
[Federal Register Volume 76, Number 184 (Thursday, September 22, 2011)]
[Notices]
[Pages 58849-58850]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-24330]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29789; File No. 812-13892]


Legg Mason Partners Equity Trust, et al.; Notice of Application

September 15, 2011.
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: Legg Mason Partners Equity Trust (``LMP Equity 
Trust''), Legg Mason Partners Variable Equity Trust (``LMP Variable 
Equity Trust'' and together with LMP Equity Trust, the ``Trusts''), 
Legg Mason Partners Fund Advisor, LLC (``LMPFA''), and Legg Mason 
Investor Services, LLC (the ``Distributor'').

DATES: Filing Dates: The application was filed on April 12, 2011, and 
amended on August 24, 2011.
    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 October 11, 2011, 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, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090; Applicants: the Trusts, 55 Water 
Street, New York, NY 10041; LMPFA, 620 Eighth Avenue, New York, NY 
10018; the Distributor, 100 International Drive, Baltimore, MD 21202.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Mary Kay Frech, 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 Maryland statutory trusts and are 
registered under the Act as open-end management investment companies. 
LMPFA, a wholly-owned subsidiary of Legg Mason, Inc. (``Legg Mason''), 
is an investment adviser registered under the Investment Advisers Act 
of 1940, as amended (the ``Advisers Act'') and currently serves as 
investment adviser to each Trust. The Distributor, a Delaware limited 
liability company and wholly-owned subsidiary of Legg Mason, is 
registered as a broker-dealer under the Securities Exchange Act of 
1934, as amended (the ``Exchange Act''), and is the distributor for 
each registered open-end investment company for which LMPFA presently 
acts as investment adviser.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future registered open-end management investment 
company or series thereof that (i) Is advised by LMPFA or an entity 
controlling, controlled by or under common control with LMPFA (any such 
adviser or LMPFA, an ``Adviser''); \1\ (ii) is in the same group of 
investment companies as defined in section 12(d)(1)(G) of the Act and 
that invests in other registered open-end management investment 
companies (``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''), also to 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'').\2\
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    \1\ All Advisers to any Fund will be registered under the 
Advisers Act.
    \2\ 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 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

[[Page 58850]]

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.
    5. 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 
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 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 
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. 2011-24330 Filed 9-21-11; 8:45 am]
BILLING CODE 8011-01-P


