[Federal Register Volume 77, Number 23 (Friday, February 3, 2012)]
[Notices]
[Pages 5585-5587]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-2433]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29939; File No. 812-13982]


Northwestern Mutual Series Fund, Inc. and Mason Street Advisors, 
LLC; Notice of Application

January 30, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company

[[Page 5586]]

Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) under the 
Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
open-end management investment companies relying on rule 12d1-2 under 
the Act to invest in certain financial instruments.
    Applicants: Northwestern Mutual Series Fund, Inc. (``Company'') and 
Mason Street Advisors, LLC (``MSA'').

DATES: Filing Dates: The application was filed on November 30, 2011. 
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 February 24, 2012, 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: Elizabeth M. Murphy, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants, 
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Jennifer L. Sawin, Branch Chief, at (202) 551-
6821 (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 via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    The Company is organized as a Maryland corporation and is 
registered under the Act as an open-end management investment company. 
MSA, a Delaware limited liability company, is an investment adviser 
registered under the Investment Advisers Act of 1940, as amended (the 
``Advisers Act'') and currently serves as investment adviser to each 
existing Applicant Series (as defined below).
    Applicants request the exemption to the extent necessary to permit 
any existing or future series of the Company and any other existing or 
future registered open-end investment company or series thereof that 
(i) is advised by MSA or any person now or in the future controlling, 
controlled by or under common control with MSA (any such adviser or 
MSA, an ``Adviser'') \1\; (ii) invests in other registered open-end 
investment companies (``Underlying Funds'') in reliance on section 
12(d)(1)(G) of the Act; and (iii) is also eligible to invest in 
securities (as defined in section 2(a)(36) of the Act) in reliance on 
rule 12d1-2 under the Act (each an ``Applicant Series''), to also 
invest, to the extent consistent with its investment objectives, 
policies, strategies and limitations, in financial instruments that may 
not be securities within the meaning of section 2(a)(36) of the Act 
(``Other Investments'').\2\ Applicants also request that the order 
exempt any entity, including any entity controlled by or under common 
control with an Adviser, that now or in the future acts as principal 
underwriter, or broker or dealer (if registered under the Securities 
Exchange Act of 1934, as amended (``Exchange Act'')), with respect to 
the transactions described in the application.
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    \1\ Any other Adviser will also be registered under the Advisers 
Act.
    \2\ Every existing entity that currently intends to rely on the 
requested order is named as an applicant. Any existing or future 
entity that relies on the requested order will do so only in 
accordance with the terms and condition in the application.
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    Consistent with its fiduciary obligations under the Act, each 
Applicant Series' board of directors will review the advisory fees 
charged by the Applicant Series' Adviser to ensure that the fees are 
based on services provided that are in addition to, rather than 
duplicative of, services provided pursuant to the advisory agreement of 
any investment company in which the Applicant Series may invest.

Applicants' Legal Analysis

    Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other 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 cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies and companies controlled by them.
    Section 12(d)(1)(G) of the Act provides, in part, that section 
12(d)(1) will not apply to securities of an acquired company purchased 
by an acquiring company if: (i) The acquired company and acquiring 
company are part of the same group of investment companies; (ii) 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; (iii) 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) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act, or by the Commission; and (iv) 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) of the Act.
    Rule 12d1-2 under the Act permits a registered open-end investment 
company or a registered unit investment trust that relies on section 
12(d)(1)(G) of the Act to acquire, in addition to securities issued by 
another registered investment company in the same group of investment 
companies, government securities, and short-term paper: (i) Securities 
issued by an investment company that is not in the same group of 
investment companies, when the acquisition is in reliance on section 
12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other than 
securities issued by an investment company); and (iii) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    Section 6(c) of the Act provides that the Commission may exempt any 
person, security, or transaction from any provision of the Act, or from 
any rule under the Act, if such exemption is

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necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the 
policies and provisions of the Act.
    Applicants state that the Applicant Series will comply with rule 
12d1-2 under the Act, but for the fact that the Applicant Series may 
invest a portion of their assets in Other Investments. Applicants 
request an order under section 6(c) of the Act for an exemption from 
rule 12d1-2(a) to allow the Applicant Series to invest in Other 
Investments while investing in Underlying Funds. Applicants assert that 
permitting the Applicant Series to invest in Other Investments as 
described in the application would not raise any of the concerns that 
the requirements of section 12(d)(1) were designed to address.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the 
Act, except for paragraph (a)(2) to the extent that it restricts any 
Applicant Series from investing in Other Investments as described in 
the application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-2433 Filed 2-2-12; 8:45 am]
BILLING CODE 8011-01-P