The Advisors' Inner Circle Fund, et al.; Notice of Application, 15057-15062 [2013-05423]

Download as PDF Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES Reduction Act’’), the Securities and Exchange Commission (the ‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of an extension of the previously approved collection of information discussed below. Rule 15c3–4 (17 CFR 240.15c3–4) (the ‘‘Rule’’) under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (the ‘‘Exchange Act’’) requires certain broker-dealers that are registered with the Commission as OTC derivatives dealers, or who compute their net capital charges under Appendix E to Rule 15c3–1 (17 CFR 240.15c3–1) (‘‘ANC firms’’), to establish, document, and maintain a system of internal risk management controls. The Rule sets forth the basic elements for an OTC derivatives dealer or an ANC firm to consider and include when establishing, documenting, and reviewing its internal risk management control system, which are designed to, among other things, ensure the integrity of an OTC derivatives dealer’s or an ANC firm’s risk measurement, monitoring, and management process, to clarify accountability at the appropriate organizational level, and to define the permitted scope of the dealer’s activities and level of risk. The Rule also requires that management of an OTC derivatives dealer or an ANC firm must periodically review, in accordance with written procedures, the firm’s business activities for consistency with its risk management guidelines. The staff estimates that the average amount of time a new OTC derivatives dealer will spend establishing and documenting its risk management control system is 2,000 hours and that, on average, a registered OTC derivatives dealer will spend approximately 200 hours each year to maintain (e.g., reviewing and updating) its risk management control system.1 Currently, four firms are registered with the Commission as OTC derivatives dealers. The staff estimates that approximately four additional entities may become registered as OTC derivatives dealers within the next three years. Thus, the estimated annualized burden would be 800 hours for the four OTC derivatives dealers currently registered with the Commission to maintain their risk 1 This notice does not cover the hour burden associated with ANC firms, because the hour burden for ANC firms is included in the Paperwork Reduction Act collection for Rule 15c3–1, which requires ANC firms to comply with specific provisions of Rule 15c3–4 in Appendix E to Rule 15c3–1. See 17 CFR 240.15c3–1(a)(7)(iii), 17 CFR 240.15c3–1e(a)(1)(ii), and 17 CFR 240.15c3– 1e(a)(1)(viii)(C). VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 management control systems,2 2,666 hours for the four new OTC derivatives dealers to establish and document their risk management control systems,3 and 400 hours for the four new OTC derivatives dealers to maintain their risk management control systems.4 Accordingly, the staff estimates the total annualized burden associated with Rule 15c3–4 for the eight OTC derivatives dealers will be approximately 3,866 hours annually. The staff believes that the cost of complying with Rule 15c3–4 will be approximately $279 per hour.5 This per hour cost is based upon an annual average hourly salary for a compliance manager who would be responsible for ensuring compliance with the requirements of Rule 15c3–4. Accordingly, the total annualized cost for all affected OTC derivatives dealers is estimated to be $1,078,614.6 The records required to be made by OTC derivatives dealers pursuant to the Rule and the results of the periodic reviews conducted under paragraph (d) of Rule 15c3–4 must be preserved under Rule 17a–4 of the Exchange Act (17 CFR 240.17a–4) for a period of not less than three years, the first two years in an easily accessible place. The Commission will not generally publish or make available to any person notice or reports received pursuant to the Rule. The statutory basis for the Commission’s refusal to disclose such information to the public is the exemption contained in section (b)(4) of the Freedom of Information Act, 5 U.S.C. 552, which essentially provides that the requirement of public dissemination does not apply to commercial or financial information which is privileged or confidential. The Commission may not conduct or sponsor a collection of information unless it displays a currently valid OMB control number. No person shall be subject to any penalty for failing to comply with a collection of information subject to the Paperwork Reduction Act that does not display a valid OMB control number. Background documentation for this information collection may be viewed at the following Web site: hours × 4 firms) = 800. hours × 1.333 firms) = 2,666. 4 (200 hours × 4 firms × / 2) = 400 {the number is divided by two to show an average, since it is assumed that the four new OTC derivatives dealers will register in even intervals over the three years}. 5 The $279 per hour salary figure for a compliance manager is from SIFMA’s Management & Professional Earnings in the Securities Industry 2011, modified to account for an 1800-hour workyear and multiplied by 5.35 to account for bonuses, firm size, employee benefits and overhead. 6 3,866 hours × $279 per hour = $1,078,614. 2 (200 3 (2,000 PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 15057 www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC, 20503, or by sending an email to: (i) Shagufta_Ahmed@omb.eop.gov; and (ii) Thomas Bayer, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, Alexandria, Virginia 22312 or send an email to PRA_Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: March 4, 2013. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–05420 Filed 3–7–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30412; File No. 812–14065] The Advisors’ Inner Circle Fund, et al.; Notice of Application March 4, 2013. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 12(d)(1)(J) of the Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from sections 12(d)(1)(A) and (B) of the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the Act, and under section 6(c) of the Act for an exemption from rule 12d1– 2(a) under the Act. AGENCY: SUMMARY: Summary of the Application: The requested order would (a) permit certain registered open-end management investment companies that operate as ‘‘funds of funds’’ to acquire shares of certain registered open-end management investment companies and unit investment trusts (‘‘UITs’’) that are within and outside the same group of investment companies as the acquiring investment companies, and (b) permit funds of funds relying on rule 12d1–2 under the Act to invest in certain financial instruments. APPLICANTS: The Advisors’ Inner Circle Fund (‘‘AIC’’), The Advisors’ Inner Circle Fund II (‘‘AIC II’’) and Bishop Street Funds (‘‘BSF’’) (each a ‘‘Trust’’ and together, the ‘‘Trusts’’); and Citigroup First Investment Management Americas LLC (‘‘Citigroup’’), Cornerstone Advisors Inc. E:\FR\FM\08MRN1.SGM 08MRN1 15058 Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES (‘‘Cornerstone’’), PNC Capital Advisors, LLC (‘‘PNC’’), Frost Investment Advisors, LLC (‘‘Frost’’), GRT Capital Partners, L.L.C. (‘‘GRT’’), Abbot Downing Investment Advisors (‘‘Abbot Downing’’), and Bishop Street Capital Management (‘‘BSCM’’) (each a ‘‘Fund of Funds Adviser’’ and together, the ‘‘Fund of Funds Advisers’’); and SEI Investments Distribution Co. (the ‘‘Distributor’’). FILING DATES: The application was filed on August 1, 2012, and amended on January 8, 2013. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 29, 2013, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants: c/o Dianne M. Sulzbach, SEI Corporation, One Freedom Valley Drive, Oaks, PA 19456. FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at (202) 551–6873, or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at http:// www.sec.gov/search/search.htm, or by calling (202) 551–8090. Applicants’ Representations 1. Each Trust, a Massachusetts business trust, is registered under the Act as an open-end management investment company. Each Trust is comprised of multiple series that pursue different investment objectives and principal investment strategies.1 1 Applicants request that the order apply to each existing and future series of the Trusts and to each VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 2. Citigroup, a Delaware limited liability company, is registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’) and currently serves as investment adviser to certain series of AIC.2 Cornerstone, a Washington corporation, is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to certain series of AIC.3 PNC, an indirect wholly owned subsidiary of The PNC Financial Services Group, Inc. is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to one series of AIC.4 Frost, a Delaware limited liability company and a wholly owned non-banking subsidiary of Frost Bank, is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to certain series of AIC II.5 GRT, a Delaware limited liability company, is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to certain series of AIC II.6 Abbot Downing, a department of Wells Fargo Bank, N.A., is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to one series of AIC existing and future registered open-end management investment company or series thereof which is advised by a Fund of Funds Adviser or any entity controlling, controlled by or under common control with the Fund of Funds Adviser and which is part of the same ‘‘group of investment companies’’ (as defined in section 12(d)(1)(G)(ii) of the Act), as the relevant Trust (each, a ‘‘Fund’’ and collectively, ‘‘Funds’’). All entities that currently intend to rely on the requested order are named as applicants. Any other entity that relies on the order in the future will comply with the terms and conditions of the application. 2 Citigroup currently serves as investment adviser to the following series of AIC: the Citi Market Pilot 2020 Fund, Citi Market Pilot 2030 Fund, and Citi Market Pilot 2040 Fund. 3 Cornerstone currently serves as investment adviser to the following series of AIC: Cornerstone Advisors Global Public Equity Fund, Cornerstone Advisors Income Opportunities Fund, Cornerstone Advisors Public Alternatives Fund, and Cornerstone Advisors Real Assets Fund. 4 PNC currently serves as investment adviser to the following series of AIC: the United Association S&P 500 Index Fund. 5 Frost currently serves as investment adviser to the following series of AIC II: the Frost Growth Equity Fund, Frost Dividend Value Equity Fund, Frost Strategic Balanced Fund, Frost Kempner Multi-Cap Deep Value Equity Fund, Frost Small Cap Equity Fund, Frost International Equity Fund, Frost Low Duration Bond Fund, Frost Total Return Bond Fund, Frost Municipal Bond Fund, Frost Low Duration Municipal Bond Fund, Frost Kempner Treasury and Income Fund, Frost LKCM Multi-Cap Equity Fund, Frost Mid Cap Equity Fund, Frost Diversified Strategies Fund, Frost Natural Resources Fund, Frost Credit Fund, and Frost Cinque Large Cap Buy-Write Equity Fund. 6 GRT currently serves as investment adviser to the following series of AIC II: the GRT Value Fund and the GRT Absolute Return Fund. PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 II.7 BSCM, a wholly-owned subsidiary of First Hawaiian Bank, is registered as an investment adviser under the Advisers Act and currently serves as investment adviser to certain series of BSF.8 3. The Distributor, a Pennsylvania corporation, is registered as a brokerdealer under the Securities Exchange Act of 1934 (the ‘‘Exchange Act ’’). The Distributor serves as principal underwriter and distributor for the shares of the Trusts’ Funds. 4. Applicants request an order to permit (a) a Fund that operates as a ‘‘fund of funds’’ (each a ‘‘Fund of Funds’’) to acquire shares of (i) registered open-end management investment companies that are not part of the same ‘‘group of investment companies,’’ within the meaning of section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds (‘‘Unaffiliated Investment Companies’’) and UITs that are not part of the same group of investment companies as the Fund of Funds (‘‘Unaffiliated Trusts,’’ together with the Unaffiliated Investment Companies, ‘‘Unaffiliated Funds’’) 9 or (ii) registered open-end management companies or UITs that are part of the same ‘‘group of investment companies, within the meaning of section 12(d)(1)(G) (ii) of the Act, as the Fund of Funds (collectively, ‘‘Affiliated Funds,’’ together with the Unaffiliated Funds, ‘‘Underlying Funds’’) 10 and (b) each Underlying Fund, the Distributor or any principal underwriter for the Underlying Fund, and any broker or dealer registered under the Exchange 7 Abbot Downing currently serves as investment adviser to the following series of AIC II: the Clear River Fund. 8 BSCM currently serves as investment adviser to the following series of BSF: The Bishop Street Strategic Growth Fund, Bishop Street Dividend Value Fund, Bishop Street High Grade Income Fund, and Bishop Street Hawaii Municipal Bond Fund. 9 Certain of the Unaffiliated Funds may be registered under the Act as either UITs or open-end management investment companies and have received exemptive relief to permit their shares to be listed and traded on a national securities exchange at negotiated prices (‘‘ETFs’’). 10 Certain of the Underlying Funds currently pursue, or may in the future pursue, their investment objectives through a master-feeder arrangement in reliance on section 12(d)(1)(E) of the Act. In accordance with condition 11, a Fund of Funds may not invest in an Underlying Fund that operates as a feeder fund unless the feeder fund is part of the same ‘‘group of investment companies,’’ as defined in section 12(d)(1)(G)(ii) of the Act, as its corresponding master fund or the Fund of Funds. If a Fund of Funds invests in an Affiliated Fund that operates as a feeder fund and the corresponding master fund is not within the same ‘‘group of investment companies,’’ as defined in section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds and Affiliated Fund, the master fund would be an Unaffiliated Fund for purposes of the application and its conditions. E:\FR\FM\08MRN1.SGM 08MRN1 Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices Act (‘‘Broker’’) to sell shares of the Underlying Fund to the Fund of Funds. Applicants also request an order under sections 6(c) and 17(b) of the Act to exempt applicants from section 17(a) to the extent necessary to permit Underlying Funds to sell their shares to Funds of Funds and redeem their shares from Funds of Funds. 5. Applicants also request an exemption under section 6(c) from rule 12d1–2 under the Act to permit any existing or future Fund that relies on section 12(d)(1)(G) of the Act (‘‘Same Group Investing Fund’’) and that otherwise complies with rule 12d1–2 to also invest, to the extent consistent with its investment objective, policies, strategies, and limitations, in financial instruments that may not be securities within the meaning of section 2(a)(36) of the Act (‘‘Other Investments’’). Applicants’ Legal Analysis mstockstill on DSK4VPTVN1PROD with NOTICES A. Investments in Underlying Funds— Section 12(d)(1) 1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a registered investment company from acquiring shares of an investment company if the securities represent more than 3% of the total outstanding voting stock of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment companies, more than 10% of the total assets of the acquiring company. Section 12(d)(1)(B) of the Act prohibits a registered open-end investment company, its principal underwriter, and any Broker from selling the investment company’s shares to another investment company if the sale will cause the acquiring company to own more than 3% of the acquired company’s total outstanding voting stock, or if the sale will cause more than 10% of the acquired company’s total outstanding voting stock to be owned by investment companies generally. 2. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Applicants seek an exemption under section 12(d)(1)(J) of the Act to permit a Fund of Funds to acquire shares of the Underlying Funds in excess of the limits in section 12(d)(1)(A), and an Underlying Fund, the Distributor or any principal underwriter for an Underlying Fund, and any Broker to sell shares of an Underlying Fund to a Fund of Funds VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 in excess of the limits in section 12(d)(1)(B) of the Act. 3. Applicants state that the terms and conditions of the proposed arrangement will not give rise to the policy concerns underlying sections 12(d)(1)(A) and (B), which include concerns about undue influence by a fund of funds over underlying funds, excessive layering of fees, and overly complex fund structures. Accordingly, applicants believe that the requested exemption is consistent with the public interest and the protection of investors. 4. Applicants believe that the proposed arrangement will not result in the exercise of undue influence by a Fund of Funds or a Fund of Funds Affiliate over the Unaffiliated Funds.11 To limit the control that a Fund of Funds may have over an Unaffiliated Fund, applicants propose a condition prohibiting a Fund of Funds Adviser, any person controlling, controlled by, or under common control with a Fund of Funds Adviser, and any investment company or issuer that would be an investment company but for section 3(c)(1) or 3(c)(7) of the Act that is advised or sponsored by a Fund of Funds Adviser or any person controlling, controlled by, or under common control with a Fund of Funds Adviser (the ‘‘Advisory Group’’) from controlling (individually or in the aggregate) an Unaffiliated Fund within the meaning of section 2(a)(9) of the Act. The same prohibition would apply to any other investment adviser within the meaning of section 2(a)(20)(B) of the Act to a Fund of Funds (‘‘Subadviser’’), any person controlling, controlled by, or under common control with the Subadviser, and any investment company or issuer that would be an investment company but for section 3(c)(1) or 3(c)(7) of the Act (or portion of such investment company or issuer) advised or sponsored by the Subadviser or any person controlling, controlled by, or under common control with the Subadviser (the ‘‘Subadvisory Group’’). Applicants propose other conditions to limit the potential for undue influence over the Unaffiliated Funds, including that no Fund of Funds or Fund of Funds Affiliate (except to the extent it is acting in its capacity as an investment adviser to an Unaffiliated Investment Company or sponsor to an Unaffiliated Trust) will 11 A ‘‘Fund of Funds Affiliate’’ is any Fund of Funds Adviser, any Subadviser (as defined below), promoter, or principal underwriter of a Fund of Funds, as well as any person controlling, controlled by, or under common control with any of those entities. An ‘‘Unaffiliated Fund Affiliate’’ is an investment adviser, sponsor, promoter, or principal underwriter of an Unaffiliated Fund, as well as any person controlling, controlled by, or under common control with any of those entities. PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 15059 cause an Unaffiliated Fund to purchase a security in an offering of securities during the existence of any underwriting or selling syndicate of which a principal underwriter is an Underwriting Affiliate (‘‘Affiliated Underwriting’’). An ‘‘Underwriting Affiliate’’ is a principal underwriter in any underwriting or selling syndicate that is an officer, director, trustee, advisory board member, investment adviser, Subadviser, or employee of the Fund of Funds, or a person of which any such officer, director, trustee, member of an advisory board, investment adviser, Subadviser, or employee is an affiliated person. An Underwriting Affiliate does not include any person whose relationship to an Unaffiliated Fund is covered by section 10(f) of the Act. 5. To further assure that an Unaffiliated Investment Company understands the implications of an investment by a Fund of Funds under the requested order, prior to a Fund of Funds’ investment in the shares of an Unaffiliated Investment Company in excess of the limit in section 12(d)(1)(A)(i) of the Act, the Fund of Funds and the Unaffiliated Investment Company will execute an agreement stating, without limitation, that their respective board of directors or trustees (for any entity, the ‘‘Board’’) and their investment advisers understand the terms and conditions of the order and agree to fulfill their responsibilities under the order (‘‘Participation Agreement’’). Applicants note that an Unaffiliated Investment Company (other than an ETF whose shares are purchased by a Fund of Funds in the secondary market) will retain its right at all times to reject any investment by a Fund of Funds.12 6. Applicants state that they do not believe that the proposed arrangement will involve excessive layering of fees. The Board of each Fund of Funds, including a majority of the trustees who are not ‘‘interested persons’’ (within the meaning of section 2(a)(19) of the Act) (‘‘Independent Trustees’’), will find that the advisory fees charged under investment advisory or management contract(s) are based on services provided that will be in addition to, rather than duplicative of, the services provided under such advisory contract(s) of any Underlying Fund in which the Fund of Funds may invest. In addition, a Fund of Funds Adviser will 12 An Unaffiliated Investment Company, including an ETF, would retain its right to reject any initial investment by a Fund of Funds in excess of the limit in section 12(d)(1)(A)(i) of the Act by declining to execute the Participation Agreement with the Fund of Funds. E:\FR\FM\08MRN1.SGM 08MRN1 15060 Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES waive fees otherwise payable to it by a Fund of Funds in an amount at least equal to any compensation (including fees received pursuant to any plan adopted by an Unaffiliated Investment Company under rule 12b–1 under the Act) received from an Unaffiliated Fund by the Fund of Funds Adviser or an affiliated person of the Fund of Funds Adviser, other than any advisory fees paid to the Adviser or its affiliated person by an Unaffiliated Investment Company, in connection with the investment by the Fund of Funds in the Unaffiliated Fund. Any sales charges and/or service fees charged with respect to shares of the Fund of Funds will not exceed the limits applicable to a fund of funds as set forth in Rule 2830 of the Conduct Rules of the NASD (‘‘NASD Conduct Rule 2830’’).13 7. Applicants submit that the proposed arrangement will not create an overly complex fund structure. Applicants note that no Underlying Fund will acquire securities of any investment company or company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the limits contained in section 12(d)(1)(A) of the Act, except in certain circumstances identified in condition 11 below. B. Section 17(a) 1. Section 17(a) of the Act generally prohibits sales or purchases of securities between a registered investment company and any affiliated person of the company. Section 2(a)(3) of the Act defines an ‘‘affiliated person’’ of another person to include (a) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of the other person; (b) any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by the other person; and (c) any person directly or indirectly controlling, controlled by, or under common control with the other person. 2. Applicants state that a Fund of Funds and the Affiliated Funds managed by the same Adviser might be deemed to be under common control of the Fund of Funds Adviser and therefore affiliated persons of one another. Applicants also state that the Fund of Funds and the Unaffiliated Funds might be deemed to be affiliated persons of one another if the Fund of Funds acquires 5% or more of an Unaffiliated Fund’s outstanding voting securities. In light of these and other 13 Any references to NASD Conduct Rule 2830 include any successor or replacement rule of FINRA to NASD Conduct Rule 2830. VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 possible affiliations, section 17(a) could prevent an Underlying Fund from selling shares to and redeeming shares from a Fund of Funds. 3. Section 17(b) of the Act authorizes the Commission to grant an order permitting a transaction otherwise prohibited by section 17(a) if it finds that (a) the terms of the proposed transaction are fair and reasonable and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policies of each registered investment company involved; and (c) the proposed transaction is consistent with the general purposes of the Act. Section 6(c) of the Act permits the Commission to exempt any persons or transactions from any provision of the Act if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 4. Applicants submit that the proposed transactions satisfy the standards for relief under sections 17(b) and 6(c) of the Act.14 Applicants state that the terms of the transactions are reasonable and fair and do not involve overreaching. Applicants state that the terms upon which an Underlying Fund will sell its shares to or purchase its shares from a Fund of Funds will be based on the net asset value of the Underlying Fund.15 Applicants state that the proposed transactions will be consistent with the policies of each Fund of Funds and each Underlying Fund and with the general purposes of the Act. 14 Applicants acknowledge that receipt of any compensation by (a) an affiliated person of a Fund of Funds, or an affiliated person of such person, for the purchase by a Fund of Funds of shares of an Underlying Fund or (b) an affiliated person of an Underlying Fund, or an affiliated person of such person, for the sale by the Underlying Fund of its shares to a Fund of Funds may be prohibited by section 17(e)(1) of the Act. The Participation Agreement also will include this acknowledgement. 15 To the extent purchases and sales of shares of an ETF occur in the secondary market (and not through principal transactions directly between a Fund of Funds and an ETF), relief from section 17(a) of the Act would not be necessary. The requested relief is intended to cover, however, transactions directly between ETFs and a Fund of Funds. Applicants are not seeking relief from section 17(a) of the Act for, and the requested relief will not apply to, transactions where an ETF could be deemed an affiliated person, or an affiliated person of an affiliated person, of a Fund of Funds because the investment adviser to the ETF or an entity controlling, controlled by, or under common control with the investment adviser to the ETF, also is an investment adviser to the Fund of Funds. PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 C. Other Investments by Same Group Investing Funds 1. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) will not apply to securities of an acquired company purchased by an acquiring company if: (i) The acquiring company and acquired company are part of the same group of investment companies; (ii) the acquiring company holds only securities of acquired companies that are part of the same group of investment companies, government securities, and short-term paper; (iii) the aggregate sales loads and distribution-related fees of the acquiring company and the acquired company are not excessive under rules adopted pursuant to section 22(b) or section 22(c) of the Act by a securities association registered under section 15A of the Exchange Act or by the Commission; and (iv) the acquired company has a policy that prohibits it from acquiring securities of registered open-end management investment companies or registered unit investment trusts in reliance on section 12(d)(1)(F) or (G) of the Act. 2. Rule 12d1–2 under the Act permits a registered open-end investment company or a registered unit investment trust that relies on section 12(d)(1)(G) of the Act to acquire, in addition to securities issued by another registered investment company in the same group of investment companies, government securities, and short-term paper: (1) Securities issued by an investment company that is not in the same group of investment companies, when the acquisition is in reliance on section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other than securities issued by an investment company); and (3) securities issued by a money market fund, when the investment is in reliance on rule 12d1–1 under the Act. For the purposes of rule 12d1–2, ‘‘securities’’ means any security as defined in section 2(a)(36) of the Act. 3. Applicants state that the proposed arrangement would comply with the provisions of rule 12d1–2 under the Act, but for the fact that a Same Group Investing Fund may invest a portion of its assets in Other Investments. Applicants request an order under section 6(c) of the Act for an exemption from rule 12d1–2(a) to allow the Same Group Investing Funds to invest in Other Investments. Applicants assert that permitting Same Group Investing Funds to invest in Other Investments as described in the application would not raise any of the concerns that the requirements of section 12(d)(1) were designed to address. E:\FR\FM\08MRN1.SGM 08MRN1 Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices 4. Consistent with its fiduciary obligations under the Act, the Board of each Same Group Investing Fund will review the advisory fees charged by the Same Group Investing Fund’s investment adviser to ensure that they are based on services provided that are in addition to, rather than duplicative of, services provided pursuant to the advisory agreement of any investment company in which the Same Group Investing Fund may invest. mstockstill on DSK4VPTVN1PROD with NOTICES Applicants’ Conditions Investments by Funds of Funds in Underlying Funds Applicants agree that the relief to permit Funds of Funds to invest in Underlying Funds shall be subject to the following conditions: 1. The members of an Advisory Group will not control (individually or in the aggregate) an Unaffiliated Fund within the meaning of section 2(a)(9) of the Act. The members of a Subadvisory Group will not control (individually or in the aggregate) an Unaffiliated Fund within the meaning of section 2(a)(9) of the Act. If, as a result of a decrease in the outstanding voting securities of an Unaffiliated Fund, an Advisory Group or a Subadvisory Group, each in the aggregate, becomes a holder of more than 25 percent of the outstanding voting securities of the Unaffiliated Fund, then the Advisory Group or the Subadvisory Group will vote its shares of the Unaffiliated Fund in the same proportion as the vote of all other holders of the Unaffiliated Fund’s shares. This condition will not apply to a Subadvisory Group with respect to an Unaffiliated Fund for which the Subadviser or a person controlling, controlled by, or under common control with the Subadviser acts as the investment adviser within the meaning of section 2(a)(20)(A) of the Act (in the case of an Unaffiliated Investment Company) or as the sponsor (in the case of an Unaffiliated Trust). 2. No Fund of Funds or Fund of Funds Affiliate will cause any existing or potential investment by the Fund of Funds in shares of an Unaffiliated Fund to influence the terms of any services or transactions between the Fund of Funds or a Fund of Funds Affiliate and the Unaffiliated Fund or an Unaffiliated Fund Affiliate. 3. The Board of each Fund of Funds, including a majority of the Independent Trustees, will adopt procedures reasonably designed to assure that its Fund of Funds Adviser and any Subadviser(s) to the Fund of Funds are conducting the investment program of the Fund of Funds without taking into VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 account any consideration received by the Fund of Funds or Fund of Funds Affiliate from an Unaffiliated Fund or an Unaffiliated Fund Affiliate in connection with any services or transactions. 4. Once an investment by a Fund of Funds in the securities of an Unaffiliated Investment Company exceeds the limit of section 12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Investment Company, including a majority of the Independent Trustees, will determine that any consideration paid by the Unaffiliated Investment Company to a Fund of Funds or a Fund of Funds Affiliate in connection with any services or transactions: (a) Is fair and reasonable in relation to the nature and quality of the services and benefits received by the Unaffiliated Investment Company; (b) is within the range of consideration that the Unaffiliated Investment Company would be required to pay to another unaffiliated entity in connection with the same services or transactions; and (c) does not involve overreaching on the part of any person concerned. This condition does not apply with respect to any services or transactions between an Unaffiliated Investment Company and its investment adviser(s) or any person controlling, controlled by, or under common control with such investment adviser(s). 5. No Fund of Funds or Fund of Funds Affiliate (except to the extent it is acting in its capacity as an investment adviser to an Unaffiliated Investment Company or sponsor to an Unaffiliated Trust) will cause an Unaffiliated Fund to purchase a security in any Affiliated Underwriting. 6. The Board of an Unaffiliated Investment Company, including a majority of the Independent Trustees, will adopt procedures reasonably designed to monitor any purchases of securities by the Unaffiliated Investment Company in an Affiliated Underwriting once an investment by a Fund of Funds in the securities of the Unaffiliated Investment Company exceeds the limit of section 12(d)(1)(A)(i) of the Act, including any purchases made directly from an Underwriting Affiliate. The Board of the Unaffiliated Investment Company will review these purchases periodically, but no less frequently than annually, to determine whether the purchases were influenced by the investment by the Fund of Funds in the Unaffiliated Investment Company. The Board of the Unaffiliated Investment Company will consider, among other things: (a) Whether the purchases were consistent with the investment objectives and policies of the PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 15061 Unaffiliated Investment Company; (b) how the performance of securities purchased in an Affiliated Underwriting compares to the performance of comparable securities purchased during a comparable period of time in underwritings other than Affiliated Underwritings or to a benchmark such as a comparable market index; and (c) whether the amount of securities purchased by the Unaffiliated Investment Company in Affiliated Underwritings and the amount purchased directly from an Underwriting Affiliate have changed significantly from prior years. The Board of the Unaffiliated Investment Company will take any appropriate actions based on its review, including, if appropriate, the institution of procedures designed to assure that purchases of securities in Affiliated Underwritings are in the best interests of shareholders. 7. Each Unaffiliated Investment Company shall maintain and preserve permanently in an easily accessible place a written copy of the procedures described in the preceding condition, and any modifications to such procedures, and shall maintain and preserve for a period not less than six years from the end of the fiscal year in which any purchase in an Affiliated Underwriting occurred, the first two years in an easily accessible place, a written record of each purchase of securities in an Affiliated Underwriting once an investment by a Fund of Funds in the securities of an Unaffiliated Investment Company exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth: (a) The party from whom the securities were acquired, (b) the identity of the underwriting syndicate’s members, (c) the terms of the purchase, and (d) the information or materials upon which the determinations of the Board of the Unaffiliated Investment Company were made. 8. Prior to its investment in shares of an Unaffiliated Investment Company in excess of the limit in section 12(d)(1)(A)(i) of the Act, the Fund of Funds and the Unaffiliated Investment Company will execute a Participation Agreement stating, without limitation, that their Boards and their investment advisers understand the terms and conditions of the order and agree to fulfill their responsibilities under the order. At the time of its investment in shares of an Unaffiliated Investment Company in excess of the limit in section 12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated Investment Company of the investment. At such time, the Fund of Funds will also transmit to the Unaffiliated Investment E:\FR\FM\08MRN1.SGM 08MRN1 mstockstill on DSK4VPTVN1PROD with NOTICES 15062 Federal Register / Vol. 78, No. 46 / Friday, March 8, 2013 / Notices Company a list of the names of each Fund of Funds Affiliate and Underwriting Affiliate. The Fund of Funds will notify the Unaffiliated Investment Company of any changes to the list of the names as soon as reasonably practicable after a change occurs. The Unaffiliated Investment Company and the Fund of Funds will maintain and preserve a copy of the order, the Participation Agreement, and the list with any updated information for the duration of the investment and for a period of not less than six years thereafter, the first two years in an easily accessible place. 9. Before approving any advisory contract under section 15 of the Act, the Board of each Fund of Funds, including a majority of the Independent Trustees, shall find that the advisory fees charged under such advisory contract are based on services provided that are in addition to, rather than duplicative of, services provided under the advisory contract(s) of any Underlying Fund in which the Fund of Funds may invest. Such finding and the basis upon which the finding was made will be recorded fully in the minute books of the appropriate Fund of Funds. 10. A Fund of Funds Adviser will waive fees otherwise payable to it by a Fund of Funds in an amount at least equal to any compensation (including fees received pursuant to any plan adopted by an Unaffiliated Investment Company under rule 12b–1 under the Act) received from an Unaffiliated Fund by the Fund of Funds Adviser, or an affiliated person of the Fund of Funds Adviser, other than any advisory fees paid to the Fund of Funds Adviser or its affiliated person by an Unaffiliated Investment Company, in connection with the investment by the Fund of Funds in the Unaffiliated Fund. Any Subadviser will waive fees otherwise payable to the Subadviser, directly or indirectly, by the Fund of Funds in an amount at least equal to any compensation received by the Subadviser, or an affiliated person of the Subadviser, from an Unaffiliated Fund, other than any advisory fees paid to the Subadviser or its affiliated person by an Unaffiliated Investment Company, in connection with the investment by the Fund of Funds in the Unaffiliated Fund made at the direction of the Subadviser. In the event that a Subadviser waives fees, the benefit of the waiver will be passed through to the applicable Fund of Funds. 11. No Underlying Fund will acquire securities of any other investment company or company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the limits contained in section VerDate Mar<15>2010 18:44 Mar 07, 2013 Jkt 229001 12(d)(1)(A) of the Act, except to the extent that such Underlying Fund: (a) Acquires such securities in compliance with section 12(d)(1)(E) of the Act and either is an Affiliated Fund or is in the same ‘‘group of investment companies,’’ as defined in section 12(d)(1)(G)(ii) of the Act, as its corresponding master fund; (b) receives securities of another investment company as a dividend or as a result of a plan of reorganization of a company (other than a plan devised for the purpose of evading section 12(d)(1) of the Act); or (c) Acquires (or is deemed to have acquired) securities of another investment company pursuant to exemptive relief from the Commission permitting such Underlying Fund to (i) acquire securities of one or more investment companies for short-term cash management purposes, or (ii) engage in interfund borrowing and lending transactions. 12. Any sales charges and/or service fees charged with respect to shares of a Fund of Funds will not exceed the limits applicable to fund of funds set forth in NASD Conduct Rule 2830. Other Investments by Same Group Investing Funds Applicants agree that the relief to permit Same Group Investing Funds to invest in Other Investments shall be subject to the following condition: 13. Applicants will comply with all provisions of rule 12d1–2 under the Act, except for paragraph (a)(2) to the extent that it restricts any Same Group Investing Fund from investing in Other Investments as described in the application. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–05423 Filed 3–7–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30413; 812–14003] Cohen & Steers Real Assets Fund, Inc., et al.; Notice of Application March 4, 2013. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act, as well as from certain disclosure requirements. AGENCY: PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 SUMMARY OF THE APPLICATION: Applicants request an order that would permit them to enter into and materially amend subadvisory agreements without shareholder approval and would grant relief from certain disclosure requirements. APPLICANTS: Cohen & Steers Real Assets Fund, Inc. (the ‘‘Corporation’’), Cohen & Steers Real Assets Fund, Ltd. (the ‘‘Subsidiary’’), and Cohen & Steers Capital Management, Inc. (‘‘Cohen & Steers’’ or the ‘‘Advisor’’). DATES: Filing Dates: The application was filed on January 30, 2012, and amended on July 13, 2012, October 4, 2012, and February 6, 2013. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on March 28, 2013, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants: the Corporation and the Advisor, 280 Park Avenue, 10th floor, New York, NY 10017; the Subsidiary, Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands KY1–1104. FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at (202) 551–6826, or Jennifer L. Sawin, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or an applicant using the Company name box, at http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. SUPPLEMENTARY INFORMATION: Applicants’ Representations 1. The Corporation is a Maryland corporation registered under the Act as E:\FR\FM\08MRN1.SGM 08MRN1

Agencies

[Federal Register Volume 78, Number 46 (Friday, March 8, 2013)]
[Notices]
[Pages 15057-15062]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-05423]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30412; File No. 812-14065]


The Advisors' Inner Circle Fund, et al.; Notice of Application

March 4, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 12(d)(1)(J) 
of the Investment Company Act of 1940 (the ``Act'') for an exemption 
from sections 12(d)(1)(A) and (B) of the Act, under sections 6(c) and 
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the 
Act, and under section 6(c) of the Act for an exemption from rule 12d1-
2(a) under the Act.

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SUMMARY: Summary of the Application: The requested order would (a) 
permit certain registered open-end management investment companies that 
operate as ``funds of funds'' to acquire shares of certain registered 
open-end management investment companies and unit investment trusts 
(``UITs'') that are within and outside the same group of investment 
companies as the acquiring investment companies, and (b) permit funds 
of funds relying on rule 12d1-2 under the Act to invest in certain 
financial instruments.

Applicants: The Advisors' Inner Circle Fund (``AIC''), The Advisors' 
Inner Circle Fund II (``AIC II'') and Bishop Street Funds (``BSF'') 
(each a ``Trust'' and together, the ``Trusts''); and Citigroup First 
Investment Management Americas LLC (``Citigroup''), Cornerstone 
Advisors Inc.

[[Page 15058]]

(``Cornerstone''), PNC Capital Advisors, LLC (``PNC''), Frost 
Investment Advisors, LLC (``Frost''), GRT Capital Partners, L.L.C. 
(``GRT''), Abbot Downing Investment Advisors (``Abbot Downing''), and 
Bishop Street Capital Management (``BSCM'') (each a ``Fund of Funds 
Adviser'' and together, the ``Fund of Funds Advisers''); and SEI 
Investments Distribution Co. (the ``Distributor'').

Filing Dates: The application was filed on August 1, 2012, and amended 
on January 8, 2013.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on March 29, 2013, and should be accompanied by proof of service 
on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: c/
o Dianne M. Sulzbach, SEI Corporation, One Freedom Valley Drive, Oaks, 
PA 19456.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at 
(202) 551-6873, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. Each Trust, a Massachusetts business trust, is registered under 
the Act as an open-end management investment company. Each Trust is 
comprised of multiple series that pursue different investment 
objectives and principal investment strategies.\1\
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    \1\ Applicants request that the order apply to each existing and 
future series of the Trusts and to each existing and future 
registered open-end management investment company or series thereof 
which is advised by a Fund of Funds Adviser or any entity 
controlling, controlled by or under common control with the Fund of 
Funds Adviser and which is part of the same ``group of investment 
companies'' (as defined in section 12(d)(1)(G)(ii) of the Act), as 
the relevant Trust (each, a ``Fund'' and collectively, ``Funds''). 
All entities that currently intend to rely on the requested order 
are named as applicants. Any other entity that relies on the order 
in the future will comply with the terms and conditions of the 
application.
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    2. Citigroup, a Delaware limited liability company, is registered 
as an investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act'') and currently serves as investment adviser to 
certain series of AIC.\2\ Cornerstone, a Washington corporation, is 
registered as an investment adviser under the Advisers Act and 
currently serves as investment adviser to certain series of AIC.\3\ 
PNC, an indirect wholly owned subsidiary of The PNC Financial Services 
Group, Inc. is registered as an investment adviser under the Advisers 
Act and currently serves as investment adviser to one series of AIC.\4\ 
Frost, a Delaware limited liability company and a wholly owned non-
banking subsidiary of Frost Bank, is registered as an investment 
adviser under the Advisers Act and currently serves as investment 
adviser to certain series of AIC II.\5\ GRT, a Delaware limited 
liability company, is registered as an investment adviser under the 
Advisers Act and currently serves as investment adviser to certain 
series of AIC II.\6\ Abbot Downing, a department of Wells Fargo Bank, 
N.A., is registered as an investment adviser under the Advisers Act and 
currently serves as investment adviser to one series of AIC II.\7\ 
BSCM, a wholly-owned subsidiary of First Hawaiian Bank, is registered 
as an investment adviser under the Advisers Act and currently serves as 
investment adviser to certain series of BSF.\8\
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    \2\ Citigroup currently serves as investment adviser to the 
following series of AIC: the Citi Market Pilot 2020 Fund, Citi 
Market Pilot 2030 Fund, and Citi Market Pilot 2040 Fund.
    \3\ Cornerstone currently serves as investment adviser to the 
following series of AIC: Cornerstone Advisors Global Public Equity 
Fund, Cornerstone Advisors Income Opportunities Fund, Cornerstone 
Advisors Public Alternatives Fund, and Cornerstone Advisors Real 
Assets Fund.
    \4\ PNC currently serves as investment adviser to the following 
series of AIC: the United Association S&P 500 Index Fund.
    \5\ Frost currently serves as investment adviser to the 
following series of AIC II: the Frost Growth Equity Fund, Frost 
Dividend Value Equity Fund, Frost Strategic Balanced Fund, Frost 
Kempner Multi-Cap Deep Value Equity Fund, Frost Small Cap Equity 
Fund, Frost International Equity Fund, Frost Low Duration Bond Fund, 
Frost Total Return Bond Fund, Frost Municipal Bond Fund, Frost Low 
Duration Municipal Bond Fund, Frost Kempner Treasury and Income 
Fund, Frost LKCM Multi-Cap Equity Fund, Frost Mid Cap Equity Fund, 
Frost Diversified Strategies Fund, Frost Natural Resources Fund, 
Frost Credit Fund, and Frost Cinque Large Cap Buy-Write Equity Fund.
    \6\ GRT currently serves as investment adviser to the following 
series of AIC II: the GRT Value Fund and the GRT Absolute Return 
Fund.
    \7\ Abbot Downing currently serves as investment adviser to the 
following series of AIC II: the Clear River Fund.
    \8\ BSCM currently serves as investment adviser to the following 
series of BSF: The Bishop Street Strategic Growth Fund, Bishop 
Street Dividend Value Fund, Bishop Street High Grade Income Fund, 
and Bishop Street Hawaii Municipal Bond Fund.
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    3. The Distributor, a Pennsylvania corporation, is registered as a 
broker-dealer under the Securities Exchange Act of 1934 (the ``Exchange 
Act ''). The Distributor serves as principal underwriter and 
distributor for the shares of the Trusts' Funds.
    4. Applicants request an order to permit (a) a Fund that operates 
as a ``fund of funds'' (each a ``Fund of Funds'') to acquire shares of 
(i) registered open-end management investment companies that are not 
part of the same ``group of investment companies,'' within the meaning 
of section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds 
(``Unaffiliated Investment Companies'') and UITs that are not part of 
the same group of investment companies as the Fund of Funds 
(``Unaffiliated Trusts,'' together with the Unaffiliated Investment 
Companies, ``Unaffiliated Funds'') \9\ or (ii) registered open-end 
management companies or UITs that are part of the same ``group of 
investment companies, within the meaning of section 12(d)(1)(G) (ii) of 
the Act, as the Fund of Funds (collectively, ``Affiliated Funds,'' 
together with the Unaffiliated Funds, ``Underlying Funds'') \10\ and 
(b) each Underlying Fund, the Distributor or any principal underwriter 
for the Underlying Fund, and any broker or dealer registered under the 
Exchange

[[Page 15059]]

Act (``Broker'') to sell shares of the Underlying Fund to the Fund of 
Funds. Applicants also request an order under sections 6(c) and 17(b) 
of the Act to exempt applicants from section 17(a) to the extent 
necessary to permit Underlying Funds to sell their shares to Funds of 
Funds and redeem their shares from Funds of Funds.
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    \9\ Certain of the Unaffiliated Funds may be registered under 
the Act as either UITs or open-end management investment companies 
and have received exemptive relief to permit their shares to be 
listed and traded on a national securities exchange at negotiated 
prices (``ETFs'').
    \10\ Certain of the Underlying Funds currently pursue, or may in 
the future pursue, their investment objectives through a master-
feeder arrangement in reliance on section 12(d)(1)(E) of the Act. In 
accordance with condition 11, a Fund of Funds may not invest in an 
Underlying Fund that operates as a feeder fund unless the feeder 
fund is part of the same ``group of investment companies,'' as 
defined in section 12(d)(1)(G)(ii) of the Act, as its corresponding 
master fund or the Fund of Funds. If a Fund of Funds invests in an 
Affiliated Fund that operates as a feeder fund and the corresponding 
master fund is not within the same ``group of investment 
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as 
the Fund of Funds and Affiliated Fund, the master fund would be an 
Unaffiliated Fund for purposes of the application and its 
conditions.
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    5. Applicants also request an exemption under section 6(c) from 
rule 12d1-2 under the Act to permit any existing or future Fund that 
relies on section 12(d)(1)(G) of the Act (``Same Group Investing 
Fund'') and that otherwise complies with rule 12d1-2 to also invest, to 
the extent consistent with its investment objective, policies, 
strategies, and limitations, in financial instruments that may not be 
securities within the meaning of section 2(a)(36) of the Act (``Other 
Investments'').

Applicants' Legal Analysis

A. Investments in Underlying Funds--Section 12(d)(1)

    1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a 
registered investment company from acquiring shares of an investment 
company if the securities represent more than 3% of the total 
outstanding voting stock of the acquired company, more than 5% of the 
total assets of the acquiring company, or, together with the securities 
of any other investment companies, more than 10% of the total assets of 
the acquiring company. Section 12(d)(1)(B) of the Act prohibits a 
registered open-end investment company, its principal underwriter, and 
any Broker from selling the investment company's shares to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's total outstanding voting stock, 
or if the sale will cause more than 10% of the acquired company's total 
outstanding voting stock to be owned by investment companies generally.
    2. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt any person, security, or transaction, or any class or classes of 
persons, securities, or transactions, from any provision of section 
12(d)(1) if the exemption is consistent with the public interest and 
the protection of investors. Applicants seek an exemption under section 
12(d)(1)(J) of the Act to permit a Fund of Funds to acquire shares of 
the Underlying Funds in excess of the limits in section 12(d)(1)(A), 
and an Underlying Fund, the Distributor or any principal underwriter 
for an Underlying Fund, and any Broker to sell shares of an Underlying 
Fund to a Fund of Funds in excess of the limits in section 12(d)(1)(B) 
of the Act.
    3. Applicants state that the terms and conditions of the proposed 
arrangement will not give rise to the policy concerns underlying 
sections 12(d)(1)(A) and (B), which include concerns about undue 
influence by a fund of funds over underlying funds, excessive layering 
of fees, and overly complex fund structures. Accordingly, applicants 
believe that the requested exemption is consistent with the public 
interest and the protection of investors.
    4. Applicants believe that the proposed arrangement will not result 
in the exercise of undue influence by a Fund of Funds or a Fund of 
Funds Affiliate over the Unaffiliated Funds.\11\ To limit the control 
that a Fund of Funds may have over an Unaffiliated Fund, applicants 
propose a condition prohibiting a Fund of Funds Adviser, any person 
controlling, controlled by, or under common control with a Fund of 
Funds Adviser, and any investment company or issuer that would be an 
investment company but for section 3(c)(1) or 3(c)(7) of the Act that 
is advised or sponsored by a Fund of Funds Adviser or any person 
controlling, controlled by, or under common control with a Fund of 
Funds Adviser (the ``Advisory Group'') from controlling (individually 
or in the aggregate) an Unaffiliated Fund within the meaning of section 
2(a)(9) of the Act. The same prohibition would apply to any other 
investment adviser within the meaning of section 2(a)(20)(B) of the Act 
to a Fund of Funds (``Subadviser''), any person controlling, controlled 
by, or under common control with the Subadviser, and any investment 
company or issuer that would be an investment company but for section 
3(c)(1) or 3(c)(7) of the Act (or portion of such investment company or 
issuer) advised or sponsored by the Subadviser or any person 
controlling, controlled by, or under common control with the Subadviser 
(the ``Subadvisory Group''). Applicants propose other conditions to 
limit the potential for undue influence over the Unaffiliated Funds, 
including that no Fund of Funds or Fund of Funds Affiliate (except to 
the extent it is acting in its capacity as an investment adviser to an 
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust) 
will cause an Unaffiliated Fund to purchase a security in an offering 
of securities during the existence of any underwriting or selling 
syndicate of which a principal underwriter is an Underwriting Affiliate 
(``Affiliated Underwriting''). An ``Underwriting Affiliate'' is a 
principal underwriter in any underwriting or selling syndicate that is 
an officer, director, trustee, advisory board member, investment 
adviser, Subadviser, or employee of the Fund of Funds, or a person of 
which any such officer, director, trustee, member of an advisory board, 
investment adviser, Subadviser, or employee is an affiliated person. An 
Underwriting Affiliate does not include any person whose relationship 
to an Unaffiliated Fund is covered by section 10(f) of the Act.
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    \11\ A ``Fund of Funds Affiliate'' is any Fund of Funds Adviser, 
any Subadviser (as defined below), promoter, or principal 
underwriter of a Fund of Funds, as well as any person controlling, 
controlled by, or under common control with any of those entities. 
An ``Unaffiliated Fund Affiliate'' is an investment adviser, 
sponsor, promoter, or principal underwriter of an Unaffiliated Fund, 
as well as any person controlling, controlled by, or under common 
control with any of those entities.
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    5. To further assure that an Unaffiliated Investment Company 
understands the implications of an investment by a Fund of Funds under 
the requested order, prior to a Fund of Funds' investment in the shares 
of an Unaffiliated Investment Company in excess of the limit in section 
12(d)(1)(A)(i) of the Act, the Fund of Funds and the Unaffiliated 
Investment Company will execute an agreement stating, without 
limitation, that their respective board of directors or trustees (for 
any entity, the ``Board'') and their investment advisers understand the 
terms and conditions of the order and agree to fulfill their 
responsibilities under the order (``Participation Agreement''). 
Applicants note that an Unaffiliated Investment Company (other than an 
ETF whose shares are purchased by a Fund of Funds in the secondary 
market) will retain its right at all times to reject any investment by 
a Fund of Funds.\12\
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    \12\ An Unaffiliated Investment Company, including an ETF, would 
retain its right to reject any initial investment by a Fund of Funds 
in excess of the limit in section 12(d)(1)(A)(i) of the Act by 
declining to execute the Participation Agreement with the Fund of 
Funds.
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    6. Applicants state that they do not believe that the proposed 
arrangement will involve excessive layering of fees. The Board of each 
Fund of Funds, including a majority of the trustees who are not 
``interested persons'' (within the meaning of section 2(a)(19) of the 
Act) (``Independent Trustees''), will find that the advisory fees 
charged under investment advisory or management contract(s) are based 
on services provided that will be in addition to, rather than 
duplicative of, the services provided under such advisory contract(s) 
of any Underlying Fund in which the Fund of Funds may invest. In 
addition, a Fund of Funds Adviser will

[[Page 15060]]

waive fees otherwise payable to it by a Fund of Funds in an amount at 
least equal to any compensation (including fees received pursuant to 
any plan adopted by an Unaffiliated Investment Company under rule 12b-1 
under the Act) received from an Unaffiliated Fund by the Fund of Funds 
Adviser or an affiliated person of the Fund of Funds Adviser, other 
than any advisory fees paid to the Adviser or its affiliated person by 
an Unaffiliated Investment Company, in connection with the investment 
by the Fund of Funds in the Unaffiliated Fund. Any sales charges and/or 
service fees charged with respect to shares of the Fund of Funds will 
not exceed the limits applicable to a fund of funds as set forth in 
Rule 2830 of the Conduct Rules of the NASD (``NASD Conduct Rule 
2830'').\13\
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    \13\ Any references to NASD Conduct Rule 2830 include any 
successor or replacement rule of FINRA to NASD Conduct Rule 2830.
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    7. Applicants submit that the proposed arrangement will not create 
an overly complex fund structure. Applicants note that no Underlying 
Fund will acquire securities of any investment company or company 
relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the 
limits contained in section 12(d)(1)(A) of the Act, except in certain 
circumstances identified in condition 11 below.

B. Section 17(a)

    1. Section 17(a) of the Act generally prohibits sales or purchases 
of securities between a registered investment company and any 
affiliated person of the company. Section 2(a)(3) of the Act defines an 
``affiliated person'' of another person to include (a) any person 
directly or indirectly owning, controlling, or holding with power to 
vote, 5% or more of the outstanding voting securities of the other 
person; (b) any person 5% or more of whose outstanding voting 
securities are directly or indirectly owned, controlled, or held with 
power to vote by the other person; and (c) any person directly or 
indirectly controlling, controlled by, or under common control with the 
other person.
    2. Applicants state that a Fund of Funds and the Affiliated Funds 
managed by the same Adviser might be deemed to be under common control 
of the Fund of Funds Adviser and therefore affiliated persons of one 
another. Applicants also state that the Fund of Funds and the 
Unaffiliated Funds might be deemed to be affiliated persons of one 
another if the Fund of Funds acquires 5% or more of an Unaffiliated 
Fund's outstanding voting securities. In light of these and other 
possible affiliations, section 17(a) could prevent an Underlying Fund 
from selling shares to and redeeming shares from a Fund of Funds.
    3. Section 17(b) of the Act authorizes the Commission to grant an 
order permitting a transaction otherwise prohibited by section 17(a) if 
it finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act. Section 
6(c) of the Act permits the Commission to exempt any persons or 
transactions from any provision of the Act if such exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.
    4. Applicants submit that the proposed transactions satisfy the 
standards for relief under sections 17(b) and 6(c) of the Act.\14\ 
Applicants state that the terms of the transactions are reasonable and 
fair and do not involve overreaching. Applicants state that the terms 
upon which an Underlying Fund will sell its shares to or purchase its 
shares from a Fund of Funds will be based on the net asset value of the 
Underlying Fund.\15\ Applicants state that the proposed transactions 
will be consistent with the policies of each Fund of Funds and each 
Underlying Fund and with the general purposes of the Act.
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    \14\ Applicants acknowledge that receipt of any compensation by 
(a) an affiliated person of a Fund of Funds, or an affiliated person 
of such person, for the purchase by a Fund of Funds of shares of an 
Underlying Fund or (b) an affiliated person of an Underlying Fund, 
or an affiliated person of such person, for the sale by the 
Underlying Fund of its shares to a Fund of Funds may be prohibited 
by section 17(e)(1) of the Act. The Participation Agreement also 
will include this acknowledgement.
    \15\ To the extent purchases and sales of shares of an ETF occur 
in the secondary market (and not through principal transactions 
directly between a Fund of Funds and an ETF), relief from section 
17(a) of the Act would not be necessary. The requested relief is 
intended to cover, however, transactions directly between ETFs and a 
Fund of Funds. Applicants are not seeking relief from section 17(a) 
of the Act for, and the requested relief will not apply to, 
transactions where an ETF could be deemed an affiliated person, or 
an affiliated person of an affiliated person, of a Fund of Funds 
because the investment adviser to the ETF or an entity controlling, 
controlled by, or under common control with the investment adviser 
to the ETF, also is an investment adviser to the Fund of Funds.
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C. Other Investments by Same Group Investing Funds

    1. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) The acquiring company and acquired company 
are part of the same group of investment companies; (ii) the acquiring 
company holds only securities of acquired companies that are part of 
the same group of investment companies, government securities, and 
short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end management investment companies or registered unit 
investment trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    2. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (1) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other 
than securities issued by an investment company); and (3) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    3. Applicants state that the proposed arrangement would comply with 
the provisions of rule 12d1-2 under the Act, but for the fact that a 
Same Group Investing Fund may invest a portion of its assets in Other 
Investments. Applicants request an order under section 6(c) of the Act 
for an exemption from rule 12d1-2(a) to allow the Same Group Investing 
Funds to invest in Other Investments. Applicants assert that permitting 
Same Group Investing Funds to invest in Other Investments as described 
in the application would not raise any of the concerns that the 
requirements of section 12(d)(1) were designed to address.

[[Page 15061]]

    4. Consistent with its fiduciary obligations under the Act, the 
Board of each Same Group Investing Fund will review the advisory fees 
charged by the Same Group Investing Fund's investment adviser to ensure 
that they are based on services provided that are in addition to, 
rather than duplicative of, services provided pursuant to the advisory 
agreement of any investment company in which the Same Group Investing 
Fund may invest.

Applicants' Conditions

Investments by Funds of Funds in Underlying Funds

    Applicants agree that the relief to permit Funds of Funds to invest 
in Underlying Funds shall be subject to the following conditions:
    1. The members of an Advisory Group will not control (individually 
or in the aggregate) an Unaffiliated Fund within the meaning of section 
2(a)(9) of the Act. The members of a Subadvisory Group will not control 
(individually or in the aggregate) an Unaffiliated Fund within the 
meaning of section 2(a)(9) of the Act. If, as a result of a decrease in 
the outstanding voting securities of an Unaffiliated Fund, an Advisory 
Group or a Subadvisory Group, each in the aggregate, becomes a holder 
of more than 25 percent of the outstanding voting securities of the 
Unaffiliated Fund, then the Advisory Group or the Subadvisory Group 
will vote its shares of the Unaffiliated Fund in the same proportion as 
the vote of all other holders of the Unaffiliated Fund's shares. This 
condition will not apply to a Subadvisory Group with respect to an 
Unaffiliated Fund for which the Subadviser or a person controlling, 
controlled by, or under common control with the Subadviser acts as the 
investment adviser within the meaning of section 2(a)(20)(A) of the Act 
(in the case of an Unaffiliated Investment Company) or as the sponsor 
(in the case of an Unaffiliated Trust).
    2. No Fund of Funds or Fund of Funds Affiliate will cause any 
existing or potential investment by the Fund of Funds in shares of an 
Unaffiliated Fund to influence the terms of any services or 
transactions between the Fund of Funds or a Fund of Funds Affiliate and 
the Unaffiliated Fund or an Unaffiliated Fund Affiliate.
    3. The Board of each Fund of Funds, including a majority of the 
Independent Trustees, will adopt procedures reasonably designed to 
assure that its Fund of Funds Adviser and any Subadviser(s) to the Fund 
of Funds are conducting the investment program of the Fund of Funds 
without taking into account any consideration received by the Fund of 
Funds or Fund of Funds Affiliate from an Unaffiliated Fund or an 
Unaffiliated Fund Affiliate in connection with any services or 
transactions.
    4. Once an investment by a Fund of Funds in the securities of an 
Unaffiliated Investment Company exceeds the limit of section 
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Investment 
Company, including a majority of the Independent Trustees, will 
determine that any consideration paid by the Unaffiliated Investment 
Company to a Fund of Funds or a Fund of Funds Affiliate in connection 
with any services or transactions: (a) Is fair and reasonable in 
relation to the nature and quality of the services and benefits 
received by the Unaffiliated Investment Company; (b) is within the 
range of consideration that the Unaffiliated Investment Company would 
be required to pay to another unaffiliated entity in connection with 
the same services or transactions; and (c) does not involve 
overreaching on the part of any person concerned. This condition does 
not apply with respect to any services or transactions between an 
Unaffiliated Investment Company and its investment adviser(s) or any 
person controlling, controlled by, or under common control with such 
investment adviser(s).
    5. No Fund of Funds or Fund of Funds Affiliate (except to the 
extent it is acting in its capacity as an investment adviser to an 
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust) 
will cause an Unaffiliated Fund to purchase a security in any 
Affiliated Underwriting.
    6. The Board of an Unaffiliated Investment Company, including a 
majority of the Independent Trustees, will adopt procedures reasonably 
designed to monitor any purchases of securities by the Unaffiliated 
Investment Company in an Affiliated Underwriting once an investment by 
a Fund of Funds in the securities of the Unaffiliated Investment 
Company exceeds the limit of section 12(d)(1)(A)(i) of the Act, 
including any purchases made directly from an Underwriting Affiliate. 
The Board of the Unaffiliated Investment Company will review these 
purchases periodically, but no less frequently than annually, to 
determine whether the purchases were influenced by the investment by 
the Fund of Funds in the Unaffiliated Investment Company. The Board of 
the Unaffiliated Investment Company will consider, among other things: 
(a) Whether the purchases were consistent with the investment 
objectives and policies of the Unaffiliated Investment Company; (b) how 
the performance of securities purchased in an Affiliated Underwriting 
compares to the performance of comparable securities purchased during a 
comparable period of time in underwritings other than Affiliated 
Underwritings or to a benchmark such as a comparable market index; and 
(c) whether the amount of securities purchased by the Unaffiliated 
Investment Company in Affiliated Underwritings and the amount purchased 
directly from an Underwriting Affiliate have changed significantly from 
prior years. The Board of the Unaffiliated Investment Company will take 
any appropriate actions based on its review, including, if appropriate, 
the institution of procedures designed to assure that purchases of 
securities in Affiliated Underwritings are in the best interests of 
shareholders.
    7. Each Unaffiliated Investment Company shall maintain and preserve 
permanently in an easily accessible place a written copy of the 
procedures described in the preceding condition, and any modifications 
to such procedures, and shall maintain and preserve for a period not 
less than six years from the end of the fiscal year in which any 
purchase in an Affiliated Underwriting occurred, the first two years in 
an easily accessible place, a written record of each purchase of 
securities in an Affiliated Underwriting once an investment by a Fund 
of Funds in the securities of an Unaffiliated Investment Company 
exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth: 
(a) The party from whom the securities were acquired, (b) the identity 
of the underwriting syndicate's members, (c) the terms of the purchase, 
and (d) the information or materials upon which the determinations of 
the Board of the Unaffiliated Investment Company were made.
    8. Prior to its investment in shares of an Unaffiliated Investment 
Company in excess of the limit in section 12(d)(1)(A)(i) of the Act, 
the Fund of Funds and the Unaffiliated Investment Company will execute 
a Participation Agreement stating, without limitation, that their 
Boards and their investment advisers understand the terms and 
conditions of the order and agree to fulfill their responsibilities 
under the order. At the time of its investment in shares of an 
Unaffiliated Investment Company in excess of the limit in section 
12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated Investment 
Company of the investment. At such time, the Fund of Funds will also 
transmit to the Unaffiliated Investment

[[Page 15062]]

Company a list of the names of each Fund of Funds Affiliate and 
Underwriting Affiliate. The Fund of Funds will notify the Unaffiliated 
Investment Company of any changes to the list of the names as soon as 
reasonably practicable after a change occurs. The Unaffiliated 
Investment Company and the Fund of Funds will maintain and preserve a 
copy of the order, the Participation Agreement, and the list with any 
updated information for the duration of the investment and for a period 
of not less than six years thereafter, the first two years in an easily 
accessible place.
    9. Before approving any advisory contract under section 15 of the 
Act, the Board of each Fund of Funds, including a majority of the 
Independent Trustees, shall find that the advisory fees charged under 
such advisory contract are based on services provided that are in 
addition to, rather than duplicative of, services provided under the 
advisory contract(s) of any Underlying Fund in which the Fund of Funds 
may invest. Such finding and the basis upon which the finding was made 
will be recorded fully in the minute books of the appropriate Fund of 
Funds.
    10. A Fund of Funds Adviser will waive fees otherwise payable to it 
by a Fund of Funds in an amount at least equal to any compensation 
(including fees received pursuant to any plan adopted by an 
Unaffiliated Investment Company under rule 12b-1 under the Act) 
received from an Unaffiliated Fund by the Fund of Funds Adviser, or an 
affiliated person of the Fund of Funds Adviser, other than any advisory 
fees paid to the Fund of Funds Adviser or its affiliated person by an 
Unaffiliated Investment Company, in connection with the investment by 
the Fund of Funds in the Unaffiliated Fund. Any Subadviser will waive 
fees otherwise payable to the Subadviser, directly or indirectly, by 
the Fund of Funds in an amount at least equal to any compensation 
received by the Subadviser, or an affiliated person of the Subadviser, 
from an Unaffiliated Fund, other than any advisory fees paid to the 
Subadviser or its affiliated person by an Unaffiliated Investment 
Company, in connection with the investment by the Fund of Funds in the 
Unaffiliated Fund made at the direction of the Subadviser. In the event 
that a Subadviser waives fees, the benefit of the waiver will be passed 
through to the applicable Fund of Funds.
    11. No Underlying Fund will acquire securities of any other 
investment company or company relying on section 3(c)(1) or 3(c)(7) of 
the Act in excess of the limits contained in section 12(d)(1)(A) of the 
Act, except to the extent that such Underlying Fund: (a) Acquires such 
securities in compliance with section 12(d)(1)(E) of the Act and either 
is an Affiliated Fund or is in the same ``group of investment 
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as its 
corresponding master fund; (b) receives securities of another 
investment company as a dividend or as a result of a plan of 
reorganization of a company (other than a plan devised for the purpose 
of evading section 12(d)(1) of the Act); or (c) Acquires (or is deemed 
to have acquired) securities of another investment company pursuant to 
exemptive relief from the Commission permitting such Underlying Fund to 
(i) acquire securities of one or more investment companies for short-
term cash management purposes, or (ii) engage in interfund borrowing 
and lending transactions.
    12. Any sales charges and/or service fees charged with respect to 
shares of a Fund of Funds will not exceed the limits applicable to fund 
of funds set forth in NASD Conduct Rule 2830.

Other Investments by Same Group Investing Funds

    Applicants agree that the relief to permit Same Group Investing 
Funds to invest in Other Investments shall be subject to the following 
condition:
    13. Applicants will comply with all provisions of rule 12d1-2 under 
the Act, except for paragraph (a)(2) to the extent that it restricts 
any Same Group Investing Fund from investing in Other Investments as 
described in the application.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-05423 Filed 3-7-13; 8:45 am]
BILLING CODE 8011-01-P