UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release no. 32722/July 3, 2017
________________________________________________
In the Matter of :
:
Franklin Fund Allocator Series :
Franklin Advisers, Inc. :
Franklin Templeton Distributors, Inc. :
:
One Franklin Parkway :
San Mateo, CA 94403 :
:
(812-14611) :
________________________________________________:
ORDER UNDER SECTION 12(d)(1)(J) OF THE INVESTMENT COMPANY ACT OF
1940 GRANTING AN EXEMPTION FROM SECTIONS 12(d)(1)(A), (B), AND
(C) OF THE ACT, UNDER SECTIONS 6(c) AND 17(b) OF THE ACT
GRANTING AN EXEMPTION FROM SECTION 17(a) OF THE ACT, AND UNDER
SECTION 6(C) OF THE ACT FOR AN EXEMPTION FROM RULE 12d1-2(a)
UNDER THE ACT
Franklin Fund Allocator Series, Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc. filed an application
on February 9, 2016, and an amendment to the application on
May 23, 2017, requesting an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the "Act") granting
an exemption from sections 12(d)(1)(A), (B), and (C) of the
Act, under sections 6(c) and 17(b) of the Act granting an
exemption from section 17(a) of the Act, and under section
6(c) of the Act for an exemption from rule 12d1-2(a) under
the Act. The order would permit (a) certain registered open-end
management investment companies that operate as "funds of funds"
to acquire shares of certain registered open-end management
investment companies, registered closed-end management investment
companies, "business development companies," as defined by section
2(a)(48) of the Act, and registered unit investment trusts that
are within and outside the same group of investment companies as
the acquiring investment companies and (b) certain registered
open-end management investment companies relying on rule 12d1-2
under the Act to invest in certain financial instruments.
On June 5, 2017, a notice of the filing of the application was
issued (Investment Company Act Release No. 32669). The notice
gave interested persons an opportunity to request a hearing
and stated that an order granting the application would be
issued unless a hearing was ordered. No request for a hearing
has been filed, and the Commission has not ordered a hearing.
2
The matter has been considered and it is found, on the basis
of the information set forth in the application, as amended,
that granting the requested exemption is appropriate in and
consistent with the public interest and consistent with the
protection of investors and the purposes fairly intended by
the policy and provisions of the Act.
It is also found that the terms of the proposed transactions
are reasonable and fair and do not involve overreaching, and
the proposed transactions are consistent with the policies of
each registered investment company concerned and with the
general purposes of the Act.
Accordingly,
IT IS ORDERED, that the relief requested under section 12(d)(1)(J)
of the Act from sections 12(d)(1)(A), (B), and (C) of the Act,
under sections 6(c) and 17(b) of the Act from section 17(a) of
the Act, and under section 6(c) of the Act for an exemption from
rule 12d1-2(a) under the Act by Franklin Fund Allocator Series,
et al. (File No. 812-14611) is granted, effective immediately,
subject to the conditions contained in the application, as amended.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo Aleman
Assistant Secretary