
[Federal Register Volume 77, Number 240 (Thursday, December 13, 2012)]
[Notices]
[Pages 74230-74231]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-30053]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30298; File No. 812-14055]


PNC Capital Advisors, LLC, et al.; Notice of Application

December 6, 2012.
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: PNC Capital Advisors, LLC (``PNC Capital Advisors''), PNC 
Funds and PNC Advantage Funds (together, the ``Trusts''), and PNC Funds 
Distributor, LLC (``Distributor'').

Filing Dates: The application was filed on July 13, 2012, and amended 
on November 26, 2012.

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 27, 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: Elizabeth M. Murphy, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; PNC Capital 
Advisors and the Trusts, One East Pratt Street, 5th Floor East, 
Baltimore, MD 21202; and the Distributor, Three Canal Plaza, Suite 100, 
Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at 
(202) 551-6826, or Jennifer L. Sawin, 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 
registered under the Act as open-end management investment companies. 
PNC Capital Advisors, the Trusts' investment adviser, is organized as a 
Delaware limited liability company and is a registered investment 
adviser under the Investment Advisers Act of 1940, as amended (the 
``Advisers Act''). The Distributor is organized as a Delaware limited 
liability company, and is a registered broker-dealer under the 
Securities Exchange Act of 1934, as amended (``1934 Act''); the 
Distributor serves as the principal underwriter to the Trusts.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Trusts and any other 
registered open-end management investment company or series thereof 
that (i) is advised by PNC Capital Advisors or any person controlling, 
controlled by or under common control with PNC Capital Advisors (any 
such adviser or PNC Capital Advisors, an ``Adviser'') and (ii) is in 
the same group of investment companies, as defined in section 
12(d)(1)(G) of the Act, as the Trusts and 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 that may 
not be securities within the meaning of section 2(a)(36) of the Act 
(``Other Investments'').\1\ Applicants also request that the order 
exempt any entity, including any entity controlled by or under common 
control with an Adviser, that in the future acts as principal 
underwriter, or broker or dealer if registered under the 1934 Act, with 
respect to the transactions described in the application.
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    \1\ 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 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

[[Page 74231]]

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 1934 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 they 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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
 Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30053 Filed 12-12-12; 8:45 am]
BILLING CODE 8011-01-P


