[Federal Register Volume 66, Number 63 (Monday, April 2, 2001)]
[Notices]
[Pages 17588-17589]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-8025]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 24917; 812-12378]


Wells Fargo Funds Trust, et al.; Notice of Application

March 27, 2001.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(f)(1)(A) 
of the Act.

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Summary of Application: The requested order would permit Wells Fargo 
Funds Trust (``Funds Trust'') not to reconstitute its board of trustees 
to meet the 75 percent non-interested director requirement of section 
15(f)(1)(A) of the Act in order for Wells Fargo Funds Management, LLC 
(``Funds Management'') to rely upon the safe harbor provisions of 
section 15(f).

Applicants: Funds Trust and Funds Management.

Filing Dates: The application was filed on December 19, 2000 and 
amended on March 27, 2001.

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 23, 2001, 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 Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549-0609. Applicants, 525 Market Street, San Francisco, 
California 94105.

FOR FURTHER INFORMATION CONTACT: John L. Sullivan, Senior Counsel, at 
(202) 942-0681, or Janet M. Grossnickle, Branch Chief, at (202) 942-
0564 (Division of Investment Management, Office of Investment Company 
Regulation).

[[Page 17589]]


SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 450 Fifth Street, NW., 
Washington, DC 20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. Funds Trust is an open-end management investment company 
registered under the Act and consists of sixty-seven series (``Funds 
Trust Series''). Funds Management, a bank and a wholly owned subsidiary 
of Wells Fargo & Company (``Wells Fargo''), currently serves as 
investment adviser to 62 of the Funds Trust Series, including each of 
the Acquiring Funds Trust Series (as defined below). Funds Management 
is registered with the Commission as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act'').
    2. The Coventry Group (``Coventry'') is an open-end management 
investment company registered under the Act and consists of 15 series. 
Brenton Bank, N.A. (``Brenton Bank''), an indirect wholly owned 
subsidiary of Brenton Banks, Inc. (``Brenton Holding Company''), serves 
as investment adviser to three series of Coventry (``Brenton 
Funds'').\1\ Brenton Bank is not registered under the Advisers Act in 
reliance on section 202(a)(11) of the Advisers Act.
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    \1\ The Brenton Funds are the only series of Coventry for which 
Brenton Bank serves as an investment adviser, administrator or 
principal underwriter.
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    3. On December 1, 2000, Wells Fargo acquired Brenton Holding 
Company in a transaction in which Brenton Holding Company shareholders 
received Wells Fargo common stock and Brenton Holding Company became an 
indirect wholly owned subsidiary of Wells Fargo (``Acquisition''). 
Following the Acquisition, it is proposed that three existing series of 
Funds Trust (``Acquiring Funds Trust Series'') will acquire the assets 
of the Brenton Funds (``Reorganization'').
    4. Applicants state that the Acquisition resulted in a change in 
control of Brenton Bank within the meaning of section 2(a)(9) of the 
Act, and in an assignment of the current advisory contract between 
Brenton Bank and each of the Brenton Funds within the meaning of 
section 2(a)(4) of the Act. As required by section 15(a)(4) of the Act, 
the advisory contract automatically terminated in accordance with its 
terms.
    5. On November 16, 2000 and December 18, 2000, the respective 
boards of trustees (each a ``Board'') of Coventry and Funds Trust 
unanimously approved the Reorganization. In addition, in reliance on 
rule 15a-4 under the Act, the Board of Coventry unanimously approved an 
interim advisory agreement (``Interim Agreement``) between Brenton Bank 
and each of the Brenton Funds covering the time period between the date 
of the Acquisition and the closing date of the Reorganization. The 
Reorganization and the Interim Agreement will require approval by a 
majority of the outstanding shares of each Brenton Fund. Applicants 
state that the Board of Coventry has scheduled a special meeting of the 
Brenton Funds' shareholders for April 6, 2001. Proxy materials for the 
special meeting were mailed to shareholders on or about February 15, 
2001.
    6. In connection with the Acquisition and the Reorganization, 
applicants have determined to seek to comply with the ``safe harbor'' 
provisions of section 15(f) of the Act. Applicants state that, absent 
exemptive relief, following consummation of the Reorganization, more 
than twenty-five percent of the Board of Funds Trust would be 
``interested persons'' for purposes of section 15(f)(1)(A) of the Act.

Applicants' Legal Analysis

    1. Section 15(f) of the Act is a safe harbor that permits an 
investment adviser to a registered investment company (or an affiliated 
person of the investment adviser) to realize a profit on the sale of 
its business if certain conditions are met. One of these conditions, 
set forth in section 15(f)(1)(A), provides that, for a period of three 
years after the sale, at least seventy-five percent of the board of 
directors of the investment company may not be ``interested persons'' 
with respect to either the predecessor or successor adviser of the 
investment company. Applicants state that, without the requested 
exemption, following the Reorganization, Funds Trust would have to 
reconstitute its Board to meet the seventy-five percent non-interested 
director requirement of section 15(f)(1)(A).
    2. Section 15(f)(3)(B) of the Act provides that if the assignment 
of an investment advisory contract results from the merger of, or sale 
of substantially all of the assets by, a registered company with or to 
another registered investment company with assets substantially greater 
in amount, such discrepancy in size shall be considered by the 
Commission in determining whether, or to what extent, to grant 
exemptive relief under section 6(c) from section 15(f)(1)(A).
    3. Section 6(c) of the Act permits the Commission to exempt any 
person or transaction from any provision of the Act, or any rule or 
regulation under 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.
    4. Applicants request an exemption under section 6(c) of the Act 
from section 15(f)(1)(A) of the Act. Applicants state that, as of 
November 30, 2000, Funds Trust had approximately $70 billion in 
aggregate net assets. Applicants also state that, as of November 30, 
2000, the aggregate net assets of the Brenton Funds were approximately 
$120 million. Applicants thus assert that the Brenton Funds' assets 
would represent less than one-quarter of 1% of the aggregate net assets 
of Funds Trust.
    5. Applicants state that three of the eight trustees who serve on a 
Board of Funds Trust are ``interested persons,'' within the meaning of 
section 2(a)(19) of the Act, of Funds Management. Applicants state that 
none of the trustees who serve on the Board of Coventry is an 
interested person of the Brenton Funds, Brenton Bank, or Funds 
Management.
    6. Applicants state that to comply with section 15(f)(1)(A) of the 
Act, Funds Trust would have to alter the composition of its Board, 
either by asking experienced trustees to resign or by adding new 
trustees. Applicants further state that adding new trustees could 
require a shareholder vote only of shareholders of the Acquiring Funds 
Trust Series, but also the shareholders of the Funds Trust Series not 
otherwise affected by the Reorganization. Applicants assert that adding 
a substantial number of additional non-interested trustees to the Board 
of Funds Trust could entail a lengthy process and increase the ongoing 
costs of Funds Trust.
    7. For the reasons stated above, applicants submit that the 
requested relief is necessary and 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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 01-8025 Filed 3-30-01; 8:45 am]
BILLING CODE 8010-01-M