
[Federal Register: September 11, 2009 (Volume 74, Number 175)]
[Notices]               
[Page 46806-46807]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr11se09-87]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28896; File No. 812-13631]

 
Columbia Funds Series Trust, et al.; Notice of Application

September 4, 2009.

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: Summary of Application: Applicants request an order to permit 
registered open-end investment companies relying on rule 12d1-2 under 
the Act to invest in certain financial instruments.
    Applicants: Columbia Funds Series Trust and Columbia Funds Series 
Trust II (together, the ``Trusts'') and Columbia Management Advisors, 
LLC (the ``Adviser'').

DATES: Filing Dates: The application was filed on February 6, 2009 and 
amended on August 25, 2009.
    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 29, 2009 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, c/o Peter T. 
Fariel, Esq., Bank of America, N.A., MA5-515-11-05, One Financial 
Center, 11th Floor, Boston, Massachusetts 02111.

FOR FURTHER INFORMATION CONTACT: Deepak Pai, Senior Counsel, at (202) 
551-6876, or Marilyn Mann, 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. The Trusts are organized as Delaware statutory trusts and are 
registered under the Act as open-end management investment companies. 
The Adviser, a limited liability company organized under Delaware law 
and an indirect wholly owned subsidiary of Bank of America Corporation, 
is registered as an investment adviser under the Investment Advisers 
Act of 1940. The Adviser serves as the investment adviser to each 
Applicant Fund (as defined below).
    2. Applicants request an exemption from rule 12d1-2(a) under the 
Act to the

[[Page 46807]]

extent necessary to permit any existing or future series of the Trusts 
and any other registered open-end investment company advised by the 
Adviser or any person controlling, controlled by or under common 
control with the Adviser that operates as a ``fund of funds'' (the 
``Applicant Funds'') and invests in other Columbia funds in reliance on 
section 12(d)(1)(G) of the Act, and 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, 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\
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    \1\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any existing or future 
entity that relies on the order in the future will do so only in 
accordance with the terms and conditions in the application.
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    3. Consistent with its fiduciary obligations under the Act, each 
Applicant Fund's board of trustees (``Board'') will review the advisory 
fees charged by the 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 Applicant Fund 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.
    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 Securities Exchange Act of 1934 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 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 
Applicant 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 Applicant Funds to 
invest in Other Investments. Applicants assert that permitting the 
Applicant 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 the 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 
Applicant Fund 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. E9-21888 Filed 9-10-09; 8:45 am]

BILLING CODE 8010-01-P
