
[Federal Register Volume 76, Number 240 (Wednesday, December 14, 2011)]
[Notices]
[Pages 77857-77859]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-32003]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29879; File No. 812-13952]


Seasons Series Trust, et al.; Notice of Application

December 8, 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: 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: Seasons Series Trust (``Seasons''), SunAmerica Series Trust 
(``Series Trust''), VALIC Company II (``VALIC II''), SunAmerica Series, 
Inc. (``SunAmerica Series'' and collectively with Seasons, Series Trust 
and VALIC II, the ``Companies''), SunAmerica Asset Management Corp. 
(``SAAMCo''), The Variable Annuity Life Insurance Company (``VALIC''), 
SunAmerica Capital Services, Inc. (``SACS'') and American General 
Distributors, Inc. (``AGDI'' and collectively with the Companies, 
SAAMCo, VALIC and SACS, the ``Applicants'').

DATES: Filing Date: The application was filed on August 31, 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 January 3, 2012 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: Seasons and Series Trust, 
One SunAmerica Center, Los Angeles, CA 90067; VALIC II, VALIC, and 
AGDI, 2929 Allen Parkway, Houston, TX 77019; SunAmerica Series, SAAMCo, 
and SACS, Harborside Financial Center, 3200 Plaza 5, Jersey City, NJ 
07311.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202) 
551-6819, 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

[[Page 77858]]

Company name box, at http://www.sec.gov/search/search.htm or by calling 
(202) 551-8090.

Applicants' Representations

    1. Each of Seasons and Series Trust is organized as a Massachusetts 
business trust, VALIC II is organized as a Delaware statutory trust, 
and SunAmerica Series is organized as a Maryland corporation. Each of 
the Companies is registered under the Act as an open-end management 
investment company. SAAMCo, a Delaware corporation, is an indirect, 
wholly owned subsidiary of American International Group, Inc. 
(``AIG''). VALIC, a Texas corporation, is an indirect, wholly owned 
subsidiary of AIG. Each of SAAMCo and VALIC is an investment adviser 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). Either SAAMCo or VALIC currently serves as investment adviser 
to each existing Fund of Funds (as defined below). SACS, a Delaware 
corporation, is an indirect, wholly owned subsidiary of AIG. AGDI, a 
Delaware corporation, is also an indirect, wholly owned subsidiary of 
AIG. Each of SACS and AGDI is registered as a broker-dealer under the 
Securities Exchange Act of 1934 (``Exchange Act''), and SACS, and in 
certain cases AGDI, serve as the distributors for certain of the Funds 
of Funds.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Companies or any other 
existing or future registered open-end management investment company or 
series thereof that: (i) Is advised by SAAMCo or VALIC or an entity 
controlling, controlled by, or under common control with SAAMCo or 
VALIC (any such adviser, SAAMCo or VALIC, an ``Adviser''); \1\ (ii) 
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''), to also invest, to the extent consistent 
with its investment objectives, policies, strategies and limitations, 
in financial instruments which 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 SACS or AGDI that now or in the future 
acts as principal underwriter with respect to the transactions 
described in the application.
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    \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 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/directors 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 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 12(d)(1)(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 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 that it restricts any 
Fund of Funds from investing in Other Investments as described in the 
application.


[[Page 77859]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-32003 Filed 12-13-11; 8:45 am]
BILLING CODE 8011-01-P


