15526 Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 

1Applicants also request that the order exempt 

any entity controlling, controlled by or under 

common control with FAF Advisors or Quasar that 

now or in the future acts as principal underwriter 

with respect to the transactions described in the 

application. 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. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28683; 812–13602] 

First American Strategy Funds, Inc., et 

al.; Notice of Application 

March 31, 2009. 

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 funds of 

funds relying on rule 12d1–2 under the 

Act to invest in certain financial 

instruments. 

APPLICANTS: First American Strategy 

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

Investment Funds, Inc. (‘‘FAIF’’), FAF 

Advisors, Inc. (‘‘FAF Advisors’’), and 

Quasar Distributors, LLC (‘‘Quasar’’). 

FILING DATES: The application was filed 

on November 12, 2008, and amended on 

March 20, 2009. 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 April 27, 2009 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, c/o Kathleen L. 

Prudhomme, FAF Advisors, Inc., BC– 

MN–H04N, 800 Nicollet Mall, 4th Floor, 

Minneapolis, MN 55402. 

FOR FURTHER INFORMATION CONTACT: 

Lewis Reich, Senior Counsel, at (202) 

551–6919, 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 for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE., Washington, DC 

20549–1520 (telephone (202) 551–5850). 

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. FAF Advisors is a 

Delaware corporation registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended, and currently serves as 

investment adviser to the series of FASF 

and FAIF. Quasar is a Delaware limited 

liability company registered as a brokerdealer under the Securities Exchange 

Act of 1934, as amended (‘‘Exchange 

Act’’), that serves as the distributor for 

FASF and FAIF and all of their series. 

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 FAF 

Advisors or an entity controlling, 

controlled by, under common control 

with FAF Advisors (each, an ‘‘Advisor’’) 

that is in the same group of investment 

companies as defined in section 

12(d)(1)(G) of the Act and (ii) that 

invests in other registered open-end 

management investment companies in 

reliance on section 12(d)(1)(G) of the 

Act, and (iii) 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 (together 

with FASF, FAIF and their series, the 

‘‘Funds 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

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’ investment 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 

apply to securities of an acquired 

company purchased by an acquiring 

company if: (i) The acquiring company 

and acquired 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 management 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 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 64 / Monday, April 6, 2009 / Notices 15527 

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 proposed 

arrangement would comply with the 

provisions of 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 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 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. E9–7591 Filed 4–3–09; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Aegis Consumer 

Funding Group, Inc., APS Holding 

Corp., Childrobics, Inc., Churchill 

Technology, Inc., Complete 

Management, Inc., Dakota Mining 

Corp., Digital Communications 

Technology Corp., Global Intellicom, 

Inc., Horn Silver Mines, Inc., TCC 

Industries, Inc., and Tenney 

Engineering, Inc.; Order of Suspension 

of Trading 

April 2, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Aegis 

Consumer Funding Group, Inc. because 

it has not filed any periodic reports 

since the period ended March 31, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of APS 

Holding Corp. because it has not filed 

any periodic reports since the period 

ended July 25, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Childrobics, 

Inc. because it has not filed any periodic 

reports since the period ended March 

31, 1997. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Churchill 

Technology, Inc. because it has not filed 

any periodic reports since the period 

ended June 30, 1996. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Complete 

Management, Inc. because it has not 

filed any periodic reports since the 

period ended September 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Dakota 

Mining Corp. because it has not filed 

any periodic reports since the period 

ended September 30, 1997. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Digital 

Communications Technology Corp. 

because it has not filed any periodic 

reports since the period ended March 

31, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Global 

Intellicom, Inc. because it has not filed 

any periodic reports since the period 

ended September 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Horn Silver 

Mines, Inc. because it has not filed any 

periodic reports since the period ended 

June 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of TCC 

Industries, Inc. because it has not filed 

any periodic reports since the period 

ended September 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Tenney 

Engineering, Inc. because it has not filed 

any periodic reports since the period 

ended June 30, 1998. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

companies. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of the above-listed companies 

is suspended for the period from 9:30 

a.m. EDT on April 2, 2009, through 

11:59 p.m. EDT on April 16, 2009. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E9–7816 Filed 4–2–09; 4:15 pm] 

BILLING CODE 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of FCS Laboratories, Inc., 

Federal Resources Corp., Filene’s 

Basement Corp. (n/k/a FBC 

Distribution Corp.), and Film & Music 

Entertainment, Inc.; Order of 

Suspension of Trading 

April 2, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of FCS 

Laboratories, Inc. because it has not 

filed any periodic reports since the 

period ended June 30, 1997. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Federal 


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