[Federal Register Volume 64, Number 54 (Monday, March 22, 1999)]
[Notices]
[Pages 13834-13835]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-6918]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23739; 812-11298]


TCAW Galileo Funds, Inc., et al.; Notice of Application

March 16, 1999.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 12(d)(1)(J) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
section 12(d)(1)(G)(i)(II) of the Act.

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SUMMARY OF APPLICATION: Applicants request an order to permit a fund of 
funds relying on section 12(d)(1)(G) of the Act to invest directly in 
certain equity securities.

APPLICANTS: TCW Galileo Funds, Inc. (``Company''), on behalf of its 
series TCW Galileo International Equities Fund (``International 
Fund''), and TCW Funds Management, Inc. (``Adviser'').

FILING DATES: The application was filed on September 8, 1998 and 
amended on January 6, 1999 and March 12, 1999.

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 April 8, 1999 and should be accompanied by proof of service on 
the 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 the 
Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, N.W., Washington, D.C. 20549-0609. Applicant, c/o Phillip K. 
Holl, TCW Funds Management, Inc., 865 South Figueroa Street, Suite 
1800, Los Angeles, CA 90017.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Sr., Senior Counsel, 
at (202) 942-0714, or George J. Zornada,

[[Page 13835]]

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 from 
the Commission's Public Reference Branch, 450 Fifth Street, N.W., 
Washington, D.C. 20549-0102 (telephone (202) 942-8090).

Applicants' Representations

    1. The Company, a Maryland corporation, is registered under the Act 
as an open-end management investment company. The Company currently is 
comprised of twenty-one series, including the International Fund. The 
Adviser, a California corporation, is registered under the Investment 
Advisers Act of 1940 and is investment adviser to each series of the 
Company. The Adviser is a wholly-owned subsidiary of The TCW Group, 
Inc.
    2. The International Fund is a fund of funds relying on section 
12(d)(1)(G) of the Act. The International Fund's investment objective 
is long-term capital appreciation through the allocation of assets, 
within predetermined percentage ranges approved by the board of 
directors of the Company (``Board''), including a majority of the 
directors who are not interested persons, as defined in section 
2(a)(19) of the Act (``Independent Directors''), among the Company's 
other separate series (or any new series) which, except for a money 
market fund, invest in foreign securities (Underlying Funds''). 
Applicants request relief to permit the International Funds to invest 
directly in equity securities of companies located in Australia and New 
Zealand (``Australia and New Zealand Securities''). No Underlying Funds 
invest in Australia or New Zealand Securities and applicants state 
shareholders of the International Fund would be disadvantaged if the 
International Fund could not diversify and capture any performance 
benefit in these markets.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company may acquire securities of another investment company 
if such securities (i) represent more than 3% of the acquired company's 
outstanding voting stock; (ii) more than 5% of the acquiring company's 
total assets; or (iii) if such securities, together with the securities 
of other acquired 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 (i) cause the 
acquiring company to own more than 3% of the acquired company's voting 
stock, or (ii) cause more than 10% of the acquired company's voting 
stock to be owned by investment companies.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (a) the acquiring company and the acquired 
company are part of the same group of investment companies; (b) 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; (c) 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) of the Act or 
section 22(c) of the Act by a securities association registered under 
section 15A of the Securities Exchange Act of 1934 or the Commission; 
and (d) 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). Applicants believe that the proposed arrangement would comply with 
the provisions of section 12(d)(1)(G), except for the fact that the 
International Fund would like the flexibility to invest a portion of 
its assets directly in Australia and New Zealand Securities.
    3. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt, conditionally or unconditionally, persons or transactions from 
the provisions of section 12(d)(1) if, and to the extent that, the 
exemption is consistent with the public interest and the protection of 
investors. Applicants believe that permitting the International Fund to 
invest in Australia and New Zealand Securities as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1)(G) were designed to address.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions.
    1. Before approving any advisory contract under section 15 of the 
Act, the Board, on behalf of the International Fund, including a 
majority of the Independent Directors, will find that the advisory 
fees, if any, charged under such contract are based on services 
provided that are in addition to, rather than duplicative of, services 
that are provided under any Underlying Fund's advisory contract. The 
finding, and the basis upon which the finding was made, will be 
recorded fully in the minute books of the International Fund.
    2. Applicants will comply with all of the provisions of section 
12(d)(1)(G) of the Act, except for section 12(d)(1)(G)(i)(II) to the 
extent that it restricts the International Fund from investing in 
securities as described in the application.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-6918 Filed 3-19-99; 8:45 am]
BILLING CODE 8010-01-M