96-13546. Lord Abbett Global Fund, Inc., et al.; Notice of Application  

  • [Federal Register Volume 61, Number 105 (Thursday, May 30, 1996)]
    [Notices]
    [Pages 27112-27114]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 96-13546]
    
    
    
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    SECURITIES AND EXCHANGE COMMISSION
    [Rel. No. IC-21978; 812-10162]
    
    
    Lord Abbett Global Fund, Inc., et al.; Notice of Application
    
    May 23, 1996.
    AGENCY: Securities and Exchange Commission (``SEC'').
    
    ACTION: Notice of Application for Exemption under the Investment 
    Company Act of 1940 (the ``Act'').
    
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    APPLICANTS: Lord Abbett Global Fund, Inc. (the ``Fund''), Lord, Abbett 
    & Co. (``Lord Abbett''), and Dunedin Fund Managers Limited 
    (``Dunedin'').
    
    RELEVANT ACT SECTIONS: Order requested under section 6(c) of the Act 
    for an exemption from section 15(a) of the Act.
    
    SUMMARY OF APPLICATION: Applicants request an order that would permit 
    the implementation, without shareholder approval, of a new sub-advisory 
    agreement (the ``New Sub-Advisory Contract'') for a period of up to 120 
    days following the termination of the former sub-advisory contract on 
    March 19, 1996 (``Former Sub-Advisory Contract'') (the ``Interim 
    Period''). The order also would permit the sub-adviser to receive from 
    the Fund fees earned during the Interim Period after shareholders have 
    approved the New Sub-Advisory Contract.
    
    FILING DATE: The application was filed on May 21, 1996.
    
    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 June 17, 1996, 
    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. Applicants: The Fund and Lord Abbett, 767 Fifth Avenue, New 
    York, New York 10153 and Dunedin, Dunedin House, 25 Ravelston Terrace, 
    Edinburgh EH4 3EX, Scotland.
    
    FOR FURTHER INFORMATION CONTACT: Elaine M. Boggs, Staff Attorney, at 
    (202) 942-0572, or Alison E. Baur, Branch Chief, at (202) 942-0564 
    (Division of Investment Management, Office of Investment Company 
    Regulation).
    
    
    [[Page 27113]]
    
    
    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.
    
    Applicants' Representations
    
        1. The Fund is an open-end management investment company registered 
    under the Act and consists of two series, the Equity Series and the 
    Income Series. Lord Abbett, a registered investment adviser, serves as 
    investment adviser to the Fund and has engaged Dunedin to serve as sub-
    adviser to both series pursuant to the Former Sub-Advisory Contract. 
    Dunedin is a Scottish corporation that is registered under the 
    Investment Adivisers Act of 1940 as an investment adviser and is a 
    wholly-owned subsidiary of DFM Holdings Limited (``DFM Holdings'').
        2. Prior to March 19, 1996, 50.5% of the outstanding capital of DFM 
    Holdings was owned by the British Linen Bank Group, Limited, with the 
    remaining interests held by four investment trusts (the ``Vendors''). 
    On February 15, 1996, the Vendors entered into a sale and purchase 
    agreement (the ``Sale Agreement'') pursuant to which Edinburgh Fund 
    Managers Group plc (``Edinburgh'') agreed to acquire all of the 
    outstanding capital shares of DFM Holdings, contingent upon certain 
    events. All Dunedin clients were notified of the proposed sale on 
    February 16, 1996. Representatives of Edinburgh and Dunedin met with 
    representatives of Lord Abbett and the Fund on February 28, 1996 to 
    discuss the possible continuation of the advisory relationship between 
    Dunedin and the Fund. At that time, Edinburgh was told that Lord Abbett 
    would make a recommendation to the Fund's board of directors (the 
    ``Board'') to be considered at a meeting of the Board to be held on 
    March 14, 1996.
        3. On March 14, 1996, the Board approved the New Sub-Advisory 
    Contract with respect to the Equity Series. As the same time, the Board 
    determined that the Former Sub-Advisory Contract with respect to the 
    Income Series was no longer desirable and determined not to approve a 
    new contract. The Board also concluded that it was in the best 
    interests of the Equity Series and its shareholders to continue to 
    retain Dunedin as sub-adviser during the Interim Period in order to 
    minimize the disruption in advisory services to the Equity Series. The 
    Board also voted to recommend to shareholders of the Equity Series that 
    they approve the New Sub-Advisory Contract.
        4. On March 18, 1996, a preliminary proxy statement was filed with 
    the SEC for a shareholder meeting to vote on the New Sub-Advisory 
    Contract. It is anticipated that the shareholder meeting will be held 
    on June 19, 1996. The terms and conditions of the New Sub-Advisory 
    Contract are identical to those of the Former Sub-Advisory Contract, 
    except that the dates of execution and commencement have changed, and 
    references to the Income Series has been eliminated. The Sale Agreement 
    was consummated on March 19, 1996, immediately after which the Former 
    Sub-Advisory Contract terminated.
        5. Among other things, the Board was advised at its March 14th 
    meeting the fact that it is anticipated that most of Dunedin's 
    investment personnel will continue to work for Dunedin after the 
    acquisition and that Edinburgh, has substantial experience in the 
    provision of advisory and management services to U.K. institutions. The 
    Board was also advised that the advisory and other services to be 
    provided to the Equity Series under the New Sub-Advisory Contract would 
    be of a scope and quality equivalent to the scope and quality of 
    services provided to the Equity Series by Dunedin pursuant to the 
    Former Sub-Advisory Contract. At a subsequent meeting held on April 17, 
    1996, the Board concluded that it would be appropriate for Dunedin to 
    receive compensation for its services during the Interim Period.
        6. The Fund and Dunedin propose to enter into a separate agreement 
    providing that amounts otherwise payable to Dunedin under the New Sub-
    Advisory Contract will be held by an unaffiliated escrow agent pending 
    shareholder consideration of the New Sub-Advisory Contract. Amounts in 
    the account will be paid to Dunedin only upon shareholder approval and 
    in accordance with the requested order.
    
    Applicants' Legal Analysis
    
        1. Applicants seek an exemption pursuant to section 6(c) from 
    section 15(a) of the Act to permit the implementation, without 
    shareholder approval, of the New Sub-Advisory Contract during the 
    Interim Period. Applicants also request relief so that Dunedin may 
    receive all fees earned under the New Sub-Advisory Contract during the 
    Interim Period if and to the extent they are approved by the 
    shareholders of the Equity Series.
        2. Section 15(a) prohibits an investment adviser from providing 
    investment advisory services to a registered investment company except 
    under a written contract that has been approved by a majority of the 
    voting securities of such investment company. Section 15(a) further 
    requires that such written contract provide for its automatic 
    termination in the event of an assignment. Section 2(a)(4) defines 
    ``assignment'' to include any direct or indirect transfer of a contract 
    by the assignor. The consummation of the Sale Agreement resulted in an 
    ``assignment,'' within the meaning of section 2(a)(4), of the Former 
    Sub-Advisory Contract, thereby resulting in the termination of the 
    Former Sub-Advisory Contract, according to its terms.
        3. Section 6(c) provides, in relevant part, that the SEC may, 
    conditionally or unconditionally, by order, exempt any person or class 
    of persons from any provision of the Act or from any rule thereunder, 
    if such exemption is necessary or appropriate in the public interest, 
    consistent with the protection of investors, and consistent with the 
    purposes fairly intended by the policy and provisions of the Act. 
    Applicants submit that the requested relief meets this standard.
        4. Applicants state that they will take all appropriate actions to 
    prevent any diminution in the scope or quality of services provided to 
    the Equity Series. Applicants state that obtaining shareholder approval 
    prior to the consummation of the Sales Agreement was not possible 
    because the Fund did not have sufficient advance notice of the 
    acquisition, the terms and timing of which were wholly determined by 
    the Vendors in response to a number of factors substantially unrelated 
    to the Fund or Lord Abbett. In addition, applicants state that the 
    terms of the New Sub-Advisory Contract are substantially similar to 
    that of the Former Sub-Advisory Contract. Applicants believe that to 
    deprive Dunedin of advisor fees under the New Sub-Advisory Contract 
    during the Interim Period for no reason other than the fact that the 
    acquisition (over which Dunedin had no direct control) resulted in an 
    assignment of the Former Sub-Advisory Contract would be an unduly harsh 
    and unreasonable penalty.
    
    Applicants' Condition
    
        Applicants agree as conditions to the issuance of the requested 
    exemptive order that:
        1. The New Sub-Advisory Contract will have the same terms and 
    conditions as the Former Sub-Advisory Contract, except that the dates 
    of execution and commencement have changed, and references to the 
    Income Series have been eliminated.
        2. Fees earned by Dunedin during the Interim Period under the New 
    Sub-Advisory Contract will be maintained in an interest bearing escrow 
    account, and the amounts in such account (including
    
    [[Page 27114]]
    
    interest earned on such amounts) will be paid (a) to Dunedin only upon 
    approval of the shareholders of the Equity Series or (b) in the absence 
    of such approval, to the Fund.
        3. The fund will hold a special meeting of shareholders to vote on 
    the approval or disapproval of the New Sub-Advisory Contract, on or 
    before the 120th day following March 19, 1996. It is expected that the 
    special meeting will be held June 19, 1996, but it will be held no 
    later than July 17, 1996.
        4. Dunedin or Edinburg will bear the costs of preparing and filing 
    this application and the costs of a special meeting relating to the 
    solicitation of the approvals of the Fund's shareholders of the New 
    Sub-Advisory Contract necessitated by the acquisition.
        5. Dunedin will take all appropriate actions to ensure that the 
    scope and quality of advisory and other services provided to the Equity 
    Series under the New Sub-Advisory Contract will be at least equivalent, 
    in the judgment of the Board, including the independent directors, to 
    the scope and quality of services previously provided. In the event of 
    any material change in personnel providing services pursuant to the New 
    Sub-Advisory Contract, Dunedin will apprise and consult the Board to 
    assure that the Board, including the independent directors, are 
    satisfied that the services provided by Dunedin will not be diminished 
    in scope and quality.
    
        For the Commission, by the Division of Investment Management, 
    under delegated authority.
    Margaret H. McFarland,
    Deputy Secretary.
    [FR Doc. 96-13546 Filed 5-29-96; 8:45 am]
    BILLING CODE 8010-01-M
    
    

Document Information

Published:
05/30/1996
Department:
Securities and Exchange Commission
Entry Type:
Notice
Action:
Notice of Application for Exemption under the Investment Company Act of 1940 (the ``Act'').
Document Number:
96-13546
Dates:
The application was filed on May 21, 1996.
Pages:
27112-27114 (3 pages)
Docket Numbers:
Rel. No. IC-21978, 812-10162
PDF File:
96-13546.pdf