80 FR 19380 - Van Eck Associates Corporation, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 69 (April 10, 2015)

[Federal Register Volume 80, Number 69 (Friday, April 10, 2015)]
[Notices]
[Pages 19380-19381]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-08258]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31547; 812-14400]


Van Eck Associates Corporation, et al.; Notice of Application

April 6, 2015.
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 rule 12d1-2(a) 
under the Act.

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    Summary of Application: Applicants request an order to permit open-
end management investment companies relying on rule 12d1-2 under the 
Act to invest in certain financial instruments.
    Applicants: Van Eck Associates Corporation (the ``VEAC''), Van Eck 
Securities Corporation (``VESC''), Market Vectors ETF Trust (``MV 
Trust''), Van Eck VIP Trust (``VIP Trust'') and Van Eck Funds (``VE 
Funds'' and, together with MV Trust and VIP Trust, the ``Trusts'').
    Filing Date: The application was filed on December 18, 2014.
    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 May 1, 2015, and should be accompanied by proof of service 
on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, 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: Johnathan R. Simon, Van Eck 
Associates Corporation, 335 Madison Avenue, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at 
(202) 551-6868, or Daniele Marchesani, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. Van Eck Funds is organized as a Massachusetts business trust and 
is registered under the Act as an open-end management investment 
company. Van Eck Funds is a trust which currently consists of eight 
Funds (as defined below), each with its own investment objective and 
policies. VIP Trust is a Massachusetts business trust and is registered 
under the Act as an open-end management investment company. VIP Trust 
currently consists of six Funds, each with its own investment objective 
and policies. MV Trust is a Delaware statutory trust and is registered 
under the Act as an open-end management investment company. MV Trust 
currently consists of 60 Funds, each with its own investment objective 
and policies.
    2. VEAC is registered as an investment adviser under the Investment 
Advisers Act of 1940 (the ``Advisers Act''). VEAC currently is the 
investment adviser to the Trusts. VESC, a broker-dealer registered 
under the Securities Exchange Act of 1934, as amended (``Exchange 
Act''), serves as the principal underwriter for the Trusts.
    3. Applicants request an exemption to the extent necessary to 
permit any existing or future series of the Trusts and any other 
registered open-end management investment company or series thereof 
that: (a) Is advised by VEAC or any investment adviser controlling, 
controlled by, or under common control with VEAC (any such adviser or 
VEAC, the ``Adviser''); \1\ (b) is in the same group of investment 
companies as defined in section 12(d)(1)(G) of the Act as the Trusts; 
(c) invests in other registered open-end

[[Page 19381]]

management investment companies (``Underlying Funds'') in reliance on 
section 12(d)(1)(G) of the Act; and (d) also is eligible to invest in 
securities (as defined in section 2(a)(36) of the Act) in reliance on 
rule 12d1-2 under the Act (each a ``Fund of Funds''), and together with 
the Underlying Funds, the ``Funds''), also to invest, to the extent 
consistent with its investment objectives, policies, strategies and 
limitations, in financial instruments that may not be securities within 
the meaning of section 2(a)(36) of the Act (``Other Investments'').\2\ 
Applicants also request that the order exempt any entity controlling, 
controlled by or under common control with VESC, that now or in the 
future acts as principal underwriter with respect to the transactions 
described in the application.
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    \1\ Each Adviser will be registered as an investment adviser 
under the Advisers Act.
    \2\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any entity that relies on 
the order in the future will do so only in accordance with the terms 
and condition in the application.
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    4. Consistent with its fiduciary obligations under the Act, each 
Fund of Funds' board of trustees will review the advisory fees charged 
by the Fund of Funds' Adviser to ensure that they are based on services 
provided that are in addition to, rather than duplicative of, services 
provided pursuant to the advisory agreement of any investment company 
in which the Fund of Funds may invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides, in part, that section 
12(d)(1) will not apply to securities of an acquired company purchased 
by an acquiring company if: (i) The acquired company and acquiring 
company are part of the same group of investment companies; (ii) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, Government securities, 
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end investment companies or registered unit investment 
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, Government securities, and short-term paper: (i) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other 
than securities issued by an investment company); and (iii) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act, or 
from any rule under the Act, 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 policies and 
provisions of the Act. Applicants submit that their request for relief 
meets this standard.
    5. Applicants request an order under section 6(c) of the Act for an 
exemption from rule 12d1-2(a) to allow the Funds of Funds to invest in 
Other Investments while investing in Underlying Funds. Applicants state 
that the Funds of Funds will comply with rule 12d1-2 under the Act, but 
for the fact that the Funds of Funds may invest a portion of their 
assets in Other Investments. Applicants assert that permitting the 
Funds of Funds to invest in Other Investments as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1) were designed to address.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition: Applicants will comply with all 
provisions of rule 12d1-2 under the Act, except for paragraph (a)(2) to 
the extent that it restricts any Fund of Funds from investing in Other 
Investments as described in the application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-08258 Filed 4-9-15; 8:45 am]
BILLING CODE 8011-01-P