[Federal Register Volume 65, Number 98 (Friday, May 19, 2000)]
[Notices]
[Pages 31948-31949]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-12600]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 24453; 812-11980]


Lifetime Achievement Fund, Inc., et al.; Notice of Application

May 12, 2000.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 12(d)(1)(J) 
of the Investment Company Act of 1940 (the ``Act'') for an exemption 
from section 12(d)(1)(F)(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)(F) of the Act to charge a sales load 
in excess of 1\1/2\ percent.

Applicants: Lifetime Achievement Fund, Inc. (the ``Fund''), Manarin 
Investment Counsel, Ltd. (the ``Adviser'') and Manarin Securities 
Corporation (the ``Distributor'').

Filing Dates: The application was filed on February 17, 2000. 
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 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 June 6, 2000, 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 
who wish to be notified of a hearing may request notification by 
writing to the Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549-0609; Applicants, c/o Charles H. Richter, Lifetime 
Achievement Fund, Inc., 11605 West Dodge Road, Omaha, NE 68154.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at 
(202) 942-0574 or George J. Zornada, 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

[[Page 31949]]

may be obtained for a fee at the Commission's Public Reference Branch, 
450 Fifth Street, N.W., Washington, D.C. 20549-0102 (telephone (202) 
942-8090).

Applicants' Representations

    1. The Fund is a Maryland corporation and is registered under the 
Act as an open-end management investment company. The Fund intends to 
invest all or substantially all of its assets in the shares of various 
other registered investment companies (``Underlying Funds'') in 
reliance on section 12(d)(1)(F) of the Act. The Adviser is registered 
under the Investment Advisers Act of 1940 and acts as investment 
adviser to the Fund. The Distributor is the principal underwriter to 
the Fund. Applicants request relief to permit the Fund to charge a 
sales load in excess of the limit in section 12(d)(1)(F)(ii) of the 
Act.

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 represent more than 3% of the acquiring company's 
outstanding voting stock, more than 5% of the acquiring company's total 
assets, or if such securities, together with the securities of any 
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 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)(F) of the Act provides that Section 12(d)(1) 
shall not apply to securities purchased by an acquiring company if the 
company and its affiliates own no more than 3% of an acquired company's 
securities, provided that the acquiring company does not impose a sales 
load of more than 1.5% on its shares. In addition, section 12(d)(1)(F) 
provides that no acquired company is obligated to honor any acquiring 
company redemption request in excess of 1% of the acquired company's 
securities during any period of less than 30 days, and the acquiring 
company must vote its acquired company shares either in accordance with 
instructions from its shareholders or in the same proportion as all 
other shareholders of the acquired company.
    3. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt persons or transactions from any provision of section 12(d)(1) 
if and to the extent such exemption is consistent with the public 
interest and the protection of investors.
    4. Applicants request an order under section 12(d)(1)(J) exempting 
them from the sales load limitation in section 12(d)(1)(F)(ii). 
Applicants agree, as a condition to the requested order that any sales 
charges, distribution related fees, and service fees relating to the 
shares of the Fund, when aggregated with any sales charges, 
distribution related fees and service fees paid by the Fund relating to 
its acquisition, holding or disposition of shares of the Underlying 
Funds will not exceed the limits set forth in rule 2830 of the National 
Association of Securities Dealers Inc. (``NASD'') Conduct Rules.

Applicants' Conditions

    1. The Fund will comply with section 12(d)(1)(F) of the Act in all 
respects except for the sales load limitation of section 
12(d)(1)(F)(ii).
    2. Any sales charges, distribution related fees, and service fees 
relating to the shares of the Fund, when aggregated with any sales 
charges, distribution related fees and service fees paid by the Fund 
relating to its acquisition, holding or disposition of shares of the 
Underlying Funds will not exceed the limits set forth in rule 2830 of 
the NASD Conduct Rules.
    3. No 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 except to the extent that such Underlying Fund 
(a) receives securities of another investment company as a dividend or 
as a result of a plan of reorganization of a company (other than a plan 
devised for the purpose of evading section 12(d)(1) of the Act); or (b) 
acquires (or is deemed to have acquired) securities of another 
investment company pursuant to exemptive relief from the Commission 
permitting such Underlying Fund to (i) acquire securities of one or 
more affiliated investment companies for short-term cash management 
purposes; or (ii) engage in interfund borrowing and lending 
transactions.
    4. Before approving any advisory contract under section 15 of the 
Act, the Board of the Fund, including a majority of the Board who are 
not ``interested persons'' (as defined in section 2(a)(19) of the Act), 
will find that the advisory fees charged under the contract are based 
on services provided that are in addition to, rather than duplicative 
of, services provided under any Underlying Fund advisory contract. This 
finding, and the basis upon which the finding was made, will be 
recorded fully in the minute books of the Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-12600 Filed 5-18-00; 8:45 am]
BILLING CODE 8010-01-M