

[Federal Register: October 17, 2007 (Volume 72, Number 200)]
[Notices]               
[Page 58910-58916]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17oc07-116]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28012; 813-326]

 
Raymond James Employee Investment Fund I, L.P., et al.; Notice of 
Application

October 11, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 6(b) and 6(e) 
of the Investment Company Act of 1940 (the ``Act'') granting an 
exemption from all provisions of the Act, except section 9, and 
sections 36 through 53, and the rules and regulations under the Act. 
With respect to sections 17 and 30 of the Act, and the rules and 
regulations thereunder, and rule 38a-1 under the Act, the exemption is 
limited as set forth in the application.

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Summary of Application: Applicants request an order to exempt certain 
limited partnerships and other investment vehicles formed for the 
benefit of eligible employees of

[[Page 58911]]

Raymond James Financial, Inc. (``RJF'') and its affiliates from certain 
provisions of the Act. Each partnership or other investment vehicle 
will be an ``employees'' securities company'' within the meaning of 
section 2(a)(13) of the Act.

Applicants: Raymond James Employee Investment Fund I, L.P. and Raymond 
James Employee Investment Fund II, L.P. (together, the ``Initial 
Partnerships''), RJF, and RJEIF, Inc.

Filing Dates: The application was filed on February 21, 2001, and 
amended on October 5, 2007.

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 applicant with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on November 5, 2007, and should be accompanied by proof of service 
on applicant, 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, The Raymond James 
Financial Center, 880 Carillon Parkway, St. Petersburg, Florida 33716.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at 
(202) 551-6873, or Julia K. Gilmer, 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 for a fee at the 
Commission's Public Reference Branch, 100 F Street, NE., Washington DC 
20549-0102 (telephone (202) 551-5850).

Applicants' Representations

    1. RJF is a diversified financial services holding company 
organized under the laws of Florida, whose subsidiaries engage 
primarily in investment and financial planning, including securities 
and insurance brokerage, investment banking, asset management, banking 
and cash management and trust services. RJF and its ``Affiliates,'' as 
defined in rule 12b-2 under the Securities Exchange Act of 1934 (the 
``1934 Act''), are referred to collectively as ``Raymond James.''
    2. The Initial Partnerships are limited partnerships organized 
under the laws of the state of Delaware. RJEIF, Inc. serves as the 
general partner and investment adviser to the Initial Partnerships. 
Applicants may offer additional investment vehicles identical in all 
material respects (other than investment objectives and strategies and 
form of organization) that may be offered in the future to the same 
class of investors as those investing in the Initial Partnerships 
(together with the Initial Partnerships, the ``Partnerships''). Each 
Partnership will be a limited partnership or other investment vehicle 
formed as an ``employees' securities company'' within the meaning of 
section 2(a)(13) and will operate as a closed-end, non-diversified, 
management investment company.\1\ Each Partnership has been established 
or will be established primarily for the benefit of highly compensated 
employees of Raymond James as part of a program designed to create 
capital building opportunities that are competitive with those at other 
investment banking firms and to facilitate recruitment of high caliber 
professionals.
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    \1\ Applicants also may implement a pretax plan arrangement 
(``Pretax Plan''). In this case, no investment vehicle will be 
formed with respect to such Pretax Plan. Pursuant to a Pretax Plan, 
Raymond James will enter into arrangements with certain Eligible 
Employees, as defined below, of Raymond James, which will generally 
provide that (a) an Eligible Employee will defer a portion of his or 
her compensation payable by Raymond James, (b) such deferred 
compensation will be treated as having been notionally invested in 
investments designated for these purposes pursuant to the specific 
compensation plan, and (c) an Eligible Employee will be entitled to 
receive cash, securities or other property at the times and in the 
amounts set forth in the specific compensation plan, where the 
aggregate amount received by such Eligible Employee would be based 
upon the investment performance of the investments designated for 
these purposes pursuant to such compensation plan. The Pretax Plan 
will not actually purchase or sell any securities. Raymond James 
expects to offer, through Pretax Plans, economic benefits comparable 
to what would have been offered in an arrangement where an 
investment vehicle is formed. For purposes of the application, a 
Partnership will be deemed to be formed with respect to each Pretax 
Plan and each reference in the application to ``Partnership,'' 
``capital contribution,'' ``General Partner,'' ``Limited Partner,'' 
``loans,'' and ``Interest'' will be deemed to refer to the Pretax 
Plan, the notional capital contribution to the Pretax Plan, Raymond 
James, a participant of the Pretax Plan, notional loans, and 
participation rights in the Pretax Plan, respectively.
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    3. The general partner of each Partnership will be an Affiliate of 
RJF (``General Partner''). Any partner in a Partnership other than a 
General Partner is a ``Limited Partner'' or ``Participant.'' The 
General Partner will manage, operate, and control each of the 
Partnerships. The General Partner will be authorized to delegate 
investment management responsibility only to a Raymond James entity or 
a committee of Raymond James employees. The ultimate responsibility for 
the Partnerships' investments will remain with the General Partner. Any 
Raymond James entity that is delegated the responsibility of making 
investment decisions for a Partnership will register as an investment 
adviser under the Investment Advisers Act of 1940 (the ``Advisers 
Act'') if required under applicable law. The General Partner, Raymond 
James or any employee of the General Partner or Raymond James may be 
entitled to receive a performance-based fee (such as a ``carried 
interest'') based on the gains and losses of the investment program or 
of the Partnership's investment portfolio.\2\ All Partnership 
investments are referred to herein collectively as ``Portfolio 
Investments.''
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    \2\ A ``carried interest'' is an allocation to the General 
Partner, Limited Partner or the Raymond James entity acting as the 
investment adviser to a Partnership based on net gains in addition 
to the amount allocable to such entity in proportion to its capital 
contributions. A General Partner, Limited Partner or Raymond James 
entity that is registered as an investment adviser under the 
Advisers Act may charge a carried interest only if permitted by rule 
205-3 under the Advisers Act. Any carried interest paid to a General 
Partner, Limited Partner or Raymond James entity that is not 
registered under the Advisers Act also will comply with rule 205-3 
as if such General Partner, Limited Partner or Raymond James entity 
were so registered.
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    4. Interests in the Partnerships (``Interests'') will be offered 
without registration in reliance on section 4(2) of the Securities Act 
of 1933 (the ``Securities Act''), or Regulation D under the Securities 
Act, and will be sold only to ``Eligible Employees'' and ``Qualified 
Participants,'' in each case as defined below, or to Raymond James 
entities.\3\ Prior to offering Interests to an Eligible Employee, the 
General Partner must reasonably believe that the Eligible Employee will 
be a sophisticated investor capable of understanding and evaluating the 
risks of participating in the Partnership without the benefit of 
regulatory safeguards.
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    \3\ If applicants implement a Pretax Plan, participation rights 
in such Pretax Plan will only be offered to Eligible Employees who 
are current employees or Consultants, as defined below, of Raymond 
James.
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    5. An ``Eligible Employee'' is (a) an individual who is a current 
or former employee, officer, director, or ``Consultant'' of Raymond 
James and, except for certain individuals who manage the day-to-day 
affairs of the Partnership in question (``Managing

[[Page 58912]]

Employees'') \4\ and a limited number of other employees of Raymond 
James \5\ (collectively, ``Non-Accredited Investors''), meets the 
standards of an accredited investor under rule 501(a)(6) of Regulation 
D under the Securities Act, or (b) an entity that is a current or 
former ``Consultant'' of Raymond James and meets the standards of an 
accredited investor under rule 501(a) of Regulation D.\6\ A Partnership 
may not have more than 35 Non-Accredited Investors.
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    \4\ A Managing Employee may invest in a Partnership if he or she 
meets the definition of ``knowledgeable employee'' in rule 3c-
5(a)(4) under the Act with the Partnership treated as though it were 
a ``Covered Company'' for purposes of the rule.
    \5\ Such employees must meet the sophistication requirements set 
forth in rule 506(b)(2)(ii) of Regulation D under the Securities Act 
and may be permitted to invest his or her own funds in the 
Partnership if, at the time of the employee's investment in a 
Partnership, he or she (a) has a graduate degree in business, law or 
accounting, (b) has a minimum of five years of consulting, 
investment banking or similar business experience, and (c) has had 
reportable income from all sources of at least $100,000 in each of 
the two most recent years and a reasonable expectation of income 
from all sources of at least $140,000 in each year in which such 
person will be committed to make investments in a Partnership. In 
addition, such an employee will not be permitted to invest in any 
year more than 10% of his or her income from all sources for the 
immediately preceding year in the aggregate in such Partnership and 
in all other Partnerships in which he or she has previously 
invested.
    \6\ A ``Consultant'' is a person or entity whom Raymond James 
has engaged on retainer to provide services and professional 
expertise on an ongoing basis as a regular consultant or as a 
business or legal adviser and who shares a community of interest 
with Raymond James and Raymond James employees.
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    6. A ``Qualified Participant,'' is an individual or entity (a) that 
is an Eligible Family Member or Qualified Investment Vehicle (in each 
case as defined below) of an Eligible Employee, and (b) if the 
individual or entity is purchasing an Interest from a Partnership, 
comes within one of the categories of an ``accredited investor'' under 
rule 501(a) of Regulation D. An ``Eligible Family Member'' is a spouse, 
parent, child, spouse of child, brother, sister, or grandchild of an 
Eligible Employee, including step and adoptive relationships. A 
``Qualified Investment Vehicle'' is (a) a trust of which the trustee, 
grantor and/or beneficiary is an Eligible Employee, (b) a partnership, 
corporation or other entity controlled by an Eligible Employee, or (c) 
a trust or other entity established solely for the benefit of Eligible 
Family Members of an Eligible Employee.\7\
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    \7\ The inclusion of partnerships, corporations, or other 
entities controlled by an Eligible Employee in the definition of 
``Qualified Investment Vehicle'' is intended to enable Eligible 
Employees to make investments in the Partnerships through personal 
investment vehicles over which they exercise investment discretion 
or vehicles the management or affairs of which they otherwise 
control. In the case of a partnership, corporation, or other entity 
controlled by a Consultant entity, individual participants will be 
limited to senior level employees, members, or partners of the 
Consultant who will be required to qualify as an ``accredited 
investor'' under rule 501(a)(6) of Regulation D and who will have 
access to the directors and officers of the General Partner.
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    7. The terms of a Partnership will be fully disclosed to each 
Eligible Employee and, if applicable, to a Qualified Participant of the 
Eligible Employee, in a partnership agreement (the ``Partnership 
Agreement''), which will be furnished at the time the Eligible Employee 
is invited to participate in the Partnership. Each Partnership will 
send audited financial statements to each Participant within 120 days 
or as soon as practicable after the end of its fiscal year, except for 
any Partnership that was formed to make a single portfolio investment 
(in which case audited financial statements will be prepared for either 
the Partnership or the entity that is the single portfolio 
investment).\8\ In addition, as soon as practicable after the end of 
each tax year of a Partnership, each Participant will receive a report 
showing the Participant's share of income, credits, deductions, and 
other tax items.
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    \8\ If applicants implement a Pretax Plan, Eligible Employees 
participating in such Pretax Plan will be furnished with a copy of 
the Pretax Plan, which will set forth at a minimum the same terms of 
the proposed investment program as those that would have been set 
forth in a Partnership Agreement for a Partnership. Raymond James 
will prepare an audited informational statement with respect to the 
investments deemed to be made by such Pretax Plan, including, with 
respect to each investment, the name of the portfolio company and 
the amount deemed invested by such Pretax Plan in the portfolio 
company. Raymond James will send each participant of such Pretax 
Plan a separate statement prepared based on the audited 
informational statement within 120 days after the end of the fiscal 
year of Raymond James or as soon as practicable thereafter.
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    8. Interests in a Partnership will be non-transferable except with 
the prior written consent of the General Partner.\9\ No person will be 
admitted into a Partnership unless the person is an Eligible Employee, 
a Qualified Participant of an Eligible Employee, or a Raymond James 
entity. No sales load will be charged in connection with the sale of 
Interests.
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    \9\ If applicants implement a Pretax Plan, an Eligible 
Employee's participation rights in such Pretax Plan may not be 
transferred, other than to a Qualified Participant in the event of 
the Eligible Employee's death.
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    9. An Eligible Employee's interest in a Partnership may be subject 
to repurchase or cancellation if: (a) The Eligible Employee's 
relationship with Raymond James is terminated for cause; (b) the 
Eligible Employee becomes a consultant to or joins any firm that the 
General Partner determines, in its reasonable discretion, is 
competitive with any business of Raymond James; or (c) the Eligible 
Employee voluntarily resigns from employment with Raymond James. Upon 
repurchase or cancellation, the General Partner will pay to the 
Eligible Employee at least the lesser of (a) the amount actually paid 
by the Eligible Employee to acquire the Interest (less prior 
distributions, plus interest), and (b) the fair market value of the 
Interest as determined at the time of repurchase or cancellation by the 
General Partner. The terms of any repurchase or cancellation will apply 
equally to any Qualified Participant of an Eligible Employee.
    10. Subject to the terms of the applicable Partnership Agreement, a 
Partnership will be permitted to enter into transactions involving (a) 
a Raymond James entity, (b) a portfolio company, (c) any Partner or 
person or entity affiliated with a Partner, (d) an investment fund or 
separate account that is organized for the benefit of investors who are 
not affiliated with Raymond James and over which a Raymond James entity 
will exercise investment discretion or which is sponsored by a Raymond 
James entity (``Third Party Fund''), or (e) any person or entity who is 
not affiliated with Raymond James and is a partner or other investor in 
a Third Party Fund or a third party sponsored fund or pooled investment 
vehicle that is not affiliated with Raymond James (a ``Third Party 
Investor''). Prior to entering into any of these transactions, the 
General Partner must determine that the terms are fair to the Partners.
    11. A Raymond James entity (including the General Partner) acting 
as agent or broker may receive placement fees, advisory fees, or other 
compensation from a Partnership or a portfolio company in connection 
with a Partnership's purchase or sale of securities, provided that such 
placement fees, advisory fees, or other compensation can be deemed to 
be ``usual and customary.'' Such fees or other compensation will be 
deemed ``usual and customary'' only if (a) the Partnership is 
purchasing or selling securities with other unaffiliated third parties, 
including Third Party Funds or Third Party Investors, who are similarly 
purchasing or selling securities, (b) the fees or other compensation 
being charged to the Partnership are also being charged to the 
unaffiliated third parties, including Third Party Funds or Third Party 
Investors, and (c) the amount of securities being purchased or sold by 
the Partnership does not exceed 50% of

[[Page 58913]]

the total amount of securities being purchased or sold by the 
Partnership and the unaffiliated third parties, including Third Party 
Funds and Third Party Investors. Raymond James entities, including the 
General Partner, also may be compensated for services to entities in 
which the Partnerships invest and to entities that are competitors of 
these entities, and may otherwise engage in normal business activities.
    12. The Partnerships may borrow from a General Partner or a Raymond 
James entity. The interest rate on such loans will be no less favorable 
to the Partnerships than the rate that could be obtained on an arm's 
length basis. A Partnership will not borrow from any person if the 
borrowing would cause any person not named in section 2(a)(13) of the 
Act to own outstanding securities of the Partnership (other than short-
term paper). Any borrowing by a Partnership will be non-recourse to the 
Limited Partners of the Partnership, except indebtedness incurred 
specifically on behalf of a Limited Partner where such Limited Partner 
has agreed to guarantee the loan or act as co-obligor on the loan.
    13. A Partnership will not invest more than 15% of its assets in 
securities issued by registered investment companies (with the 
exception of temporary investments in money market funds). A 
Partnership will not acquire any security issued by a registered 
investment company if immediately after the acquisition; the 
Partnership will own more than 3% of the outstanding voting stock of 
the registered investment company.

Applicants' Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission 
will exempt employees' securities companies from the provisions of the 
Act to the extent that the exemption is consistent with the protection 
of investors. Section 6(b) provides that the Commission will consider, 
in determining the provisions of the Act from which the company should 
be exempt, the company's form of organization and capital structure, 
the persons owning and controlling its securities, the price of the 
company's securities and the amount of any sales load, how the 
company's funds are invested, and the relationship between the company 
and the issuers of the securities in which it invests. Section 2(a)(13) 
defines an employees' securities company, in relevant part, as any 
investment company all of whose securities (other than short-term 
paper) are beneficially owned (a) by current or former employees, or 
persons on retainer, of one or more affiliated employers, (b) by 
immediate family members of such persons, or (c) by such employer or 
employers together with any of the persons in (a) or (b).
    2. Section 7 of the Act generally prohibits investment companies 
that are not registered under section 8 of the Act from selling or 
redeeming their securities. Section 6(e) of the Act provides that, in 
connection with any order exempting an investment company from any 
provision of section 7, certain provisions of the Act, as specified by 
the Commission, will be applicable to the company and other persons 
dealing with the company as though the company were registered under 
the Act. Applicants request an order under sections 6(b) and 6(e) of 
the Act exempting applicants and any Subsequent Partnerships from all 
provisions of the Act, except section 9 and sections 36 through 53 of 
the Act, and the rules and regulations under the Act. With respect to 
sections 17 and 30 of the Act, and the rules and regulations 
thereunder, and rule 38a-1 under the Act, the exemption is limited as 
set forth in the application.
    3. Section 17(a) generally prohibits any affiliated person of a 
registered investment company, or any affiliated person of an 
affiliated person, acting as principal, from knowingly selling or 
purchasing any security or other property to or from the company. 
Applicants request an exemption from section 17(a) to permit: (a) A 
Raymond James entity or a Third Party Fund, acting as principal, to 
engage in any transaction directly or indirectly with any Partnership 
or any company controlled by the Partnership; (b) any Partnership to 
invest in or engage in any transaction with any Raymond James entity, 
acting as principal, (i) in which the Partnership, any company 
controlled by the Partnership, or any Raymond James entity or Third 
Party Fund has invested or will invest, or (ii) with which the 
Partnership, any company controlled by the Partnership, or any Raymond 
James entity or Third Party Fund is or will become affiliated; and (c) 
any Third Party Investor, acting as principal, to engage in any 
transaction directly or indirectly with a Partnership or any company 
controlled by the Partnership.
    4. Applicants state that an exemption from section 17(a) is 
consistent with the protection of investors and is necessary to promote 
the purpose of each Partnership. Applicants state that the Participants 
in each Partnership will be fully informed of the possible extent of 
the Partnership's dealings with Raymond James. Applicants also state 
that, as professionals employed in investment banking and financial 
planning, Participants in each Partnership will be able to understand 
and evaluate the attendant risks. Applicants assert that the community 
of interest among the Participants and Raymond James will provide the 
best protection against any risk of abuse.
    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
any affiliated person of a registered investment company, or any 
affiliated person of such person, acting as principal, from 
participating in any joint arrangement with the company unless 
authorized by the Commission. Applicants request relief to permit 
affiliated persons of each Partnership, or affiliated persons of any of 
these persons, to participate in any joint arrangement in which the 
Partnership or a company controlled by the Partnership is a 
participant.
    6. Applicants assert that compliance with section 17(d) would cause 
the Partnerships to forgo investment opportunities simply because a 
Participant or other affiliated person of the Partnerships (or any 
affiliate of the affiliated person) made or is concurrently making a 
similar investment. Applicants also state that because certain 
attractive investment opportunities often require that each participant 
make available funds in an amount substantially greater than that 
available to one Partnership alone, there may be attractive 
opportunities that a Partnership may be unable to take advantage of 
except by co-investing with other persons, including affiliated 
persons. Applicants assert that the flexibility to structure co-
investments and joint investments will not involve abuses of the type 
section 17(d) and rule 17d-1 were designed to prevent.
    7. Co-investments with a Third Party Fund, or by a Raymond James 
entity pursuant to a contractual obligation to a Third Party Fund, will 
not be subject to condition 3 below. Applicants note that it is common 
for a Third Party Fund to require that Raymond James invest its own 
capital in Third Party Fund investments, and that Raymond James 
investments be subject to substantially the same terms as those 
applicable to the Third Party Fund. Applicants believe it is important 
that the interests of the Third Party Fund take priority over the 
interests of the Partnerships, and that the Third Party Fund not be 
burdened or otherwise affected by activities of the Partnerships. In 
addition, applicants assert that the relationship of a Partnership to a 
Third Party Fund is fundamentally different from a Partnership's 
relationship to Raymond James. Applicants contend

[[Page 58914]]

that the focus of, and the rationale for, the protections contained in 
the requested relief are to protect the Partnerships from any 
overreaching by Raymond James in the employer/employee context, whereas 
the same concerns are not present with respect to the Partnerships and 
a Third Party Fund.
    8. Section 17(e) of the Act and rule 17e-1 under the Act limit the 
compensation an affiliated person may receive when acting as agent or 
broker for a registered investment company. Applicants request an 
exemption from section 17(e) to permit a Raymond James entity 
(including the General Partner) that acts as an agent or broker to 
receive placement fees, advisory fees, or other compensation from a 
Partnership in connection with the purchase or sale by the Partnership 
of securities, provided that the fees or other compensation can be 
deemed ``usual and customary.'' Applicants state that for the purposes 
of the application, fees or other compensation will be deemed ``usual 
and customary'' only if (a) the Partnership is purchasing or selling 
securities alongside other unaffiliated third parties, including Third 
Party Funds or Third Party Investors, who are similarly purchasing or 
selling securities, (b) the fees or other compensation being charged to 
the Partnership are also being charged to the unaffiliated third 
parties, including Third Party Funds and Third Party Investors, and (c) 
the amount of securities being purchased or sold by the Partnership 
does not exceed 50% of the total amount of securities being purchased 
or sold by the Partnership and the unaffiliated third parties, 
including Third Party Funds or Third Party Investors. Applicants assert 
that, because Raymond James does not wish it to appear as if it is 
favoring the Partnerships, compliance with section 17(e) would prevent 
a Partnership from participating in transactions where the Partnership 
is being charged lower fees than unaffiliated third parties. Applicants 
assert that the fees or other compensation paid by a Partnership to a 
Raymond James entity will be the same as those negotiated at arm's 
length with unaffiliated third parties.
    9. Rule 17e-1(b) under the Act requires that a majority of 
directors who are not ``interested persons'' (as defined in section 
2(a)(19) of the Act) take actions and make approvals regarding 
commissions, fees, or other remuneration. Rule 17e-1(c) under the Act 
requires each Partnership to comply with the fund governance standards 
defined in rule 0-1(a)(7) under the Act. Applicants request an 
exemption from rule 17e-1 to the extent necessary to permit each 
Partnership to comply with the rule without having a majority of the 
directors of the General Partner who are not interested persons take 
actions and make determinations as set forth in paragraph (b) of the 
rule, and without having to satisfy the standards set forth in 
paragraph (c) of the rule. Applicants state that because all the 
directors of the General Partner will be affiliated persons, without 
the relief requested, a Partnership could not comply with rule 17e-1. 
Applicants state that each Partnership will comply with rule 17e-1(b) 
by having a majority of the directors of the Partnership take actions 
and make approvals as are set forth in rule 17e-1. Applicants state 
that each Partnership will comply with all other requirements of rule 
17e-1.
    10. Section 17(f) of the Act designates the entities that may act 
as investment company custodians, and rule 17f-1 under the Act imposes 
certain requirements when the custodian is a member of a national 
securities exchange. Applicants request an exemption from section 17(f) 
and rule 17f-1 to permit a Raymond James entity to act as custodian of 
Partnership assets without a written contract, as would be required by 
rule 17f-1(a). Applicants also request an exemption from the rule 17f-
1(b)(4) requirement that an independent accountant periodically verify 
the assets held by the custodian. Applicants state that, because of the 
community of interest between Raymond James and the Partnerships and 
the existing requirement for an independent audit, compliance with 
these requirements would be unnecessarily burdensome and expensive. 
Applicants will comply with all other requirements of rule 17f-1.
    11. Section 17(g) of the Act and rule 17g-1 under the Act generally 
require the bonding of officers and employees of a registered 
investment company who have access to its securities or funds. Rule 
17g-1 requires that a majority of directors who are not interested 
persons take certain actions and give certain approvals relating to 
fidelity bonding. Applicants request exemptive relief to permit the 
General Partner's directors, who may be deemed interested persons, to 
take actions and make determinations set forth in the rule. Applicants 
state that, because all directors of the General Partner will be 
affiliated persons, a Partnership could not comply with rule 17g-1 
without the requested relief. Specifically, each Partnership will 
comply with rule 17g-1 by having a majority of the Partnership's 
directors take actions and make determinations as are set forth in rule 
17g-1. Applicants also state that each Partnership will comply with all 
other requirements of rule 17g-1, except that the Partnerships request 
an exemption from the requirements of paragraphs (g) and (h) or rule 
17g-1 relating to the filing of copies of fidelity bonds and related 
information with the Commission and relating to this provision of 
notices to the board of directors, and an exemption from the 
requirements of paragraph (j)(3) of rule 17g-1 that the Partnerships 
comply with the fund governance standards defined in rule 0-1(a)(7).
    12. Section 17(j) of the Act and paragraph (b) of rule 17j-1 under 
the Act make it unlawful for certain enumerated persons to engage in 
fraudulent or deceptive practices in connection with the purchase or 
sale of a security held or to be acquired by a registered investment 
company. Rule 17j-1 also requires that every registered investment 
company adopt a written code of ethics and that every access person of 
a registered investment company report personal securities 
transactions. Applicants request an exemption from the provisions of 
rule 17j-1, except for the anti-fraud provisions of paragraph (b), 
because they are unnecessarily burdensome as applied to the 
Partnerships.
    13. Applicants request an exemption from the requirements in 
sections 30(a), 30(b), and 30(e) of the Act, and the rules under those 
sections, that registered investment companies prepare and file with 
the Commission and mail to their shareholders certain periodic reports 
and financial statements. Applicants contend that the forms prescribed 
by the Commission for periodic reports have little relevance to a 
Partnership and would entail administrative and legal costs that 
outweigh any benefit to the Participants. Applicants request exemptive 
relief to the extent necessary to permit each Partnership to report 
annually to its Participants. Applicants also request an exemption from 
section 30(h) of the Act to the extent necessary to exempt the General 
Partner of each Partnership, directors and officers of the General 
Partnership and any other persons who may be deemed to be members of an 
advisory board of a Partnership from filing Forms 3, 4, and 5 under 
section 16(a) of the 1934 Act with respect to their ownership of 
Interests in the Partnership. Applicants assert that, because there 
will be no trading market and the transfers of Interests will be 
severely restricted, these filings are unnecessary for the protection 
of investors and burdensome to those required to make them.
    14. Rule 38a-1 requires investment companies to adopt, implement 
and

[[Page 58915]]

periodically review written policies reasonable designed to prevent 
violation of the federal securities law and to appoint a chief 
compliance officer. Each Partnership will comply will rule 38a-1(a), 
(c) and (d), except that (a) because the Partnership does not have a 
board of directors, the board of directors of the General Partner will 
fulfill the responsibilities assigned to the Partnership's board of 
directors under the rule, (b) because the board of directors of the 
General Partner does not have any disinterested members, approval by a 
majority of the disinterested board members required by rule 38a-1 will 
not be obtained, and (c) because the board of directors of the General 
Partner does not have any independent members, the Partnerships will 
comply with the requirement in rule 38a-1(a)(4)(iv) that the chief 
compliance officer meet with the independent board members by having 
the chief compliance officer meet with the board of directors of the 
General Partner as constituted.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Each proposed transaction otherwise prohibited by section 17(a) 
or section 17(d) and rule 17d to which a Partnership is a party (the 
``Section 17 Transactions'') will be effected only if the General 
Partner determines that:
    (a) The terms of the Section 17 Transaction, including the 
consideration to be paid or received, are fair and reasonable to the 
Partners of the participating Partnership and do not involve 
overreaching of such Partnership or its Partners on the part of any 
person concerned; and
    (b) The Section 17 Transaction is consistent with the interests of 
the Partners of the participating Partnership, such Partnership's 
organizational documents and such Partnership's reports to its 
Partners.
    In addition, the General Partner will record and will preserve a 
description of all Section 17 Transactions, the General Partner's 
findings and the information or materials upon which the General 
Partner's findings are based and the basis for the findings. All such 
records will be maintained for the life of the Partnership and at least 
six years thereafter, and will be subject to examination by the 
Commission and its staff. Each Partnership will preserve the accounts, 
books and other documents required to be maintained in an easily 
accessible place for the first two years.
    2. In connection with the Section 17 Transactions, the General 
Partner will adopt, and periodically review and update, procedures 
designed to ensure that reasonable inquiry is made, prior to the 
consummation of any Section 17 Transaction, with respect to the 
possible involvement in the transaction of any affiliated person or 
promoter of or principal underwriter for such Partnership, or any 
affiliated person of such a person, promoter or principal underwriter.
    3. The General Partner will not make on behalf of a Partnership any 
investment in which a `` Co-Investor'' with respect to any Partnership 
(as defined below) has acquired or proposes to acquire the same class 
of securities of the same issuer, where the investment involves a joint 
enterprise or other joint arrangement within the meaning of rule 17d-1 
in which such Partnership and the Co-Investor are participants, unless 
any such Co-Investor, prior to disposing of all or part of its 
investment, (a) gives such General Partner sufficient, but not less 
than one day's notice of its intent to dispose of its investment; and 
(b) refrains from disposing of its investment unless the participating 
Partnership holding such investment has the opportunity to dispose of 
its investment prior to or concurrently with, on the same terms as, and 
on a pro rata basis with the Co-Investor. The term ``Co-Investor'' with 
respect to any Partnership means any person who is: (a) An ``affiliated 
person'' (as defined in section 2(a)(3) of the Act) of such Partnership 
(other than a Third Party Fund); (b) a Raymond James entity; (c) an 
officer or director of a Raymond James entity; or (d) an entity (other 
than a Third Party Fund) in which the General Partner acts as a general 
partner or has a similar capacity to control the sale or other 
disposition of the entity's securities.
    The restrictions contained in this condition, however, shall not be 
deemed to limit or prevent the disposition of an investment by a Co-
Investor: (a) To its direct or indirect wholly-owned subsidiary, to any 
company (a ``Parent'') of which such Co-Investor is a direct or 
indirect wholly-owned subsidiary, or to a direct or indirect wholly-
owned subsidiary of its Parent; (b) to immediate family members of such 
Co-Investor, including step and adoptive relationships, or to a trust 
or other investment vehicle established for any such immediate family 
member; (c) when the investment is comprised of securities that are 
listed on any exchange registered as a national securities exchange 
under section 6 of the 1934 Act; (d) when the investment is comprised 
of securities that are national market system securities pursuant to 
section 11A(a)(2) of the 1934 Act and rule 11Aa2-1 thereunder; (e) when 
the investment is comprised of securities that are listed or traded on 
any foreign securities exchange or board of trade that satisfies 
regulatory requirements under the law of the jurisdiction in which such 
foreign securities exchange or board of trade is organized similar to 
those that apply to a national securities exchange or a national market 
system for securities; or (f) when the investment is comprised of 
securities that are government securities as defined in section 
2(a)(16) of the Act.
    4. Each Partnership and its General Partner will maintain and 
preserve, for the life of such Partnership and at least six years 
thereafter, such accounts, books, and other documents as constitute the 
record forming the basis for the audited financial statements that are 
to be provided to the Participants in such Partnership, and each annual 
report of such Partnership required to be sent to such Participants, 
and agree that all such records will be subject to examination by the 
Commission and its staff. Each Partnership will preserve the accounts, 
books and other documents required to be maintained in an easily 
accessible place for the first two years.
    5. The General Partner of each Partnership will send to each 
Participant in that Partnership, at any time during the fiscal year 
then ended, Partnership financial statements audited by such 
Partnership's independent accountants, except in the case of a 
Partnership formed to make a single Portfolio Investment. In such 
cases, financial statements will be unaudited, but each Participant 
will receive financial statements of the single Portfolio Investment 
audited by such entity's independent accountants. At the end of each 
fiscal year, the General Partner will make a valuation or have a 
valuation made of all of the assets of the Partnership as of such 
fiscal year end in a manner consistent with customary practice with 
respect to the valuation of assets of the kind held by the Partnership. 
In addition, within 120 days after the end of each fiscal year of each 
Partnership or as soon as practicable thereafter, the General Partner 
will send a report to each person who was a Participant at any time 
during the fiscal year then ended, setting forth such tax information 
as shall be necessary for the preparation by the Participant of his, 
her or its U.S. federal and state income tax returns and a report of 
the investment activities of the Partnership during that fiscal year.
    6. If a Partnership makes purchases or sales from or to an entity 
affiliated with the Partnership by reason of an officer,

[[Page 58916]]

director or employee of Raymond James (a) serving as an officer, 
director, general partner or investment adviser of the entity, or (b) 
having a 5% or more investment in the entity, such individual will not 
participate in the Partnership's determination of whether or not to 
effect the purchase or sale.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-20444 Filed 10-16-07; 8:45 am]

BILLING CODE 8011-01-P
