SEC Division of Investment Management staff letter: American Century Companies, Inc. / J.P. Morgan & Co.

The Division of Investment Management staff agrees that J.P. Morgan & Co.'s acquisition of 45% of American Century Companies, Inc.'s equity interest, representing a maximum of 10.83% of voting power, does not constitute a transfer of a controlling block of voting securities under Section 2(a)(4) of the Investment Company Act of 1940. Consequently, the staff will not recommend enforcement action to the Commission under Section 15(a)(4) of that Act or Section 205(a)(2) of the Investment Advisers Act of 1940 regarding the proposed transaction. The staff determined that the Stowers Family retains control of ACC and that contractual protections granted to J.P. Morgan do not confer a controlling influence over ACC's management or policies. The staff further stated it will no longer respond to letters regarding corporate transactions affecting existing investment advisory agreements unless they present novel or unusual issues.

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'. .'. . fi ." ." Our Ref. No. 97-543

companies, Inc. / J . P . -. Morgan & Co.
RESPONSE OF THE OFFICE OF CHIEF COUNSEL Incorporated DIVISION OF INVESTMENT MANAGEMENT File No. 801-08174 Your letter dated December 2, 1997 requests that the staff of the Division of Investment Management not recommend enforcement action to the Commission under Section 15 (a) (4) of the Investment Company Act of 1940 (the "1940 Act") or section 205(a) (2) of the Investment Advisers Act of 1940 (the "Advisers Act"), if American Century Companies, Inc. ("ACC") proceeds with

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