
[Federal Register: March 4, 2009 (Volume 74, Number 41)]
[Notices]               
[Page 9438-9442]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04mr09-92]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28637; 812-13541]

 
DFA Investment Dimensions Group Inc., et al.; Notice of 
Application

February 26, 2009.
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 exemption from 
sections 12(d)(1)(A) and (B) of the Act and under sections 6(c) and 
17(b) of the Act for an exemption from section 17(a) of the Act.

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Summary of the Application: The order would permit certain management 
investment companies and unit investment trusts registered under the 
Act to acquire shares of certain open-end management investment 
companies or unit investment trusts registered under the Act that are 
outside of the same group of investment companies as the acquiring 
investment companies.

Applicants: DFA Investment Dimensions Group Inc. (``DFAIDG''), 
Dimensional Emerging Markets Value Fund Inc. (``DEM''), Dimensional 
Investment Group Inc. (``DIG''), and The DFA Investment Trust Company 
(``DFAITC,'' and together with DFAIDG, DEM, and DIG, the ``Trusts'') 
and Dimensional Fund Advisors LP (``Advisor'').

Filing Dates: The application was filed on June 11, 2008, and amended 
on December 8, 2008. 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 March 23, 2009, 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: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-

[[Page 9439]]

1090; Applicants, 2901 Via Fortuna, Terrace V, Floor 2, Austin, TX 
78746.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Attorney Adviser, at 
(202) 551-6819, 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 for a fee at the 
Public Reference Desk, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington DC 20549-0102 (telephone (202) 551-5850).

Applicants' Representations

    1. The Trusts are open-end management investment companies 
registered under the Act and are each comprised of separate series 
(each, a ``Fund'' and collectively the ``Funds'') that pursue distinct 
investment objectives and strategies. Each of DFAIDG, DEM, and DIG is 
organized as a Maryland corporation. DFAITC is organized as a Delaware 
statutory trust. Certain Funds pursue their investment objectives 
through a master-feeder arrangement in reliance on section 12(d)(1)(E) 
of the Act.\1\ The Advisor is a Delaware limited partnership and is 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (``Advisers Act'').\2\ The Advisor serves as investment adviser 
to those Funds that invest directly in portfolio securities.
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    \1\ A Fund of Funds (as defined below) may not invest in a Fund 
that serves as a feeder Fund unless the feeder Fund is part of the 
same group of investment companies as its corresponding master fund.
    \2\ All references to the term ``Advisor'' herein include 
successors-in-interest to the Advisor. Successors-in-interest are 
limited to any entity resulting from a reorganization of the Advisor 
into another jurisdiction or a change in the type of business 
organization.
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    2. Applicants request relief to permit registered management 
investment companies (``Investing Management Companies'') and 
registered unit investment trusts (``Investing Trusts,'' and together 
with the Investing Management Companies, ``Funds of Funds'') 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 Trusts, to 
acquire shares of the Funds in excess of the limits in section 
12(d)(1)(A) of the Act, and to permit a Fund, any principal underwriter 
for a Fund, and any broker or dealer registered under the Securities 
Exchange Act of 1934 (``Broker'') to sell shares of a Fund to a Fund of 
Funds in excess of the limits of section 12(d)(1)(B) of the Act. 
Applicants request that the relief apply to: (1) Each open-end 
management investment company or unit investment trust registered under 
the Act that currently or subsequently is part of the same ``group of 
investment companies,'' within the meaning of section 12(d)(1)(G)(ii) 
of the Act, as the Trusts and is advised or sponsored by the Advisor or 
any entity controlling, controlled by, or under common control with the 
Advisor (such open-end management investment companies are referred to 
as ``Open-end Funds;'' such unit investment trusts are referred to as 
``UIT Funds;'' and both Open-end Funds and UIT Funds are included in 
the term ``Funds''); (2) each Fund of Funds that enters into a 
Participation Agreement (as defined below) with a Fund to purchase 
shares of the Funds; and (3) any principal underwriter to a Fund or 
Broker selling shares of a Fund.\3\
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    \3\ 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. A Fund of Funds may rely on the requested order only to 
invest in the Funds and not in any other registered investment 
company.
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    3. Each Investing Management Company will be advised by an 
investment adviser within the meaning of section 2(a)(20)(A) of the Act 
and registered as an investment advisor under the Advisers Act (``Fund 
of Funds Adviser''). A Fund of Funds Adviser may contract with an 
investment adviser which meets the definition of section 2(a)(20)(B) of 
the Act (a ``Subadviser''). Any Subadviser will be registered as an 
investment adviser under the Advisers Act. Each Investing Trust will 
have a sponsor (``Sponsor''). Applicants represent that to ensure that 
Funds of Funds comply with the terms and conditions of the requested 
relief, a Fund of Funds must enter into a participation agreement 
between a Trust, on behalf of the relevant Funds, and the Fund of Funds 
(``Participation Agreement'') before investing in a Fund beyond the 
limits imposed by section 12(d)(1)(A). The Participation Agreement will 
require the Fund of Funds to adhere to the terms and conditions of the 
requested order. The Participation Agreement will include an 
acknowledgment from the Fund of Funds that it may rely on the requested 
order only to invest in the Funds and not in any other registered 
investment company.
    4. Applicants state that the Funds will offer Funds of Funds simple 
and efficient investment vehicles to achieve their asset allocation or 
diversification objectives. Applicants state that the Funds also 
provide high quality, professional investment program alternatives to 
Funds of Funds that do not have sufficient assets to operate comparable 
funds.

Applicants' Legal Analysis

A. 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 voting stock, or if the sale 
will cause more than 10% of the acquired company's 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 Funds of Funds to acquire shares of 
the Funds in excess of the limits in section 12(d)(1)(A) of the Act, 
and a Fund, any principal underwriter for a Fund and any Broker to sell 
shares of a Fund to a Fund of Funds in excess of the limits of section 
12(d)(1)(B) of the Act.
    3. Applicants state that the proposed arrangement and conditions 
will adequately address the concerns underlying the applicable limits 
in sections 12(d)(1)(A) and (B) of the Act, 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 neither a Fund of Funds nor a Fund of 
Funds Affiliate would be able to exert undue

[[Page 9440]]

influence over the Funds.\4\ To limit the control that a Fund of Funds 
may have over a Fund, applicants propose a condition prohibiting the 
Fund of Funds Adviser or Sponsor, any person controlling, controlled 
by, or under common control with the Fund of Funds Adviser or Sponsor, 
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 the Fund of Funds Adviser or Sponsor, or any person 
controlling, controlled by, or under common control with the Fund of 
Funds Adviser or Sponsor (``Fund of Funds Advisory Group'') from 
controlling (individually or in the aggregate) a Fund within the 
meaning of section 2(a)(9) of the Act. The same prohibition would apply 
to each 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 (``Subadviser 
Group''). Applicants propose other conditions to limit the potential 
for undue influence over the 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 Open-end Fund or sponsor to a 
UIT Fund) will cause a Fund to purchase a security in an offering of 
securities during the existence of an 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, member of an advisory board, Fund of Funds 
Adviser, Subadviser, Sponsor, or employee of the Fund of Funds, or a 
person of which any such officer, director, member of an advisory 
board, Fund of Funds Adviser, Subadviser, Sponsor or employee is an 
affiliated person; however any person whose relationship to a Fund is 
covered by section 10(f) of the Act is not an Underwriting Affiliate.
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    \4\ A ``Fund of Funds Affiliate'' is defined as a Fund of Funds 
Adviser, Subadviser, Sponsor, promoter, or a principal underwriter 
of a Fund of Funds, and any person controlling, controlled by, or 
under common control with any of those entities. A ``Fund 
Affiliate'' is defined as an investment adviser, sponsor, promoter, 
or principal underwriter of a Fund, and any person controlling, 
controlled by, or under common control with any of those entities.
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    5. Applicants do not believe that the proposed arrangement will 
involve excessive layering of fees. The board of directors or trustees 
of each Investing Management Company, including a majority of the 
directors or trustees who are not ``interested persons'' (within the 
meaning of section 2(a)(19) of the Act) (``Disinterested Trustees''), 
will find that the advisory fees charged under the advisory contract 
are based on services provided that will be in addition to, rather than 
duplicative of, the services provided under the advisory contract(s) of 
any Open-end Fund in which the Investing Management Company may invest. 
In addition, a Fund of Funds Adviser or trustee or Sponsor of a Fund of 
Funds will waive fees otherwise payable to it by the Fund of Funds in 
an amount at least equal to any compensation (including fees received 
pursuant to any plan adopted by an Open-end Fund under rule 12b-1 under 
the Act) received from a Fund by the Fund of Funds Adviser, trustee, or 
Sponsor, or an affiliated person of the Fund of Funds Adviser, trustee, 
or Sponsor, other than any advisory fees paid to the Fund of Funds 
Adviser, trustee, or Sponsor, or its affiliated person by an Open-end 
Fund, in connection with the investment by the Fund of Funds in the 
Fund. Applicants also state that with respect to registered separate 
accounts that invest in a Fund of Funds, no sales load will be charged 
at the Fund of Funds level or at the Fund level.\5\ Other sales charges 
and service fees, as defined in Rule 2830 of the NASD Conduct Rules 
(``Rule 2830''), if any, will only be charged at the Fund of Funds 
level or at the Fund level, not both. With respect to other investments 
in a Fund of Funds, 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.
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    \5\ Applicants represent that a Fund of Funds will represent in 
the Participation Agreement that no insurance company sponsoring a 
registered separate account will be permitted to invest in the Fund 
of Funds unless the insurance company has certified to the Fund of 
Funds that the aggregate of all fees and charges associated with 
each contract that invests in the Fund of Funds, including fees and 
charges at the separate account, Fund of Funds, and Fund levels, 
will be reasonable in relation to the services rendered, the 
expenses expected to be incurred, and the risks assumed by the 
insurance company.
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    6. Applicants submit that the proposed arrangement will not create 
an overly complex fund structure. Applicants propose condition 12 to 
ensure that the proposed structure will not result in unnecessary 
complexity. Applicants also note that a Fund reserves the right to 
reject any investment by a Fund of Funds.

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 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. 
Applicants seek relief from section 17(a) to permit a Fund that is an 
affiliated person, or an affiliated person of an affiliated person, of 
a Fund of Funds to sell its shares to and redeem its shares from a Fund 
of Funds.\6\
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    \6\ Applicants acknowledge that receipt of compensation by (a) 
an affiliated person of a Fund of Funds, or an affiliated person of 
such person, for the purchase by the Fund of Funds of shares of a 
Fund or (b) an affiliated person of a Fund, or an affiliated person 
of such person, for the sale by the 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 acknowledgment.
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    2. 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 person 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. Applicants submit that the proposed 
arrangement satisfies the standards for relief under sections 17(b) and 
6(c) of the Act.
    3. Applicants believe that any proposed transactions directly 
between Funds and a Fund of Funds will be consistent with the policies 
of each Fund and such Fund of Funds. The Participation Agreement will 
require any Fund of Funds that purchases shares from a Fund to 
represent that the purchase of shares from the Fund by a Fund of Funds 
will be accomplished in compliance with the investment restrictions of 
the Fund of Funds and will be consistent with the investment

[[Page 9441]]

policies set forth in the Fund of Fund's registration statement.
    4. Applicants state that the terms of the arrangement are fair and 
reasonable and do not involve overreaching. Applicants note that all 
shares of the Funds sold and redeemed by the Funds will be sold and 
redeemed at net asset value as required by rule 22c-1 under the Act. 
Applicants also state that the proposed arrangement is consistent with 
the policies and provisions of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. The members of a Fund of Funds Advisory Group will not control 
(individually or in the aggregate) a Fund within the meaning of section 
2(a)(9) of the Act. The members of a Subadviser Group will not control 
(individually or in the aggregate) a 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 a Fund, the Fund of Funds Advisory Group or the 
Subadviser Group, each in the aggregate, becomes a holder of more than 
25% of the outstanding voting securities of a Fund, it (except for any 
member of the Fund of Funds Advisory Group or Subadviser Group that is 
a separate account) will vote its shares of the Fund in the same 
proportion as the vote of all other holders of the Fund's shares. This 
condition does not apply to the Subadviser Group with respect to a 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 
Open-end Fund) or as the sponsor (in the case of a UIT Fund). A 
registered separate account will seek voting instructions from its 
contract holders and will vote its shares in accordance with the 
instructions received and will vote those shares for which no 
instructions were received in the same proportion as the shares for 
which instructions were received. An unregistered separate account will 
either (a) vote its shares of the Fund in the same proportion as the 
vote of all other holders of the Fund's shares, or (b) seek voting 
instructions from its contract holders and vote its shares in 
accordance with the instructions received and vote those shares for 
which no instructions were received in the same proportion as the 
shares for which instructions were received.
    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 a 
Fund to influence the terms of any services or transactions between the 
Funds of Funds or a Fund of Funds Affiliate and the Fund or a Fund 
Affiliate.
    3. The board of directors or trustees of an Investing Management 
Company, including a majority of the Disinterested Trustees, will adopt 
procedures reasonably designed to assure that the Fund of Funds Adviser 
and any Subadviser are conducting the investment program of the 
Investing Management Company without taking into account any 
consideration received by the Investing Management Company or a Fund of 
Funds Affiliate from a Fund or a Fund Affiliate in connection with any 
services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an 
Open-end Fund exceeds the limit in section 12(d)(1)(A)(i) of the Act, 
the board of trustees of the Open-end Fund (``Board''), including a 
majority of the Disinterested Trustees, will determine that any 
consideration paid by the Open-end Fund 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 Open-end Fund, (b) is within the 
range of consideration that the Open-end Fund 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 Open-end Fund 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 
Open-end Fund or sponsor to a UIT Fund) will cause a Fund to purchase a 
security in any Affiliated Underwriting.
    6. The Board of an Open-end Fund, including a majority of the 
Disinterested Trustees, will adopt procedures reasonably designed to 
monitor any purchases of securities by an Open-end Fund in an 
Affiliated Underwriting once an investment by a Fund of Funds in the 
securities of the Open-end Fund exceeds the limit in section 
12(d)(1)(A)(i) of the Act, including any purchases made directly from 
an Underwriting Affiliate. The Board of the Open-end Fund 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 Open-end Fund. The Board of the Open-end Fund 
will consider, among other things, (a) whether the purchases were 
consistent with the investment objectives and policies of the Open-end 
Fund, (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 
Open-end Fund in Affiliated Underwritings and the amount purchased 
directly from an Underwriting Affiliate have changed significantly from 
prior years. The Board of the Open-end Fund 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 Open-end Fund will 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 
will maintain and preserve for a period of 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 Affiliated 
Underwritings once an investment by a Fund of Funds in the securities 
of an Open-end Fund exceeds the limit in section 12(d)(1)(A)(i) of the 
Act, setting forth from whom the securities were acquired, the identity 
of the underwriting syndicate's members, the terms of the purchase, and 
the information or materials upon which the determinations of the Board 
of the Open-end Fund were made.
    8. Before investing in a Fund in excess of the limits in section 
12(d)(1)(A), the Fund of Funds and the Fund will execute a 
Participation Agreement stating without limitation that their boards of 
directors or trustees and their investment advisers, or sponsors and 
trustees, as applicable, 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 Open-end Fund in excess of 
the limit in section 12(d)(1)(A)(i), a Fund of Funds will notify the 
Open-end Fund of the investment. At such time, the Fund of Funds will 
also transmit to the Open-end Fund a list of the names of each

[[Page 9442]]

Fund of Funds Affiliate and Underwriting Affiliate. The Fund of Funds 
will notify the Open-end Fund of any changes to the list of the names 
as soon as reasonably practicable after a change occurs. The Fund and 
the Fund of Funds will maintain and preserve a copy of the order, the 
Participation Agreement and, in the case of an Open-end Fund, 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 directors or trustees of each Investing Management 
Company, including a majority of the Disinterested Trustees, will find 
that the advisory fees charged under such advisory contract are based 
on services provided that will be in addition to, rather than 
duplicative of, the services provided under the advisory contract(s) of 
any Open-end Fund in which the Investing Management Company may invest. 
These findings and their basis will be recorded fully in the minute 
books of the appropriate Investing Management Company.
    10. A Fund of Funds Adviser, or trustee, or Sponsor of a Fund of 
Funds, as applicable, will waive fees otherwise payable to it by the 
Fund of Funds in an amount at least equal to any compensation 
(including fees received from any plan adopted by an Open-end Fund 
under rule 12b-1 under the Act) received from a Fund by the Fund of 
Funds Adviser, trustee or Sponsor, or an affiliated person of the Fund 
of Funds Adviser, trustee or Sponsor, other than any advisory fees paid 
to the Fund of Funds Adviser, trustee or Sponsor, or its affiliated 
person, by an Open-end Fund, in connection with the investment by the 
Fund of Funds in the Fund. Any Subadviser will waive fees otherwise 
payable to the Subadviser, directly or indirectly, by the Investing 
Management Company in an amount at least equal to any compensation 
received from a Fund by the Subadviser, or an affiliated person of the 
Subadviser, other than any advisory fees paid to the Subadviser or its 
affiliated person by an Open-end Fund, in connection with the 
investment by the Investing Management Company in the Fund made at the 
direction of the Subadviser. In the event that the Subadviser waives 
fees, the benefit of the waiver will be passed through to the Investing 
Management Company.
    11. With respect to registered separate accounts that invest in a 
Fund of Funds, no sales load will be charged at the Fund of Funds level 
or at the Fund level. Other sales charges and service fees, as defined 
in Rule 2830, if any, will only be charged at the Fund of Funds level 
or at the Fund level, not both. With respect to other investments in a 
Fund of Funds, 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.
    12. No 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 to the 
extent that the Fund (a) acquires such securities in compliance with 
section 12(d)(1)(E) of the Act; (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 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E9-4604 Filed 3-3-09; 8:45 am]

BILLING CODE 8011-01-P
