[Federal Register Volume 65, Number 152 (Monday, August 7, 2000)]
[Notices]
[Pages 48259-48260]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-19907]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 24589; 812-12144]


Goldman Sachs Trust et al., Notice of Application

August 1, 2000.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of an application for an order under section 10(e)(3) of 
the Investment Company Act of 1940 (``Act'') suspending the operation 
of section 10(b) of the Act.

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    Summary of Application: Applicants request an order extending, 
until August 31, 2000, the thirty-day period provided for by section 
10(e)(1) of the Act during which a vacancy on the boards of trustees 
(``Boards'') of Goldman Sachs Trust (``GST'') and Goldman Sachs 
Variable Insurance Trust (``GSVIT'') may be filed by action of the 
Boards in order to bring the composition of the Boards into compliance 
with section 10(b) of the Act. Applicants further request that the 
order grant retroactive relief for the period from July 2, 2000, the 
expiration date of the statutory thirty-day period, to the date on 
which the order is issued.
    Applicants: GST and GSVIT.
    Filing Dates: The application was filed on June 30, 2000, and 
amended on July 28, 2000.
    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 August 
24, 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 
SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549-0609. Applicants, 4900 Sears Tower, Chicago, IL 60606-6303.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Staff Attorney, at 
(202) 942-0634, or Nadya B. Roytblat, Assistant Director, at (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, 450 Fifth Street, N.W., Washington, D.C. 
20549-0102 (telephone (202) 942-8090).

Applicants' Representations

    1. GST and GSVIT (collectively, the ``Trusts''), each a Delaware 
business trust, are open-end management investment companies comprised 
of multiple series and registered under the Act. GSVIT serves as an 
investment vehicle for separate accounts of participating insurance 
companies for the purpose of funding variable annuity contracts and 
variable life insurance policies (``Contracts''). Goldman Sach & Co. 
(``GSC'') serves as principal

[[Page 48260]]

underwriter to the Trusts and is employed by the Trusts as a regular 
broker.
    2. The Boards are identically organized with respect to the 
individual trustees. Prior to June 3, 2000, each Board was comprised of 
nine members, five of whom were not ``interested persons,'' as defined 
in section 2(a)(19) of the Act, of GSC (``Disinterested Trustees''). 
Mr. Jackson Smart, a Disinterested Trustee, died on June 3, 2000, 
reducing each Board to eight members, four of whom are Disinterested 
Trustees. The Boards are seeking to identify a replacement 
Disinterested Trustee.

Applicants' Legal Analysis

    1. Section 10(b) of the Act provides, in relevant part, that no 
registered investment company shall (1) employ as its regular broker 
any director, officer, or employee of such registered investment 
company, or any affiliated person of such director, officer or employee 
unless a majority of the board of directors of such registered 
investment company are not such brokers or affiliated persons of such 
brokers, (2) use as its principal underwriter any director, officer, or 
employee of such registered investment company or any person of which 
such director, officer or employee is an interested person unless a 
majority of the board of directors of such registered investment 
company are not such principal underwriters or interested persons of 
such principal underwriters, or (3) have as director, officer or 
employee any investment banker, or any affiliated person of any 
investment banker, unless a majority of the board of directors of such 
registered persons are persons who are not investment bankers or 
affiliated persons of any investment banker.
    2. Section 10(e)(1) of the Act suspends the operation of Section 
10(b) for a period of thirty days if action by the board of directors 
is required to fill a vacancy caused by the death, disqualification, or 
bona fide resignation of a director. Section 10(e)(3) authorizes the 
SEC, by order upon application, to prescribe a longer period as is not 
inconsistent with the protection of investors. Applicants request an 
order pursuant to section 10(e)(3) of the Act extending the thirty-day 
period provided for by section 10(e)(1) of the Act to August 31, 2000. 
Applicants further request that the order grant retroactive relief for 
the period from July 2, 2000, the expiration date of the statutory 
thirty-day period, to the date on which the order is issued. Applicants 
state that the requested relief meets the standard in section 10(e)(3) 
for the reasons discussed below.
    3. Applicants state that under section 10(b), in order for GSC to 
continue to serve as principal underwriter and regular broker for the 
Trusts, each Board's vacancy must be filled by a Disinterested Trustee. 
Applicants state further that the remaining Board members have 
determined that it was the prudent course to retain GSC as the 
principal underwriter and a regular broker and retain each of the other 
Board members past July 2, 2000, the date upon which the thirty-day 
period provided by section 10(b)(1) would expire.
    4. Applicants state that it is in the best interests of the Trusts' 
shareholders and the Contracts' owners for the Board to take the 
necessary time to identify a qualified and competent Disinterested 
Trustee.
    5. Applicants state that retroactive relief is necessary because 
Mr. Smart's death was unexpected, and that thirty days is not 
sufficient time to prepare and file with the Commission, and for the 
Commission to consider, issue a notice and grant an order upon, an 
application for exemptive relief.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. The Trusts will ensure that 50 percent of the Boards' members 
will be Disinterested Trustees until the earlier of August 31, 2000, or 
the Boards' approval of an additional Disinterested Trustee.
    2. Any action taken by the Boards during the period covered by the 
requested order will be approved by at least a majority of each Board's 
Disinterested Trustees.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-19907 Filed 8-4-00; 8:45 am]
BILLING CODE 8010-01-M