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U.S. Securities and Exchange Commission

No-Action Letter Under
Investment Company Act of 1940 — Section 17(d) and Rule 17d-1

Investment Company Institute

December 14, 2005

Elizabeth Krentzman, General Counsel
Investment Company Institute
1401 H Street, N.W.
Washington, D.C. 20005

Dear Ms. Krentzman:

We request that you share with your members the following guidance. On July 24, 2001, we issued a no-action letter to The Chase Manhattan Bank (“Chase”) under Section 17(d) of the Investment Company Act of 1940 (the “Act”) and Rule 17d-1 thereunder (the “Chase Letter”). The Chase Letter generally addressed the use of Joint Accounts (as defined in the Chase Letter) through which registered funds would invest, among other things, their cash collateral from a securities lending program that was administered by Chase. In footnote 14 of that letter, we also confirmed that certain affiliated persons of the funds could rely on the Chase Letter to use Joint Accounts for the investment of the funds’ cash balances from activities in addition to lending securities. Our position in footnote 14 did not, however, extend to the use of Joint Accounts to invest the funds’ cash collateral from a securities lending program for which an affiliated person of the funds was the lending agent.

Since we issued the Chase Letter, we have received many inquiries regarding its scope. We are writing now to indicate that cash collateral from a securities lending program with an affiliated lending agent may be included in a Joint Account, provided that all of the representations set forth in the Chase Letter are satisfied. Our statement in footnote 14 of the Chase Letter is superseded to the extent that it is inconsistent with this position.

Please note that, consistent with our statements in footnote 15 of the Chase Letter, this letter expresses no views with respect to the application of Section 17(d) of the Act or Rule 17d-1 thereunder to the operation of securities lending arrangements generally, including those with affiliated lending agents.

Very truly yours,

Sara P. Crovitz
Senior Counsel



Modified: 12/15/2005