RegAlert2009-04-14
Added · Updated
SEC Division of Investment Management staff letter: Iridian Asset Management LLC
Iridian Asset Management LLC and First Eagle Fund of America, Inc. request confirmation that the Division will not recommend enforcement action under Section 15(a) of the Investment Company Act of 1940 if the Fund does not seek shareholder approval for the continuance of its existing advisory relationship following the Bank of Ireland's recapitalization by the Government of Ireland. The request argues that the government's acquisition of preference shares and warrants does not constitute an assignment or change of control requiring shareholder consent, as the terms remain materially the same and management remains unchanged. The Fund's board of directors has approved the continuance, and the Fund will disclose the recapitalization to shareholders via press release and periodic reports.
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EXECUTION VERSION
SULLIVAN & CROMWELL LLP
TELEPHONE: 1-212-558-4000
FACSIMILE: 1-212-558-3588
/25f!JJ~~ WWW.SULLCROM.COM JVew O/~J J1P.!//OOO/;.-2/;..98 LOS ANGELES. PALO ALTO· WASHrNGTON, D.C. FRAN KFURT • LONDON. PARIS BEIJING· HONG KONG· TOKYO MELBOURNE. SYDNEY April 14,2009 Nadya B. Roytblat, Esq.,
Securities and Exchange Commission,
Division of Investment Management,
100 F Street, N.E.,
Washington, DC 20549.
Re: Bank of Ireland - No-Action Request Under the Investment Company Act of 1940 Dear Ms. Roytblat:
We are writing on behalf of Iridian Asset Management LLC (the "Adviser"), which is an SEC-registered investment adviser and an indirect, wholly-owned subsidiary of the Governor and Company of the Bank of Ireland (the "Bank"), in connection with the announcement by the Bank on March 31, 2009 that the Government of the Republic of Ireland (the "Government") had completed a recapitalization of the Bank (the "Bank Recapitalization") as part of the Government's comprehensive package designed to ensure the stability of the Irish financial system. The Adviser serves as subadviser to First Eagle Fund of America, Inc., a registered investment company (the "Fund'). The Adviser respectfully requests, on its own behalf and on behalf of the Fund, confirmation from the Division of Investment Management (the "Division") that, on the basis of the facts and circumstances more particularly described herein, the Division will not recommend that the Securities and Exchange Commission (the "Commission") take enforcement action under Section 15(a) of the Investment Company Act of 1940, as amended (the "ICA") if, in connection with the Bank Recapitalization, the Fund does not seek shareholder approval ofthe continuance ofits existing advisory relationship in a written agreement (the "Continuance") on materially the same terms and conditions as the investment advisory agreement between the Adviser and the Fund (the "Advisory Agreement"). NY 12528:365447.3
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