Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices 1007 

10This estimate is based on the following 

calculation: 4,522 funds × $70,000 = $316,540,000. 

1 If the Trust issues common securities, MetLife 

or a Controlled Company (defined below) will own 

all of the common securities issued by the Trust. 

MetLife, as sponsor, will at all times control the 

Trust in all material respects, including having the 

sole right to select, remove or replace the Trust 

administrators. A Controlled Company may be a 

wholly-owned or majority-owned subsidiary of 

MetLife through which MetLife conducts its 

insurance, banking and broker-dealer business, or 

an entity that is or would be, after giving effect to 

the requested order, ‘‘controlled by’’ MetLife within 

the meaning of paragraph (b)(3) of rule 3a–5 under 

the Act. 

2Applicants request that the order also apply to 

any existing or future company controlled by 

MetLife that is an insurance company or a bank (as 

defined in section 2(a) of the Act) or a holding 

company primarily engaged in the business of an 

insurance company or a bank, that relies on section 

3(c)(3) and/or section 3(c)(6) of the Act, and that, 

except for its reliance on section 3(c)(3) and/or 

section 3(c)(6), acts as a ‘‘parent company’’ within 

the meaning of rule 3a–5 under the Act (such 

companies, together with MetLife, ‘‘Parent 

Companies’’ and each, individually, a ‘‘Parent 

Company’’) and to certain finance subsidiaries 

wholly owned by a Parent Company or a controlled 

company of such Parent Company (‘‘Controlled 

Company of the Parent Company’’) that currently 

exist or that may be established or acquired in the 

future (such finance subsidiaries, together with the 

Trust, ‘‘MetLife Finance Subsidiaries’’). The Trust 

is the only MetLife Finance Subsidiary that 

presently intends to rely on the requested order. 

Any MetLife entity that relies on the requested 

order in the future will comply with the terms and 

conditions of the application. 

not derived from quantitative, 

comprehensive, or even representative 

survey or study of the burdens 

associated with our rules and forms. 

The Commission staff estimates the 

average cost of preserving books and 

records required by rule 31a–2, to be 

approximately $70,000 annually per 

fund. As discussed previously, there are 

approximately 4,522 funds currently 

operating, for a total cost of preserving 

records as required by rule 31a–2 of 

$316,540,000 per year.10 Our staff 

understands, however, based on 

conversations with representatives of 

the fund industry, that funds would 

already spend approximately half of this 

amount ($158,270,000) to preserve these 

same books and records, as they are also 

necessary to prepare financial 

statements, meet various state reporting 

requirements, and prepare their annual 

federal and state income tax returns. 

Therefore, we estimate that the total 

annual cost burden for funds as a result 

of compliance with rule 31a–2 is 

$158,270,000 per year. 

These estimates of average costs are 

made solely for the purposes of the 

Paperwork Reduction Act. The estimate 

is not derived from a comprehensive or 

even a representative survey or study of 

the costs of Commission rules. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information unless it 

displays a currently valid OMB control 

number. 

Please direct general comments 

regarding the above information to the 

following persons: (i) Desk Officer for 

the Securities and Exchange 

Commission, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503 

or send an e-mail to Shagufta Ahmed at 

Shagufta_Ahmed@omb.eop.gov; and (ii) 

Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, 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: December 30, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–6 Filed 1–6–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–29101; 812–13549] 

MetLife, Inc. and MetLife Capital Trust 

V; Notice of Application 

December 30, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from all provisions of the 

Act. 

SUMMARY OF APPLICATION: MetLife 

Capital Trust V (the ‘‘Trust’’) and 

MetLife, Inc. (‘‘MetLife’’) request an 

order that would permit the Trust to sell 

debt securities or non-voting preferred 

stock and use the proceeds to finance 

the business operations of its parent 

company or a controlled company of the 

parent company. 

FILING DATES: The application was filed 

on July 21, 2008, and amended on 

January 16, 2009, August 13, 2009, 

November 16, 2009 and November 27, 

2009. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

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 January 25, 2010, 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 Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090. Applicants, 200 Park Avenue, 

New York, NY 10166–0188. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel, at 

(202) 551–6915, or Julia Kim Gilmer, 

Branch Chief, at (202) 551–6871 

(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 statutory trust 

formed under Delaware law and 

pursuant to a Declaration of Trust that 

MetLife signed as sponsor. As sponsor, 

MetLife is currently the sole beneficial 

owner of the Trust.1 MetLife, a Delaware 

corporation, is an insurance holding 

company that, through its subsidiaries 

and affiliates, offers life insurance, 

annuities, automobile and homeowners 

insurance, retail banking and other 

financial services to individuals, as well 

as group insurance and retirement and 

savings products and services to 

corporations and other institutions.2

2. The Trust was formed for the 

purpose of funding the operations of 

MetLife or its Controlled Companies 

through the issuance of debt securities 

or non-voting preferred stock (the 

‘‘Finance Subsidiary Securities’’). The 

Trust has not yet begun operations. 

3. MetLife currently contemplates that 

a MetLife Finance Subsidiary will offer 

Finance Subsidiary Securities in private 

placement transactions in reliance on an 

exemption from the registration 

requirements of the Securities Act of 

1933, as amended (the ‘‘Securities 

Act’’), or through public offerings that 

are registered under the Securities Act. 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

1008 Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices 

Applicants propose to use the proceeds 

from any such offerings to finance the 

business operations of the MetLife 

Finance Subsidiary’s Parent Company 

or a Controlled Company of the Parent 

Company. 

4. A Parent Company will 

unconditionally guarantee in conformity 

with rule 3a–5, any debt securities 

constituting Finance Subsidiary 

Securities as to payment of principal, 

interest and premium, if any, and any 

non-voting preferred securities 

constituting Finance Subsidiary 

Securities as to the payment of 

dividends, liquidation preference and 

sinking fund payments, if any. The 

guarantee will provide that, in the event 

of a default by the MetLife Finance 

Subsidiary in payment of any such 

amount, the holders of Finance 

Subsidiary Securities may institute legal 

proceedings directly against the Parent 

Company that guaranteed the Finance 

Subsidiary Securities to enforce the 

guarantee without first proceeding 

against the MetLife Finance Subsidiary. 

5. Any Finance Subsidiary Securities 

that are convertible or exchangeable will 

be convertible or exchangeable only for 

securities issued by the Parent Company 

that guaranteed the Finance Subsidiary 

Securities or for other securities issued 

by the MetLife Finance Subsidiary that 

meet the applicable requirements of rule 

3a–5(a)(1) through (a)(3) of the Act. Each 

MetLife Finance Subsidiary, through 

loans or an investment, will transfer at 

least 85% of the proceeds from the sale 

of the Finance Subsidiary Securities to 

its Parent Company or a Controlled 

Company of the Parent Company as 

soon as practicable, but in no event later 

than six months after receipt of such 

proceeds. 

Applicant’s Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act for an exemption 

from all provisions of the Act. Rule 3a– 

5 under the Act provides an exemption 

from the definition of investment 

company for certain companies 

organized primarily to finance the 

business operations of their parent 

companies or companies controlled by 

their parent companies. 

2. Rule 3a–5(b)(2)(i) in relevant part 

defines a ‘‘parent company’’ to be any 

corporation, partnership, or joint 

venture that is not considered an 

investment company under section 3(a) 

of the Act or that is excepted or 

exempted by order from the definition 

of investment company by section 3(b) 

of the Act or by the rules or regulations 

under section 3(a) of the Act. Applicants 

state that while MetLife is not an 

investment company within the 

definition of section 3(a) of the Act, 

MetLife may in the future, choose to 

rely on section 3(c)(6) of the Act for an 

exclusion from the definition of an 

investment company. To the extent 

MetLife or another Parent Company 

derives its non-investment company 

status from section 3(c)(6) of the Act, 

MetLife would not qualify as an eligible 

parent company under rule 3a– 

5(b)(2)(i). Accordingly, applicants 

request exemptive relief to permit 

MetLife or another Parent Company that 

does not satisfy a portion of the 

definition of a ‘‘parent company’’ in rule 

3a–5(b)(2)(i) solely because it is an 

‘‘insurance company’’ or ‘‘bank’’ as 

defined in section 2(a) of the Act and is 

excepted from the definition of an 

investment company under sections 

3(c)(3) or 3(c)(6) of the Act or a holding 

company primarily engaged in the 

business of an insurance company or a 

bank that is excepted from the 

definition of an investment company 

under section 3(c)(6) of the Act to 

guarantee Finance Subsidiary Securities 

issued by a MetLife Finance Subsidiary 

that is wholly-owned by the Parent 

Company or a Controlled Company of 

the Parent Company. 

3. Rule 3a–5(b)(3)(i) in relevant part 

defines a ‘‘company controlled by the 

parent company’’ to be any corporation, 

partnership, or joint venture that is not 

considered an investment company 

under section 3(a) of the Act or that is 

excepted or exempted by order from the 

definition of investment company by 

section 3(b) of the Act or by the rules 

and regulations under section 3(a) of the 

Act. MetLife requests exemptive relief to 

permit a Controlled Company of the 

Parent Company that is excepted from 

the definition of an investment 

company under section 3(c)(2), 3(c)(3), 

3(c)(4), 3(c)(5)(A), 3(c)(5)(B) or 3(c)(6) of 

the Act to receive funds from a MetLife 

Finance Subsidiary that is wholly 

owned by its Parent Company or a 

Controlled Company of the Parent 

Company. 

4. Applicants state that the purpose of 

each MetLife Financing Subsidiary is to 

provide funds for the operations of its 

Parent Company or Controlled Company 

of the Parent Company. Applicants state 

that neither any Parent Company nor 

any Controlled Company of the Parent 

Company presents the potential for 

investment company activities. 

5. Applicants seek exemptive relief 

that would include Parent Companies 

that have not been named as applicants 

to the application. Without the 

requested relief, a newly acquired 

MetLife insurance company or bank 

subsidiary that may seek (or such 

existing subsidiary that may determine 

in the future) to act as a ‘‘parent 

company’’ within the meaning of rule 

3a–5 would have to submit another 

application seeking essentially the same 

relief as sought here. Such an 

application would not raise any 

significant issue that applicants have 

not already analyzed in the application. 

6. Section 6(c) of the Act, in pertinent 

part, provides that the Commission, by 

order upon application, may 

conditionally or unconditionally 

exempt any person, security or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provision or provisions of the Act 

to the extent that 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 submit 

that the exemptive request meets the 

standards set forth in section 6(c) of the 

Act. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

Applicants will comply with all of the 

provisions of rule 3a–5 under the Act, 

except that: 

(1) A Parent Company may not meet the 

portion of the definition of a ‘‘parent 

company’’ in rule 3a–5(b)(2)(i) solely because 

it is excluded from the definition of an 

investment company under sections 3(c)(3) 

or 3(c)(6) of the Act; and 

(2) a Controlled Company of the Parent 

Company may not meet the portion of the 

definition of a ‘‘company controlled by the 

parent company’’ in rule 3a–5(b)(3)(i) solely 

because it is excluded from the definition of 

an investment company under sections 

3(c)(2), 3(c)(3), 3(c)(4), 3(c)(5)(A), 3(c)(5)(B) or 

3(c)(6) of the Act; 

provided that: 

(a) any Controlled Company of the Parent 

Company excluded from the definition of 

investment company under section 3(c)(5) of 

the Act will fall within section 3(c)(5)(A) or 

section 3(c)(5)(B) solely by reason of its 

holdings of accounts receivable of either its 

own customers or the customers of another 

Controlled Company of the Parent Company, 

or by reason of loans made to its customers 

or the customers of another Controlled 

Company of the Parent Company; and 

(b) any Parent Company or Controlled 

Company of a Parent Company excluded 

from the definition of investment company 

under section 3(c)(6) of the Act will not 

engage primarily, directly, or through 

majority-owned subsidiaries in one or more 

of the businesses described in section 3(c)(5) 

of the Act (except as permitted by (a) above). 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES

Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices 1009 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–1 Filed 1–6–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting Notice 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold an Open Meeting 

on January 11, 2010 at 9:30 a.m., in the 

Auditorium, Room L–002, to hear oral 

argument in an appeal by Diane M. 

Keefe (‘‘Keefe’’), a former employee of 

Pax World Management Corp. (‘‘Pax 

Management’’), a registered investment 

adviser, from the decision of an 

administrative law judge. The law judge 

found that Keefe, a portfolio manager of 

the Pax World High Yield Fund 

(‘‘Fund’’), an investment company 

registered with the Commission and 

advised by Pax Management, willfully 

violated Section 34(b) of the Investment 

Company Act of 1940. The law judge 

suspended Keefe for twelve months 

from association with an investment 

adviser, broker, or dealer. 

Among the issues likely to be argued 

are whether Keefe willfully violated 

Investment Company Act Section 34(b) 

and, if so, whether and to what extent 

sanctions should be imposed on her. 

Commissioner Paredes, as duty 

officer, determined that no earlier notice 

thereof was possible. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: January 5, 2010. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–117 Filed 1–5–10; 4:15 pm] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice 6861] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Habsburg Treasures’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, Delegation of Authority 

No. 236 of October 19, 1999, as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the objects to be 

included in the exhibition ‘‘Habsburg 

Treasures,’’ imported from abroad for 

temporary exhibition within the United 

States, are of cultural significance. The 

objects are imported pursuant to a loan 

agreement with the foreign owner or 

custodian. I also determine that the 

exhibition or display of the exhibit 

objects at the Norton Museum of Art, 

West Palm Beach, Florida, from on or 

about January 16, 2010, until on or 

about April 11, 2010; the Columbia 

Museum of Art, Columbia, South 

Carolina, from on or about May 21, 

2010, until on or about September 19, 

2010; the John and Mable Ringling 

Museum of Art, Sarasota, Florida, from 

on or about October 7, 2010, until on or 

about December 30, 2010, and at 

possible additional exhibitions or 

venues yet to be determined, is in the 

national interest. I have ordered that 

Public Notice of these Determinations 

be published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Paul W. 

Manning, Attorney-Adviser, Office of 

the Legal Adviser, U.S. Department of 

State (telephone: 202–632–6469). The 

mailing address is U.S. Department of 

State, SA–5, L/PD, Fifth Floor (Suite 

5H03), Washington, DC 20522–0505. 

Dated: January 4, 2010. 

Maura M. Pally, 

Deputy Assistant Secretary for Professional 

and Cultural Exchanges, Bureau of 

Educational and Cultural Affairs, Department 

of State. 

[FR Doc. 2010–113 Filed 1–6–10; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice 6860] 

Termination of Ineligible Status and 

Statutory Debarment Pursuant to 

Section 38(g)(4) of the Arms Export 

Control Act and Section 127.7 of the 

International Traffic in Arms 

Regulations for Earlene Christenson 

(a.k.a. Earlene Larson Christenson; 

Earlene Larson) 

ACTION: Notice. 

SUMMARY: Notice is hereby given that 

the Department of State has terminated 

the ineligible status and statutory 

debarment of Earlene Christenson (a.k.a. 

Earlene Larson Christenson; Earlene 

Larson), pursuant to section 38(g)(4) of 

the Arms Export Control Act (AECA) (22 

U.S.C. 2778(g)(4)) and section 127.7 of 

the International Traffic in Arms 

Regulations (ITAR). 

DATES: Effective Date: January 7, 2010. 

FOR FURTHER INFORMATION CONTACT: 

Daniel J. Buzby, Acting Director, Office 

of Defense Trade Controls Compliance, 

Directorate of Defense Trade Controls, 

Bureau of Political-Military Affairs, 

Department of State (202) 663–2812. 

SUPPLEMENTARY INFORMATION: Section 

38(g)(4) of the AECA and section 127.7 

of the ITAR prohibit the issuance of 

export licenses or other approvals to a 

person if that person, or any party to the 

export, has been convicted of violating 

the AECA and certain other U.S. 

criminal statutes enumerated at section 

38(g)(1) of the AECA and section 120.27 

of the ITAR. Such individuals are 

considered ineligible in accordance 

with section 120.1 of the ITAR. Also, a 

person convicted of violating the AECA 

is subject to statutory debarment under 

section 127.7 of the ITAR. 

In September 2003, Earlene 

Christenson was statutorily debarred 

pursuant to section 127.7 of the ITAR. 

Ms. Christenson was thus prohibited 

from participating directly or indirectly 

in exports of defense articles and 

defense services. Notice of debarment 

was published in the Federal Register 

(68 FR 52436, September 3, 2003). 

In accordance with section 38(g)(4) of 

the AECA and section 127.7 of the 

ITAR, the statutory debarment may be 

terminated after consultation with other 

appropriate U.S. agencies, after a 

thorough review of the circumstances 

surrounding the conviction, and a 

finding that appropriate steps have been 

taken to mitigate any law enforcement 

concerns. Ms. Christenson, even after 

reinstatement, will not be eligible to 

participate directly or indirectly in any 

activities regulated under the ITAR 

WReier-Aviles on DSKGBLS3C1PROD with NOTICES