

[Federal Register: August 6, 2007 (Volume 72, Number 150)]
[Notices]               
[Page 43672-43673]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr06au07-75]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27919; 812-13383]

 
DWS Advisor Funds, et al.; Notice of Application

July 31, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to supercede an existing order under 
section 12(d)(1)(J) of the Investment Company Act of 1940 (the ``Act'') 
granting an exemption from section 12(d)(1)(G)(i)(II) of the Act.

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    Summary of Application: Applicants request an order to supercede an 
existing order that permits funds of funds relying on section 
12(d)(1)(G) of the Act to invest in securities and other financial 
instruments, to include investments in certain other registered 
investment companies and to add new applicants.
    Applicants: DWS Investments Trust (formerly Morgan Grenfell 
Investment Trust) (``Original Trust''); DWS Advisor Funds; DWS 
Allocation Series; DWS Blue Chip Fund; DWS Communications Fund, Inc.; 
DWS Equity Partners Fund, Inc.; DWS Equity Trust; DWS Global/
International Fund, Inc.; DWS High Income Series; DWS Income Trust; DWS 
Institutional Funds; DWS International Fund, Inc.; DWS Investment 
Trust; DWS Investments VIT Funds; DWS Investors Funds, Inc.; DWS Money 
Funds; DWS Money Market Trust; DWS Mutual Funds, Inc.; DWS Portfolio 
Trust; DWS Securities Trust; DWS Strategic Income Fund; DWS Target 
Fund; DWS Technology Fund; DWS U.S. Government Securities Fund; DWS 
Value Builder Fund, Inc.; DWS Value Equity Trust; DWS Value Series, 
Inc.; DWS Variable Series I and DWS Variable Series II (collectively 
the ``New Funds'') and Deutsche Investment Management Americas, Inc. 
(``DIMA,'' together with the New Funds, the ``New Applicants'') 
(collectively with the Original Trust, the ``Applicants'').
    Filing Dates: The application was filed on May 9, 2007 and amended 
on July 24, 2007. Applicants have agreed to file an amendment during 
the notice period, the substance of which is reflected in this notice.
    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 August 24, 2007 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 reasons 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: Secretary, Commission, 100 F. Street, NE., Washington, DC 
20549-1090. Applicants, Deutsche Investment Management Americas, Inc., 
Two International Place, Boston, Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel at (202) 
551-6876, or Nadya Roytblat, Assistant Director, 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 for a fee from 
the Commission's Public Reference Branch, 100 F. Street, NE., 
Washington, DC 20549-0102 (telephone (202) 551-5850).

Applicants' Representations

    1. The Original Trust, which is registered under the Act as an 
open-end

[[Page 43673]]

management investment company and organized as a Massachusetts business 
trust, received an order (``Existing Order'') permitting certain series 
of the Original Trust that operate as ``funds of funds'' in reliance on 
section 12(d)(1)(G) of the Act to invest directly in other securities 
and financial instruments (``Other Investments'').\1\ The Existing 
Order excluded shares of any registered investment companies outside of 
the Original Trust's group of investment companies from Other 
Investments.
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    \1\ Morgan Grenfell Investment Trust et al., Investment Company 
Act Release Nos. 25063 (July 13, 2001) (notice) and 25105 (August 9, 
2001) (order).
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    2. Each New Trust is organized as a Massachusetts business trust or 
a Maryland corporation and is registered as an open-end management 
investment company under the Act. DIMA, an investment adviser 
registered under the Investment Advisers Act of 1940, serves as 
investment adviser to the New Funds and to the Original Trust.
    3. Applicants request that the relief also apply to any other 
existing or future registered open-end management investment company or 
series thereof advised by DIMA or any entity controlling, controlled 
by, or under common control with DIMA (``Upper Tier Funds''). Any 
registered open-end management investment company (or series thereof) 
whose shares are purchased by an Upper Tier Fund, 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 Upper Tier Fund is referred to as 
``DWS Underlying Fund.'' \2\
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    \2\ All existing Upper Tier Funds and DWS Underlying Funds 
currently intending to rely on the requested order are named as 
applicants, and any other entity that relies on the order in the 
future will do so only in accordance with the terms and conditions 
of the application.
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    4. Applicants propose that, in addition to DWS Underlying Funds and 
Other Investments, Upper Tier Funds be permitted to invest in 
securities of ``Unaffiliated ETFs'' either within the limits of 
sections 12(d)(1)(A) and (B) of the Act or in excess of those limits in 
reliance on exemptive orders obtained by such ``Unaffiliated ETFs.'' 
``Unaffiliated ETFs'' are open-end management investment companies or 
unit investment trusts registered under the Act that operate as 
exchange-traded funds and are not part of the same group of investment 
companies as the Upper Tier Fund.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies.
    2. 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 the 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 Securities Exchange Act of 1934 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). Applicants state that the proposed arrangement would comply with 
the provisions of section 12(d)(1)(G), but for the fact that an Upper 
Tier Fund's investments will include shares of one or more DWS 
Underlying Funds as well as Other Investments and Unaffiliated ETFs.
    3. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt persons or transactions from any provision of section 12(d)(1) 
if, and to the extent that, the exemption is consistent with the public 
interest and the protection of investors. Applicants request an order 
under section 12(d)(1)(J) exempting them from section 
12(d)(1)(G)(i)(II). Applicant state that investments in securities of 
Unaffiliated ETFs in excess of the limits of sections 12(d)(1)(A) and 
(B) would be subject to all of the terms and conditions contained in 
exemptive orders obtained by such Unaffiliated ETFs. Applicants 
therefore assert that the ability of each Upper Tier Fund to invest in 
securities of Unaffiliated ETFs would not give rise to any of the 
concerns that the prohibitions of sections 12(d)(1)(A) and (B) or the 
requirements of section 12(d)(1)(G) were designed to address.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
supercede the Existing Order and will be subject to the following 
conditions:
    1. Applicants will comply with all provisions of section 
12(d)(1)(G) of the Act, except for section 12(d)(1)(G)(i)(II) to the 
extent that it restricts an Upper Tier Fund from investing in Other 
Investments and Unaffiliated ETFs, as described in the application.
    2. Before approving any advisory contract under section 15 of the 
Act, the board of directors or trustees of each Upper Tier Fund, 
including a majority of the disinterested board members, will find that 
the advisory fees, if any, charged under such contract are based on 
services provided that are in addition to, rather than duplicative of, 
services provided pursuant to any DWS Underlying Fund's or Unaffiliated 
ETF's advisory contract. Such finding, and the basis upon which the 
finding was made, will be recorded fully in the minute books of the 
Upper Tier Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-15180 Filed 8-3-07; 8:45 am]

BILLING CODE 8010-01-P
