37256 Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 

1Applicant represents that the French public law 

regime governing obligations foncie`res, in which 

the issuing entity is strictly regulated by banking 

authorities as a credit institution and in which the 

priority of investors’ claims is guaranteed as a 

matter of law, differs significantly from the private 

contractually-based covered bond regimes found in 

certain other countries (such as the United States). 

Rule 17f–1(b), OMB Control No. 3235– 

0032, SEC File No. 270–28. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.) the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in the following rule: Rule 

17f–1(b)—Requirements for reporting 

and inquiry with respect to missing, 

lost, counterfeit, or stolen securities (17 

CFR 240.17f–1(b)) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.) (the ‘‘Exchange Act’’). The 

Commission plans to submit this 

existing collection of information to the 

Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 17f–1(b) (17 CFR 240.17f–1(b)) 

under the Exchange Act requires 

approximately 26,000 entities in the 

securities industry to register in the Lost 

and Stolen Securities Program 

(‘‘Program’’). Registration fulfills a 

statutory requirement that entities 

report and inquire about missing, lost, 

counterfeit, or stolen securities. 

Registration also allows entities in the 

securities industry to gain access to a 

confidential database that stores 

information for the Program. 

We estimate that 1,000 new entities 

will register in the Program each year. 

The staff estimates that the average 

number of hours necessary to comply 

with the Rule 17f–1(b) is one-half hour. 

The total burden is therefore 500 hours 

(1,000 times one-half) annually for all 

participants. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information shall have practical utility; 

(b) the accuracy of the Commission’s 

estimates of the burden of the proposed 

collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information to be 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. 

Comments should be directed to 

Charles Boucher, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Shirley 

Martinson, 6432 General Green Way, 

Alexandria, Virginia 22312 or send an email to: 

PRA_Mailbox@sec.gov. 

Dated: July 21, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–17859 Filed 7–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28835; 812–13573] 

Compagnie de Financement Foncier; 

Notice of Application 

July 22, 2009. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from all 

provisions of the Act. 

SUMMARY OF APPLICATION: Applicant 

Compagnie de Financement Foncier 

(‘‘CFF’’), a specialized credit institution, 

requests an order exempting it from all 

provisions of the Act in connection with 

the offer and sale of its securities in the 

United States. 

FILING DATES: The application was filed 

on September 17, 2008, and amended 

on June 22, 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 August 12, 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. Applicant, c/o John D. Watson, Jr., 

Latham & Watkins LLP, 53, quai 

d’Orsay, 75007 Paris, France. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or Janet M. Grossnickle, 

Assistant Director, 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. 

Applicant’s Representations: 

1. CFF, a limited liability company 

organized under the laws of the 

Republic of France, is a Socie ́te ́ de 

Cre ́dit Foncier (‘‘SCF’’), a specialized 

credit institution authorized and 

licensed under French law and 

regulated and supervised by French 

banking authorities. Applicant 

represents that the sole permitted 

business of a SCF is to provide 

financing to the housing and public 

sectors in France and a limited number 

of other developed countries. Applicant 

further states that, subject to a 

comprehensive statutory and regulatory 

framework, a SCF conducts this 

business by (a) making or acquiring 

mortgage loans (which include loans 

incurred to acquire real property and 

secured by a mortgage or, in certain 

limited circumstances, other highquality credit support); (b) extending 

financing to public sector entities by 

making public sector loans or acquiring 

public sector obligations; and (c) 

acquiring debt securities backed by 

mortgage loans or public sector 

obligations (collectively, ‘‘Eligible 

Assets’’). Equity securities or other 

equity interests are not treated as 

Eligible Assets and are not permitted to 

be held by a SCF. 

2. As a SCF, CFF states that it finances 

its business through the issuance of 

covered bonds, a type of debt security 

governed by French law. French 

covered bonds, known as obligations 

foncie`res, and the SCFs that issue them 

are governed by the Savings and 

Financial Security Act of 1999 (the 

‘‘SFSA Law’’).1 Applicant states that 

under the SFSA law, only credit 

institutions licensed and regulated in 

France as a SCF may issue obligations 

foncie`res. However, CFF is not 

permitted under the SFSA Law to 

accept demand deposits and may only 

carry out the specific banking activities 

that are consistent with its purpose as 

a SCF, which is to acquire Eligible 

Assets and to issue covered bonds (or 

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Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 37257 

other debt securities) in order to finance 

the acquistion of Eligible Assets. 

3. CFF is a direct, wholly-owned 

subsidiary of Cre ́dit Foncier de France 

(‘‘Credit Foncier’’), which is licensed 

and regulated under French law as a 

commercial bank. Applicant states that 

Credit Foncier was the first French 

issuer of covered bonds and an active 

participant in the covered bond market 

until 1999, when in connection with the 

adoption of the SFSA Law, Credit 

Foncier formed CFF and transferred its 

covered bond business to it. CFF states 

that since its formation, it has issued 

over $147.5 billion in covered bonds in 

the international capital markets. 

4. Applicant represents that the SFSA 

Law gives the holders of CFF’s covered 

bonds the benefit of a statutory priority 

in right of payment (the ‘‘Privilege’’) on 

all assets and cash flows of CFF. 

According to CFF, the Privilege 

constitutes a legal safeguard for holders 

of covered bonds in that no creditors of 

a SCF, including the French State, can 

claim cash flows generated by Eligible 

Assets until the SCF’s obligations in 

respect of its covered bonds are 

discharged in full. The SFSA Law 

establishes a principle of overcollateralization, which provides that 

the total amount of the assets of a SCF 

must exceed the global amount of 

liabilities benefiting from the Privilege 

at all times, thereby limiting risk 

exposure. CFF states that in addition to 

the Privilege, as an additional investor 

protection safeguard, the SFSA Law 

creates important exceptions to the 

claw-back rules that would otherwise 

apply under the French insolvency 

laws. 

5. CFF states that, as a licensed credit 

institution, it is subject to extensive 

legal and regulatory obligations under 

French banking regulations and is 

supervised by the French Banking 

Commission (‘‘Banking Commission’’), a 

body within the Banque de France. CFF 

further states that it is not only subject 

to the general regulatory supervision 

applicable to all licensed credit 

institutions, including banks, but also to 

additional control mechanisms that are 

specific to its status as a SCF. CFF states 

that it is subject to continuous off-site 

monitoring and routine on-site 

inspections by the Banking 

Commission, which consists of 

examination of CFF’s prudential and 

accounting records, regular contacts 

with CFF’s senior management and 

statutory auditors, and ascertainment 

that the information disclosed by CFF 

accurately reflects its financial 

condition. In addition, CFF states that as 

an issuer of listed debt securities sold to 

the general public in France, it is also 

subject to the rules and regulations of 

the Financial Markets Authority (the 

‘‘AMF’’), the French financial market 

regulator responsible for ensuring 

investors’ protection. 

6. Applicant represents that under 

French banking regulations, CFF must 

appoint a specific controller (the 

‘‘Specific Controller’’) as a result of its 

status as a SCF. The Specific Controller 

is appointed by CFF’s management 

board with the approval of the Banking 

Commission. CFF states that the 

Specific Controller monitors compliance 

with the legal and regulatory provisions 

applicable to SCFs, monitors CFF’s 

management of its assets and liabilities 

and ensures that CFF only undertakes 

transactions that are consistent with its 

specific purpose as a SCF. The Specific 

Controller verifies that the assets held 

by CFF are Eligible Assets and certifies 

compliance with collateralization 

requirements. 

7. CFF states that it is also subject to 

special internal control procedures. The 

SFSA Law requires that the asset and 

liabilities of a SCF be managed by a 

credit institution pursuant to servicing 

agreements. Because of this legal 

requirement, CFF relies on Credit 

Foncier to operate its business. Credit 

Foncier, a licensed bank, administers 

CFF in accordance with permanent and 

periodic control procedures that are 

centralized at the level of Credit 

Foncier. 

8. CFF proposes to offer and sell in 

the United States its covered bonds and 

other debt securities that benefit from 

the Privilege as described in the 

application (collectively, the ‘‘Privileged 

Debt Securities’’). CFF states that any 

such offer and sale shall occur only in 

transactions exempt from registration 

under the Securities Act of 1933 (‘‘1933 

Act’’), including transactions effected as 

traditional private placements with 

institutional investors or in transactions 

in which the securities may be resold to 

‘‘qualified institutional buyers’’ as 

contemplated by rule 144A under the 

1933 Act. CFF believes that investors in 

its Privileged Debt Securities would 

have the protections provided by the 

Privilege, the protections provided by 

the French government’s regulation of 

CFF and its operations, and the 

protections of the laws in the United 

States applicable to securities offered 

and sold to qualified institutional 

buyers and other institutional investors, 

as well as the antifraud provisions of the 

Securities Exchange Act of 1934. CFF 

intends to use the proceeds from any 

sale of its securities in the United States 

as an additional source of financing for 

the housing and public sectors in France 

and other developed countries, 

including the United States. 

Applicant’s Legal Analysis 

1. Section 3(a)(1)(C) of the Act defines 

an investment company to include any 

issuer engaged in the business of 

investing, reinvesting, owning, holding 

or trading in securities, and that owns 

or proposes to acquire investment 

securities having a value exceeding 40% 

of the issuer’s total assets. Section 

3(a)(2) of the Act defines ‘‘investment 

securities’’ to include all securities 

except Government securities, securities 

issued by employees’ securities 

companies, and securities issued by 

majority-owned subsidiaries of the 

owner which (a) are not investment 

companies, and (b) are not relying on 

the exclusions from the definition of 

investment company in section 3(c)(1) 

or 3(c)(7) of the Act. 

2. CFF states that a majority of its 

assets consist of loans, debt securities 

and cash equivalents, and that these 

assets could be considered ‘‘investment 

securities’’ within the meaning of 

section 3(a)(2) of the Act. As a result, 

CFF states that it could be deemed to be 

an ‘‘investment company’’ under section 

3(a)(1)(C) of the Act. 

3. Section 6(c) of the Act provides, in 

relevant part, that the Commission, by 

order upon application, may 

conditionally or unconditionally 

exempt any person, security, or 

transaction from any provision of the 

Act, if and to the extent 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. 

4. Rule 3a–6 under the Act excludes 

foreign banks from the definition of an 

investment company under the Act. A 

‘‘foreign bank’’ is defined in the rule to 

include a banking institution ‘‘engaged 

substantially in commercial banking 

activity’’ which in turn is defined to 

include ‘‘extending commercial and 

other types of credit, and accepting 

demand and other types of deposits.’’ 

CFF states that while a large part of its 

business activity is to extend 

commercial credit such as mortgage 

loans and loans to public sector entities 

and it is subject to extensive supervision 

and regulation by French banking 

authorities, it is not considered a 

comercial bank under French law. 

Further, Applicant states that as a credit 

institution licensed as a SCF, it cannot 

accept ‘‘demand and other types of 

deposits.’’ Therefore, CFF states that it 

is not eligible for the exclusion provided 

by rule 3a-6 under the Act. 

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37258 Federal Register / Vol. 74, No. 143 / Tuesday, July 28, 2009 / Notices 

5. CFF states that it engages in several 

banking activities, that it is controlled as 

to financing it can undertake and loans 

it can extend through French banking 

laws and through oversight and 

regulation implemented by the Banking 

Commission. CFF asserts that as a SCF, 

it is governed by a legal regime in many 

respects stricter than the regime 

applicable to commercial banks in 

France. CFF further states that it fulfills 

a public interest objective of providing 

financial resources for the favored 

sectors in France and the United States 

and other developed nations, and that 

its activities do not lend themselves to 

the abuses against which the Act was 

directed. Therefore, CFF states that it 

satisfies the standards for relief under 

section 6(c) of the Act. 

Applicant’s Conditions 

Applicant agrees that the order 

granting the requested relief will be 

subject to the following conditions: 

1. In connection with any offering by 

Applicant of its Privileged Debt 

Securities in the United States, 

Applicant will appoint an agent to 

accept service of process in any suit, 

action or proceeding brought on such 

Privileged Debt Securities and instituted 

in any State or Federal court presiding 

in the City and County of New York by 

any such holder of any such Privileged 

Debt Securities. Applicant will 

expressly submit to the jurisdiction of 

the New York State and United States 

Federal courts presiding in the City and 

County of New York with respect to any 

such suit, action or proceeding. 

Applicant will also waive the defense of 

forum non conveniens to the 

maintenance of any such action or 

proceeding in the New York State or 

United States Federal courts presiding 

in the City and County of New York. 

Such appointment of an agent to accept 

service of process and such submission 

to jurisdiction shall be irrevocable until 

all amounts due and to become due in 

respect of such Privileged Debt 

Securities have been paid. No such 

submission to jurisdiction or 

appointment of agent for service of 

process will affect the right, if any, of a 

holder of any such security to bring suit 

in any court that will have jurisdiction 

over Applicant by virtue of the offer and 

sale of such Privileged Debt Securities 

or otherwise. 

2. Applicant’s activities will conform 

in all material respects to the activities 

described in the application. 

3. Applicant is regulated as a SCF by 

the French banking authorities, as 

described in the application. 

4. Applicant will only offer and sell 

Privileged Debt Securities on a private 

basis in the United States to persons 

reasonably believed by Applicant to be 

(i) institutional accredited investors as 

defined in paragraphs (1), (2), (3) and (7) 

of Rule 501(a) under the 1933 Act, (ii) 

any entity in which all of the equity 

owners come within such paragraphs, or 

(iii) qualified institutional buyers, as 

defined in Rule 144A under the 1933 

Act. 

5. Applicant will not make public 

offers or sales of equity or debt 

securities in the United States and will 

not make offers or sales of equity 

securities on either a public or private 

basis in the United States. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–17892 Filed 7–27–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28834; File No. 812–13503] 

Pax World Funds Trust II, et al.; Notice 

of Application 

July 22, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d), and 22(e) of the 

Act and rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) of the Act for an exemption 

from sections 12(d)(1)(A) and 

12(d)(1)(B) of the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit (a) 

certain open-end management 

investment companies and their series, 

to issue shares (‘‘Fund Shares’’) that can 

be redeemed only in large aggregations 

(‘‘Creation Units’’); (b) secondary market 

transactions in Fund Shares to occur at 

negotiated prices; (c) certain series to 

pay redemption proceeds, under certain 

circumstances, more than seven days 

after the tender of Fund Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Units; and (e) certain registered 

management investment companies and 

unit investment trusts outside of the 

same group of investment companies as 

the series to acquire Fund Shares. 

APPLICANTS: Pax World Funds Trust II 

(‘‘Trust’’), Pax World Management Corp. 

(‘‘Advisor’’) and ALPS Distributors, Inc. 

(‘‘Distributor’’). 

DATES: Filing Dates: The application 

was filed on February 29, 2008, and 

amended on May 8, 2008, November 17, 

2008, May 8, 2009, and July 7, 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 August 12, 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, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants: Pax World Management 

Corp. and Pax World Funds Trust II, 30 

Penhallow Street, Suite 400, 

Portsmouth, NH 03801; ALPS 

Distributors, Inc., 1290 Broadway, Suite 

1100, Denver, CO 80203. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel at (202) 

551–6873, 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 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. The Trust is registered as an openend management investment company 

and is organized as a Massachusetts 

trust that will offer multiple series. The 

Trust will initially offer Fund Shares of 

two series (the ‘‘Initial Funds’’). 

Applicants may offer additional 

registered open-end investment 

companies in the future as well as 

additional series of the Trust and series 

of any existing or future open-end 

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