Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 57161 

1Every 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. 

Act, and that is eligible to invest in 

securities (as defined in section 2(a)(36) 

of the Act) in reliance on rule 12d1–2 

under the Act, 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

2. Consistent with its fiduciary 

obligations under the Act, each 

Applicant Fund’s board of trustees or 

directors will review the advisory fees 

charged by the Applicant Fund’s 

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 Applicant Fund 

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. 

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 

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 Applicant 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 Applicant Funds to invest in 

Other Investments. Applicants assert 

that permitting the Applicant 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 Applicant Fund 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, 

Acting Secretary. 

[FR Doc. E8–23044 Filed 9–30–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28405; 812–13521] 

Delaware Management Business Trust, 

et al.; Notice of Application 

September 24, 2008. 

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: Delaware Group Adviser 

Funds, Delaware Group Cash Reserve, 

Delaware Group Equity Funds I, 

Delaware Group Equity Funds II, 

Delaware Group Equity Funds III, 

Delaware Group Equity Funds IV, 

Delaware Group Equity Funds V, 

Delaware Group Foundation Funds, 

Delaware Group Global & International 

Funds, Delaware Group Government 

Fund, Delaware Group Income Funds, 

Delaware Group Limited-Term 

Government Funds, Delaware Group 

State Tax-Free Income Trust, Delaware 

Group Tax-Free Fund, Delaware Group 

Tax-Free Money Fund, Delaware Pooled 

Trust, Delaware VIP Trust, Voyageur 

Insured Funds, Voyageur Intermediate 

Tax-Free Funds, Delaware Investments 

Municipal Trust (formerly Voyageur 

Investment Trust), Voyageur Mutual 

Funds, Voyageur Mutual Funds II, 

Voyageur Mutual Funds III and 

Voyageur Tax-Free Funds (collectively, 

the ‘‘Trusts’’), Delaware Management 

Business Trust (‘‘DMBT’’), on behalf of 

its series, Delaware Management 

Company (the ‘‘Adviser’’) and Delaware 

Distributors, L.P. (the ‘‘Underwriter’’). 

FILING DATE: The application was filed 

on April 15, 2008, and amended on 

September 19, 2008. 

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 


jlentini on PROD1PC65 with NOTICES
57162 Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 

1Every 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. 

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 October 20, 2008, 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, c/o Bruce G. Leto, 

Esq. and/or Alison M. Fuller, Esq., 

Stradley, Ronon, Stevens & Young, LLP, 

2600 One Commerce Square, 

Philadelphia, PA 19103. 

FOR FURTHER INFORMATION CONTACT: 

Lewis Reich, Senior Counsel, at (202) 

551–6919, or Janet M. Grossnickle, 

Assistant Director, 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. Each Trust is organized as a 

Delaware statutory trust and is 

registered as an open-end management 

investment company under the Act. 

Applicants request the exemption to the 

extent necessary to permit any existing 

or future registered open-end 

management investment companies and 

their series that are in the same group 

of investment companies, as defined in 

section 12(d)(1)(G) of the Act, as the 

Trusts and which invests in other 

registered open-end management 

investment companies in reliance on 

section 12(d)(1)(G) of the Act, and 

which 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 the Trusts 

and their series, the ‘‘Applicant 

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

2. The Adviser is a series of DMBT, 

which is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’). The 

Adviser serves as the investment adviser 

to each series of the Trust. DMBT is a 

Delaware statutory trust and an indirect, 

wholly owned subsidiary of Delaware 

Management Holdings, Inc., which is an 

indirect subsidiary of the Lincoln 

National Corporation. The Underwriter 

serves as principal underwriter for all 

the mutual funds in the Delaware 

Investments Family of Funds, and is a 

registered broker-dealer under the 

Securities Exchange Act of 1934. The 

Underwriter is organized as a limited 

partnership under Delaware law, and 

Delaware Distributors, Inc., a Delaware 

corporation, is its general partner. 

Delaware Distributors, Inc. is a wholly 

owned indirect subsidiary of Delaware 

Management Holdings, Inc., and all of 

the limited partnership interests of the 

Underwriter are owned indirectly by 

Delaware Management Holdings, Inc. 

3. Consistent with its fiduciary 

obligations under the Act, each 

Applicant Fund’s board of trustees or 

directors will review the advisory fees 

charged by the Applicant Fund’s 

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 Applicant Fund 

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. 

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 

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 Applicant 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 Applicant Funds to invest in 

Other Investments. Applicants assert 

that permitting the Applicant Funds to 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 191 / Wednesday, October 1, 2008 / Notices 57163 

1Applicants request that the order extend to any 

other existing or future registered open-end 

management investment companies and their series 

that are part of the same group of investment 

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

Act, as VK Trust and are, or may in the future be, 

advised by the Adviser or any existing or future 

entity controlling, controlled by, or under common 

control with the Adviser. All entities that currently 

intend to rely on the requested order are named as 

applicants and any other entity that relies on the 

order in the future will comply with the terms and 

conditions of the application. 

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 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, 

Acting Secretary. 

[FR Doc. E8–23042 Filed 9–30–08; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28406; 812–13506] 

Van Kampen Retirement Strategy 

Trust, et al.; Notice of Application 

September 25, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

12(d)(1)(A) and (B) of the Act, and 

under sections 6(c) and 17(b) of the Act 

for an exemption from section 17(a) of 

the Act. 

SUMMARY OF THE APPLICATION: 

Applicants request an order that would 

permit certain registered open-end 

management investment companies to 

acquire shares of other registered openend management investment companies 

and unit investment trusts that are 

within and outside the same group of 

investment companies. 

APPLICANTS: Van Kampen Retirement 

Strategy Trust (‘‘VK Trust’’), Van 

Kampen Asset Management (‘‘VKAM’’ 

or ‘‘Adviser’’) and Morgan Stanley 

Investment Management Limited 

(‘‘MSIM Ltd.’’). 

FILING DATES: The application was filed 

on March 7, 2008 and amended on 

September 19, 2008. 

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 October 16, 2008, 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: VK Trust and VKAM, 

522 Fifth Avenue, New York, New York 

10036; MSIM Ltd., 25 Bank Street, 

Canary Wharf, London, United Kingdom 

E14 4AD. 

FOR FURTHER INFORMATION CONTACT: 

Emerson S. Davis, Sr., Senior Counsel, 

at (202) 551–6868, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 (Office 

of Investment Company Regulation, 

Division of Investment Management). 

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 Desk, 

100 F Street, NE., Washington, DC 

20549–0102 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The VK Trust, organized as a 

Delaware statutory trust, is registered 

under the Act as an open-end 

management investment company. The 

VK Trust currently offers ten series, 

each with its own investment objective 

and policies (the ‘‘VK Funds’’).1 The 

Adviser, a wholly-owned subsidiary of 

Van Kampen Investments Inc., which is 

an indirect wholly-owned subsidiary of 

Morgan Stanley, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). The Adviser serves as 

the investment adviser to each VK 

Fund. MSIM Ltd., a wholly-owned 

subsidiary of Morgan Stanley, is an 

investment adviser registered under the 

Advisers Act and serves as subadviser 

for certain VK Funds. 

2. Applicants request relief to permit 

certain VK Funds (each such VK Fund, 

a ‘‘Fund of Funds’’) to invest in: (a) 

other VK Funds (‘‘Affiliated Underlying 

Funds’’), and (b) registered open-end 

management investment companies and 

registered unit investment trusts 

(‘‘UITs’’) that are not part of the same 

‘‘group of investment companies’’ (as 

defined in section 12(d)(1)(G)(ii) of the 

Act) as the VK Funds (‘‘Unaffiliated 

Underlying Funds,’’ and together with 

the Affiliated Underlying Funds, the 

‘‘Underlying Funds’’). The Unaffiliated 

Underlying Funds may include UITs 

(‘‘Unaffiliated Trusts’’) and open-end 

management investment companies 

(‘‘Unaffiliated Funds’’) registered under 

the Act. The relief also would permit 

the Underlying Funds, their principal 

underwriter and any broker or dealer to 

sell the shares of the Underlying Funds 

to the Fund of Funds. Certain of the 

Unaffiliated Underlying Funds may 

have received exemptive relief to sell 

their shares on a national securities 

exchange at negotiated prices (‘‘ETFs’’). 

Each Fund of Funds may also invest in 

other securities and financial 

instruments that are not issued by 

registered investment companies and 

which are consistent with its investment 

objective. Applicants state that each 

Fund of Funds seeks to provide, in a 

single investment vehicle, an asset 

allocation strategy designed for 

investors planning to retire on or about 

a specific year or to provide income for 

investors who have already retired. 

Applicants’ Legal Analysis 

A. Section 12(d)(1) 

1. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring shares of an 

investment company if the securities 

represent more than 3% of the total 

outstanding voting stock of the acquired 

company, more than 5% of the total 

assets of the acquiring company, or, 

together with the securities of any other 

investment companies, more than 10% 

of the total assets of the acquiring 

company. Section 12(d)(1)(B) of the Act 

prohibits a registered open-end 

investment company, its principal 

underwriter and any broker or dealer 

from selling the shares of the investment 

company 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 if the sale will cause more than 

10% of the acquired company’s voting 

stock to be owned by investment 

companies generally. 


jlentini on PROD1PC65 with NOTICES