
[Federal Register Volume 76, Number 227 (Friday, November 25, 2011)]
[Notices]
[Pages 72729-72731]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-30350]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29866; File No. 812-13929]


SEI Investments Management Corporation, et al.

November 18, 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.

-----------------------------------------------------------------------

SUMMARY: 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: SEI Investments Management Corporation (``SIMC''); SEI 
Investments Distribution Co. (``SIDCo.''); SEI Asset Allocation Trust, 
SEI Daily Income Trust, SEI Institutional International Trust, SEI 
Institutional Investments Trust, SEI Institutional Managed Trust, SEI 
Liquid Asset Trust, SEI Tax Exempt Trust, SEI Alpha Strategy 
Portfolios, LP (``SASP''), and Adviser Managed Trust (``AMT'') (each a 
``Trust'' and collectively the ``Trusts'').

DATES: Filing Dates: The application was filed on July 27, 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 December 13, 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.

[[Page 72730]]


ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: Timothy D. Barto, Esq., SEI 
Investments Management Corporation, One Freedom Valley Drive, Oaks, PA 
19456.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, 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. Each Trust is registered under the Act as an open-end management 
investment company and is organized as a Massachusetts business trust, 
with the exception of AMT, which is organized as a Delaware statutory 
trust, and SASP, which is organized as a Delaware limited partnership. 
SIMC, a Delaware corporation, is registered as an investment adviser 
under the Investment Advisers Act of 1940, as amended (``Advisers 
Act''), and currently serves as investment adviser to each existing 
Applicant Fund (as defined below). SIDCo., a Pennsylvania corporation, 
is registered as a broker-dealer under the Securities Exchange Act of 
1934 (the ``Exchange Act'') and serves as the distributor for the 
existing Applicant Funds.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Trusts and any other 
existing or future registered open-end investment company or series 
thereof that (a) is advised by SIMC or any person controlling, 
controlled by or under common control with SIMC (any such adviser or 
SIMC, an ``Adviser''); \1\ (b) invests in other registered open-end 
investment companies (``Underlying Funds'') in reliance on section 
12(d)(1)(G) of the Act; and (c) 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 an ``Applicant Fund''), 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'').\2\ Applicants also request that the order exempt any 
entity controlling, controlled by or under common control with SIDCo. 
that now or in the future acts as principal underwriter with respect to 
the transactions described in the application.
---------------------------------------------------------------------------

    \1\ Any other Adviser also 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 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.
---------------------------------------------------------------------------

    3. Consistent with its fiduciary obligations under the Act, each 
Applicant Fund's board of trustees or directors will review the 
advisory fees charged by the Applicant Fund's 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 and companies controlled by them.
    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: (a) The acquired company and acquiring company 
are part of the same group of investment companies; (b) 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; (c) 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 (d) 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: (a) 
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; (b) securities (other 
than securities issued by an investment company); and (c) securities 
issued by a money market fund, when the acquisition 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 policy and 
provisions of the Act.
    5. Applicants state that the Applicant Funds will comply with 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 while investing in Underlying Funds. 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 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

[[Page 72731]]

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, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-30350 Filed 11-23-11; 8:45 am]
BILLING CODE 8011-01-P


