[Federal Register Volume 63, Number 248 (Monday, December 28, 1998)]
[Notices]
[Pages 71522-71524]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-34256]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-23613; 812-10962]


Principal Management Corporation, et al.; Notice of Application

December 21, 1998.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from section 15(a) 
of the Act and rule 18f-2 under the Act.

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SUMMARY OF APPLICATION: The order would permit applicants to enter into 
and materially amend investment subadvisory agreements without 
obtaining shareholder approval.

APPLICANTS: Principal Management Corporation (the ``Adviser''), 
Principal Variable Contracts Fund, Inc., Principal Balanced Fund, Inc., 
Principal Blue Chip Fund, Inc., Principal Capital Value Fund, Inc., 
Principal Midcap Fund, Inc., Principal Growth Fund, Inc., Principal 
Utilities Fund, Inc., Principal International Fund, Inc., Principal 
Bond Fund, Inc., Principal Government Securities Income Fund, Inc., 
Principal High Yield Fund, Inc., Principal Limited Term Bond Fund, 
Inc., Principal Tax-Exempt Bond Fund, Inc., Principal Cash Management 
Fund, Inc., Principal Tax-Exempt Cash Management Fund, Inc., Principal 
International Emerging Markets Fund, Inc., Principal International 
SmallCap Fund, Inc., Principal Real Estate Fund, Inc., Principal 
SmallCap Fund, Inc., and Principal Special Markets Fund, Inc. (each a 
``Fund'' and collectively, the ``Funds'').

FILING DATES: The application was filed on January 9, 1998. Applicants 
have agreed to file an amendment during the notice period, the 
substance of which is included in this notice.

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 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on January 15, 
1999, 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants, The Principal Financial Group, Des Moines, Iowa 
50392-0200.

FOR FURTHER INFORMATION CONTACT: J. Amanda Machen, Senior Counsel, at 
(202) 942-7120, or Christine Y. Greenlees, Branch Chief, at (202) 942-
0564 (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 for a fee at the 
SEC's Public Reference Branch, 450 Fifth Street, N.W., Washington, D.C. 
20549 (tel. 202-942-8090).

Applicants' Representations

    1. The Funds, each a Maryland corporation, are registered under the 
Act as open-end management investment companies. Shares of certain 
Funds are sold exclusively to Principal Life Insurance Company 
(``Principal Life''), its affiliated insurance companies and their 
separate accounts established in connection with variable insurance 
products. Currently, all but two of the Funds have one portfolio 
(``Portfolio''); the remaining two Funds, Principal Variable Contracts 
Fund, Inc. (``Principal Variable'') and Principal Special Markets Fund, 
Inc., are series funds, with nineteen and four Portfolios, 
respectively. On May 1, 1998, Principal Variable began offering shares 
of eight of its Portfolios (``New Portfolios'') to the public.\1\
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    \1\ The New Portfolios are the MicroCap Account, MidCap Growth 
Account, SmallCap Growth Account, SmallCap Value Account, 
International SmallCap Account, Real Estate Account, SmallCap 
Account, and Utilities Account. Applicants state that since the 
effective date of Principal Variable's post-effective amendment to 
its registration statement adding the New Portfolios, the New 
Portfolios have described in their prospectuses the substance and 
effect of the requested order.
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    2. The Adviser, registered under the Investment Advisers Act of 
1940 (``Advisers Act'') and an indirect wholly-owned subsidiary of 
Principal Life, serves as the investment adviser for each of the Funds. 
The Adviser provides investment advisory services and corporate and 
administrative services to the Funds under a management agreement with 
each Fund (collectively, the ``Management Agreements''). Under the 
Management Agreements, the Adviser recommends the hiring or firing of 
sub-advisers (``Managers'') to the respective Fund's board of directors 
(``Board''). In addition, the Adviser monitors the performance of each 
Manager and may reallocate a Portfolio's assets among Managers. Each 
Manager recommended by the Adviser is approved by the applicable Fund's 
Board, including a majority of the directors who are not ``interested 
persons,'' as defined in section 2(a)(19) of the Act, of the Fund 
(``Independent Directors''). Each Fund pays the Adviser a fee for its 
services based on the Fund's average daily net assets.
    3. The Adviser has entered into subadvisory agreements 
(``Subadvisory Agreements'') with six Managers, each of which is 
registered as an investment adviser under the Advisers Act. One of the 
Managers, Invista, is an affiliate of the Adviser. Currently, six Funds 
and four Portfolios of Principal Variable are advised by the Adviser 
and fourteen Funds and fifteen Portfolios of Principal Variable each 
are advised by one Manager. Subject to general supervision by the 
Adviser and the Board of each Fund, each Manager makes the investment 
decisions for the Portfolio it advises. The Managers are concerned only 
with selection of portfolio investments in accordance with the 
Portfolio's investment objectives and policies. The Managers have no 
broader supervisory, management, or administrative responsibilities 
with respect to the Portfolio. The Adviser pays the Mangers' fees out 
of the fees the Adviser receives from each Fund.
    4. Applicants request an order to permit the Adviser to enter into 
and materially amend Subadvisory Agreements without obtaining

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shareholder approval.\2\ The requested relief will not extend to a 
Subadvisory Agreement with a Manager that is an ``affiliated person'' 
(as defined in section 2(a)(3) of the Act) of either the Fund or the 
Adviser other than by reason of serving as a Manager to one or more of 
the Funds or Portfolios (``Affiliated Manager'').\3\
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    \2\ The term ``shareholder'' includes variable life and annuity 
contract owners having the voting interest in a separate account for 
which the portfolio serves as a funding medium.
    \3\ Applicants also request relief for (a) any series of the 
Funds organized in the future; and (b) all registered open-end 
management investment companies, including those that serve as 
funding vehicles for variable insurance products offered by 
Principal Life and its affiliates, that in the future are (i) 
advised by the Adviser or any entity controlling, controlled by, or 
under common control (as defined in section 2(a)(9) of the Act) with 
the Adviser, (ii) use the manager of managers' strategy as described 
in the application, and (iii) comply with the terms and conditions 
contained in the application (``Future Funds''). All existing 
investment companies that currently intend to rely on the order have 
been named as applicants.
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Applicants' Legal Analysis

    1. Section 15(a) of the Act makes it 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 majority of 
the investment company's outstanding voting securities. Rule 18f-2 
under the Act provides that each series or class of stock in a series 
company affected by a matter must approve the matter if the Act 
requires shareholder approval.
    2. Section 6(c) of the Act authorizes the SEC to exempt persons or 
transactions from the provisions of the Act to the extent that the 
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 request 
relief under section 6(c) from section 15(a) of the Act and rule 18f-2 
under the Act. For the reasons discussed below, applicants state that 
the requested relief meets the standard of section 6(c).
    3. Applicants assert that the Funds' investors rely on the Adviser 
to select and monitor Managers best suited to achieve a Portfolio's 
investment objective. Part of that investor's investment decision, 
applicants argue, is a decision to have the selection of Managers made 
by a professional management organization, such as the Adviser. 
Applicants submit that, from the perspective of the investor, the role 
of the Manager is comparable to that of the individual portfolio 
managers employed by other investment advisory firms. Applicants thus 
contend that, without the requested relief, each Fund may be precluded 
from promptly employing Managers best suited to the needs of the Funds. 
Applicants also note that the Management Agreements will remain fully 
subject to the requirements of section 15 of the Act and rule 18f-2 
under the Act, including the requirements for shareholder approval.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. The Adviser will not enter into a Subadvisory Agreement with any 
Affiliated Manager without that agreement, including the compensation 
to be paid under it, being approved by the shareholders of the 
applicable Portfolio or, in the case of the insurance-related Funds, by 
the contract owners with assets allocated to any registered separate 
account for which that Portfolio serves as a funding medium.
    2. At all times, a majority of the Board of each Fund will continue 
to be Independent Directors, and the nomination of new or additional 
Independent Directors will be at the discretion of the then-existing 
Independent Directors.
    3. When a Manager change is proposed for a Portfolio with an 
Affiliated Manager, the Fund's Board, including a majority of the 
Independent Directors, will make a separate finding, reflected in the 
Fund's Board minutes, that the change is in the best interests of the 
Portfolio and its shareholders or, in the case of an insurance-related 
Fund, by the contract owners with assets allocated to any registered 
separate account for which that Portfolio serves as a funding medium, 
and does not involve a conflict of interest from which the Adviser or 
the Affiliated Manager derives an inappropriate advantage.
    4. Before a Fund may rely on the requested order as to any 
Portfolio, the operation of that Portfolio in the manner described in 
the application will be approved by a majority of its outstanding 
voting securities, as defined in the Act (or, in the case of the 
insurance-related Funds, pursuant to voting instructions provided by 
contract owners with assets allocated to any registered separate 
account for which such Portfolio serves as a funding medium). Before a 
Future Fund that does not presently have an effective registration 
statement may rely on the order requested in the application, the 
operation of the Future Fund in the manner described in the application 
will be approved by its initial shareholder before shares of such 
Future Fund are made available to the public.
    5. The Adviser will provide general management services to the 
Funds and their Portfolios, including overall supervisory 
responsibility for the general management and investment of each 
Portfolio's securities portfolio and, subject to review and approval by 
the applicable Fund's Board, will (i) set the Portfolio's overall 
investment strategies; (ii) recommend and select Managers; (iii) when 
appropriate, allocate and reallocate the Portfolio's assets among 
multiple Managers; (iv) monitor and evaluate the performance of 
Managers; and (v) implement procedures reasonably designed to ensure 
that the Managers comply with the Portfolio's investment objectives, 
policies, and restrictions.
    6. Within 90 days of the hiring of any new Manager, shareholders 
will be furnished with all information about the new Manager that would 
be included in a proxy statement. The Adviser will meet this condition 
by providing to shareholders an information statement meeting the 
requirements of Regulation 14C, Schedule 14C, and Item 22 of Schedule 
14A under the Securities Exchange Act of 1934. The applicable Fund will 
ensure that the information statement is furnished to contract owners 
with assets allocated to any registered separate account for which the 
Fund serves as a funding medium.
    7. A Fund will disclose in its prospectus the existence, substance, 
and effect of any order granted pursuant to the application. In 
addition, the Fund will hold itself out to the public as employing the 
``Manager of Managers Strategy'' described in the application. The 
prospectus relating to the Fund will prominently disclose that the 
Adviser has ultimate responsibility for the investment performance of 
each Portfolio employing subadvisers due to the Adviser's 
responsibility to oversee the Managers and recommend their hiring, 
termination, and replacement.
    8. No director or officer of a Fund or director or officer of the 
Adviser will own directly or indirectly (other than through a pooled 
investment vehicle that is not controlled by that director or officer) 
any interest in a Manager except for (i) ownership of interests in the 
Adviser or any entity that controls, is controlled by, or is under 
common control with the Adviser; or (ii) 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 Manager or an entity that 
controls, is controlled by or

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is under common control with a Manager.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-34256 Filed 12-24-98; 8:45 am]
BILLING CODE 8010-01-M