Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 33311 

10 17 CFR 200.30–3(a)(12). 

1Applicants also request relief with respect to 

future Funds and any other existing or future 

registered open-end management investment 

company or series thereof that: (a) is advised by the 

Adviser or a person controlling, controlled by, or 

under common control with the Adviser (included 

in the term ‘‘Adviser’’); (b) uses the investment 

management structure described in the application; 

and (c) complies with the terms and conditions of 

the application (included in the term ‘‘Funds’’). The 

only existing registered open-end management 

companies 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 (as defined below), the name of the 

Adviser will precede the name of the Subadviser. 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–ISE–2009–43 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ISE–2009–43. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of the ISE. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make publicly available. All 

submissions should refer to File 

Number SR–ISE–2009–43 and should be 

submitted on or before July 31, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–16316 Filed 7–9–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28808; 812–13545] 

GE Funds, et al.,; Notice of Application 

July 2, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

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

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: GE Funds, GE Institutional 

Funds, GE Investments Funds, Inc. 

(each, a ‘‘Company’’ and collectively, 

the ‘‘Companies’’), and GE Asset 

Management Incorporated (the 

‘‘Adviser’’). 

FILING DATES: The application was filed 

on July 9, 2008, and amended on 

November 8, 2008, May 8, 2009, and 

June 29, 2009. Applicants have agreed 

to file an amendment during the notice 

period, the substance of which is 

contained in this notice. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the applications 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 27, 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 be 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, GE Asset Management 

Incorporated, 3001 Summer Street, 

Stamford, CT 06905. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, 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. GE Funds, a Massachusetts 

business trust, is registered under the 

Act as an open-end management 

investment company and currently 

offers sixteen series, each with separate 

investment objectives, policies and 

restrictions (each, a ‘‘Fund’’ and 

collectively, the ‘‘Funds’’). GE 

Institutional Funds, a Delaware 

statutory trust, is registered under the 

Act as an open-end management 

investment company and currently 

offers nine Funds, each with separate 

investment objectives, policies and 

restrictions. GE Investments Funds, Inc., 

a Virginia corporation, is registered 

under the Act an an open-end 

management investment company and 

currently offers fourteen series, each 

with separate investment objectives, 

policies and restrictions.1 The Adviser, 

a wholly owned subsidiary of General 

Electric Company, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

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

investment adviser to each Fund under 

an investment advisory agreement with 

each Company (‘‘Advisory Agreement’’) 

that has been approved by the 

shareholders of each Fund and by the 

board of trustees or directors of the 

Companies (‘‘Board’’), including a 

majority of the trustees or directors who 

are not ‘‘interested persons,’’ as defined 

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

Company or the Adviser (‘‘Independent 

Board Members’’). 

2. Under the terms of each Advisory 

Agreement, the Adviser provides a Fund 

with investment research, advice and 


sroberts on DSKD5P82C1PROD with NOTICES
33312 Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 

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. 

supervision, and furnishes an 

investment program for the Fund 

consistent with the Fund’s investment 

objectives and policies. For the 

investment management services it 

provides to each Fund, the Adviser 

receives the fee specified in the 

Advisory Agreement from the Fund. 

The Advisory Agreements also permit, 

or would be amended (with appropriate 

Board and shareholder approval) to 

permit, the Adviser to enter into 

investment subadvisory agreements 

(‘‘Subadvisory Agreements’’) with one 

or more subadvisers (‘‘Subadvisers’’). 

Pursuant to its authority under certain 

Advisory Agreements, the Adviser 

(having obtained appropriate Board and 

shareholder approval) has entered into 

Subadvisory Agreements with various 

Subadvisers to provide investment 

advisory services to ceertain Funds. 

Each Subadviser is, and every future 

Subadviser will be, registered as an 

investment adviser under the Advisers 

Act. The Adviser will monitor and 

evaluate the Subadvisers and 

recommend to the Board their hiring, 

retention or termination. Subadvisers 

recommended to the Board by the 

Adviser will be selected and approved 

by the Board, including a majority of the 

Independent Board Members. Each 

Subadviser will have discretionary 

authority to invest all or a portion of the 

assets of a particular Fund, subject to 

the general supervision of the Adviser 

and the Board. The Adviser will 

compensate each Subadviser out of the 

fees paid to the Advisory by the Fund. 

3. Applicants request an order to 

permit the Adviser, subject to the Board 

approval, to enter into and materially 

amend Subadvisory Agreements 

without obtaining shareholder approval. 

The requested relief will not extend to 

any Subadviser who is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of the Companies or the 

Adviser, other than by reason of serving 

as a Subadviser to one or more of the 

Funds (‘‘Affiliated Subadviser’’). 

4. 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 fees paid to the Adviser 

and any Affiliated Subadvisers; and (b) 

the aggregate fees paid to Subadvisers 

other than Affiliated Subadvisers 

(‘‘Aggregate Fee Disclosure’’). Any Fund 

that employs an Affiliated Subadviser 

will provide separate disclosure of any 

fees paid to the Affiliated Subadviser. 

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 a 

vote of a majority of the company’s 

outstanding voting securities. Rule 18f– 

2 under the Act provides that each 

series or class of stock in a series 

investment company affected by a 

matter must approve that matter if the 

Act requires shareholder approval. 

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. Rule 20a–1 under the Act requires 

proxies solicited with respect to an 

investment company to comply with 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘1934 Act’’). 

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. 

4. Form N–SAR is the semi-annual 

report filed with the Commission by 

registered investment companies. Item 

48 of Form N–SAR requires investment 

companies to disclose the rate schedule 

for fees paid to their investment 

advisers, including the Subadvisers. 

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. Section 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(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provisions of the 

Act, or from any rule thereunder, if such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Applicants 

state that their requested relief meets 

this standard for the reasons discussed 

below. 

7. Applicants assert that the 

shareholders rely on the Adviser’s 

experience to select one or more 

Subadvisers best suited to achieve the 

Fund’s investment objectives. 

Applicants assert that, from the 

perspective of the investor, the role of 

the Subadvisers is comparable to that of 

the individual portfolio managers 

employed by traditional investment 

company advisory firms. Applicants 

state that requiring shareholder 

approval of each Subadvisory 

Agreement would impose costs and 

unnecessary delays on the Funds, and 

may preclude the Adviser from acting 

promptly in a manner considered 

advisable by the Board. Applicants note 

that the Advisory Agreements and any 

Subadvisory Agreement with an 

Affiliated Subadviser will remain 

subject to section 15(a) of the Act and 

rule 18f–2 under the Act. 

8. Applicants assert that many 

Subadvisers used a ‘‘posted’’ rate 

schedule to set their fees. Applicants 

state that while Subadvisers are willing 

to negotiate fees that are lower than 

those posted on the schedule, they are 

reluctant to do so where the 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. 

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. 

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. 


sroberts on DSKD5P82C1PROD with NOTICES
Federal Register / Vol. 74, No. 131 / Friday, July 10, 2009 / Notices 33313 

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 Subscriber. 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 any 

Affiliated Subadviser without that 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. At all times, at least a majority of 

the Board will be Independent Board 

Members, and the nomination of new or 

additional Independent Board Members 

will be placed within the discretion of 

the then-existing Independent Board 

Members. 

6. When a Subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board, including a 

majority of the Independent Board 

Members, 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. 

7. Independent legal counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Board Members. The 

selection of such counsel will be within 

the discretion of the then existing 

Independent Board Members. 

8. The Adviser will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Adviser on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Subadviser during the applicable 

quarter. 

9. Whenever a Subadviser is hired or 

terminated, the Advisor will provide the 

Board with information showing the 

expected impact on the profitability of 

the Adviser. 

10. 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. 

11. No director, trustee or officer of 

any Company, 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. 

12. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. In the event the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–16332 Filed 07/09/2009 at 8:45 

am; Publication Date: 07/10/2009] 

BILLING CODE 

SOCIAL SECURITY ADMINISTRATION 

Agency Information Collection 

Activities: Proposed Request and 

Comment Request 

The Social Security Administration 

(SSA) publishes a list of information 

collection packages requiring clearance 

by the Office of Management and 

Budget (OMB) in compliance with 

Public Law 104–13, the Paperwork 

Reduction Act of 1995, effective October 

1, 1995. This notice includes revisions 

and extensions of OMB-approved 

information collections and a new 

collection. 

SSA is soliciting comments on the 

accuracy of the agency’s burden 

estimate; the need for the information; 

its practical utility; ways to enhance its 

quality, utility, and clarity; and ways to 

minimize the burden on respondents, 

including the use of automated 

collection techniques or other forms of 

information technology. Mail, e-mail, or 

fax your comments and 

recommendations on the information 

collection(s) to the OMB Desk Officer 

and the SSA Reports Clearance Officer 

to the addresses or fax numbers shown 

below. 

(OMB), Office of Management and 

Budget, Attn: Desk Officer for SSA, 

Fax: 202–395–6974, E-mail address: 

OIRA_Submission@omb.eop.gov. 

(SSA), Social Security Administration, 

DCBFM, Attn: Reports Clearance 

Officer, 1332 Annex Building, 6401 

Security Blvd., Baltimore, MD 21235, 

Fax: 410–965–6400, E-mail address: 

OPLM.RCO@ssa.gov. 

I. The information collection below is 

pending at SSA. SSA will submit it to 

OMB within 60 days from the date of 

this notice. To be sure we consider your 

comments, we must receive them no 

later than September 8, 2009. 

Individuals can obtain copies of the 

collection instrument by calling the SSA 

Reports Clearance Officer at 410–965– 

3758, or by writing to the e-mail address 

we list above. 

1. Statement of Reclamation Action— 

31 CFR 210—0960–0734. SSA uses 

Form SSA–1713 to collect information 

to determine if a Canadian bank is able 

to return erroneous payments, and to 

determine how and when it can return 

the payments made after the death of a 

beneficiary who elected to have 

payments sent to Canada. Form SSA– 

1712 (or SSA–1712 CN) is the cover 

sheet SSA prepares to request return of 

a payment erroneously made after the 

death of the recipient. SSA sends Form 

SSA–1712 with Form SSA–1713. The 

respondents are Canadian financial 

institutions that received Social 

Security payments. 

Type of Request: Extension of an 

OMB-approved information collection. 

Number of Respondents: 15. 

Frequency of Response: 1. 

Average Burden per Response: 5 

minutes. 

Estimated Annual Burden: 1 hour. 

II. SSA has submitted the information 

collections we list below to OMB for 

clearance. Your comments on the 

information collections would be most 

useful if OMB and SSA receive them 

within 30 days from the date of this 

publication. To be sure we consider 

your comments, we must receive them 


sroberts on DSKD5P82C1PROD with NOTICES