28290 Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 

1Applicants request that any relief granted 

pursuant to the application also apply to any other 

company of which RBC is or may become an 

affiliated person (together with the Applicants, the 

‘‘Covered Persons’’). 

2Securities and Exchange Commission v. RBC 

Capital Markets Corporation, Judgment as to 

Defendant RBC Capital Markets Corporation, 09– 

cv–5172 (S.D.N.Y., June 9, 2009). 

exemptions granted under the Act in 

connection with the application. 

Temporary Order 

The Commission has considered the 

matter and finds that Applicants have 

made the necessary showing to justify 

granting a temporary exemption. 

Accordingly, 

It is hereby ordered, pursuant to 

section 9(c) of the Act, that Applicants 

and any other Covered Persons are 

granted a temporary exemption from the 

provisions of section 9(a), solely with 

respect to the Injunction, subject to the 

condition in the application, from June 

9, 2009, until the Commission takes 

final action on their application for a 

permanent order. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13981 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28762; File No. 812–13663] 

RBC Capital Markets Corporation, et 

al.; Notice of Application and 

Temporary Order 

June 9, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Temporary order and notice of 

application for a permanent order under 

section 9(c) of the Investment Company 

Act of 1940 (‘‘Act’’). 

SUMMARY OF APPLICATION: Applicants 

have received a temporary order 

exempting them from section 9(a) of the 

Act, with respect to an injunction 

entered against RBC Capital Markets 

Corporation (‘‘RBC’’) on June 9, 2009 by 

the United States District Court for the 

Southern District of New York 

(‘‘Injunction’’), until the Commission 

takes final action on an application for 

a permanent order. Applicants also have 

applied for a permanent order. 

APPLICANTS: RBC, Voyageur Asset 

Management Inc. (‘‘Voyageur’’), 

Tamarack Distributors Inc. 

(‘‘Tamarack’’), and Sky Investment 

Counsel Inc. (‘‘Sky’’) (collectively, other 

than RBC, the ‘‘Fund Servicing 

Applicants’’ and together with RBC, the 

‘‘Applicants’’).1

FILING DATE: The application was filed 

on June 3, 2009. Applicants have agreed 

to file an amendment during the notice 

period, the substance of which is 

reflected in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

Applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on July 6, 2009, and should 

be accompanied by proof of service on 

Applicants, in the form of an affidavit, 

or for lawyers, a certificate of service. 

Hearing requests should state the nature 

of the writer’s interest, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F 

Street, NE., Washington, DC 20549– 

1090; Applicants: RBC, One Liberty 

Plaza, 165 Broadway, New York, NY 

10006; Voyageur and Tamarack, 100 

South Fifth Street, Suite 2300, 

Minneapolis, MN 55402; and Sky, 1 

Adelaide Street East, Suite 2310, 

Toronto, ON, Canada M5C 2V9. 

FOR FURTHER INFORMATION CONTACT: Jaea 

F. Hahn, Senior Counsel, at (202) 551– 

6870, or Julia Kim Gilmer, Branch Chief, 

at (202) 551–6821, (Division of 

Investment Management, Office of 

Investment Company Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a temporary order and 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. RBC is a full service investment 

banking firm engaged in securities 

underwriting, sales and trading, 

investment banking, financial advisory 

services and investment research 

services. RBC is registered with the 

Commission as a broker-dealer under 

the Securities Exchange Act of 1934, as 

amended (‘‘Exchange Act’’) and as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (‘‘Advisers Act’’). RBC is an 

indirect, wholly owned subsidiary of 

Royal Bank of Canada (‘‘Royal Bank’’), 

a Canada-based global financial services 

firm. 

2. Voyaguer and Sky are registered as 

investment advisers under the Advisers 

Act and provide investment advisory or 

subadvisory services to registered 

investment companies (‘‘Funds’’). 

Voyageur is an indirect, wholly owned 

subsidiary of Royal Bank. Royal Bank 

indirectly owns a controlling interest in 

Sky. Tamarack is a broker-dealer 

registered under the Exchange Act and 

serves as principal underwriter to openend Funds. None of the Applicants 

serve as depositor to any Fund. 

3. On June 9, 2009, the United States 

District Court for the Southern District 

of New York entered a judgment against 

RBC (‘‘Judgment’’) in a matter brought 

by the Commission.2 The Commission 

alleged in the complaint (‘‘Complaint’’) 

that RBC violated section 15(c) of the 

Exchange Act by misrepresenting to 

many of its customers that auction rate 

securities were safe, highly liquid 

investments that were substitutes for 

cash or money market funds. The 

Complaint further alleges that on 

February 11, 2008, RBC determined not 

to place bids in most of its auctions, as 

it had historically done, resulting in 

failed auctions. Without admitting or 

denying the allegations in the 

Complaint, except as to jurisdiction, 

RBC consented to the entry of the 

Injunction and other equitable relief 

including undertakings to take various 

remedial actions for the benefit of 

purchasers of certain auction rate 

securities. 

Applicants’ Legal Analysis 

1. Section 9(a)(2) of the Act, in 

relevant part, prohibits a person who 

has been enjoined from, among other 

things, engaging in or continuing any 

conduct or practice in connection with 

the purchase or sale of a security, or in 

connection with activities as an 

underwriter, broker or dealer, from 

acting, among other things, as an 

investment adviser or depositor of any 

registered investment company or a 

principal underwriter for any registered 

open-end investment company, 

registered unit investment trust or 

registered face-amount certificate 

company. Section 9(a)(3) of the Act 

makes the prohibition in section 9(a)(2) 

applicable to a company, any affiliated 

person of which has been disqualified 

under the provisions of section 9(a)(2). 

Section 2(a)(3) of the Act defines 

‘‘affiliated person’’ to include, among 

others, any person directly or indirectly 

controlling, controlled by, or under 


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Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28291 

common control with, the other person. 

Applicants state that RBC is an affiliated 

person of each of the other Applicants 

within the meaning of section 2(a)(3) of 

the Act. Applicants state that the entry 

of the Injunction results in Applicants 

being subject to the disqualification 

provisions of section 9(a) of the Act. 

2. Section 9(c) of the Act provides that 

the Commission shall grant an 

application for exemption from the 

disqualification provisions of section 

9(a) if it is established that these 

provisions, as applied to the Applicants, 

are unduly or disproportionately severe 

or that the Applicants’ conduct has been 

such as not to make it against the public 

interest or the protection of investors to 

grant the exemption. Applicants have 

filed an application pursuant to section 

9(c) seeking a temporary and permanent 

order exempting them and Covered 

Persons from the disqualification 

provisions of section 9(a) of the Act. 

3. Applicants believe they meet the 

standards for exemption specified in 

section 9(c). Applicants state that the 

prohibitions of section 9(a) as applied to 

them would be unduly and 

disproportionately severe and that the 

conduct of the Applicants has been such 

as not to make it against the public 

interest or the protection of investors to 

grant the exemption from section 9(a). 

4. Applicants state that the alleged 

conduct giving rise to the Injunction did 

not involve any of the Applicants acting 

in the capacity of investment adviser or 

subadviser to any Fund or in the 

capacity of principal underwriter for 

any open-end Fund. Applicants also 

state that none of the current or former 

directors, officers, or employees of the 

Fund Servicing Applicants had any 

knowledge of, or had any involvement 

in, the conduct alleged in the 

Complaint. Applicants further state that 

the personnel at RBC who were 

involved in the violations alleged in the 

Complaint have had no involvement in 

providing investment advisory, 

subadvisory or principal underwriting 

services to Funds and will not have any 

future involvement in such activities. 

5. Applicants state that the inability to 

continue to provide investment advisory 

and subadvisory services to Funds and 

principal underwriting services to openend Funds would result in potential 

hardship for the Funds and their 

shareholders. Applicants state that they 

will, as soon as reasonably practical, 

distribute written materials, including 

an offer to meet in person to discuss the 

materials, to the boards of directors of 

the Funds (‘‘Boards’’) for which the 

Applicants serve as investment adviser, 

investment subadviser or principal 

underwriter, including the directors 

who are not ‘‘interested persons,’’ as 

defined in section 2(a)(19) of the Act, of 

such Funds, and their independent legal 

counsel as defined in rule 0–1(a)(6) 

under the Act, relating to the 

circumstances that led to the Injunction, 

any impact on the Funds, and the 

application. Applicants state they will 

provide the Boards with all information 

concerning the Injunction and the 

application that is necessary for the 

Funds to fulfill their disclosure and 

other obligations under the federal 

securities laws. 

6. Applicants also state that, if they 

were barred from providing services to 

Funds, the effect on their businesses 

and employees would be severe. 

Applicants state that they have 

committed substantial resources to 

establish an expertise in providing 

advisory and distribution services to 

Funds. Applicants further state that 

prohibiting them from providing such 

services would not only adversely affect 

their businesses, but would also 

adversely affect approximately 35 

employees who are involved in those 

activities. 

7. Applicants have not previously 

received an exemption under section 

9(c) as the result of conduct that 

triggered section 9(a). 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Any temporary exemption granted 

pursuant to the application shall be 

without prejudice to, and shall not limit 

the Commission’s rights in any manner 

with respect to, any Commission 

investigation of, or administrative 

proceedings involving or against, 

Covered Persons, including, without 

limitation, the consideration by the 

Commission of a permanent exemption 

from section 9(a) of the Act requested 

pursuant to the application or the 

revocation or removal of any temporary 

exemptions granted under the Act in 

connection with the application. 

Temporary Order 

The Commission has considered the 

matter and finds that Applicants have 

made the necessary showing to justify 

granting a temporary exemption. 

Accordingly, 

It is hereby ordered, pursuant to 

section 9(c) of the Act, that Applicants 

and any other Covered Persons are 

granted a temporary exemption from the 

provisions of section 9(a), solely with 

respect to the Injunction, subject to the 

condition in the application, from June 

9, 2009, until the Commission takes 

final action on their application for a 

permanent order. 

By the Commission. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–13980 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28764; File No. 812–13662] 

Banc of America Securities LLC, et al.; 

Notice of Application and Temporary 

Order 

June 9, 2009. 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Temporary order and notice of 

application for a permanent order under 

section 9(c) of the Investment Company 

Act of 1940 (‘‘Act’’). 

SUMMARY: Summary of Application: 

Applicants have received a temporary 

order exempting them from section 9(a) 

of the Act, with respect to an injunction 

entered against Banc of America 

Securities LLC (‘‘BAS’’) and Banc of 

America Investment Services, Inc. 

(‘‘BAI’’) on June 9, 2009 by the United 

States District Court for the Southern 

District of New York (‘‘Injunction’’) 

until the Commission takes final action 

on an application for a permanent order. 

Applicants also have applied for a 

permanent order. 

APPLICANTS: BAS, BAI, Columbia 

Management Advisors, LLC (‘‘CMA’’), 

Columbia Wanger Asset Management, 

LP (‘‘CWAM’’), Columbia Management 

Distributors, Inc. (‘‘CMDI’’), Banc of 

America Investment Advisors, Inc. 

(‘‘BAIA’’), Bank of America Capital 

Advisors LLC (‘‘BACA’’), U.S. Trust 

Hedge Fund Management, Inc. 

(‘‘USTHFM’’), Merrill Lynch, Pierce, 

Fenner & Smith, Incorporated 

(‘‘MLPFS’’), IQ Investment Advisors 

LLC (‘‘IQ’’), Roszel Advisors, LLC 

(‘‘Roszel’’), Nuveen Asset Management 

(‘‘NAM’’), Nuveen Investments Advisers 

Inc. (‘‘NIA’’), Nuveen Investments 

Institutional Services Group, LLC 

(‘‘ISG’’), Nuveen HydePark Group, LLC 

(‘‘Nuveen HydePark’’), NWQ Investment 

Management Company LLC (‘‘NWQ’’), 

Nuveen Investment Solutions, Inc. 

(‘‘NIS’’), Santa Barbara Asset 

Management, LLC (‘‘Santa Barbara’’), 

Symphony Asset Management LLC 

(‘‘Symphony’’), Tradewinds Global 

Investors, LLC (‘‘Tradewinds’’) and 

Winslow Capital Management, Inc. 

(‘‘Winslow’’, together with NAM, NIA, 

ISG, Nuveen HydePark, NWQ, NIS, 


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