28288 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 DBSI is or may become an 

affiliated person (together with the Applicants, the 

‘‘Covered Persons’’). 

All funds are required to conduct an 

annual review of the adequacy of their 

existing policies and procedures and the 

policies and procedures of each 

investment adviser, principal 

underwriter, administrator, and transfer 

agent of the fund, and the effectiveness 

of their implementation. In addition, 

each fund chief compliance officer is 

required to prepare an annual report 

that addresses the operation of the 

policies and procedures of the fund and 

the policies and procedures of each 

investment adviser, principal 

underwriter, administrator, and transfer 

agent of the fund, any material changes 

made to those policies and procedures 

since the date of the last report, any 

material changes to the policies and 

procedures recommended as a result of 

the annual review, and certain 

compliance matters that occurred since 

the date of the last report. The staff 

estimates that each fund spends 42 

hours per year, on average, conducting 

the annual review and preparing the 

annual report to the board of directors. 

Thus, we estimate that the aggregate 

annual burden hours associated with 

the annual review and annual report 

requirement is 194,796 hours. 

Finally, the staff estimates that each 

fund spends 11 hours annually, on 

average, maintaining the records 

required by proposed Rule 38a–1. Thus, 

the aggregate annual burden hours 

associated with the recordkeeping 

requirement is 51,018 hours. 

In total, the staff estimates that the 

aggregate annual information collection 

burden of Rule 38a–1 is 254,214 hours. 

The estimate of burden hours is made 

solely for the purposes of the Paperwork 

Reduction Act. The estimate is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules. Complying 

with this collection of information 

requirement is mandatory. Responses 

will not be kept confidential. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it 

displays a currently valid control 

number. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Charles Boucher, Director/CIO, 

Securities and Exchange Commission, 

C/O Shirley Martinson, 6432 General 

Green Way, Alexandria, VA 22312; or 

send an e-mail to: 

PRA_Mailbox@sec.gov. 

Dated: June 9, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14007 Filed 6–12–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28763; File No. 812–13664] 

Deutsche Bank Securities Inc., 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 Deutsche Bank 

Securities Inc. (‘‘DBSI’’) 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: DBSI, Deutsche Investment 

Management Americas, Inc. (‘‘DIMA’’), 

Deutsche Asset Management (Hong 

Kong) Limited (‘‘DeAM (HK)’’), 

Deutsche Asset Management 

International GmbH (‘‘DeAMI’’), 

Deutsche Asset Management (Japan) 

Limited (‘‘DeAMJ’’), Deutsche 

Investments Australia Limited 

(‘‘DIAL’’), RREEF America LLC 

(‘‘RREEF’’), RREEF Global Advisors 

Limited (‘‘RREEF (G)’’), and DWS 

Investments Distributors, Inc. (‘‘DIDI’’) 

(collectively, other than DBSI, the 

‘‘Fund Servicing Applicants’’ and 

together with DBSI, the ‘‘Applicants’’).1

DATES: Filing Date: The application was 

filed on June 9, 2009. 

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: DBSI, 60 Wall Street, 

New York, NY 10005; DIMA, 345 Park 

Avenue, New York, NY 10154; DeAM 

(HK), 48/F Cheung Kong Centre, 2 

Queen’s Road Central, Hong Kong, 

China; DeAMI, Mainzer Landstrasse 

178–190, Frankfurt am Main, 60327; 

DeAMJ, Sanno Park Tower, 2–11–1, 

Nagata-Cho, Chiyoda-Ku, Tokyo, 100– 

6173; DIAL, Deutsche Bank Place, Level 

16, CNR Hunter and Phillip Streets, 

Sydney, NSW 2000; RREEF, 875 N. 

Michigan Avenue, 41st Floor, Chicago, 

IL 60611; RREEF (G), Winchester House, 

1 Great Winchester Street, London, 

United Kingdom EC2N 2DB; and DIDI, 

222 South Riverside Plaza, Chicago, IL 

60606. 

FOR FURTHER INFORMATION CONTACT: 

Steven I. Amchan, Senior Counsel, at 

(202) 551–6826, 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. Deutsche Bank AG (‘‘DB’’) is a stock 

corporation organized under the laws of 

the Federal Republic of Germany. DBSI 

is an indirect wholly-owned subsidiary 

of DB, and an affiliated person of each 

Fund Servicing Applicant within the 

meaning of section 2(a)(3) of the Act (by 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 74, No. 113 / Monday, June 15, 2009 / Notices 28289 

2Securities and Exchange Commission v. 

Deutsche Bank Securities Inc., Judgment on 

Consent Against Defendant Deutsche Bank 

Securities Inc., 09 Civ. 5174 (S.D.N.Y. June 9, 2009). 

virtue of being under common control 

with the Fund Servicing Applicants). 

DBSI provides securities brokerage and 

investment advisory services to private 

clients and institutions and 

correspondent clearing services to 

broker-dealers. DBSI also provides a 

variety of capital raising, market 

making, and brokerage services for its 

government, financial institution, and 

corporate clients, including fixed 

income and equity sales and trading, 

emerging markets activities, and equity 

market research and investment 

banking. 

2. DIMA, DeAM (HK), DeAMI, 

DeAMJ, DIAL, RREEF, and RREEF (G) 

are registered as investment advisers 

under the Investment Advisers Act of 

1940, as amended (‘‘Advisers Act’’) and 

provide investment advisory or 

subadvisory services to registered 

investment companies (‘‘Funds’’). DIDI 

is a broker-dealer registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and serves as 

principal underwriter to Funds. 

3. On June 9, 2009, the United States 

District Court for the Southern District 

of New York entered a judgment against 

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

by the Commission.2 The Commission 

alleged in the complaint (‘‘Complaint’’) 

that DBSI violated section 15(c) of the 

Exchange Act by marketing auction rate 

securities as highly liquid investments 

comparable to cash or money market 

instruments and by selling auction rate 

securities to its customers without 

adequately disclosing the risks involved 

in purchasing such securities. Without 

admitting or denying the allegations in 

the Complaint, except as to jurisdiction, 

DBSI consented to the entry of the 

Judgment that included, among other 

things, 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 

common control with, the other person. 

Applicants state that DBSI 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 

standard 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, 

subadviser or depositor to any Fund or 

in the capacity of principal underwriter 

for any open-end Fund, UIT, or 

registered face-amount certificate 

company. Applicants also state that 

none of the current or former directors, 

officers, or employees of the Fund 

Servicing Applicants had any 

responsibility for, or had any 

involvement in, the conduct alleged in 

the Complaint. Applicants further state 

that the personnel at DBSI who were 

involved in the violations alleged in the 

Complaint have had no and will not 

have any future involvement in 

providing investment advisory, 

subadvisory, depository or underwriting 

services to Funds. 

5. Applicants state that their inability 

to continue to provide investment 

advisory, subadvisory and underwriting 

services to Funds would result in 

potential hardship for the Funds and 

their shareholders. Applicants state that 

they will, as soon as reasonably 

practicable, distribute written materials, 

including an offer to meet in person to 

discuss the materials, to the boards of 

directors (‘‘Boards’’) of the Funds 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 of the Funds 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 the 

Fund Servicing Applicants were barred 

from providing services to the 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 

principal underwriting services to 

Funds. Applicants further state that 

prohibiting the Fund Servicing 

Applicants from providing such services 

would not only adversely affect their 

businesses, but would also adversely 

affect over 500 employees who are 

involved in those activities. 

7. Applicants previously have 

received exemptions under section 9(c) 

as the result of conduct that triggered 

section 9(a) as described in greater 

detail in the application. 

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 


pwalker on PROD1PC71 with NOTICES
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 


pwalker on PROD1PC71 with NOTICES