
[Federal Register Volume 78, Number 80 (Thursday, April 25, 2013)]
[Notices]
[Pages 24447-24449]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-09769]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30471; 812-14075]


Goldman Sachs Trust, et al.; Notice of Application

April 19, 2013.
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:  Goldman Sachs Trust and Goldman Sachs Variable Insurance 
Trust (each a ``Trust,'' together, the ``Trusts''), Goldman Sachs Asset 
Management, L.P (``GSAM'') and Goldman Sachs Asset Management 
International (``GSAMI'') (each, an ``Initial Adviser'' and 
collectively, the ``Initial Advisers''), and Goldman Sachs & Co. 
(``Goldman Sachs'').

Filing Date:  The application was filed on September 7, 2012, and 
amended February 15, 2013.

[[Page 24448]]

    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 May 14, 2013, 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; Applicants: c/
o Caroline Kraus, Goldman, Sachs & Co., 200 West Street, New York, NY 
10282.

FOR FURTHER INFORMATION CONTACT:  Jaea F. Hahn, Senior Counsel, at 
(202) 551-6870, 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 for 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 with the Commission as open-end management investment 
companies. Each of the Initial Advisers is registered as an investment 
adviser under the Investment Advisers Act of 1940 (``Advisers Act''). 
GSAM is a Delaware limited partnership. GSAMI is a company organized 
under the laws of England and Wales. Goldman Sachs, an investment 
adviser registered under the Advisers Act and a broker-dealer 
registered under the Securities and Exchange Act of 1934, will serve as 
distributor and transfer agent for the Funds.
    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 (a) is advised by an Initial Adviser or any person controlling, 
controlled by or under common control with an Initial Adviser (any such 
adviser, including an Initial Adviser, an ``Adviser''); (b) is in the 
same group of investment companies as defined in section 12(d)(1)(G) of 
the Act as the Trusts; (c) invests in other registered open-end 
management investment companies (``Underlying Funds'') in reliance on 
section 12(d)(1)(G) of the Act; and (d) 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 now or in the future acts as principal underwriter, or 
broker or dealer if registered under the Securities Exchange Act of 
1934 (``Exchange 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 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. Applicants submit that their request for relief 
meets this standard.
    5. 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

[[Page 24449]]

while investing in Underlying Funds. 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 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.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-09769 Filed 4-24-13; 8:45 am]
BILLING CODE 8011-01-P


