[Federal Register Volume 64, Number 79 (Monday, April 26, 1999)]
[Notices]
[Pages 20341-20345]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-10309]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-23791; 812-11028]


American AAdvantage Funds, et al.; Notice of Application

April 19, 1999.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application under section 12(b)(1)(J) of the 
Investment Company Act of 1940 (``Act'') exempting applicants from 
section 12(d)(1) of the Act, sections 6(c) and 17(b) of the Act 
exempting applicants from section 17(a) of the Act, and section 17(d) 
of the Act and rule 17d-1 under the Act permitting certain joint 
transactions.

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

    Summary of Application: The order would permit certain registered 
open-end investment companies to use their cash reserves (``Uninvested 
Cash'') to purchase shares of affiliated money market funds and to use 
cash collateral from securities lending transactions (``Cash 
Collateral'') to purchase shares of affiliated money market funds or 
affiliated private investment funds. The order also would permit 
certain registered investment companies to pay fees based on a share of 
the revenue generated from securities lending transactions to an 
affiliated lending agent. The order would supersede a prior order 
(``Prior Order'').\1\
---------------------------------------------------------------------------

    \1\ American AAdvantage Funds, Investment Company Act Release 
Nos. 22336 (Nov. 15, 1996) (notice) and 22390 (Dec. 11, 1996) 
(order).
---------------------------------------------------------------------------

    Applicants: American AAdvantage Funds (the ``AAdvantage Trust''), 
American AAdvantage Mileage Funds (the ``Mileage Trust'' and, together 
with the AAdvantage Trust, the ``American Trusts''), AMR Investment 
Service Trust (the ``AMR Trust'' and, together with the American 
Trusts, the ``Trusts''), AMR Investments Strategic Cash Business Trust 
(the ``Strategic Cash Trust''), AMR Investments Enhanced Yield Business 
Trust (the ``Enhanced Yield Trust'' and, together with Strategic Cash 
Trust, the ``Private Funds''), and AMR Investment Services, Inc. (the 
``Adviser'').
    Filing Dates: The application was filed on February 25, 1998. 
Applicants have agreed to file an amendment during the notice period, 
the substance of which is reflected 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 May 13, 
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.


[[Page 20342]]


ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549-0609. Applicants, 4333 Amon Carter Boulevard, MD 5645, Fort 
Worth, Texas 76155.

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. 
20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. The AAdvantage Trust and the Mileage Trust are Massachusetts 
business trusts registered under the Act as open-end management 
investment companies. The AAdvantage Trust and the Mileage Trust each 
have nine series (each series, individually, a ``Fund'' and, 
collectively, ``Funds''). Under a master-feeder operating structure, 
each Fund, with one exception, invests its investable assets in a 
corresponding series (``Portfolio'') of the AMR Trust, a New York 
common law trust registered under the Act as an open-end management 
investment company.\2\ The AMR Trust currently consists of eight 
Portfolios. The AMR Trust sells its shares to the AAdvantage Trust, the 
Mileage Trust, and other institutions pursuant to section 4(2) of the 
Securities Act of 1993. State Street Bank and Trust Company (``State 
Street'') serves as custodian (``Custodian'') for the assets for each 
Trust, and each Trust has the same board of trustees (``Board'').
---------------------------------------------------------------------------

    \2\ The American AAdvantage S&P Index Fund invests all of its 
investable assets in the Equity 500 Index Portfolio, a registered 
open-end investment company advised by Bankers Trust Company.
---------------------------------------------------------------------------

    2. The Private Funds, both organized as Massachusetts business 
trusts, are private investment companies relying on section 3(c)(1) of 
the Act. The Private Funds offer daily redemption of their shares. The 
Strategic Cash Trust values its portfolio using the amortized cost 
method and complies with the requirements of rule 2a-7 under the Act. 
The Enhanced Yield Trust seeks to achieve its objective by investing in 
high quality money market instruments and variable rate obligations and 
maintains a maximum average maturity of its portfolio of not more than 
one year.
    3. The adviser, a wholly-owned subsidiary of AMR Corporation, the 
parent corporation of American Airlines, Inc., is registered as an 
investment adviser under the Investment Advisers Act of 1940. The 
Adviser serves as investment adviser and provides administrative 
services to the AMR Trust, and provide administrative services to the 
American Trusts.\3\ The Adviser also serves as sole trustee to the 
Private Funds.
---------------------------------------------------------------------------

    \3\ Applicants request relief for the Trusts, and all 
subsequently registered open-end investment companies that are 
advised by the Adviser or any entity controlling, controlled by, or 
under common control (within the meaning of section 2(a)(9) of the 
Act) with the Adviser. All existing investment companies that 
currently intend to rely on the order have been named as applicants. 
Any entities that rely on the requested order in the future will do 
so in accordance with the terms and conditions in the application.
---------------------------------------------------------------------------

    4. Each of the Portfolios has, or may be expected to have, 
Uninvested Cash held by its Custodian. Uninvested Cash may result from 
a variety of sources, including dividends or interest received on 
portfolio securities, unsettled securities transactions, reserves held 
for investment strategy purposes, scheduled maturity of investments, 
liquidation of investment securities to meet anticipated redemptions, 
dividend payments, or new monies received from investors.
    5. Applicants propose that the Portfolios use Uninvested Cash to 
purchase shares of one or more existing or future money market series 
of AMR Trust, or any other money market fund advised by the Adviser 
(``Money Market Portfolios'') (each Portfolio, including a Money Market 
Portfolio, that purchases shares of the Money Market Portfolios, an 
``Investing Portfolio''). An Investing Portfolio's aggregate investment 
of Uninvested Cash in Money Market Portfolios will not exceed 25% of 
the Investing Portfolio's total assets and will be in accordance with 
the Investing Portfolio's investment restrictions and policies 
described in its prospectus and statement of additional information.
    6. Each Fund, through its corresponding Portfolio, has the ability 
to increase its income by lending portfolio securities to registered 
broker-dealers or other institutional investors deemed by the Adviser 
to be of good standing (``Borrowers''). Under the Prior Order, the 
Trusts may invest Cash Collateral received from Borrowers in Private 
Funds. Applicants now seek an order that would supersede the Prior 
Order and permit the Investing Portfolios to invest Cash Collateral in 
shares of the Money Market Portfolios or the Private Funds or any 
future private fund advised by the Adviser (together, the ``Underlying 
Funds''). No Money Market Portfolio that is an Investing Portfolio will 
be an Underlying Fund.
    7. Pursuant to a securities lending agreement (``Securities Lending 
Agreement''), State Street, which currently is not affiliated with the 
Adviser or any affiliate of the Adviser, acts as the securities lending 
agent for each Portfolio (``Securities Lending Program''). A majority 
of the Board of each Trust (including a majority of the trustees who 
are not ``interested persons'' within the meaning of the Act) 
(``Independent Trustees'') approved the participation of the Portfolios 
in the Securities Lending Program and will review the program annually.
    8. As collateral for the securities loaned, State Street is 
authorized to accept cash and, upon consent of the Portfolio, may 
accept other types of instruments such as U.S. Government securities or 
irrevocable letters of credit. Under the Securities Lending Agreement, 
Cash Collateral may be invested in shares of registered or unregistered 
investment companies that are approved by the Board and are consistent 
with the investment restrictions and guidelines of the participating 
Portfolios (except as the investment may be limited by section 12(d)(1) 
of the Act).
    9. The Adviser provides certain services in connection with the 
Securities Lending Program and ensures compliance with applicable 
regulatory and investment guidelines. The Adviser determines which 
securities are available for loan and has the discretion and power to 
prevent any loan from being made or to terminate any loan. The Adviser 
also monitors State Street to ensure that securities loans are effected 
in accordance with its instructions and within the procedures adopted 
by the Board of the AMR Trust.
    10. Each Portfolio earns interest and dividend income from the 
investment of Cash Collateral (``Cash Collateral Income''), from which 
it pays the Borrower an agreed-upon fee. The Portfolio then splits the 
remaining Cash Collateral Income with State Street and the Adviser.\4\ 
When the collateral is not cash, the Borrower pays the Portfolio a loan 
fee equal to a percentage of the market value of the loaned securities 
and State Street receives a portion of the loan fee as compensation for 
its services in connection with the Securities Lending Program.
---------------------------------------------------------------------------

    \4\ Applicants state that this compensation to the Adviser is 
for services provided in connection with the Securities Lending 
Program pursuant to a supplement to the investment advisory 
agreement for each Trust approved in accordance with section 15 of 
the Act.

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

[[Page 20343]]

    11. State Street also acts as securities lending agent for other 
institutions that loan their portfolio securities. State Street may 
purchase shares of the Underlying Funds on behalf of, and with Cash 
Collateral from, these institutions. As a result, State Street may hold 
directly or through a nominee more than 5% of the outstanding shares of 
an Underlying Fund and thus could be an affiliated person (or an 
affiliated person to an affiliated person) of the Portfolios. 
Accordingly, applicants request relief to permit the Portfolios to pay 
fees based on a share of the revenue generated from securities lending 
transactions to State Street when it becomes an affiliated person 
solely by holding more than 55 of the shares of an Underlying Fund.

Applicant's Legal Analysis

A. Investment of Uninvested Cash and Cash Collateral in Money Market 
Portfolios and Private Funds

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company may acquire securities of another investment company 
representing more than 3% of the acquired company's outstanding voting 
stock, more than 5% of the acquiring company's total assets, or, 
together with the securities of other investment companies, more than 
10% of the acquiring company's total assets. Section 12(d)(1)(B) 
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 if the sale will cause more than 10% of the acquired 
company's voting stock to be owned by investment companies.
    2. Section 12(d)(1)(J) of the Act provides that the SEC many exempt 
any person or transaction from any provision of section 12(d)(1) if and 
to the extent that the exemption is consistent with the public interest 
and the protection of investors.
    3. Applicants request an exemption under section 12(d)(1)(J) to 
permit each Investing Portfolio to use Uninvested Cash and Cash 
Collateral to acquire shares of a Money Market Portfolio in excess of 
the limits imposed by section 12(d)(1)(A) of the Act, so long as the 
Investing Portfolio's aggregate investment of Uninvested Cash in shares 
of Money Market Portfolios does not exceed 25% of the Investing 
Portfolio's total assets at any time. Applicants' proposal also would 
permit the Money Market Portfolios to sell their securities to an 
Investing Portfolio in excess of the percentage limitations in section 
12(d)(1)(B). Applicants represent that no Money Market Portfolio which 
is an Underlying Fund will acquire securities of any other investment 
company in excess of the limits contained in section 12(d)(1)(A) of the 
Act.
    4. Applicants state that none of the abuses meant to be addressed 
by section 12(d)(1) of the Act is created by the proposed investment of 
Uninvested Cash and Cash Collateral in Money Market Portfolios. 
Applicants further state that access to the Money Market Portfolios and 
Private funds will enhance each Investing Portfolio's ability to manage 
and invest Uninvested Cash and Cash Collateral. Applicants represent 
that the proposed arrangement will not result in an inappropriate 
layering of fees because the Money Market Portfolios and Private Funds 
will not charge a sales load, redemption fee, distribution fee adopted 
in accordance with rule 12b-1 under the Act, or service fee (as defined 
in rule 2830(b)(9) of the National Association of Securities Dealers, 
Inc. (``NASD'') conduct Rules). In addition, in connection with 
approving any advisory contract, the Investing Portfolio's Board, 
including a majority of the Independent Trustees, will consider to what 
extent, if any, the advisory fees charged to the Investing Portfolio by 
the Adviser should be reduced to account for reduced services provided 
when Uninvested Cash is invested in Money Market Portfolios.
    5. Sections 17(a)(1) and 17(a)(2) of the Act prohibit an affiliated 
person of a registered investment company, or any affiliated person of 
the affiliated person (''Second Tier Affiliate''), acting as principal, 
from selling any security to, or purchasing any security from the 
registered investment company. Section 2(a)(3) of the Act defines an 
``affiliated person'' of another person to include: any person directly 
or indirectly owning, controlling, or holding with power to vote 5% or 
more of the outstanding voting securities of the other person; any 
person directly or indirectly controlling, controlled by, or under 
common control with, the other person; and, in the case of an 
investment company, its investment adviser.
    6. Applicants state that the Adviser, by serving as investment 
adviser to the Funds, Portfolios, and Private Funds, is an affiliated 
person of each of these entities and that, by virtue of having the same 
Adviser, the Funds, Portfolios, and Private Funds may be considered 
affiliated persons of each other under section 2(a)(3) of the Act. As a 
result, the sale of shares of Money Market Portfolios and Private Funds 
to the Investing Portfolios and the redemption of the shares would be 
prohibited under section 17(a) of the Act.
    7. Section 17(b) of the Act authorizes the SEC to exempt a 
transaction from section 17(a) of the Act if the terms of the proposed 
transaction, including the consideration to be paid or received, are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned, and the proposed transaction is consistent with the 
policy of each registered investment company concerned and with the 
general purposes of the Act.
    8. Section 6(c) of the Act authorizes the SEC to exempt any person 
or transaction from any provision of the Act if 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.
    9. Applicants request an order under sections 6(c) and 17(b) of the 
Act to permit the Investing Portfolios to use their Invested Cash to 
purchase shares of the Money Market Portfolios and to use their Cash 
Collateral to purchase shares of the Underlying Funds and to permit the 
redemption of the shares. Applicants maintain that the terms of the 
proposed transactions are reasonable and fair because the Investing 
Portfolios will be treated like any other investors in the Money Market 
Portfolios and Private Funds, and will purchase and sell shares on the 
same terms and on the same basis as shares are purchased and sold by 
all other shareholders of the Money Market Portfolios and Private 
Funds. Applicants assert that the proposed transactions comply with 
each Portfolio's investment restrictions and policies. Applicants state 
that Cash Collateral of an Investing Portfolio that is a Money Market 
Portfolio will not be used to acquire shares of any Private Fund that 
does not comply with rule 2a-7 under the Act. Applicants further state 
that the investment of Cash Collateral will comply with all present and 
future SEC and staff positions concerning securities lending. 
Applicants also state that the Private Funds will comply with the major 
substantive provisions of the Act, including the prohibitions against 
affiliated transactions, leveraging and issuing senior securities, and 
rights of redemption.
    10. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
any affiliated person or principal underwriter for a registered 
investment company, or a Second Tier Affiliate,

[[Page 20344]]

acting as principal, from effecting any transaction in connection with 
any joint enterprise or other joint arrangement or profit sharing plan 
in which the investment company participates, without an order of the 
SEC.
    11. Applicants state that, upon acquiring 5% or more of an 
Underlying Fund, State Street could become an affiliated person or a 
Second Tier Affiliate of the Portfolio. Applicants also state that the 
Investing Portfolios (by purchasing shares of the Money Market 
Portfolios and Private Funds), the Adviser (by managing the assets of 
the Investing Portfolios invested in the Money Market Portfolios and 
Private Funds), and the Money Market Portfolios and Private Funds (by 
selling shares to and redeeming them from the Investing Portfolios) 
could be deemed to be participants in a joint enterprise or other joint 
arrangement within the meaning of section 17(d) of the Act and rule 
17d-1 under the Act. Applicants request an order in accordance with 
section 17(d) and rule 17d-1 to permit certain transactions incident to 
investment in the Money Market Portfolios and the Private Funds.
    12. Under rule 17d-1, in passing on applications for orders under 
section 17(d), the SEC considers whether the company's participation in 
the joint enterprise is consistent with the provisions, policies, and 
purposes of the Act, and the extent to which the participation is on a 
basis different from or less advantageous than that of other 
participants. Applicants submit that the proposed transactions meet 
these standards.
    13. Applicants state the investment by the Investing Portfolios in 
shares of Money Market Portfolios and Private Funds will be on the same 
basis and will be indistinguishable from any other shareholder account 
maintained by the Money Market Portfolios and Private Funds. Applicants 
also maintain that, to the extent any of the Investing Portfolios 
invests in the Money Market Portfolios and Private Funds as proposed, 
each Investing Portfolio will participate on a fair and reasonable 
basis in the returns and expenses of the Money Market Portfolios and 
Private Funds.

B. Payment of Lending Agent Fees to State Street

    1. As noted above, section 17(d) and rule 17d-1 generally prohibit 
joint transactions involving registered investment companies and 
certain of their affiliates unless the SEC has approved the 
transaction. Applicants state that State Street may hold with power to 
vote 5% or more of an Underlying Fund's shares and, thus, may be an 
affiliated person or a Second Tier Affiliate of the Portfolios. 
Applicants further state that a lending agent agreement between the 
Portfolios and State Street, under which compensation is based on a 
share of the revenue generated by State Street's lending agent 
activities, may be a joint enterprise or other joint arrangement or 
profit sharing plan within the meaning of section 17(d) and rule 17d-1. 
Consequently, applicants request an order to permit State Street, if it 
becomes an affiliated person of the Portfolios solely by holding over 
5% of the shares of an Underlying Fund, to receive a portion of the 
revenue generated by the Investing Portfolios' securities lending 
activities.
    2. Applicants represent that in no event will the Investing 
Portfolios' lending fee arrangement with State Street be influenced by 
State Street's investment of its client's Cash Collateral in the 
Underlying Funds. Each Portfolio that has entered into the Securities 
Lending Program (``Lending Portfolio'') also has adopted the following 
procedures to ensure that the proposed fee arrangement and other terms 
governing the relationship with State Street, as lending agent, met the 
standards of rule 17d-1:
    (a) In connection with the approval of State Street as lending 
agent for a Lending Portfolio and implementation of the arrangement 
whereby State Street would be compensated as lending agent based on a 
percentage of the revenue generated by a Lending Portfolio's 
participation in the Securities Lending Program, a majority of the 
Board (including a majority of the Independent Trustees) determined 
that (i) the contract with State Street was in the best interests of 
the Lending Portfolio and its shareholders; (ii) the services to be 
performed by State Street were appropriate for the Lending Portfolio; 
(iii) the nature and quality of the services provided by State Street 
were at least equal to those provided by others offering the same or 
similar services for similar compensation; and (iv) the fees for State 
Street's services were fair and reasonable in light of the usual and 
customary charges imposed by others for services of the same nature and 
quality.
    (b) Each Lending Portfolio's contract with State Street for lending 
agent services will be reviewed annually by the Board and will be 
approved for continuation only if a majority of the Board (including a 
majority of the Independent Trustees) makes the findings referred to in 
paragraph (a) above.
    (c) In connection with the initial implementation of the agreement 
whereby State Street would be compensated as lending agent based on a 
percentage of the revenue generated by a Lending Portfolio's 
participation in the Securities Lending Program, the Adviser obtained 
price quotes from at least three independent lending agents and 
presented the Board with summary information regarding the proposed 
securities lending arrangements and related price quotes to assist the 
Board in making the findings referred to in paragraph (a) above. All of 
the information provided to the Adviser, including each price quote, 
was available to the Board. The findings and the basis upon which the 
findings were made are set forth in the amended minutes of the meeting 
held to consider the arrangement with State Street and will be 
maintained as part of the books and records described in paragraph (e) 
below.
    (d) The Board, including a majority of the Independent Trustees, 
will: (i) at each regular quarterly meeting determine that the loan 
transactions during the prior quarter were conducted in compliance with 
the conditions and procedures set forth in the application, and (ii) 
review no less frequently than annually the conditions and procedures 
set forth in the application for continuing appropriateness.
    (e) Each Lending Portfolio will: (i) Maintain and preserve 
permanently in an easily accessible place a written copy of the 
procedures and conditions (and modifications thereto) described in the 
application or otherwise followed in connection with lending securities 
under the Securities Lending Program, and (ii) maintain and preserve 
for a period of not less than six years from the end of the fiscal year 
in which any loan transaction under the Securities Lending Program 
occurred, the first two years in an easily accessible place, a written 
record of each loan transaction setting forth a description of the 
security loaned, the identity of the person on the other side of the 
loan transaction, and the terms of the loan transaction. In addition, 
each Lending Portfolio will maintain all information or materials upon 
which a determination was made that each loan was made in accordance 
with the procedures set forth above and the conditions to the 
application.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions.

[[Page 20345]]

Securities Lending Program

    1. Before a Portfolio may participate in the Securities Lending 
Program, a majority of the Board, including a majority of the 
Independent Trustees, will approve of the Portfolio's participation in 
the Securities Lending Program. Such trustees also will evaluate the 
securities lending arrangement and its results no less frequently than 
annually and determine that any investment of Cash Collateral in the 
Underlying Funds is in the best interest of the shareholders of the 
Funds and their corresponding Portfolios.
    2. Cash Collateral of the Money Market Portfolios will not be used 
to acquire shares of any Private Fund that does not comply with the 
requirements of rule 2a-7 under the Act.
    3. The approval of an Investing Portfolio's Board, including a 
majority of the Independent Trustees, will be required for the initial 
and subsequent approvals of State Street's service as lending agent for 
the Investing Portfolios under the Securities Lending Program, for the 
institution of all procedures relating to the Securities Lending 
Program as it relates to the Investing Portfolios, and for any period 
review of loan transactions for which State Street acts as lending 
agent under the Securities Lending Program.
    4. The Securities Lending Program of each Portfolio will comply 
with all present and future applicable SEC and staff positions 
regarding securities lending arrangements.

Private Funds

    5. The Private Funds will comply with the requirements of sections 
17(a), (d), (e), and 18 of the Act as if the Private Funds were 
registered open-end investment companies. With respect to all 
redemption requests made by a Lending Portfolio, the Private Funds will 
comply with section 22(e) of the Act. The Adviser, as sole trustee of 
the Private Funds, will adopt procedures designed to ensure that the 
Private Funds comply with sections 17(a), (d), (e), 18 and 22(e) of the 
Act. The Adviser will periodically review and periodically update as 
appropriate such procedures and will maintain books and records 
describing such procedures, and maintain the records required by rules 
31a-1(b)(1), 31a-1(b)(2)(ii) and 31a-1(b)(9) under the Act. All books 
and records required to be made pursuant to this condition will be 
maintained and preserved for a period of not less than six years from 
the end of the fiscal year in which any transaction occurred, the first 
two years in an easily accessible place, and will be subject to 
examination by the SEC and its staff.
    6. The Strategic Cash Trust, which will use the ``amortized cost 
method'' of valuation as defined in rule 2a-7 under the Act, will 
comply with rule 2a-7. With respect to the Strategic Cash Trust, the 
Adviser will adopt and monitor the procedures described in rule 2a-
7(c)(7) under the Act and will take such other actions as are required 
to be taken under those procedures. The Investing Portfolios may only 
purchase shares of the Strategic Cash Trust using the amortized cost 
method of valuation if the Adviser determines on an ongoing basis that 
the Strategic Cash Trust is in compliance with rule 2a-7. The Adviser 
will preserve for a period of not less than six years from the date of 
determination, the first two years in an easily accessible place, a 
record of the determination and the basis upon which the determination 
was made. This record will be subject to examination by the SEC and its 
staff.
    7. Each Lending Portfolio will purchase and redeem shares of the 
Private Funds as of the same time and at the same price, and will 
receive dividends and bear its proportionate share of expenses on the 
same basis, as other shareholders of the Private Funds. A separate 
account will be established in the shareholder records of each Private 
Fund for the account of each Lending Portfolio.
    8. The net asset value per share with respect to shares of the 
Private Funds will be determined separately for each Private Fund by 
dividing the value of the assets belonging to that Private Fund, less 
the liabilities of that Private Fund, by the number of shares 
outstanding with respect to that Private Fund.

Other Conditions

    9. Investment of Uninvested Cash in the Money Market Portfolios and 
Cash Collateral in the Underlying Funds will be in accordance with each 
Portfolio's respective investment restriction, if any, and will be 
consistent with its corresponding Fund's policies as recited in such 
Fund's prospectuses and statements of additional information.
    10. Shares of the Money Market Portfolios and Private Funds will 
not be subject to a sales load, redemption fee, distribution fee 
adopted in accordance with rule 12b-1 under the Act, or service fee (as 
defined in rule 2830(b)(9) of the NASD Conduct Rules).
    11. Before the next meeting of the Board of an Investing Portfolio 
is held for the purpose of voting on an advisory contract under section 
15 of the Act, the Adviser will provide the Board with specific 
information regarding the approximate cost to the Adviser of, or 
portion of the advisory fee under the existing advisory fee 
attributable to, managing the Uninvested Cash of the Investing 
Portfolio that can be expected to be invested in the Money Market 
Portfolio. In connection with approving any advisory contract for an 
Investing Portfolio, the Board of the Investing Portfolio, including a 
majority of the Independent Trustees, will consider to what extent, if 
any, the advisory fees charged to the Investing Portfolio by the 
Adviser should be reduced to account for reduced services provided to 
the Investing Portfolio by the Adviser as a result of Uninvested Cash 
being invested in the Money Market Portfolio. The minute books of the 
Investing Portfolio will record fully the Board's consideration in 
approving the advisory contract, including the considerations referred 
to above.
    12. Each Investing Portfolio will invest Uninvested Cash in, and 
hold shares of, the Money Market Portfolios only to the extent that the 
Investing Portfolio's aggregate investment in the Money Market 
Portfolios does not exceed 25% of the Investing Portfolio's total 
assets.
    13. Each Investing Portfolio, each Money Market Portfolio, and any 
future Portfolio that may rely on the order will be advised by the 
Adviser, or a person controlling, controlled by, or under common 
control with the Adviser.
    14. No Money Market Portfolio or Private Fund that is an Underlying 
Fund will acquire securities of any other investment company in excess 
of the limits contained in section 12(d)(1)A) of the Act.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-10309 Filed 4-23-99; 8:45 am]
BILLING CODE 8010-01-M