61230 Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 

1Applicants also request relief with respect to 

any future registered open-end company that may 

be organized as an ‘‘employees’ securities company’’ 

as defined in section 2(a)(13) of the Act, similar to 

the Funds as described in the application, which: 

(a) Is advised by the Adviser; (b) uses the 

investment management structure described in the 

application; and (c) complies with the terms and 

conditions of the application. The only existing 

registered open-end companies of this type that 

currently intend to rely on the requested order are 

named as applicants. If the name of any Fund 

contains the name of a Subadviser, the name of the 

Adviser will precede the name of the Subadviser. 

Miner, Minnehaha, Sanborn, Turner, 

Union. 

The Interest Rates are: 

Percent 

For Physical Damage: 

Non-Profit Organizations With 

Credit Available Elsewhere ..... 3.625 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

For Economic Injury: 

Non-Profit Organizations Without 

Credit Available Elsewhere ..... 3.000 

The number assigned to this disaster 

for physical damage is 12333B and for 

economic injury is 12334B. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

James E. Rivera, 

Associate Administrator for Disaster 

Assistance. 

[FR Doc. 2010–24766 Filed 10–1–10; 8:45 am] 

BILLING CODE 8025–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29441; 813–00373] 

Elfun Trusts, et al.; Notice of 

Application 

September 27, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(b) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from sections 15(a) and 15(c) of the Act, 

as well as from certain disclosure 

requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit 

certain employees’ securities companies 

to enter into and materially amend 

investment subadvisory agreements 

(‘‘Subadvisory Agreements’’) with 

investment subadvisers (‘‘Subadvisers’’) 

without shareholder approval, and 

subject to the approval of a board of 

trustees (‘‘Board’’) all the members of 

which are ‘‘interested persons’’ within 

the meaning of section 2(a)(19) of the 

Act (‘‘Interested Board Members’’), and 

would grant relief from certain 

disclosure requirements. 

APPLICANTS: Elfun Trusts, Elfun 

International Equity Fund, Elfun 

Diversified Fund, Elfun Tax-Exempt 

Income Fund, Elfun Income Fund, Elfun 

Money Market Fund, General Electric 

S&S Program Mutual Fund, and General 

Electric S&S Income Fund (each, a 

‘‘Fund’’ and, collectively, the ‘‘Funds’’), 

and GE Asset Management Incorporated 

(the ‘‘Adviser’’). 

DATES: 

FILING DATES: The application was filed 

on July 9, 2008, and amended on 

January 20, 2009, January 28, 2009, and 

August 20, 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 

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 22, 2010, 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 GE Asset 

Management Incorporated, 3001 

Summer Street, Stamford, CT 06905. 

FOR FURTHER INFORMATION CONTACT: 

Steven I. Amchan, Senior Counsel, at 

(202) 551–6826, 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 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. Each Fund is organized as a trust 

under the laws of New York or under 

the laws of Connecticut, and is a single 

series open-end management 

investment company registered under 

the Act.1 Each Fund is an ‘‘employees’ 

securities company,’’ as defined in 

section 2(a)(13) of the Act, that has 

previously received a Commission order 

under section 6(b) of the Act granting 

relief from: (i) Section 10(a) of the Act 

to permit the Fund to have a Board 

comprised only of Interested Board 

Members, (ii) section 15(a) of the Act to 

permit the Fund to enter into an 

advisory agreement with the Adviser (or 

predecessors of the Adviser) without 

obtaining the approval of shareholders, 

and (iii) section 15(c) of the Act to 

permit the Fund to enter into, renew, or 

perform an advisory agreement with the 

Adviser (or its predecessors) with the 

approval of its fully ‘‘interested’’ Board 

(collectively, the ‘‘Prior Orders’’). 

2. The Adviser, a wholly-owned 

subsidiary of General Electric Company 

(‘‘GE’’), is registered as an investment 

adviser under the Investment Advisers 

Act of 1940, as amended (‘‘Advisers 

Act’’). The Adviser serves as investment 

adviser to each Fund pursuant to an 

investment advisory agreement with the 

Fund (each, an ‘‘Advisory Agreement’’). 

In accordance with the Prior Orders, the 

Funds did not obtain shareholder 

approval to implement the Advisory 

Agreements, and the Advisory 

Agreements were approved by the Board 

comprised only of Interested Board 

Members. 

3. Under the terms of the Advisory 

Agreements, the Adviser provides each 

Fund with investment management 

services and administrative services. For 

these services, the Adviser receives from 

each Fund the compensation specified 

in the related Advisory Agreement, 

which is limited to reimbursement of 

the Adviser’s reasonable costs of 

providing investment management and 

administrative services to the Fund, 

without an element of profit to the 

Adviser or its employees. The Advisory 

Agreements permit the Adviser to 

delegate certain responsibilities to 

Subadvisers. The Adviser has not 

exercised this authority, but may do so 

if the Commission grants the requested 

order. Each Subadviser will be 

registered as an investment adviser 

under the Advisers Act. The Adviser 

will evaluate, allocate assets to, and 

oversee the Subadvisers, and make 

recommendations about their hiring, 

termination and replacement to the 

Board, at all times subject to the 

authority of the fully ‘‘interested’’ Board. 

For its services to a Fund, a Subadviser 

will receive a fee as described in the 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 191 / Monday, October 4, 2010 / Notices 61231 

2Form N–1A was recently amended by the 

Commission, effective March 31, 2009, and Item 

14(a)(3) should be read to refer to Item 19(a)(3) for 

each Fund when that Fund begins using the revised 

form. 

related Subadvisory Agreement, which 

will be paid directly by the Fund. 

Unlike the Adviser’s compensation, 

which is limited to reimbursement of 

the Adviser’s reasonable costs, the fee 

paid to a Subadviser (other than an 

Affiliated Subadviser, as defined below) 

will contain an element of profit. 

Compensation to a Subadviser that is an 

‘‘affiliated person,’’ as defined in section 

2(a)(3) of the Act, of the Funds or the 

Adviser (other than by reason of serving 

as a Subadviser to one or more Funds) 

(‘‘Affiliated Subadviser’’) would be 

limited to the Affiliated Subadviser’s 

reasonable cost of providing 

subadvisory services to the particular 

Fund and would not contain any 

element of profit. 

4. Applicants request an order to 

permit the Adviser, subject to the 

approval of the Board, all the members 

of which are Interested Board Members, 

to enter into and materially amend 

Subadvisory Agreements without 

obtaining shareholder approval. 

Applicants also request an exemption 

from the various disclosure provisions 

described below that may require the 

Funds to disclose fees paid by the 

Adviser to each Subadviser. An 

exemption is requested to permit a Fund 

to disclose (as both a dollar amount and 

as a percentage of the Fund’s net assets): 

(a) The aggregate compensation paid to 

the Adviser and any Affiliated 

Subadvisers; and (b) the aggregate fees 

paid to Subadvisers other than 

Affiliated Subadvisers (‘‘Aggregate Fee 

Disclosure’’). 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

any person to act as an investment 

adviser to a registered investment 

company except pursuant to a written 

contract that has been approved by the 

vote of a majority of the company’s 

outstanding voting securities. Section 

15(c) of the Act makes it unlawful for 

any registered investment company 

having a board of directors to enter into, 

renew, or perform any contract with an 

investment adviser unless the terms of 

the contract and any renewal thereof 

have been approved at an in-person 

meeting by a majority of directors who 

are not parties to the contract or 

‘‘interested persons’’ of any such party, 

as that term is defined in section 

2(a)(19) of the Act. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 14(a)(3) of Form N–1A 

requires disclosure of the method and 

amount of the investment adviser’s 

compensation.2

3. Item 22 of Schedule 14A under the 

Securities Exchange Act of 1934 (‘‘1934 

Act’’), through the application of rule 

20a–1 under the Act, sets forth the 

information that must be included in an 

investment company proxy statement. 

Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) 

and 22(c)(9) of Schedule 14A, taken 

together, require a proxy statement for a 

shareholder meeting at which the 

advisory contract will be voted upon to 

include the ‘‘rate of compensation of the 

investment adviser,’’ the ‘‘aggregate 

amount of the investment adviser’s 

fees,’’ a description of the ‘‘terms of the 

contract to be acted upon,’’ and, if a 

change in the advisory fee is proposed, 

the existing and proposed fees and the 

difference between the two fees. 

5. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of 

investment company registration 

statements and shareholder reports filed 

with the Commission. Sections 6– 

07(2)(a), (b), and (c) of Regulation S–X 

require that investment companies 

include in their financial statements 

information about investment advisory 

fees. 

6. Section 6(b) of the Act provides 

that the Commission may by order upon 

application exempt any employees’ 

securities company from the provisions 

of the Act, as well as the rules and 

regulations thereunder, ‘‘if and to the 

extent that such exemption is consistent 

with the protection of investors.’’ 

Applicants believe that their requested 

relief meets this standard. 

7. Applicants assert that under the 

proposed arrangement, the Adviser 

would not face any of the types of 

conflicts that the typical adviser faces in 

managing a registered investment 

company. Applicants assert that the 

Adviser shares a substantial community 

of interest with the Funds’ shareholders, 

all of whom are current or former 

employees of GE, the Adviser, and other 

affiliates of GE, including immediate 

family members of these employees, as 

well as with the Board members (who 

themselves are officers or employees of 

GE). Applicants also argue that GE, the 

Adviser, and the Board members have a 

strong interest in assuring that the 

Funds are well managed because of 

their belief that the success of these 

Funds helps to boost employee morale 

and maintain satisfactory employee/ 

retiree relations, both of which are 

matters of vital importance to GE. 

Applicants state that the Adviser 

provides investment management and 

other services to the Funds at cost, and 

does not profit in any way from doing 

so. Applicants assert that because of the 

alignment of their respective interests 

and the compensation terms under 

which the Adviser provides services to 

the Funds, the Adviser is motivated at 

all times to act in the best interests of 

shareholders. Applicants believe that by 

acting for the benefit of shareholders, 

the Adviser and the members of the 

Board are also acting to protect 

substantially corresponding interests of 

their own. 

8. Applicants further state that 

shareholders would expect the Adviser 

and the Board to select the Subadviser 

for a Fund that is best suited to achieve 

the Fund’s investment objective. 

Applicants assert that, from the 

perspective of the investor, the role of 

Subadvisers is substantially equivalent 

to the role of the individual portfolio 

managers employed by traditional 

investment company advisory firms. 

Applicants believe that permitting the 

Adviser to select, supervise and 

evaluate Subadvisers without incurring 

unnecessary delay or expense would 

benefit Fund investors because it would 

allow the Funds to operate more 

efficiently. 

9. Applicants assert that many 

investment advisers charge their 

customers for advisory services 

according to a ‘‘posted’’ fee schedule. 

Applicants state that while investment 

advisers typically are willing to 

negotiate fees that are lower than those 

posted on the schedule, they are 

reluctant to do so where the negotiated 

fees are disclosed to other prospective 

and existing customers. Applicants 

submit that the requested relief will 

allow the Adviser to negotiate more 

effectively with each Subadviser that is 

not an Affiliated Subadviser. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

order requested in the application, the 

operation of the Fund in the manner 

described in the application will be 

approved by a majority of the Fund’s 

outstanding voting securities, as defined 

in the Act, or, in the case of a Fund 

whose public shareholders purchase 

shares on the basis of a prospectus 

containing the disclosure contemplated 

by condition 2 below, by the sole initial 

shareholder before offering the Fund’s 

shares to the public. 


jlentini on DSKJ8SOYB1PROD with NOTICES
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 


jlentini on DSKJ8SOYB1PROD with NOTICES