20388 Federal Register / Vol. 76, No. 70 / Tuesday, April 12, 2011 / Notices 

1Any other Adviser will also be registered under 

the Advisers Act. 

2Every 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 requested order will do so only in 

accordance with the terms and condition in the 

application. 

VA 22312 or send an e-mail to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: April 8, 2011. 

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8578 Filed 4–11–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29623; File No. 812–13870] 

Russell Investment Company, et al.; 

Notice of Application 

April 6, 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 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: Russell Investment 

Company and Russell Investment Funds 

(each a ‘‘Trust and collectively the 

‘‘Trusts), Russell Investment 

Management Company (‘‘RIMCo’’), and 

Russell Financial Services, Inc. (‘‘RFS’’) 

DATES: Filing Dates: The application was 

filed on February 17, 2011. Applicants 

have agreed to file an amendment 

during the notice period, the substance 

of which is reflected in this notice. 

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 2, 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: 1301 Second Avenue, 18th 

Floor, Seattle, WA, 98101. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, or Dalia Osman Blass, 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 

Massachusetts business trusts and are 

registered under the Act as open-end 

management investment companies. 

RIMCo, a Washington corporation, 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 existing Applicant Fund (as 

defined below). RFS is a Washington 

corporation, registered as a brokerdealer under the Securities Exchange 

Act of 1934, as amended, and serves as 

the distributor for the Applicant Funds 

that are series of the Trusts. 

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 (i) Is 

advised by RIMCo or any person 

controlling, controlled by or under 

common control with RIMCo (any such 

adviser or RIMCo, an ‘‘Adviser’’) 1; (ii) 

invests in other registered open-end 

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 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 RFS that now or in the future acts 

as principal underwriter with respect to 

the transactions described in the 

application. 

3. Consistent with its fiduciary 

obligations under the Act, each 

Applicant Fund’s board of trustees 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, 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 


srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 76, No. 70 / Tuesday, April 12, 2011 / Notices 20389 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 62252 

(June 10, 2010), 75 FR 34186 (June 16, 2010) (SR– 

CBOE–2010–047) (approval order establishing pilot 

through December 10, 2010) and 63502 (December 

9, 2010), 75 FR 78306 (December 15, 2010) (SR– 

CBOE–2010–112) (extension of pilot through April 

11, 2011). 

4The pilot list of stocks originally included all 

stocks in the S&P 500 Index, but it has been 

expanded to also include all stocks in the Russell 

1000 Index and a pilot list of Exchange Traded 

Products. See Securities Exchange Act Release No. 

62884 (September 10, 2010), 75 FR 56618 

(September 16, 2010) (SR–CBOE–2010–065). 

5 15 U.S.C. 78a et seq. 

6 15 U.S.C. 78(f)(b). 

7 15 U.S.C. 78(f)(b)(5). 

8 15 U.S.C. 78k–1(a)(1). 

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 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 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 from investing 

in Other Investments as described in the 

application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Cathy H. Ahn, 

Deputy Secretary. 

[FR Doc. 2011–8577 Filed 4–11–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–64194; File No. SR–CBOE– 

2011–031] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Related to the Extension 

of the CBSX Individual Stock Trading 

Pause Pilot Program 

April 5, 2011. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on March 31, 

2011, the Chicago Board Options 

Exchange, Incorporated (‘‘Exchange’’ or 

‘‘CBOE’’) filed with the Securities and 

Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to extend the 

individual stock trading pause pilot 

program pertaining to the CBOE Stock 

Exchange (‘‘CBSX,’’ the CBOE’s stock 

trading facility). This rule change 

simply seeks to extend the pilot. No 

other changes to the pilot are being 

proposed. The text of the proposed rule 

change is available on the Exchange’s 

Web site (http://www.cboe.org/Legal), at 

the Exchange’s Office of the Secretary 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Rule 6.3C, Individual Stock Trading 

Pauses Due to Extraordinary Market 

Volatility, was approved by the 

Commission on June 10, 2010 on a pilot 

basis. The pilot is currently set to expire 

on April 11, 2011.3 The rule was 

developed in consultation with U.S. 

listing markets to provide for uniform 

market-wide trading pause standards for 

certain individual stocks that 

experience rapid price movement.4 As 

the duration of the pilot expires on 

April 11, 2011, the Exchange is 

proposing to extend the effectiveness of 

Rule 6.3C through the earlier of August 

11, 2011 or the date on which a limit 

up-limit down mechanism to address 

extraordinary market volatility, if 

adopted, applies to the pilot stocks. 

2. Statutory Basis 

Extension of the pilot period will 

allow the Exchange to continue to 

operate the pilot on an uninterrupted 

basis. Accordingly, CBOE believes the 

proposed rule change is consistent with 

the Act 5 and the rules and regulations 

under the Act applicable to a national 

securities exchange and, in particular, 

the requirements of Section 6(b) of the 

Act.6 Specifically, the Exchange 

believes the proposed rule change is 

consistent with the Section 6(b)(5) 7

requirements that the rules of an 

exchange be designed to promote just 

and equitable principles of trade, to 

prevent fraudulent and manipulative 

acts and, in general, to protect investors 

and the public interest. The proposed 

rule change is also designed to support 

the principles of Section 11A(a)(1) 8 of 

the Act in that it seeks to assure fair 

competition among brokers and dealers 

and among exchange markets. The 

Exchange believes that the proposed 

rule meets these requirements in that it 

promotes transparency and uniformity 


srobinson on DSKHWCL6B1PROD with NOTICES