Federal Register / Vol. 76, No. 153 / Tuesday, August 9, 2011 / Notices 48927 

10 17 CFR 200.30–3(a)(12). 

1Applicants request that any relief granted 

pursuant to the application also apply to (a) All 

other existing or future open-end management 

investment companies or series thereof that (i) are 

advised by the Adviser or any entity controlling, 

controlled by or under common control with the 

Adviser or its successors (each such entity included 

in the term ‘‘Adviser’’), (ii) are registered under the 

Act, (iii) use the manager of managers structure (as 

described in the application), and (iv) comply with 

the terms and conditions in the application (such 

companies or series included in the term ‘‘Funds’’); 

and (b) the Adviser. Each 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. If the name of any 

Fund relying on the requested relief contains the 

name of a Subadviser (defined below), the name 

‘‘RidgeWorth’’ or other name being used by the 

Adviser will precede the name of the Subadviser. 

2The Board is also the board of each individual 

Fund. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2011–102 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2011–102. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2011–102 and should be 

submitted on or before August 30, 2011. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2011–20100 Filed 8–8–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29743; File No. 812–13860] 

RidgeWorth Funds and RidgeWorth 

Capital Management, Inc.; Notice of 

Application 

August 3, 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 section 15(a) of the Act and rule 

18f–2 under the Act. 

SUMMARY OF THE APPLICATION: 

Applicants request an order that would 

permit them to enter into and materially 

amend subadvisory agreements without 

shareholder approval. 

APPLICANTS: RidgeWorth Funds (the 

‘‘Trust’’) and RidgeWorth Capital 

Management, Inc. (the ‘‘Adviser’’). 

DATES: Filing Dates: The application was 

filed on January 20, 2011 and amended 

on June 29, 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 August 29, 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, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, 3333 Piedmont Road, 

NE., Suite 1500, Atlanta, GA 30305– 

1740. 

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 Trust is a Massachusetts 

business trust registered under the Act 

as an open-end management investment 

company and offers multiple series 

(each a ‘‘Fund’’).1

2. The Adviser, a Georgia corporation 

with its principal office in Atlanta, 

serves as investment adviser to the 

Funds and is registered under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’) pursuant to an 

investment advisory agreement with the 

Trust (‘‘Advisory Agreement’’). The 

Adviser is a wholly owned subsidiary of 

SunTrust Banks, Inc. The Advisory 

Agreement was approved by the board 

of trustees of the Trust (‘‘Board’’),2, 

including a majority of the trustees who 

are not ‘‘interested persons’’ (as defined 

in section 2(a)(19) of the Act) of the 

Trust or the Adviser (the ‘‘Independent 

Trustees’’) and was approved by the 

initial shareholder of each Fund in the 

manner required by sections 15(a) and 

(c) of the Act and rule 18f–2 thereunder. 

With respect to new Funds offered in 

the future, the Advisory Agreement will 

be approved by the initial shareholder 

of the Fund in the manner required by 

sections 15(a) and (c) of the Act and rule 

18f–2 thereunder. Applicants are not 

seeking any exemptions from the 

provisions of the Act with respect to the 


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48928 Federal Register / Vol. 76, No. 153 / Tuesday, August 9, 2011 / Notices 

3The Adviser has entered into subadvisory 

agreements with subadvisers that are ‘‘affiliated 

persons’’ (as defined in section 2(a)(3) of the Act) 

of the Trust, a Fund or of the Adviser (other than 

by reason of serving as a subadviser to one or more 

of the Funds) (‘‘Affiliated Subadvisers’’) to assist 

with monitoring and/or management of certain 

markets with which the Affiliated Subadvisers have 

expertise. The requested relief does not apply with 

respect to existing or future Affiliated Subadvisers. 

requirements that the Advisory 

Agreement be approved by the Board 

and the shareholders of the relevant 

Funds. 

3. The Adviser, subject to the 

oversight and authority of the Board, is 

responsible for furnishing the overall 

investment program for each Fund and 

providing continuous investment 

management for each Fund’s assets 

pursuant to the Advisory Agreement. 

For the investment management 

services that it provides to each Fund, 

the Adviser receives the fee specified in 

the Advisory Agreement from each 

Fund based on the Fund’s average daily 

net assets. The Advisory Agreement 

permits the Adviser to retain one or 

more unaffiliated investment 

subadvisers (each a ‘‘Subadviser’’), at 

the Adviser’s own expense, subject to 

the approval of the Fund’s Board, 

including approval by a majority of its 

Independent Trustees, for the purpose 

of managing the investment of the assets 

of one or more Funds.3 Each Subadviser 

will be registered as an investment 

adviser under the Advisers Act. Each 

Subadviser will be responsible, subject 

to the supervision of the Adviser and 

the Board, for the purchase, retention 

and sale of securities for the applicable 

Fund. The Adviser will establish an 

investment program for each Fund and 

will select, supervise and evaluate the 

Subadvisers who make the day-to-day 

investment decisions for the Fund. The 

Adviser will evaluate and recommend 

Subadvisers to the Board and will 

monitor and evaluate each Subadviser’s 

investment programs, performance and 

compliance. The Adviser will also 

recommend to the Board whether 

investment advisory agreements with a 

Subadviser (‘‘Subadvisory Agreements’’) 

should be renewed, modified or 

terminated. The Adviser will 

compensate each Subadviser out of the 

fee paid to the Adviser under the 

relevant Fund’s Advisory Agreement. 

Neither the Trust nor any Fund will be 

responsible for paying subadvisory fees 

to any subadviser. 

4. Applicants request an order to 

permit the Adviser, subject to Board 

approval, including a majority of the 

Independent Trustees, to enter into and 

materially amend Subadvisory 

Agreements without shareholder 

approval. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

any person to act as an investment 

adviser to a registered investment 

company except pursuant to a written 

contract that has been approved by a 

vote of a majority of the company’s 

outstanding voting securities. Rule 18f– 

2 under the Act provides that each 

series or class of stock in a series 

investment company affected by a 

matter must approve the matter if the 

Act requires shareholder approval. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provisions of the 

Act, or from any rule thereunder, 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 policy 

and provisions of the Act. Applicants 

state that the requested relief meets the 

necessary standards for the reasons 

discussed below. 

3. Applicants believe that the 

shareholders expect the Adviser and the 

Board to select the portfolio manager or 

Subadviser for a Fund that is best suited 

to achieve the Fund’s investment 

objective. Applicants assert that, from 

the perspective of the investor, the role 

of the Subadvisers with respect to the 

Funds utilizing the manager of 

managers structure is substantially 

equivalent to the role of the individual 

portfolio managers employed by the 

traditional investment company 

advisory firms. In the absence of 

exemptive relief from section 15(a) of 

the Act, when a new Subadviser is 

proposed for retention by a Fund or the 

Trust on behalf of one or more of the 

Funds, shareholders would be required 

to approve the Subadvisory Agreement 

with that Subadviser. Similarly, if an 

existing Subadvisory Agreement were to 

be amended in any material respect 

(e.g., an increase in the subadvisory fee), 

approval by the shareholders of the 

affected Fund would be required. In 

addition, a Fund would be prohibited 

from continuing to retain an existing 

Subadviser whose Subadvisory 

Agreement had been ‘‘assigned’’ as a 

result of a change of control of the 

Subadviser unless shareholder approval 

had been obtained. Applicants contend 

that this process would be timeintensive, costly and slow and, in the 

case of a poorly performing Subadviser 

or one whose management team had 

left, potentially harmful to a Fund and 

its shareholders. Applicants also note 

that the Advisory Agreement is and will 

remain fully subject to the requirements 

of section 15(a) of the Act and, where 

applicable, rule 18f–2 thereunder, 

including the requirement for 

shareholder voting. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

order requested in the application, the 

operation of the Fund in the manner 

described in the application will be 

approved by a majority of the Fund’s 

outstanding voting securities, as defined 

in the Act or, in the case of a Fund 

whose public shareholders purchase 

shares on the basis of a prospectus 

containing the disclosure contemplated 

by condition 2 below, by the initial 

shareholder(s) before offering shares of 

that Fund to the public. 

2. Each Fund that relies on the order 

requested in the application will 

disclose in its prospectus the existence, 

substance, and effect of any order 

granted pursuant to the application. 

Each Fund relying on the order 

requested in the application will hold 

itself out to the public as utilizing the 

manager of managers structure 

described in the application. The 

prospectus will prominently disclose 

that the Adviser has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Subadvisers 

and recommend their hiring, 

termination, and replacement. 

3. Within 90 days of the hiring of a 

new Subadviser, the affected Fund 

shareholders will be furnished all 

information about the new Subadviser 

that would be included in a proxy 

statement. To meet this obligation, the 

Fund will provide shareholders of the 

affected Fund within 90 days of hiring 

a new Subadviser with an information 

statement meeting the requirements of 

Regulation 14C, Schedule 14C, and Item 

22 of Schedule 14A under the Securities 

Exchange Act of 1934, as amended. 

4. The Adviser will not enter into a 

subadvisory agreement with any 

Affiliated Subadviser without such 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination of new or additional 

Independent Trustees will be placed 

within the discretion of the thenexisting Independent Trustees. 

6. Whenever a subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board, including a 

majority of the Independent Trustees, 


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Federal Register / Vol. 76, No. 153 / Tuesday, August 9, 2011 / Notices 48929 

1Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the 

purpose of making investments in securities 

described in sections 55(a)(1) through 55(a)(3) of the 

Act and makes available significant managerial 

assistance with respect to the issuers of such 

securities. 

2The Non-employee Directors receive a $100,000 

per year retainer payment and $3,000 for each 

Board or committee meeting or other designated 

Board-related meeting attended, and reimbursement 

for related expenses. Non-employee Directors who 

serve as the lead director of the Board receive an 

additional $25,000 per year retainer and Nonemployee Directors who chair a committee of the 

Board receive an additional $15,000 retainer per 

year. Non-employee Directors who serve as 

directors on the boards of portfolio companies also 

receive an annual retainer from applicant set at 

$30,000 per board, in lieu of any payment from the 

portfolio company. 

3The Board approved amendments to the Plan on 

April 28, 2011, and July 21, 2011. 

4The Plan would authorize the issuance of 

options only to Non-Employee Directors and not to 

employees or officers of applicant. 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders, and does 

not involve a conflict of interest from 

which the Adviser or the Affiliated 

Subadviser derives an inappropriate 

advantage. 

7. The Adviser will provide general 

management services to each Fund that 

is subadvised, including overall 

supervisory responsibility for the 

general management and investment of 

the Fund’s assets, and, subject to review 

and approval of the Board, will: (i) Set 

each Fund’s overall investment 

strategies; (ii) evaluate, select and 

recommend Subadvisers to manage all 

or a part of a Fund’s assets; (iii) allocate 

and, when appropriate, reallocate a 

Fund’s assets among one or more 

Subadvisers; (iv) monitor and evaluate 

the performance of Subadvisers; and (v) 

implement procedures reasonably 

designed to ensure that the Subadvisers 

comply with the relevant Fund’s 

investment objective, policies, and 

restrictions. 

8. No trustee or officer of the Trust or 

a Fund, or director, manager or officer 

of the Adviser, will own, directly or 

indirectly (other than through a pooled 

investment vehicle that is not controlled 

by such person), any interest in a 

Subadviser, except for (a) ownership of 

interests in the Adviser or any entity 

that controls, is controlled by, or is 

under common control with the 

Adviser, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of any publicly 

traded company that is either a 

Subadviser or an entity that controls, is 

controlled by or is under common 

control with a Subadviser. 

9. In the event the Commission adopts 

a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2011–20102 Filed 8–8–11; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29744; File No. 812–13853] 

American Capital, Ltd.; Notice of 

Application 

August 3, 2011. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 61(a)(3)(B) of the 

Investment Company Act of 1940 (the 

‘‘Act’’). 

Summary of Application: Applicant, 

American Capital, Ltd. requests an order 

approving a proposal to grant stock 

options to directors who are not also 

employees or officers of the applicant 

(the ‘‘Non-employee Directors’’) under 

its 2010 Disinterested Director Stock 

Option Plan (the ‘‘Plan’’). 

DATES: Filing Dates: The application was 

filed on December 21, 2010, and 

amended on July 22, 2011, and July 26, 

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 

applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on August 29, 2011, and 

should be accompanied by proof of 

service on applicant, 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, U.S. Securities 

and Commission, 100 F Street, NE., 

Washington, DC 20549–1090; 

Applicant, 2 Bethesda Metro Center, 

14th Floor, Bethesda, Maryland 20814. 

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 for an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm, or by 

calling (202) 551–8090. 

Applicant’s Representations 

1. Applicant, a Delaware corporation, 

is a business development company 

(‘‘BDC’’) within the meaning of section 

2(a)(48) of the Act.1 Applicant’s primary 

business objectives are to increase its 

net operating income and net asset 

value (‘‘NAV’’) by investing its assets in 

senior debt, subordinated debt, with and 

without detachable warrants, and equity 

of small to medium sized businesses 

with attractive current yields and 

potential for equity appreciation. 

Applicant’s investment decisions are 

made either by its board of directors (the 

‘‘Board’’), based on recommendations of 

the executive officers of applicant, or, 

for investments that meet certain 

objective criteria established by the 

Board, by the executive officers of 

applicant, under authority delegated by 

the Board. Applicant does not have an 

external investment adviser within the 

meaning of section 2(a)(20) of the Act. 

2. Applicant requests an order under 

section 61(a)(3)(B) of the Act approving 

its proposal to grant stock options under 

the Plan to its Non-employee Directors.2

Applicant has a nine member Board 

with one current vacancy. Seven of the 

eight current members of the Board are 

not ‘‘interested persons’’ (as defined in 

section 2(a)(19) of the Act) of the 

applicant (‘‘Disinterested Directors’’). 

All of the current Non-employee 

Directors are Disinterested Directors. 

The Board approved the Plan at a 

meeting of the Board held on April 29, 

2010,3 and applicant’s stockholders 

approved the Plan at the annual meeting 

of stockholders held on September 15, 

2010. 

3. Non-employee Directors are eligible 

to receive options under the Plan.4

Under the Plan, a maximum of 

1,250,000 shares of applicant’s common 


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