61232 Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 

2. The prospectus for each Fund will 

disclose the existence, substance, and 

effect of any order granted pursuant to 

the application. Each Fund will hold 

itself out to the public as employing the 

management 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’s 

shareholders will be furnished all 

information about the new Subadviser 

that would be included in a proxy 

statement, except as modified to permit 

Aggregate Fee Disclosure. This 

information will include Aggregate Fee 

Disclosure and any change in such 

disclosure caused by the addition of the 

new Subadviser. To meet this 

obligation, the Fund will provide 

shareholders within 90 days of the 

hiring of a new Subadviser with an 

information statement meeting the 

requirements of Regulation 14C, 

Schedule 14C, and Item 22 of Schedule 

14A under the 1934 Act, except as 

modified by the order to permit 

Aggregate Fee Disclosure. 

4. The Adviser will not enter into a 

Subadvisory Agreement with an 

Affiliated Subadviser unless the 

agreement provides that the Affiliated 

Subadviser’s compensation will be 

limited to reimbursement of its 

reasonable costs of providing 

subadvisory services to the particular 

Fund, without any element of profit. 

5. When a Subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board 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. 

6. The Adviser will provide general 

management services to each Fund, 

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 (a) Set each 

Fund’s overall investment strategies; (b) 

evaluate, select and recommend 

Subadvisers to manage all or a part of 

a Fund’s assets; (c) when appropriate, 

allocate and reallocate a Fund’s assets 

among multiple Subadvisers; (d) 

monitor and evaluate the performance 

of Subadvisers; and (e) implement 

procedures reasonably designed to 

ensure that the Subadvisers comply 

with each Fund’s investment objective, 

policies and restrictions. 

7. No director, trustee or officer of any 

Fund, or director 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 a publicly traded 

company that is either a Subadviser or 

an entity that controls, is controlled by 

or is under common control with a 

Subadviser. 

8. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–24824 Filed 10–1–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29446; 813–358] 

RIEF RMP LLC and Renaissance 

Technologies LLC; Notice of 

Application 

September 28, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under sections 6(b) and 6(e) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from all 

provisions of the Act, except section 9, 

and sections 36 through 53, and the 

rules and regulations under the Act. 

With respect to sections 17 and 30 of the 

Act, and the rules and regulations 

thereunder, and rule 38a–1 under the 

Act, the exemption is limited as set 

forth in the application. 

Summary of Application: Applicants 

request an order to exempt certain 

limited liability companies and other 

investment vehicles formed for the 

benefit of eligible employees of 

Renaissance Technologies LLC (‘‘RTC’’) 

and its affiliates from certain provisions 

of the Act. Each limited partnership or 

other investment vehicle will be an 

‘‘employees’ securities company’’ within 

the meaning of section 2(a)(13) of the 

Act. 

Applicants: RIEF RMP LLC (‘‘RMP’’) 

and RTC. 

DATES: The application was filed on 

August 2, 2005 and amended on May 3, 

2007, May 14, 2008, and June 4, 2010. 

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 

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 October 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, 800 Third Avenue, 

New York, New York 10022. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T Pai, Senior Counsel, at (202) 

551–6876, or Mary Kay Frech, 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. RTC is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’) and as 

a commodity pool operator and 

commodity trading adviser with the 

Commodity Futures Trading 

Commission under the Commodity 

Exchange Act, and is a member of the 

National Futures Association. RTC 

provides investment management 

services primarily to institutional 

investors as well as its own employees 

and related parties and is the general 

partner, managing member or 

investment adviser to several private 

funds. RTC and its ‘‘affiliates,’’ as 

defined in rule 12b–2 under the 

Securities Exchange Act of 1934 (the 


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1Any performance fee or allocation will be 

charged only if permitted by rule 205–3 under the 

Advisers Act. 

‘‘1934 Act’’), are referred to collectively 

as ‘‘RTC Group.’’ 

2. RTC has organized RMP as a 

Delaware limited liability company, and 

RTC may in the future organize 

additional private investment funds 

(‘‘Future Pooled Investment Vehicles,’’ 

and together with RMP, ‘‘Pooled 

Investment Vehicles’’) identical in all 

respects to RMP (other than investment 

objectives and strategies and form of 

organization) for the benefit of the same 

categories of eligible investors as those 

investing in RMP. RMP was formed to 

benefit Eligible Employees (as defined 

below) and other eligible investors as 

part of a program by RTC to (a) create 

capital building opportunities that are 

competitive with those at other 

investment management firms, and (b) 

facilitate the recruitment and retention 

by RTC of high caliber personnel and 

key administrative employees. Investing 

in the Pooled Investment Vehicles will 

be voluntary. RMP will operate as a 

non-diversified, closed-end 

management investment company. 

Membership interests (‘‘Interests’’) in 

RMP will be offered in two series—A 

and B (‘‘Series’’). Each Series will be 

identical to the other except for the fees 

each will pay to RTC for the services 

rendered to RMP by RTC. RMP and each 

Future Pooled Investment Vehicle will 

be an ‘‘employees’ securities company’’ 

as that term is defined in section 

2(a)(13) of the Act. 

3. RTC serves as the managing 

member of RMP and will serve as the 

general partner, managing member or 

investment adviser (‘‘Managing 

Member’’) of the Future Pooled 

Investment Vehicles. RTC will control 

each Pooled Investment Vehicle within 

the meaning of section 2(a)(9) of the Act, 

and will have the authority to make all 

decisions regarding the acquisition, 

management and disposition of the 

portfolio investments for Pooled 

Investment Vehicles. RTC will be paid 

an advisory fee for its services, which 

may be determined as a percentage of 

assets under management. In addition, 

RTC may be entitled to a performancebased fee or allocation based on net 

capital appreciation in addition to the 

fixed fee.1

4. RTC, as Managing Member, and any 

other person acting for or on behalf of 

the Pooled Investment Vehicles shall act 

in the best interest of the Pooled 

Investment Vehicles and their 

Participants (as defined below). 

Whenever RTC or any other person 

acting for or on behalf of the Pooled 

Investment Vehicles is required or 

permitted to make a decision, take or 

approve an action, or omit to do any of 

the foregoing in such person’s 

discretion, then that person shall 

exercise such discretion in accordance 

with reasonableness and good faith and 

any fiduciary duties owed to the Pooled 

Investment Vehicles and the 

Participants. The organizational 

documents for, and any other 

contractual arrangements regarding, a 

Pooled Investment Vehicle will not 

contain any provision which protects or 

purports to protect RTC or its delegates 

against any liability to the Pooled 

Investment Vehicles or the Participants 

to which such person would otherwise 

be subject by reason of willful 

misfeasance, bad faith, or gross 

negligence in the performance of such 

person’s duties, or by reason of such 

person’s reckless disregard of such 

person’s obligations and duties under 

such contract or organizational 

documents. 

5. Interests in the Pooled Investment 

Vehicles will be offered to Eligible 

Investors (as defined below) without 

registration in reliance on section 4(2) of 

the Securities Act of 1933 (the ‘‘1933 

Act’’) or Regulation D under the 1933 

Act. RTC must reasonably believe, 

before offering an Interest to an Eligible 

Investor, that such person has the 

knowledge, sophistication and 

experience in business and financial 

matters to be capable of evaluating the 

merits and risks of the investment, is 

able to bear the economic risk of such 

investment, and is able to afford a 

complete loss of such investment. 

6. ‘‘Eligible Investors’’ who may invest 

in the Pooled Investment Vehicles are: 

(a) Individuals who are current or 

former employees, officers or directors 

of the RTC Group (‘‘Eligible 

Employees’’); (b) a spouse, child, spouse 

of a child, brother, sister, parent or 

grandchild of an individual who is an 

Eligible Employee (‘‘Eligible Family 

Members’’); (c) persons or entities whom 

the RTC Group has engaged on retainer 

to provide services and professional 

expertise on an ongoing basis as regular 

consultants in business or legal advisers 

to the RTC Group and who share a 

community of interest with RTC and 

RTC employees (‘‘Consultants’’); and (d) 

either (i) trusts or other investment 

vehicles of which the trustees or 

grantors are Eligible Employees or 

Eligible Employees together with their 

Eligible Family Members, (ii) trusts or 

other investment vehicles established 

solely for the benefit of Eligible 

Employees, Consultants or Eligible 

Family Members, or (iii) partnerships, 

corporations or other entities all of the 

voting power of which is controlled by 

Eligible Employees (‘‘Qualified 

Investment Entities’’) (together with 

Eligible Employees, Eligible Family 

Members and Consultants, ‘‘Eligible 

Investors’’). 

7. All Eligible Investors investing in 

RMP must be ‘‘accredited investors’’ as 

defined in rule 501(a)(5) or 501(a)(6) of 

Regulation D, except that up to 35 

Eligible Employees who are nonaccredited investors may invest in RMP 

provided they fall into one of the 

following categories: (a) Eligible 

Employees who (i) Have a graduate 

degree in business, law or accounting, 

(ii) have a minimum of five years of 

consulting, investment banking or 

similar business experience, and (iii) 

have had reportable income from all 

sources of at least $100,000 in each of 

the two most recent years and have a 

reasonable expectation of income from 

all sources of at least $140,000 in the 

years in which the Eligible Employee 

invests in a Pooled Investment Vehicle; 

or (b) Eligible Employees who are 

‘‘knowledgeable employees,’’ as defined 

in rule 3c–5 under the Act, of the 

Pooled Investment Vehicle (with the 

Pooled Investment Vehicle treated as 

though it were a ‘‘covered company’’ for 

purposes of the rule). In addition, an 

Eligible Employee in category (a) above 

will not be permitted to invest in any 

year more than 10% of his or her 

income from all sources for the 

immediately preceding year in the 

aggregate in the Pooled Investment 

Vehicle and in all other Pooled 

Investment Vehicles in which that 

Eligible Employee has previously 

invested. 

8. A Qualified Investment Entity must 

be either (a) an accredited investor as 

defined in rule 501(a) of Regulation D, 

or (b) an entity for which an Eligible 

Employee is the settlor and principal 

investment decisionmaker and is 

counted toward the limit on the 35 nonaccredited investors that may invest in 

a Pooled Investment Vehicle. 

9. The specific investment objectives 

and strategies for a particular Pooled 

Investment Vehicle will be set forth in 

the private placement memorandum 

relating to the Interests in the Pooled 

Investment Vehicles being offered, 

which will be delivered to each offeree 

at or before the sale of an Interest. Each 

Pooled Investment Vehicle will furnish 

to those Eligible Investors who are 

accepted as investors (‘‘Participants’’) 

annual financial statements audited by 

its registered public accounting firm and 

unaudited monthly reports of the results 


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2 ‘‘Audit’’ shall have the meaning defined in rule 

1–02(d) of Regulation S–X. 

3The investment objectives and program of one 

such Third Party Fund, Renaissance Institutional 

Equities Fund LLC (‘‘RIEF’’), will be substantially 

similar to RMP’s investment objectives and 

program. 

of its investments.2 In addition, RTC 

will cause a report to be sent to each 

Participant in a Pooled Investment 

Vehicle, as soon as practicable after the 

end of each fiscal year, setting forth the 

information with respect to his or her 

share of income, gains, losses, credits 

and other items for federal and state 

income tax purposes. 

10. Interests in the Pooled Investment 

Vehicles will not be transferable except 

with the express consent of RTC and 

then only to Eligible Investors. No sales 

load or fees of any kind will be charged 

in connection with the sale of Interests. 

Each private placement memorandum of 

the Pooled Investment Vehicles will 

describe the terms by which a 

Participant may transfer an Interest or 

withdraw from the Pooled Investment 

Vehicle. In addition, RTC has the right 

to cause any Participant to withdraw 

without cause. Upon withdrawal, the 

Pooled Investment Vehicles will pay to 

the Participant the net asset value of the 

Interest determined at the time of 

withdrawal, as determined in good faith 

by RTC. 

11. RTC intends to structure an 

investment program in which the 

Pooled Investment Vehicles will coinvest in portfolio companies with RTC 

or other pooled investment funds 

organized primarily for the benefit of 

investors who are not affiliated with 

RTC over which RTC exercises 

investment discretion (‘‘Third Party 

Funds’’).3 Side-by-side investments by a 

Third Party Fund, or by an RTC entity 

in a transaction in which the RTC 

investment was made pursuant to a 

contractual obligation to a Third Party 

Fund, will not be subject to the 

restrictions contained in condition 3. 

All other side-by-side investments will 

be subject to the restrictions contained 

in condition 3. 

12. RMP and other Pooled Investment 

Vehicles may borrow money from 

others. Any indebtedness of the Pooled 

Investment Vehicles will be the debt of 

such Pooled Investment Vehicles and 

without recourse to the Participants. 

The Pooled Investment Vehicles will 

not borrow from any person if the 

borrowing would cause any person 

other than an Eligible Investor to own 

securities of the Pooled Investment 

Vehicles (other than short term paper). 

13. The Pooled Investment Vehicles 

will not purchase or otherwise acquire 

any security issued by any registered 

investment company if the Pooled 

Investment Vehicles immediately after 

such purchase or acquisition will own 

in the aggregate more than 3% of the 

total outstanding voting stock of such 

investment company. 

Applicants’ Legal Analysis: 

1. Section 6(b) of the Act provides, in 

part, that the Commission will exempt 

employees’ securities companies from 

the provisions of the Act to the extent 

that the exemption is consistent with 

the protection of investors. Section 6(b) 

provides that the Commission will 

consider, in determining the provisions 

of the Act from which the company 

should be exempt, the company’s form 

of organization and capital structure, the 

persons owning and controlling its 

securities, the price of the company’s 

securities and the amount of any sales 

load, how the company’s funds are 

invested, and the relationship between 

the company and the issuers of the 

securities in which it invests. Section 

2(a)(13) defines an employees’ securities 

company, in relevant part, as any 

investment company all of whose 

securities (other than short-term paper) 

are beneficially owned (a) by current or 

former employees, or persons on 

retainer, of one or more affiliated 

employers, (b) by immediate family 

members of such persons, or (c) by such 

employer or employers together with 

any of the persons in (a) or (b). 

2. Section 7 of the Act generally 

prohibits investment companies that are 

not registered under section 8 of the Act 

from selling or redeeming their 

securities. Section 6(e) of the Act 

provides that, in connection with any 

order exempting an investment 

company from any provision of section 

7, certain provisions of the Act, as 

specified by the Commission, will be 

applicable to the company and other 

persons dealing with the company as 

though the company were registered 

under the Act. Applicants request an 

order under sections 6(b) and 6(e) of the 

Act exempting RMP and each Future 

Pooled Investment Vehicle from all 

provisions of the Act, except section 9 

and sections 36 through 53 of the Act, 

and the rules and regulations under the 

Act. With respect to sections 17 and 30 

of the Act, and the rules and regulations 

thereunder, and rule 38a–1 under the 

Act, the exemption is limited as set 

forth in the application. 

3. Section 17(a) of the Act generally 

prohibits any affiliated person of a 

registered investment company, or any 

affiliated person of an affiliated person, 

acting as principal, from knowingly 

selling or purchasing any security or 

other property to or from the company. 

Applicants request an exemption from 

section 17(a) to permit: (a) RTC or a 

Third Party Fund (or any affiliated 

person of RTC or a Third Party Fund), 

acting as principal, to engage in any 

transaction directly or indirectly with a 

Pooled Investment Vehicle or any 

company controlled by a Pooled 

Investment Vehicle; and (b) the Pooled 

Investment Vehicles to invest in or 

engage in any transaction with any RTC 

entity (or any affiliated person of such 

entity), acting as principal, (i) in which 

the Pooled Investment Vehicles, any 

company controlled by a Pooled 

Investment Vehicle, or any RTC entity 

or Third Party Fund has invested or will 

invest, or (ii) with which the Pooled 

Investment Vehicles, any company 

controlled by a Pooled Investment 

Vehicle or any RTC entity or Third Party 

Fund is or will become affiliated. 

4. Applicants submit that an 

exemption from section 17(a) is 

consistent with the purposes of the 

Pooled Investment Vehicles and the 

protection of investors. Applicants state 

that Participants in the Pooled 

Investment Vehicles will be fully 

informed of the possible extent of the 

Pooled Investment Vehicles’ coinvesting with RTC and Third Party 

Funds. Applicants also state that, as 

professionals employed in the 

investment management business, or in 

administrative, financial, accounting, 

legal or operational activities related 

thereto, or otherwise familiar with RTC, 

Eligible Investors will be able to 

understand and evaluate the attendant 

risks. Applicants assert that the 

community of interest among the 

Eligible Investors investing in the 

Pooled Investment Vehicles, on the one 

hand, and RTC, on the other hand, will 

protect Participants against any risk of 

abuse. 

5. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit any 

affiliated person of a registered 

investment company, or any affiliated 

person of such person, acting as 

principal, from participating in any joint 

arrangement with the registered 

investment company unless authorized 

by the Commission. Applicants request 

an order pursuant to section 17(d) and 

rule 17d–1 to the extent necessary to 

permit affiliated persons of RMP and the 

Future Pooled Investment Vehicles 

(including, without limitation, RTC, 

affiliated persons of RTC and a Third 

Party Fund), or affiliated persons of any 

of these persons to participate in, or 

effect any transaction in connection 

with, any joint enterprise or other joint 

arrangement or profit-sharing plan in 

which any Pooled Investment Vehicle or 

a company controlled by any Pooled 

Investment Vehicle is a participant. 


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4Almost all of the securities in which RMP and 

the Future Pooled Investment Vehicles will invest 

will be eligible for deposit in a securities depository 

registered as a clearing agency under the 1934 Act. 

There will be no physical segregation, and 

segregation will be accomplished by entries on the 

books and records of the prime broker and periodic 

account statements issued by the prime broker to 

RMP and each Future Pooled Investment Vehicle 

will reflect such recordation. 

6. Applicants assert that compliance 

with section 17(d) would prevent RMP 

and the Future Pooled Investment 

Vehicles from achieving their principal 

purpose, which is to provide Eligible 

Employees a vehicle through which 

they may invest in the same securities 

as RIEF or another Third Party Fund. 

Applicants believe that if RMP’s or any 

Future Pooled Investment Vehicle’s coinvestments with RTC and its affiliated 

persons and affiliated persons of its 

affiliated persons are prohibited, the 

appeal of RMP and Future Pooled 

Investment Vehicles for the Eligible 

Investors would be significantly 

diminished. Eligible Investors have 

indicated a desire to participate in such 

co-investment opportunities because 

they believe that: (a) RTC can analyze 

investment opportunities to an extent 

that individual employees would have 

neither the time nor resources to 

duplicate; (b) investments made by 

Third Party Funds managed by RTC 

may not be generally available to or 

available on the same terms and 

conditions to investors even of the 

financial status of the Eligible Investors; 

and (c) Eligible Investors will be able to 

pool their investment resources, thus 

achieving greater diversification of their 

individual investment portfolios. 

Applicants further believe that the 

flexibility to structure co-investments 

and joint investments will not involve 

abuses of the type section 17(d) and rule 

17d–1 were designed to prevent. 

7. Applicants believe that the interests 

of the Eligible Employees participating 

in the Pooled Investment Vehicles will 

be adequately protected even in 

situations where condition 3 does not 

apply. In structuring a Third Party 

Fund, it is common for the unaffiliated 

investors of such fund to require that 

RTC invest its own capital in fund 

investments, either through the fund or 

on a side-by-side basis, and that RTC 

investments be subject to substantially 

the same terms as those applicable to 

the fund’s investments. Applicants 

believe it is important that the interests 

of the Third Party Fund take priority 

over the interests of the Pooled 

Investment Vehicles, and that the 

activities of the Third Party Fund not be 

burdened or otherwise affected by 

activities of the Pooled Investment 

Vehicles. If condition 3 were to apply to 

RTC’s investment in these situations, 

the effect of such a requirement would 

be to indirectly burden the Third Party 

Fund with the requirements of 

condition 3. In addition, applicants state 

that the relationship of RMP to RIEF or 

another Pooled Investment Vehicle to 

another Third Party Fund is 

fundamentally different from RMP’s and 

the other Pooled Investment Vehicles’ 

relationship to RTC. The focus of, and 

the rationale for, the protections 

contained in the requested relief are to 

protect the Pooled Investment Vehicles 

from any overreaching by RTC in the 

employer/employee context, whereas 

the same concerns are not present with 

respect to RMP and the other Pooled 

Investment Vehicles vis-a`-vis the 

investors in RIEF or other Third Party 

Funds. 

8. Section 17(f) of the Act designates 

the entities that may act as investment 

company custodians, and rule 17f–1 

under the Act imposes certain 

requirements when the custodian is a 

member of a national securities 

exchange. Applicants request an 

exemption from section 17(f) and rule 

17f–1 to permit the following exceptions 

from the requirements of rule 17f–1: (a) 

In lieu of compliance with rule 17f– 

1(b)(1), RMP and each Future Pooled 

Investment Vehicle will enter into a 

written customer and prime broker 

agreement with one or more brokerdealers each of whom is a member of 

the New York Stock Exchange LLC in 

substantially similar form to the form 

used by the subject prime broker(s); 4 (b) 

in lieu of compliance with rule 17f– 

1(b)(4), the Pooled Investment Vehicles’ 

registered public accountant shall semiannually reconcile the prime broker’s 

statement of each Pooled Investment 

Vehicle’s account with each Pooled 

Investment Vehicle’s records of its 

holdings of cash and securities and 

issue to each Pooled Investment Vehicle 

a report on such reconciliation; (c) the 

Pooled Investment Vehicles will not 

comply with rule 17f–1(c), which 

requires transmitting to the Commission 

a copy of any contract executed 

pursuant to rule 17f–1; and (d) RTC as 

the Managing Member will approve the 

contracts required to be ratified by the 

board of directors in rule 17f–1(d). 

Applicants will comply with all other 

requirements of rule 17f–1. 

9. Section 17(g) of the Act and rule 

17g–1 under the Act generally require 

the bonding of officers and employees of 

a registered investment company who 

have access to its securities or funds. 

Rule 17g–1 requires that a majority of 

directors who are not interested persons 

take certain actions and give certain 

approvals relating to fidelity bonding. 

Applicants request instead that such 

actions and approvals be taken by RTC, 

regardless of whether it is deemed to be 

an interested person of such Pooled 

Investment Vehicles. Applicants state 

that because RTC will be considered an 

interested person of each Pooled 

Investment Vehicle, the Pooled 

Investment Vehicles could not comply 

with rule 17g–1 without the requested 

relief. Applicants also request an 

exemption from the requirements of 

paragraphs (g) and (h) of rule 17g–1 

relating to the filing of copies of fidelity 

bonds and related information with the 

Commission and the provision of 

notices to the board of directors, and 

from the requirements of rule 17g–1(j)(3) 

that the board of directors of an 

investment company satisfy the fund 

governance standards defined in rule 0– 

1(a)(7). The Pooled Investment Vehicles 

will comply with all other requirements 

of rule 17g–1. 

10. Section 17(j) of the Act and 

paragraph (b) of rule 17j–1 under the 

Act make it unlawful for certain 

enumerated persons to engage in 

fraudulent or deceptive practices in 

connection with the purchase or sale of 

a security held or to be acquired by a 

registered investment company. Rule 

17j–1 also requires that every registered 

investment company adopt a written 

code of ethics and that every access 

person of a registered investment 

company report personal securities 

transactions. Applicants request an 

exemption from the provisions of rule 

17j–1, except for the anti-fraud 

provisions of paragraph (b), because 

they are unnecessarily burdensome as 

applied to the Pooled Investment 

Vehicles and would serve little purpose 

in light of the community of interest 

among the Participants by virtue of their 

common association with RTC. 

11. Applicants request an exemption 

from the requirements in sections 30(a), 

30(b), and 30(e) of the Act, and the rules 

under those sections, that registered 

investment companies prepare and file 

with the Commission and mail to their 

shareholders certain periodic reports 

and financial statements. Applicants 

contend that the forms prescribed by the 

Commission for periodic reports have 

little relevance to the Pooled Investment 

Vehicles and would entail 

administrative and legal costs that 

outweigh any benefit to the Participants 

in the Pooled Investment Vehicles. 

Applicants request exemptive relief to 

the extent necessary to permit the 

Pooled Investment Vehicles to report 

annually to their Participants. 

Applicants also request an exemption 

from section 30(h) of the Act to the 


jlentini on DSKJ8SOYB1PROD with NOTICES
61236 Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 

5RMP and the Pooled Investment Vehicles will 

preserve the accounts, books and other documents 

required to be maintained in an easily accessible 

place for the first two years. 

extent necessary to exempt RTC, 

directors and officers of RTC and any 

other persons who may be deemed 

members of an advisory board of the 

Pooled Investment Vehicles from filing 

Forms 3, 4 and 5 under section 16 of the 

1934 Act with respect to their 

ownership of Interests in the Pooled 

Investment Vehicles. Applicants assert 

that, because there would be no trading 

market and the transfers of Interests are 

severely restricted, these filings are 

unnecessary for the protection of 

investors and burdensome to those 

required to make them. 

12. Rule 38a–1 requires investment 

companies to adopt, implement and 

periodically review written policies 

reasonably designed to prevent violation 

of the federal securities laws and to 

appoint a chief compliance officer. RMP 

and Future Pooled Investment Vehicles 

will comply will rule 38a–1(a), (c) and 

(d), except that the board of directors of 

RTC, the Managing Member, will fulfill 

the responsibilities assigned to a fund’s 

board of directors under the rule and, 

since all the members of RTC’s board of 

directors would be considered 

interested persons, approval by a 

majority of the disinterested directors 

required by rule 38a–1 will not be 

obtained. In addition, because the board 

of directors of RTC does not have any 

disinterested directors, RMP and the 

Future Pooled Investment Vehicles will 

comply with the requirement in rule 

38a–1(a)(4)(iv) that the chief compliance 

officer meet with the disinterested 

directors by having the chief 

compliance officer meet with the board 

of directors of RTC as constituted. 

Applicants’ Conditions: 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each proposed transaction 

otherwise prohibited by section 17(a) or 

section 17(d) of the Act and rule 17d– 

1 thereunder to which RMP or a Future 

Pooled Investment Vehicle is a party 

(the ‘‘Section 17 Transactions’’) will be 

effected only if RTC determines that: 

(a) The terms of the Section 17 

Transaction, including the 

consideration to be paid or received, are 

fair and reasonable to the Participants in 

the Pooled Investment Vehicle and do 

not involve overreaching of the Pooled 

Investment Vehicle or its Participants 

on the part of any person concerned; 

and 

(b) The Section 17 Transaction is 

consistent with the interests of the 

Participants, the organizational 

documents of the Pooled Investment 

Vehicle, and the Pooled Investment 

Vehicle’s reports to its Participants. 

In addition, RTC will record and 

preserve a description of the Section 17 

Transactions, the findings of RTC, the 

information or materials upon which 

the findings of RTC are based, and the 

basis for those findings. All such 

records will be maintained for the life 

of the Pooled Investment Vehicles and 

at least six years thereafter, and will be 

subject to examination by the 

Commission and its staff. The Pooled 

Investment Vehicles will preserve the 

accounts, books and other documents 

required to be maintained in an easily 

accessible place for the first two years. 

2. In connection with the Section 17 

Transactions, RTC will adopt, and 

periodically review and update, 

procedures designed to ensure that 

reasonable inquiry is made, prior to the 

consummation of any Section 17 

Transaction, with respect to the possible 

involvement in the transaction of any 

Affiliated Person or promoter of or 

principal underwriter for the Pooled 

Investment Vehicles, or any affiliated 

person of any such person, promoter or 

principal underwriter. 

3. RTC will not invest the funds of a 

Pooled Investment Vehicle in any 

investment in which a ‘‘Co-Investor’’ (as 

defined below) has acquired or proposes 

to acquire the same class of securities of 

the same issuer, where the investment 

involves a joint enterprise or other joint 

arrangement within the meaning of rule 

17d–1 in which a Pooled Investment 

Vehicle and the Co-Investor are 

participants, unless any such CoInvestor, prior to disposing of all or part 

of its investment: (a) Gives RTC 

sufficient, but not less than one day’s 

notice of its intent to dispose of its 

investment; and (b) refrains from 

disposing of its investment unless any 

Pooled Investment Vehicle has the 

opportunity to dispose of its investment 

prior to or concurrently with, and on the 

same terms as, and pro rata with the CoInvestor. The term ‘‘Co-Investor’’ with 

respect to RMP or a Future Pooled 

Investment Vehicle means any person 

who is: (a) An affiliated person (as 

defined in section 2(a)(3) of the Act) of 

the Pooled Investment Vehicle (other 

than a Third Party Fund); (b) RTC; (c) 

an officer or director of RTC; or (d) an 

entity (other than a Third Party Fund) 

in which RTC acts as a general partner, 

managing member, trustee or has a 

similar capacity to control the sale or 

other disposition of the entity’s 

securities. 

The restrictions contained in this 

condition, however, will not be deemed 

to limit or prevent the disposition of an 

investment by a Co-Investor: (a) To its 

direct or indirect wholly-owned 

subsidiary, to any company (a ‘‘Parent’’) 

of which the Co-Investor is a direct or 

indirect wholly-owned subsidiary, or to 

a direct or indirect wholly-owned 

subsidiary of its Parent; (b) to immediate 

family members of the Co-Investor or to 

a trust or other investment vehicle 

established for any Co-Investor or any 

such family member; (c) when the 

investment is comprised of securities 

that are listed on any exchange 

registered as a national securities 

exchange under section 6 of the 1934 

Act; (d) when the investment is 

comprised of securities that are national 

market system securities pursuant to 

section 11A(a)(2) of the 1934 Act and 

rule 600(a) of Regulation NMS 

thereunder; (e) when the securities are 

government securities as defined in 

section 2(a)(16) of the Act; and (f) when 

the investment is comprised of 

securities that are listed on or traded on 

any foreign securities exchange or board 

of trade that satisfies regulatory 

requirements under the law of the 

jurisdiction in which such foreign 

securities exchange or board of trade is 

organized similar to those that apply to 

a national securities exchange or a 

national market system for securities. 

4. The Pooled Investment Vehicles 

and RTC will maintain and preserve, for 

the life of each Pooled Investment 

Vehicle and at least six years thereafter, 

such accounts, books, and other 

documents as constitute the record 

forming the basis for the audited 

financial statements that are to be 

provided to the Participants in the 

Pooled Investment Vehicles, and each 

annual report of each Pooled Investment 

Vehicle required to be sent to such 

Participants, and agree that all such 

records will be subject to examination 

by the Commission and its staff.5

5. Each Pooled Investment Vehicle 

will send to each Participant in such 

Pooled Investment Vehicle who had an 

interest in the Pooled Investment 

Vehicle at any time during the fiscal 

year then ended financial statements of 

the Pooled Investment Vehicle audited 

by the Pooled Investment Vehicle’s 

independent public accountants. At the 

end of each fiscal year, RTC will make 

a valuation or have a valuation made of 

all of the assets of the Pooled 

Investment Vehicle as of such fiscal year 

end in a manner consistent with 

customary practice with respect to the 

valuation of assets of the kind held by 

the Pooled Investment Vehicle. In 

addition, within 120 days after the end 

of each Pooled Investment Vehicle’s 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 61237 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

fiscal year or as soon as practicable 

thereafter, RTC will send a report to 

each person who was a Participant in a 

Pooled Investment Vehicle at any time 

during the fiscal year then ended, 

setting forth such tax information as 

shall be necessary for the preparation by 

the Participant of that Participant’s 

federal and state income tax returns and 

a report of the investment activities of 

the Pooled Investment Vehicle during 

that fiscal year. 

6. If any Pooled Investment Vehicle 

makes purchases or sales from or to an 

entity affiliated with such Pooled 

Investment Vehicle by reason of an 

officer, director or employee of RTC (a) 

serving as an officer, director, general 

partner or investment adviser of the 

entity, or (b) having a 5% or more 

investment in the entity, such 

individual will not participate in the 

Pooled Investment Vehicle’s 

determination of whether or not to effect 

the purchase or sale. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–24787 Filed 10–1–10; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

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 a Closed Meeting 

on Monday, October 4, 2010 at 10 a.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(10) and 17 CFR 

200.402(a)(10), permit consideration of 

the scheduled matter at the Closed 

Meeting. 

Commissioner Paredes, as duty 

officer, voted to consider the item listed 

for the Closed Meeting in closed 

session, and determined that no earlier 

notice thereof was possible. 

The subject matter of the Closed 

Meeting scheduled for Monday, October 

4, 2010 will be: A litigation matter. 

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: September 30, 2010. 

Elizabeth M. Murphy 

Secretary. 

[FR Doc. 2010–24982 Filed 9–30–10; 4:15 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

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 a Closed Meeting 

on Wednesday, October 6, 2010 at 1:00 

p.m. 

Commissioners, Counsel to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Paredes, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in a closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Wednesday, 

October 6, 2010 will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; and other 

matters relating to enforcement 

proceedings. 

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: September 29, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–24885 Filed 9–30–10; 11:15 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–62997; File No. SR–CBOE– 

2010–088] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Related to Dates for Pilot 

Programs 

September 28, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on 

September 21, 2010, the Chicago Board 

Options Exchange, Incorporated 

(‘‘Exchange’’ or ‘‘CBOE’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange has 

designated this proposal as one 

constituting a stated policy, practice, or 

interpretation with respect to the 

meaning, administration, or 

enforcement of an existing rule under 

Section 19(b)(3)(A)(i) of the Act, and 

Rule 19b–4(f)(1) thereunder, which 

renders the proposal effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to make 

technical amendments to its rules to 

insert the specific dates for two pilot 

programs. The text of the proposed rule 

change is available on the Exchange’s 

Web site (http://www.cboe.org/Legal), at 

the Exchange’s Office of the Secretary, 

and at the Commission. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of 

and basis for the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 


jlentini on DSKJ8SOYB1PROD with NOTICES