
[Federal Register: June 15, 2010 (Volume 75, Number 114)]
[Notices]               
[Page 33857-33861]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr15jn10-122]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29295; 812-13539]

 
DWS Advisor Funds, et al.; Notice of Application

June 9, 2010.
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, 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: Applicants request an order that would 
permit certain registered open-end management investment companies to 
acquire shares of other registered open-end management investment 
companies and unit investment trusts that are within and outside the 
same group of investment companies.

Applicants: (a) DWS Advisor Funds, DWS Blue Chip Fund, DWS 
Communications 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 Money Funds, DWS Money Market Trust, DWS 
Mutual Funds, Inc., DWS Portfolio Trust, DWS Securities Trust, DWS 
Strategic Income Fund, DWS Target Fund, DWS Target Date Series, DWS 
Technology Fund, DWS Value Equity Trust, DWS Value Series, Inc., DWS 
Variable Series I, and DWS Variable Series II (each, a ``DWS Investment 
Company'' and collectively, the ``DWS Investment Companies''); and (b) 
Deutsche Investment Management Americas Inc. (``DIMA'' or the 
``Adviser'').

Filing Dates: The application was filed on May 28, 2008, and amended on 
January 9, 2009, and May 11, 2010. 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 July 6, 2010, 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 20549-1090. Applicants, 345 Park Avenue, 
New York, NY 10154.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, 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 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 DWS Investment Company is organized as a Massachusetts 
business trust or a Maryland corporation and is registered as an open-
end management investment company under the Act.\1\ Each DWS Investment 
Company is comprised of separate DWS Funds that pursue distinct 
investment objectives and strategies. The series of DWS Variable Series 
I, DWS Variable Series II and DWS Investments VIT Funds are offered to 
registered separate accounts (``Registered Separate Accounts'') and 
unregistered separate accounts (``Unregistered Separate Accounts,'' 
collectively with Registered Separate Accounts, ``Separate Accounts'') 
of affiliated and unaffiliated insurance companies (collectively, 
``Insurance Companies'') as the underlying investment vehicles for the 
variable life insurance and variable annuity contracts (``Variable 
Contracts'') issued by the Insurance Companies. Shares of the above 
funds may be offered to qualified pension and retirement plans. The 
Adviser, an investment adviser registered under the Investment Advisers 
Act of 1940 (``Advisers Act''), is the investment adviser for each DWS 
Fund and will serve as investment adviser to each DWS Fund of Funds (as 
defined below).\2\
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    \1\ Applicants request that the order also extend to existing 
and future series of the DWS Investment Companies, and any existing 
or future registered open-end management investment companies and 
any series thereof that are part of the same ``group of investment 
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as 
the DWS Investment Companies and that are, or may in the future be, 
advised by DIMA (together with series of the DWS Investment 
Companies, the ``DWS Funds''). All entities that currently intend to 
rely on the requested order are named as applicants, and any other 
entity that relies on the order in the future will comply with the 
terms and conditions of the application.
    \2\ The term ``DIMA'' or ``Adviser'' includes any existing or 
future entity controlling, controlled by or under common control 
with Deutsche Investment Management Americas Inc.
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    2. Applicants request relief to permit certain DWS Funds (each such 
DWS Fund, a ``DWS Fund of Funds'') to invest in: (a) Other DWS Funds 
(``Affiliated Underlying Funds''), and (b) registered open-end 
management investment companies (``Unaffiliated Funds'') and registered 
unit investment trusts (``Unaffiliated Trusts,'' and together with 
Unaffiliated Funds, ``Unaffiliated Underlying Funds'') that are not 
part of the same ``group of investment companies'' (as defined in 
section 12(d)(1)(G)(ii) of the Act) as the DWS Funds (Unaffiliated 
Underlying Funds and Affiliated Underlying Funds are collectively 
referred to as the ``Underlying Funds''). The relief also would permit 
the Underlying Funds, their principal underwriters and any broker or 
dealer registered under the Securities Exchange Act of 1934 
(``Broker'') to sell shares of the Underlying Funds to the DWS Fund of 
Funds. Each DWS Fund of Funds may invest in Unaffiliated Underlying 
Funds that have received exemptive relief to list and trade their 
shares on a national securities exchange at negotiated prices 
(``ETFs''). Applicants state that the DWS Funds of Funds will offer 
investors a range of investment objectives generally designed to either 
provide diversified exposure to specific asset classes or meet long-
term objectives.

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

[[Page 33858]]

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 or dealer 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 the DWS Fund of Funds to acquire 
shares of the Underlying Funds in excess of the limits in section 
12(d)(1)(A), and the Underlying Funds, their principal underwriters and 
any Broker to sell shares of the Underlying Funds to the DWS Fund of 
Funds in excess of the limits in section 12(d)(1)(B) of the Act.
    3. Applicants state that 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 neither a DWS Fund of Funds nor its 
affiliate would be able to exert undue influence over the Unaffiliated 
Underlying Funds. The concern about undue influence does not arise in 
connection with a DWS Fund of Funds investing in Affiliated Underlying 
Funds since they are part of the same group of investment companies. To 
limit the control that a DWS Fund of Funds or its affiliate may have 
over an Unaffiliated Underlying Fund, applicants propose a condition 
prohibiting the Adviser, any person controlling, controlled by, or 
under common control with the Adviser, any investment company and any 
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 Adviser or any 
person controlling, controlled by, or under common control with the 
Adviser (the ``Group'') from controlling (individually or in the 
aggregate) an Unaffiliated Underlying 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 DWS Fund of Funds (``Subadviser''), any person 
controlling, controlled by or under common control with the Subadviser, 
any investment company and any 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 ``Subadviser Group''). Applicants 
propose other conditions to limit the potential for undue influence 
over the Unaffiliated Underlying Funds, including that no DWS Fund of 
Funds or DWS Fund of Funds Affiliate \3\ (except to the extent it is 
acting in its capacity as an investment adviser to an Unaffiliated Fund 
or sponsor to an Unaffiliated Trust) will cause an Unaffiliated 
Underlying 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, advisory board member, Adviser, Subadviser, or 
employee of a DWS Fund of Funds, or a person of which any such officer, 
director, Adviser, Subadviser, member of an advisory board, or employee 
is an affiliated person. An Underwriting Affiliate does not include any 
person whose relationship to an Unaffiliated Underlying Fund is covered 
by section 10(f) of the Act.
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    \3\ A ``DWS Fund of Funds Affiliate'' is a DWS Fund of Funds 
Adviser, DWS Fund of Funds Subadviser, promoter and principal 
underwriter of a DWS Fund of Funds and any person controlling, 
controlled by, or under common control with any of those entities. 
An ``Unaffiliated Underlying Fund Affiliate'' is an investment 
adviser(s), sponsor, promoter and principal underwriter of an 
Unaffiliated Underlying Fund and any person controlling, controlled 
by, or under common control with any of those entities.
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    5. To further ensure that an Unaffiliated Fund understands the 
implications of a DWS Fund of Funds' investment under the requested 
relief, prior to an investment in the shares of the Unaffiliated Fund 
in excess of the limit in section 12(d)(1)(A)(i), a DWS Fund of Funds 
and the Unaffiliated Fund will execute an agreement stating, without 
limitation, that their boards of directors or trustees 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 
Underlying Fund (other than an ETF whose shares are purchased by a DWS 
Fund of Funds in the secondary market) will retain the right to reject 
any investment by a DWS Fund of Funds.\4\
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    \4\ An Unaffiliated Fund, including an ETF, would retain its 
right to reject an initial investment by a DWS 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 DWS Fund 
of Funds.
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    6. Applicants do not believe that the proposed arrangement will 
involve excessive layering of fees. The board of directors or trustees 
(``Board'') of each DWS Fund of Funds, 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 contracts of 
any Underlying Funds in which a DWS Fund of Funds may invest. In 
addition, the Adviser will waive fees otherwise payable to it by the 
DWS Fund of Funds in an amount at least equal to any compensation 
(including fees received pursuant to a plan adopted by an Unaffiliated 
Fund under rule 12b-1 under the Act) received from an Unaffiliated 
Underlying Fund by the Adviser or an affiliated person of the Adviser, 
other than any advisory fees paid to the Adviser or an affiliated 
person of the Adviser by an Unaffiliated Fund, in connection with the 
investment by the DWS Fund of Funds in the Unaffiliated Underlying 
Fund.
    7. Applicants state that with respect to Registered Separate 
Accounts that invest in a DWS Fund of Funds, no sales load will be 
charged at the DWS Fund of Funds level or at the Underlying Fund level. 
Other sales charges and service fees, as defined in Rule 2830 of the 
Conduct Rules of the NASD (``NASD Conduct Rule 2830''), will only be 
charged at the DWS Fund of Funds level or at the Underlying Fund level, 
not both. With respect to other investments in a DWS Fund of Funds, any 
sales charges and/or service fees charged with respect to shares of the 
DWS Fund of Funds will not exceed the limits

[[Page 33859]]

applicable to a fund of funds as set forth in NASD Conduct Rule 
2830.\5\
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    \5\ Any references to NASD Conduct Rule 2830 include any 
successor or replacement rule to NASD Conduct Rule 2830 that may be 
adopted by the Financial Industry Regulatory Authority, Inc.
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    8. Applicants represent that each DWS Fund of Funds will represent 
in the Participation Agreement that no Insurance Company sponsoring a 
Registered Separate Account funding variable insurance contracts will 
be permitted to invest in the DWS Fund of Funds unless the Insurance 
Company has certified to the DWS Fund of Funds that the aggregate of 
all fees and charges associated with each contract that invests in the 
DWS Fund of Funds, including fees and charges at the Separate Account, 
DWS Fund of Funds, and Underlying Fund levels, are reasonable in 
relation to the services rendered, the expenses expected to be 
incurred, and the risks assumed by the Insurance Company.
    9. 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 its 
affiliated persons or affiliated persons of such persons. 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 the DWS Funds of Funds and the Affiliated 
Underlying Funds may be deemed to be under common control and therefore 
affiliated persons of one another. Applicants also state that the DWS 
Funds of Funds and an Underlying Fund may be deemed to be affiliated 
persons of one another if a DWS Fund of Funds acquires 5% or more of an 
Underlying 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 DWS Fund of 
Funds.\6\
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    \6\ Applicants acknowledge that receipt of compensation by (a) 
an affiliated person of a DWS Fund of Funds, or an affiliated person 
of such person, for the purchase by the DWS 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 DWS 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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    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 (i) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (ii) the proposed transaction is consistent with the 
policies of each registered investment company involved; and (iii) 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.
    4. Applicants submit that the proposed transactions satisfy the 
standards for relief under sections 17(b) and 6(c) of the Act. 
Applicants state that the terms upon which an Underlying Fund will sell 
its shares to or purchase its shares from a DWS Fund of Funds will be 
based on the net asset value of each Underlying Fund.\7\ Applicants 
state that the proposed investment will be consistent with the policies 
of each DWS Fund of Funds and Underlying Fund, and with the general 
purposes of the Act.
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    \7\ Applicants note that a DWS Fund of Funds generally would 
purchase and sell shares of an Unaffiliated Underlying Fund that 
operates as an ETF through secondary market transactions at market 
prices rather than through principal transactions with the 
Unaffiliated Underlying Fund at net asset value. Applicants would 
not rely on the requested relief from section 17(a) for such 
secondary market transactions. To the extent that a DWS Fund of 
Funds purchases or redeems shares from an Unaffiliated Underlying 
Fund that is an ETF and an affiliated person of the DWS Fund of 
Funds in exchange for a basket of specified securities as described 
in the application for the exemptive order upon which the ETF 
relies, applicants also request relief from section 17(a) for those 
transactions.
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Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. The members of the Group will not control (individually or in 
the aggregate) an Unaffiliated Underlying 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) an Unaffiliated Underlying 
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 
Underlying Fund, the Group or the Subadviser Group, each in the 
aggregate, becomes a holder of more than 25 percent of the outstanding 
voting securities of the Unaffiliated Underlying Fund, then the Group 
or the Subadviser Group (except for any member of the Group or 
Subadviser Group that is a Separate Account) will vote its shares of 
the Unaffiliated Underlying Fund in the same proportion as the vote of 
all other holders of the Unaffiliated Underlying Fund's shares. This 
condition will not apply to the Subadviser Group with respect to an 
Unaffiliated Underlying 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 Fund) or the 
sponsor (in the case of an Unaffiliated Trust). A Registered Separate 
Account will seek voting instructions from its Variable Contract 
holders and will vote its shares of an Unaffiliated Underlying Fund 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 Unaffiliated Underlying 
Fund in the same proportion as the vote of all other holders of the 
Unaffiliated Underlying Fund's shares, or (b) seek voting instructions 
from its Variable 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 DWS Fund of Funds or DWS Fund of Funds Affiliate will cause 
any existing or potential investment by the DWS Fund of Funds in shares 
of an Unaffiliated Underlying Fund to influence the terms of any 
services or transactions between the DWS Fund of Funds or a DWS Fund of 
Funds Affiliate

[[Page 33860]]

and the Unaffiliated Underlying Fund or an Unaffiliated Underlying Fund 
Affiliate.
    3. Each DWS Fund of Funds Board, including a majority of the 
Disinterested Trustees, will adopt procedures reasonably designed to 
ensure that the Adviser and any Subadviser are conducting the 
investment program of the DWS Fund of Funds without taking into account 
any consideration received by the DWS Fund of Funds or a DWS Fund of 
Funds Affiliate from an Unaffiliated Underlying Fund or an Unaffiliated 
Underlying Fund Affiliate in connection with any services or 
transactions.
    4. Once an investment by a DWS Fund of Funds in the securities of 
an Unaffiliated Fund exceeds the limit contained in section 
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Fund, 
including a majority of the Disinterested Trustees, will determine that 
any consideration paid by the Unaffiliated Fund to a DWS Fund of Funds 
or a DWS 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 Fund; 
(b) is within the range of consideration that the Unaffiliated 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 
Unaffiliated Fund and its investment adviser(s) or any person 
controlling, controlled by, or under common control with such 
investment adviser(s).
    5. No DWS Fund of Funds or DWS Fund of Funds Affiliate (except to 
the extent it is acting in its capacity as an investment adviser to an 
Unaffiliated Fund or sponsor to an Unaffiliated Trust) will cause an 
Unaffiliated Underlying Fund to purchase a security in an Affiliated 
Underwriting.
    6. The Board of an Unaffiliated Fund, including a majority of the 
Disinterested Trustees, will adopt procedures reasonably designed to 
monitor any purchases of securities by the Unaffiliated Fund in an 
Affiliated Underwriting once an investment by a DWS Fund of Funds in 
the securities of the Unaffiliated Fund exceeds the limit contained in 
section 12(d)(1)(A)(i) of the Act, including any purchases made 
directly from an Underwriting Affiliate. The Board of the Unaffiliated 
Fund will review these purchases periodically, but no less frequently 
than annually, to determine whether the purchases were influenced by 
the investment by the DWS Fund of Funds in shares of the Unaffiliated 
Fund. The Board of the Unaffiliated Fund will consider, among other 
things, (a) whether the purchases were consistent with the investment 
objectives and policies of the Unaffiliated Fund; (b) how the 
performance of securities purchased in an Affiliated Underwriting 
compared 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 Fund 
in Affiliated Underwritings and the amount purchased directly from an 
Underwriting Affiliate have changed significantly from prior years. The 
Board of the Unaffiliated 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 Unaffiliated 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 it 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 an 
Affiliated Underwriting once an investment by a DWS Fund of Funds in 
the securities of an Unaffiliated Fund exceeds the limit contained in 
section 12(d)(1)(A)(i) of the Act, setting forth from whom the 
securities were acquired, the identities 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 
Unaffiliated Fund were made.
    8. Before making an investment in shares of an Unaffiliated Fund in 
an amount in excess of the limit contained in section 12(d)(1)(A)(i) of 
the Act, the DWS Fund of Funds and the Unaffiliated Fund will execute a 
Participation Agreement stating, without limitation, that their boards 
of directors or trustees 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 making its investment 
in shares of an Unaffiliated Fund in an amount in excess of the limit 
contained in section 12(d)(1)(A)(i), the DWS Fund of Funds will notify 
the Unaffiliated Fund of the investment. At such time, the DWS Fund of 
Funds will also transmit to the Unaffiliated Fund a list of the names 
of each DWS Fund of Funds Affiliate and Underwriting Affiliate. The DWS 
Fund of Funds will notify the Unaffiliated Fund of any changes to the 
list as soon as reasonably practicable after a change occurs. The 
Unaffiliated Fund and the DWS 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. Prior to approving any advisory contract under section 15 of the 
Act, each DWS Fund of Funds Board, including a majority of the 
Disinterested Trustees, will be required to find that the advisory fees 
charged under the advisory contract are based on services provided that 
are in addition to, rather than duplicative of, the services provided 
under the advisory contract(s) of any Underlying Funds in which the DWS 
Fund of Funds may invest. This finding, and the basis upon which the 
finding was made, will be recorded fully in the minute books of the 
appropriate DWS Fund of Funds.
    10. The Adviser will waive fees otherwise payable to it by the DWS 
Fund of Funds in an amount at least equal to any compensation 
(including fees received pursuant to a plan adopted by an Unaffiliated 
Fund under rule 12b-1 under the Act) received from an Unaffiliated 
Underlying Fund by the Adviser, or an affiliated person of the Adviser, 
other than any advisory fees paid to the Adviser or an affiliated 
person of the Adviser by an Unaffiliated Fund, in connection with the 
investment by the DWS Fund of Funds in the Unaffiliated Underlying 
Fund. Any Subadviser will waive fees otherwise payable to the 
Subadviser, directly or indirectly, by the DWS Fund of Funds in an 
amount at least equal to any compensation received from an Unaffiliated 
Underlying Fund by the Subadviser, or any affiliated person of the 
Subadviser, other than any advisory fees paid to the Subadviser or an 
affiliated person of the Subadviser by an Unaffiliated Fund, in 
connection with the investment by the DWS Fund of Funds in the 
Unaffiliated Underlying Fund made at the direction of the Subadviser. 
In the event that the Subadviser waives such fees, the benefit of the 
waiver will be passed through to the DWS Fund of Funds.
    11. No Underlying Fund will acquire securities of any other 
investment

[[Page 33861]]

company or company relying on section 3(c)(1) or 3(c)(7) of the Act in 
an amount in excess of the limits contained in section 12(d)(1)(A) of 
the Act, except to the extent that such Underlying Fund: (a) 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 (b) 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. With respect to Registered Separate Accounts that invest in a 
DWS Fund of Funds, no sales load will be charged at the DWS Fund of 
Funds level or at the Underlying Fund level. Other sales charges and 
service fees, as defined in NASD Conduct Rule 2830, if any, will be 
charged at the DWS Fund of Funds level or at the Underlying Fund level, 
not both. With respect to other investments in a DWS Fund of Funds, any 
sales charges and/or service fees charged with respect to shares of a 
DWS Fund of Funds will not exceed the limits applicable to a fund of 
funds set forth in NASD Conduct Rule 2830.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-14356 Filed 6-14-10; 8:45 am]
BILLING CODE 8010-01-P

