lutherans, 625 Fourth Avenue, South, Minneapolis, MN 55415.

FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202) 
551-6919, or Nadya B. Roytblat, Assistant Director, 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 for a fee at the 
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 
20549-1520 (telephone (202) 551-5850).

Applicants' Representations

    1. TMF is organized as a Massachusetts business trust, and TSF is 
organized as a Minnesota corporation; both are registered as open-end 
management investment companies under the Act and each offers separate 
investment portfolio series (``Funds'') that may invest in other 
registered investment companies (``Underlying Funds''). Applicants 
request an exemption to the extent necessary to permit the Funds and 
any other existing or future registered open-end management investment 
companies and their series advised by TAM or TFL or any entity 
controlling, controlled by, or under common control with, TAM or TFL 
(included in the term ``Funds'') that may invest in other Funds in 
reliance on section 12(d)(1)G) of the Act or rule 12d1-2 under the Act 
to also invest in financial instruments that may not be securities 
within the meaning of section 2(a)(36) of the Act (``Other 
Investments'') consistent with their investment objectives, policies, 
strategies and limitations. A Fund eligible to rely on section 
12(d)(1)G) of the Act or rule 12d1-2 is referred to as a ``Fund of 
Funds.''
    2. TAM serves as the investment adviser to each portfolio of TMF, 
and TFL serves as the investment adviser to each portfolio of TSF. Both 
TAM and TFL are registered as investment advisers under the Investment 
Advisers Act of 1940 (the ``Advisers Act''). TAM, a limited liability 
company organized under the laws of Delaware, is a wholly owned 
indirect subsidiary of TFL. TIMI, the distributor of TMF, is a wholly 
owned indirect subsidiary of TFL registered as a broker-dealer under 
the Securities Exchange Act of 1934 (``Exchange Act''), and as an 
investment adviser under the Advisers Act.

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.
    2. 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.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment

[[Page 23517]]

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.
    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.
    5. Applicants state that the proposed arrangement would comply with 
the provisions of 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 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. 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' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. Prior to approving any investment advisory agreement under 
section 15 of the Act, the board of the appropriate Fund of Funds, 
including a majority of the directors or trustees who are not 
``interested persons'' as defined in section 2(a)(19) of the Act, will 
find that the advisory fees, if any, charged under the agreement are 
based on services provided that are in addition to, rather than 
duplicative of, services provided pursuant to the advisory agreement of 
any Underlying Fund's advisory agreement. Such finding, and the basis 
upon which the finding is made, will be recorded fully in the minute 
books of the appropriate Fund of Funds.
    2. 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 from investing in Other Investments as described in the 
application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-9459 Filed 4-29-08; 8:45 am]

BILLING CODE 8010-01-P
