Investment Company Act of 1940 – Section 15(a) and 15(c)
Fortis Group

January 27, 2009

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT

Our Ref. No. 2004913035 Fortis Group, et al. File No. 801-14882

Your letter dated January 27, 2009 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission ("Commission") under sections 15(a) and 15(c) of the Investment Company Act of 1940 ("Act") against Fortis Investment Management USA, Inc. ("Fortis USA"), Cadogan Management LLC, Montag & Caldwell, Inc., River Road Asset Management LLC and Veredus Asset Management LLC (collectively, "FIM Advisers") or certain registered investment companies for which FIM Advisers serve as investment advisers ("Funds") if FIM Advisers serve as investment advisers to the Funds under the extraordinary circumstances described in your letter.

You state that Fortis USA is an indirect wholly owned subsidiary of Fortis Investment Management SA ("FIM"), which is the global asset management arm of Fortis Group. You also state that Fortis USA or its parent, Fortis Bank SA/NV, at the time of the Nationalizations, as defined below, owned interests of 45% and higher in each of the other FIM Advisers. You state that, as a result of the global financial turmoil, on September 28, 2008 and October 5, 2008, the Belgian government acquired 49.9% and 100%, respectively, of the ownership of FIM ("Nationalizations"). You state that the Nationalizations may have resulted in a change of control of FIM Advisers, an assignment of FIM Advisers' investment advisory agreements with the Funds ("Advisory Agreements") within the meaning of section 2(a)(4) of the Act, and an automatic termination of the Advisory Agreements pursuant to their terms and section 15(a)(4) of the Act.

You state that, within ten business days of the termination of the Advisory Agreements, the board of directors of each Fund ("Board"), including a majority of the disinterested directors, met either in person or by teleconference in a manner contemplated by rule 15a-4(b)(1)(ii) under the Act and approved FIM Advisers' continuing to serve as investment advisers to the Funds ("Continuances"). You state that the termination of the Advisory Agreements resulted from emergency measures brokered by sovereign states in an effort to prevent the collapse of a major financial institution and stem the financial crisis that gripped worldwide financial markets. You state that it was not reasonably practicable for all of the Boards to meet in person to approve the Continuances.

You also state that the Continuances involve a situation in which a governmental entity temporarily seized a business, while leaving its management personnel and structures in place, with the stated aim of restoring confidence in the business and returning it to the private sector. You state that the Nationalizations have not resulted in any substantive changes to the terms of the Advisory Agreements or in the day-to-day personnel providing services under the Advisory Agreements. You also state that the Funds that are seeking our assurance with respect to the shareholder approval requirement in section 15(a) of the Act have provided their shareholders with information about the Nationalizations either by supplementing the Funds’ prospectus or by a letter. You state that FIM Advisers believe that the costs associated with soliciting proxies and holding a shareholder vote far outweigh any potential benefits to shareholders of taking such actions with respect to the Nationalizations.

Based on the facts and circumstances described in your letter, and in particular the emergency nature of the Belgian government's action, we would not recommend enforcement action to the Commission under sections 15(a) and (c) of the Act against FIM Advisers or the Funds if a FIM Adviser serves as investment adviser to a Fund under a Continuance without prior in-person approval of the Continuance by the Board and without approval of the Continuance by a majority of the Fund's outstanding voting securities.¹ Our conclusion is based solely on the facts, circumstances and representations set forth in your letter, and any different facts, circumstances or representations might require a different conclusion. This response expresses the staff’s position on enforcement action only and does not represent any legal conclusions regarding the matters discussed herein.

Holly Hunter-Ceci
Attorney-Adviser

¹ This response confirms the no-action relief provided orally by the staff on October 9, 2008.

Incoming Letter

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The Incoming Letter is in Acrobat format.