77922 Federal Register / Vol. 75, No. 239 / Tuesday, December 14, 2010 / Notices 

1Under a prior order, the Commission granted 

relief to FASF, FAIF, FAF Advisors, Inc. (‘‘FAF’’) 

and Quasar Distributors, LLC. to permit funds of 

funds relying on rule 12d1–2 under the Act to 

invest in certain financial instruments. First 

American Strategy Funds, Inc., et al., Investment 

Company Act Release Nos. 28683 (Mar. 31, 2009) 

(notice) and 28715 (Apr. 28, 2009) (order) (‘‘Existing 

Order’’). On July 29, 2010, U.S. Bank National 

Association and its wholly-owned subsidiary, FAF, 

entered into an agreement to transfer identified 

assets associated with FAF’s management of FASF 

and FAIF to NAM in exchange for cash and an 

ownership interest in NAM’s and Nuveen 

Investments, Inc.’s parent company (the 

‘‘Transaction’’). As part of the Transaction, and 

subject to approval by the shareholders of FASF 

and FAIF, NAM will replace FAF as the investment 

adviser to FASF and FAIF. Applicants will not rely 

on the requested order until the closing of the 

Transaction. Once the requested order is issued and 

the Transaction is closed, applicants will cease to 

rely on the Existing Order. 

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 order in the future will do so only in 

accordance with the terms and conditions in the 

application. 

table, deleting the corresponding entry 

in the second column of the table in its 

entirety and replacing it with the 

following description: Deadline for 

Petitioner’s Form 61 or initial brief in 

support of petition (see 39 CFR 

3001.115(a) and (b)). 

Dated: December 9, 2010. 

Shoshana M. Grove, 

Secretary. 

[FR Doc. 2010–31294 Filed 12–13–10; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29522; File No. 812–13839] 

Nuveen Asset Management, et al.; 

Notice of Application 

December 8, 2010. 

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: Nuveen Asset 

Management (‘‘NAM’’), First American 

Strategy Funds, Inc. (‘‘FASF’’), First 

American Investment Funds, Inc. 

(‘‘FAIF’’) and Nuveen Investments, LLC 

(‘‘Nuveen Investments’’). 

Filing Dates: The application was 

filed on November 5, 2010 and amended 

on December 7, 2010. 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 December 28, 2010 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: NAM and Nuveen 

Investments, 333 West Wacker Drive, 

32nd Floor, Chicago, Illinois, 60606; 

FASF and FAIF, 800 Nicollet Mall, 

Minneapolis, Minnesota 55402. 

FOR FURTHER INFORMATION CONTACT: John 

Yoder, Senior Counsel, at (202) 551– 

6878, 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. FASF is organized as a Minnesota 

corporation and FAIF as a Maryland 

corporation, and each is registered 

under the Act as an open-end 

management investment company. 

NAM, a wholly owned subsidiary of 

Nuveen Investments, Inc., is organized 

as a Delaware corporation and is 

registered as an investment adviser 

under the Investment Advisers Act of 

1940. Nuveen Investments, a wholly 

owned subsidiary of Nuveen 

Investments, Inc., is organized as a 

Delaware limited liability company and 

is registered as a broker-dealer under the 

Securities Exchange Act of 1934, as 

amended (‘‘Exchange Act’’). 

2. Applicants request the exemption 

to the extent necessary to permit any 

existing or future registered open-end 

management investment company or 

series thereof (i) that is advised by NAM 

or an entity controlling, controlled by, 

under common control with NAM 

(each, an ‘‘Advisor’’), (ii) that is in the 

same group of investment companies as 

defined in section 12(d)(1)(G) of the Act, 

(iii) that invests in other registered 

open-end management investment 

companies in reliance on section 

12(d)(1)(G) of the Act, and (iv) that 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 objective, 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 

controlling, controlled by or under 

common control with NAM or Nuveen 

Investments that now or in the future 

acts as principal underwriter with 

respect to the transactions described in 

the application.2

3. Consistent with its fiduciary 

obligations under the Act, each Fund of 

Funds’ board of 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 that section 12(d)(1) will not 


srobinson on DSKHWCL6B1PROD with NOTICES
Federal Register / Vol. 75, No. 239 / Tuesday, December 14, 2010 / Notices 77923 

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

2 17 CFR 240.19b–4. 

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. 

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. 

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. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–31256 Filed 12–13–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63463; File No. SR– 

NYSEAmex-2010–109] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change by 

NYSE Amex LLC Amending Its Rules 

Regarding the Listing of Options 

Series With $1 Strike Prices 

December 8, 2010. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that, on 

November 24, 2010, NYSE Amex LLC 

(the ‘‘Exchange’’ or ‘‘NYSE Amex’’) 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 amend its 

rules regarding the listing of $1 strike 

prices. The text of the proposed rule 

change is available at the principal 

office of the Exchange, the 

Commission’s Public Reference Room, 

on the Commission’s Web site at http:// 

www.sec.gov, and http://www.nyse.com. 

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 

self-regulatory organization 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 

The Exchange proposes to amend 

Rule 903 Commentary .06 to improve 

the operation of the $1 Strike Price 

Program. 

Currently, the $1 Strike Price Program 

only allows the listing of new $1 strikes 

within $5 of the previous day’s closing 

price. In certain circumstances this has 

led to situations where there are no atthe-money $1 strikes for a day, despite 

significant demand. For instance, on 

November 15, 2010, the underlying 

shares of Isilon Systems Inc. opened at 

$33.83. It had closed the previous 

trading day at $26.29. Options were 

available in $1 intervals up to $31, but 

because of the restriction to only listing 

within $5 of the previous close, the 

Exchange was not able to add $32, $33, 

$34, $36, $37 or $38 strikes during the 

day. 

The Exchange proposes that $1 

interval strike prices be allowed to be 

added immediately within $5 of the 

official opening price in the primary 

listing market. Thus, on any day, $1 

Strike Program strikes may be added 

within $5 of either the opening price or 

the previous day’s closing price. 

On occasion, the price movement in 

the underlying security has been so 

great that listing within $5 of either the 

previous day’s closing price or the day’s 

opening price will leave a gap in the 

continuity of strike prices. For instance, 

if an issue closes at $14 one day, and the 

next day opens above $27, the $21 and 

$22 strikes will be more than $5 from 

either benchmark. The Exchange 

proposes that any such discontinuity be 

avoided by allowing the listing of all $1 

Strike Program strikes between the 

closing price and the opening price. 

Additionally, issues that are in the $1 

Strike Price Program may currently have 

$2.50 interval strike prices added that 


srobinson on DSKHWCL6B1PROD with NOTICES