SEC Division of Investment Management staff letter: Mount Vernon Securities Lending Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON. D.C. 20549

. DIVISION OF
INVESTMENT MANAGEMENT
August 3, 2009
Stephen A. Keen
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
Re: Mount Vernon Securities Lending Trust-Mount Vernon Securities Lending Prime Portfolio (File No. 811-21824) Dear Mr. Keen:
Your letter of March 10,2009 requests our assurance that we would not recommend that the Securities and Exchange Commission (the "Commission") take any enforcement action under Sections 17(a)(1)I, 17(d)2 and 12(d)(3)3 ofthe Investment Company Act of 1940 (the"Act"), and the rules thereunder, if Mount Vernon Securities Lending Trust (the "Trust"), on behalf of its series Mount Vernon Securities Lending Prime Portfolio (the "Fund"), and U.S. Bancorp (the "Support Provider"), amend the agreement summarized below and more fully described in the letter. The Trust is registered with the Commission as an open-end investment company under the Act. Support Provider is an affiliated person of the Trust's investment adviser (the "Adviser"), and thus is an "affiliated person" or an "affiliated person of an affiliated person" of the Fund as defined in Section 2(a)(3) of the Act. The Fund is a money market fund that seeks to maintain a stable net asset value per share of $1.00 and uses the amortized cost method of valuation in valuing its portfolio securities as permitted by rule 2a-7 under the Act.
Section 17(a)( 1) generally makes it unlawful for any affiliated person of a registered investment
company, or an affiliated person of such person, acting as principal, to knowingly sell any security or other property to the registered investment company. 2 Section 17(d) generally makes it unlawful for any affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal, to effect any transaction in which the registered investment company is ajoint or joint and several participant with such person in contravention of rules and regulations adopted by the Commission.
Section 12(d)(3) generally makes it unlawful for any registered investment company to acquire
any security issued by, or any interest in the business of, any broker-dealer, any person engaged in the business of underwriting, or an investment adviser of an investment company, or an investment adviser registered under the Investment Advisers Act of 1940.