[Federal Register Volume 77, Number 54 (Tuesday, March 20, 2012)]
[Notices]
[Pages 16282-16283]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-6612]



[[Page 16282]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29980; File No. 812-13955]


Columbia Funds Master Investment Trust, LLC, et al.; Notice of 
Application

March 13, 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.

-----------------------------------------------------------------------

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: Columbia Funds Master Investment Trust, LLC; Columbia Funds 
Series Trust; Columbia Funds Series Trust I; Columbia Funds Series 
Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds 
Variable Insurance Trust I; Columbia Funds Variable Series Trust II 
(each a ``Trust'' and collectively, the ``Trusts''); Columbia 
Management Investment Advisers, LLC (``Columbia Management''); and 
Columbia Management Investment Distributors, Inc. (the 
``Distributor'').

FILING DATES: The application was filed on September 8, 2011, and 
amended on February 28, 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 April 9, 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; Applicants: 
225 Franklin Street, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or Daniele Marchesani, 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, Delaware 
limited liability companies or Massachusetts business trusts, and are 
registered with the Commission as open-end management investment 
companies. The existing Funds of Funds (as defined below) are series of 
certain of the Trusts, each of which operates as a ``fund of funds.'' 
Columbia Management, a Minnesota limited liability company, is an 
indirect wholly owned subsidiary of Ameriprise Financial, Inc. and 
serves as investment adviser to the existing Funds of Funds and the 
Underlying Funds (as defined below) in which those Funds of Funds 
invest. Columbia Management is registered as an investment adviser 
under the Investment Advisers Act of 1940, as amended (``Advisers 
Act''). The Distributor, a Delaware corporation, is an affiliate of 
Columbia Management and a broker-dealer registered under the Securities 
Exchange Act of 1934, as amended (``Exchange Act''), that serves as 
distributor for the existing Funds of Funds and the Underlying Funds.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future registered open-end management investment 
company or series thereof that (i) is advised by Columbia Management or 
an investment adviser controlling, controlled by or under common 
control with Columbia Management (each, including Columbia Management, 
an ``Adviser'' and collectively, the ``Advisers''); \1\ (ii) is part of 
the same ``group of investment companies'' as defined in section 
12(d)(1)(G) of the Act, as the Trusts; (iii) invests in shares of other 
registered open-end investment companies (``Underlying Funds'') in 
reliance on section 12(d)(1)(G) of the Act; and (iv) 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'').\2\ Applicants also request that the order 
exempt any entity that now or in the future acts as principal 
underwriter or broker or dealer (if registered under the Exchange Act), 
with respect to the transactions described in the application.
---------------------------------------------------------------------------

    \1\ Any other Adviser will also be registered under the Advisers 
Act.
    \2\ Every 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 condition in the application.
---------------------------------------------------------------------------

    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 and 
companies controlled by it 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

[[Page 16283]]

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: (1) 
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; (2) securities (other 
than securities issued by an investment company); and (3) 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 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. 2012-6612 Filed 3-19-12; 8:45 am]
BILLING CODE 8011-01-P