[Federal Register Volume 61, Number 75 (Wednesday, April 17, 1996)]
[Notices]
[Pages 16816-16819]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-9401]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21885; 812-9972]


UAM Funds, Inc., et al.; Notice of Application

April 10, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption Under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

APPLICANTS: UAM Funds, Inc., UAM Funds Trust, AEW Commercial Mortgage 
Securities Fund, Inc., (``AEW'') (collectively, the ``Existing 
Funds''); Acadian Asset Management, Inc., Aldrich, Eastman & Waltch, 
L.P., Barrow, Hanley, Mewhinney & Strauss, Inc., C.S. McKee & Company, 
Inc., Cambiar Investors, Inc., Chicago Asset Management Company, Cooke 
& Bieler, Inc., Dewey Square Investors Corp.,

[[Page 16817]]

Dwight Asset Management Company, Fiduciary Management Associates, Inc., 
Hanson Investment Management Company, Investment Counselors of 
Maryland, Inc., Investment Research Company, Murray Johnstone 
International Ltd., Newbold's Asset Management, Inc., NWQ Investment 
Management Company, Rice, Hall, James & Associates, Sirach Capital 
Management, Inc., Spectrum Asset Management, Inc., Sterling Capital 
Management Company, Thompson, Siegel & Walmsley, Inc., and Tom Johnson 
Investment management, Inc. (collectively, the ``Advisers'').

RELEVANT ACT SECTION: Order requested under section 17(d) of the Act 
and rule 17d-1 thereunder.

SUMMARY OF APPLICATION: Applicants request an order to permit certain 
investment companies to deposit their uninvested cash balances in one 
or more joint accounts to be used to enter into short-term investments.

FILING DATES: The application was filed on January 29, 1996 and amended 
on April 9, 1996.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on May 6, 1996, and 
should be accompanied by proof of service on applicant 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 SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicants, c/o Audrey C. Talley, Esq., Stradley, Ronon, Stevens 
& Young, 2600 One Commerce Square, Philadelphia, PA 19103-7098.

FOR FURTHER INFORMATION CONTACT:
Marianne H. Khawly, Staff Attorney, at (202) 942-0562, or Robert A. 
Robertson, Branch Chief, (202) 942-0564 (Office of Investment Company 
Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicants' Representations

    1. UAM Fund, Inc., a Maryland corporation, and UAM Funds Trust, a 
Delaware business trust, are open-end management investment companies 
comprised of multiple series of shares. AEW, a Maryland corporation, is 
a closed-end investment company. Each of the Advisers, except Aldrich, 
Eastman & Waltch, L.P. (``Aldrich, Eastman''), is a wholly-owned 
subsidiary of United Asset Management Corporation (``United''). 
Aldrich, Eastman is a limited partnership of which United is the sole 
limited partner. United is a holding company incorporated for the 
purpose of acquiring and owning investment management firms.\1\
---------------------------------------------------------------------------

    \1\ United does not engage in any investment activities that 
would require it to be registered as an investment adviser or 
investment company. See, United Asset Management Corp., SEC No-
Action Letter (pub. avail. Nov. 2, 1981).
---------------------------------------------------------------------------

    2. Applicants request that any relief granted pursuant to the 
application also apply to any future registered investment companies 
that are advised by an Adviser, or any entity controlling, controlled 
by, or under common control with an Adviser and that are in the same 
``group of investment companies,'' as defined in rule 11a-3 under the 
Act, as the Existing Funds (together with the Existing Funds, the 
``Portfolios''). In addition, applicants request that any relief 
granted also apply to any entity controlling, controlled by, or under 
common control with an Adviser that serves as investment adviser to any 
of the Portfolios. All Portfolios that currently intend to rely on the 
requested order are named as applicants.
    3. The Existing Funds have each entered into an administration 
agreement with Chase Global Fund Services Company, formerly, Mutual 
Fund Services Company (the ``Administrator'') pursuant to which the 
Administrator provides transfer agent, accounting and administrative 
services. Morgan Guaranty Trust Company of New York (``Morgan 
Guaranty'') serves as the Existing Funds' custodian. Bank of New York 
serves as the Existing Funds' custodian. The distributor of the open-
end Existing Funds, UAM Fund Distributors, Inc., formerly Regis 
Retirement Plan Services, is a wholly-owned subsidiary of United.
    4. At the end of each trading day, the Portfolios have uninvested 
cash balances in their accounts at their custodian bank that would not 
otherwise be invested in Portfolio securities by their respective 
Adviser. Generally such cash balances are invested in short-term liquid 
assets such as commercial paper or U.S. Treasury bills. Cash balances 
may also be invested in shares of the money market Portfolios.\2\
---------------------------------------------------------------------------

    \2\ UAM Funds, Investment Company Act Release Nos. 21739 (Feb. 
9, 1996) (notice) and 21809 (March 6, 1996) (order).
---------------------------------------------------------------------------

    5. Applicants propose to deposit uninvested cash balances of the 
Portfolios that remain at the end of the trading day, as well as cash 
for investment purposes, into one or more joint accounts (the ``Joint 
Accounts'') and to invest the daily balance of the Joint Accounts in: 
(a) repurchase agreements collateralized by U.S. government securities 
(as defined in the Act) or by First Tier Securities (as defined in rule 
2a-7 under the Act); (b) interest-bearing or discounted commercial 
paper, including dollar denominated commercial paper of foreign 
issuers; and (c) any other short-term money market instruments, 
including variable rate demand notes and other tax-exempt money market 
instruments, that constitute ``Eligible Securities'' (as defined in 
rule 2a-7 under the Act) (collectively, ``Short-Term Investments'').
    6. Applicants proposes to enter into hold-in-custody repurchase 
agreements, i.e., repurchase agreements where the counterparty or one 
of its affiliated persons may have possession of, or control over, the 
collateral subject to the agreement, only where cash is received very 
late in the business day and otherwise would be unavailable for 
investment.
    7. A Portfolio's decision to use a Joint Account would be based on 
the same factors as its decision to make any other short-term liquid 
investment. The sole purpose of the Joint Accounts would be to provide 
a convenient means of aggregating what otherwise would be one or more 
daily transactions for some or all Portfolios necessary to manage their 
respective daily account balances.
    8. The Advisers will be responsible for investing funds held by the 
Joint Accounts, establishing accounting and control procedures, and 
ensuring fair treatment of the Portfolios. The Advisers will manage 
investments in the Joint Accounts in essentially the same manner as if 
it had invested in such instruments on an individual basis for each 
Portfolio.
    9. Any repurchase agreements entered into through the joint account 
will comply with the terms of Investment Company Act Release No. 13005 
(February 2, 1983). Applicants acknowledge that they have a continuing 
obligation to monitor the SEC's published statements on repurchase 
agreements, and represent that repurchase agreement transactions

[[Page 16818]]

will comply with future positions of the SEC to the extent that such 
positions set forth different or additional requirements regarding 
repurchase agreements. In the event that the SEC sets forth guidelines 
with respect to other Short-Term Investments, all such investments made 
through the Joint Account will comply with those guidelines.

Applicants' Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 thereunder prohibit an 
affiliated person of a registered investment company from participating 
in any joint enterprise or arrangement in which such investment company 
is a participant, without an SEC order.
    2. The Portfolios, by participating in the proposed Joint Account, 
and the Advisers, by managing the proposed Joint Account, could be 
deemed to be ``joint participants'' in a transaction within the meaning 
or section 17(d). In addition, the proposed Joint Account could be 
deemed to be a ``joint enterprise or other joint arrangement'' within 
the meaning of rule 17d-1.
    3. Although the Advisers will realize some benefits through 
administrative convenience and some possible reduction in clerical 
costs, the Portfolios will be the primary beneficiaries of the Joint 
Accounts because the account may result in higher returns and would be 
a more efficient means of administering daily cash investments.
    4. Applicants believe that no Portfolio will be in a less favorable 
position as a result of the Joint Accounts. Each Portfolio's investment 
in a Joint Account would not be subject to the claims of creditors, 
whether brought in bankruptcy, insolvency, or other legal proceeding, 
of any other Portfolio. Each Portfolio's liability on any Short-Term 
Investment will be limited to its interest in such investment; no 
Portfolio will be jointly liable for the investments of any other 
Portfolio.
    5. Portfolios may earn a higher rate of return on investments 
through the Joint Accounts relative to the returns they could earn 
individually. Under most market conditions, it is generally possible to 
negotiate a rate of return on larger repurchase agreements and other 
Short-Term Investments that is higher than the rate available on 
smaller repurchase agreements and other Short-Term Investments.
    6. The Joint Accounts may result in certain administrative 
efficiencies and a reduction of the potential for errors by reducing 
the number of trade tickets and cash wires that must be processed by 
the sellers of Short-Term Investments, the Portfolios' custodian and 
the Advisers's accounting and trading departments. For the reasons set 
forth above, applicants believe that granting the requested order is 
consistent with the provisions, policies, and purposes of the Act and 
the intention of rule 19d-1.

Applicants' Conditions

    Applicants will comply with the following procedures as conditions 
to any SEC order:
    1. The Joint Accounts will not be distinguishable from any other 
accounts maintained by the Portfolios at their custodian except that 
monies from the Portfolios will be deposited in the Joint Account on a 
commingled basis. The Joint Accounts will not have a separate existence 
and will not have indicia of a separate legal entity. The sole function 
of the Joint Accounts will be to provide a convenient way of 
aggregating individual transactions which would otherwise require daily 
management by the Advisers of uninvested cash balances.
    2. Cash in the Joint Accounts will be invested in one or more of 
the following, as directed by the Advisers: (a) repurchase agreements 
collateralized fully as defined in rule 2a-7 under the act by: (i) U.S. 
Government obligations; (ii) obligations issued or guaranteed as to 
principal and interest or otherwise backed by any of the agencies or 
instrumentalities of the U.S. Government; (iii) certain obligations of 
the U.S. Government in the form of separately traded principal and 
interest components of securities issued or guaranteed by the U.S. 
Treasury; and (iv) certain U.S. government agency securities such as 
mortgage-backed certificates issued by the Government National Mortgage 
Association, the Federal National Mortgage Association, and the Federal 
Home Loan Mortgage Corporation, representing ownership interests in 
mortgage pools; (b) interest bearing or discounted commercial paper, 
including dollar denominated commercial paper of foreign issuers; and 
(c) in any other short-term money market instruments, including tax-
exempt money market instruments, that constitute ``Eligible 
Securities'' within the meaning of rule 2a-7 under the Act. No 
Portfolio would be permitted to invest in a Joint Account unless the 
Investments in such Joint Account satisfied the investment policies and 
guidelines of that Portfolio. Investments that are joint repurchase 
transactions would have a remaining maturity or deemed maturity of 60 
days or less and other Investments would have a remaining maturity of 
90 days or less, each as determined pursuant to rule 2a-7 under the 
Act.
    3. All assets held in the Joint Accounts would be valued on an 
amortized cost basis to the extent permitted by applicable SEC 
releases, rules, or orders.
    4. Each Portfolio, in reliance on rule 2a-7 under the Act, will use 
the average maturity of the instruments in the Joint Account in which 
such Portfolio has an interest (determined on a dollar weighted basis) 
for the purpose of computing its average portfolio maturity with 
respect to its portion of the assets held in a Joint Account on that 
day.
    5. In order to assure that there will be no opportunity for any 
Portfolio to use any part of a balance of a Joint Account credited to 
another Portfolio, no Portfolio will be allowed to create a negative 
balance in any Joint Account for any reason, although each Portfolio 
would be permitted to draw down its entire balance at any time. Each 
Portfolio's decision to invest in a Joint Account would be solely at 
its option, and no Portfolio will be obligated to invest in the Joint 
Account or to maintain any minimum balance in the Joint Account. In 
addition, each Portfolio will retain the sole rights of ownership to 
any of its assets invested in the Joint Account, including interest 
payable on such assets invested in the Joint Account.
    6. The Advisers will administer the investment of cash balances in 
and operation of the Joint Accounts as part of its general duties under 
its advisory agreements with Portfolios and will not collect any 
additional or separate fees for advising any Joint Account.
    7. The administration of the Joint Accounts would be within the 
fidelity bond coverage required by section 17(g) of the Act and rule 
17g-1 thereunder.
    8. The directors and trustees of the Portfolios will adopt 
procedures pursuant to which the Joint Accounts will operate, which 
will be reasonably designed to provide that the requirements of the 
application will be met. The respective directors and trustees will 
make and approve such changes as they deem necessary to ensure that 
such procedures are followed. In addition, the directors and trustees 
will determine, no less frequently than annually, that the Joint 
Accounts have been operated in accordance with the proposed procedures 
and will only permit a Portfolio to continue to participate therein if 
it determines that there is a reasonable likelihood that the Portfolio 
and its shareholders (or beneficiaries, as applicable) will benefit 
from the Portfolio's continued participation.

[[Page 16819]]

    9. Any Short-Term Investments made through the Joint Accounts will 
satisfy the investment criteria of all Portfolios in that investment.
    10. The Advisers and the custodian of each Portfolio will maintain 
records documenting, for any given day, each Portfolio's aggregate 
investment in a Joint Account and each Portfolio's pro rata share of 
each Investment made through such Joint Account. The records maintained 
for each Portfolio that is a Fund or an investment portfolio thereof 
shall be maintained in conformity with section 31 of the Act and the 
rules and regulations thereunder.
    11. Every Portfolio in the Joint Accounts will not necessarily have 
its cash invested in every Short-Term Investment. However, to the 
extent that a Portfolio's cash is applied to a particular Short-Term 
Investment, the Portfolio will participate in an own its proportionate 
share of such Short-Term Investment, and any income earned or accrued 
thereon, based upon the percentage of such investment purchased with 
monies contributed by the Portfolio.
    12. Short-Term Investment held in a Joint Account generally will 
not be sold prior to maturity except if: (a) the Advisers believe the 
investment no longer presents minimal credit risks; (b) the investment 
no longer satisfies the investment criteria of all Portfolios in the 
investment because of a downgrading or otherwise; or (c) in the case of 
a repurchase agreement, the counterparty defaults. The Advisers may, 
however, sell any Short-Term Investment (or any fractional portion 
thereof) on behalf of some or all Portfolios prior to the maturity of 
the investment if the cost of such transactions will be borne solely by 
the selling Portfolios and the transaction will not adversely affect 
other Portfolios. In no case would an early termination by less than 
all participating Portfolios be permitted if it would reduce the 
principal amount or yield received by other Portfolios participating in 
a particular Joint Account or otherwise adversely affect the other 
participating Portfolios. Each Portfolio will be deemed to have 
consented to such sale and partition of the investments in the Joint 
Account.
    13. Short-Term Investments held through a Joint Account with a 
remaining maturity of more than seven days, as calculated pursuant to 
rule 2a-7 under the Act, will be considered illiquid and, for any 
Portfolio that is an open-end investment company registered under the 
Act, subject to the restriction that the Portfolio may not invest more 
than 15% (or such other percentage as set forth by the SEC from time to 
time) of its net assets in illiquid securities, if the Advisers cannot 
sell the instrument, or the Portfolio's fractional interest in such 
instrument, pursuant to the preceding condition.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-9401 Filed 4-16-96; 8:45 am]
BILLING CODE 8010-01-M