
[Federal Register Volume 77, Number 147 (Tuesday, July 31, 2012)]
[Notices]
[Pages 45381-45385]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-18558]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30151; File No. 812-13512]


Cash Account Trust, et al.; Notice of Application

July 25, 2012.
AGENCY: 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.

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Summary of Application: Applicants request an order that would amend 
and supersede a prior order (the ``Non-Affiliated Sub-Advisor Order'') 
\1\ that permits them to enter into and materially amend subadvisory 
agreements for certain multi-managed funds with non-affiliated sub-
advisors without shareholder approval and grants relief from certain 
disclosure requirements. The requested order would permit applicants to 
enter into, and amend, such agreements with Wholly-Owned Sub-Advisors 
(as

[[Page 45382]]

defined below) and non-affiliated sub-advisors without shareholder 
approval.
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    \1\ Cash Account Trust, et al., Investment Company Act Release 
Nos. 29094 (Dec. 16, 2009) (notice) and 29109 (Jan. 12, 2010) 
(order).

Applicants: Cash Account Trust, Cash Management Portfolio, Cash Reserve 
Fund, Inc., DWS Equity 500 Index Portfolio, DWS Global/International 
Fund, Inc., DWS Income Trust, DWS Institutional Funds, DWS 
International Fund, Inc., DWS Investment Trust, DWS Investments VIT 
Funds, DWS Market Trust, DWS Money Funds, DWS Money Market Trust, DWS 
Municipal Trust, DWS Portfolio Trust, DWS Securities Trust, DWS State 
Tax-Free Income Series, DWS Target Date Series, DWS Target Fund, DWS 
Tax Free Trust, DWS Value Series, Inc., DWS Variable Series I, DWS 
Variable Series II, Investors Cash Trust, Tax-Exempt California Money 
Market Fund (each a ``DWS Investment Company'' and collectively, the 
``DWS Investment Companies''), and Deutsche Investment Management 
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Americas Inc. (``DIMA'').

Filing Dates: The application was filed on March 14, 2008, and amended 
on July 30, 2009, October 2, 2009, November 24, 2009, September 10, 
2010, November 16, 2010, October 6, 2011, February 7, 2012, and July 
23, 2012.

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 17, 2012, 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, 
Deutsche Investment Management Americas Inc., 345 Park Avenue, New 
York, New York 10154.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Attorney, 
at (202) 551-6990, or Jennifer L. Sawin, 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, a New York trust, or a Maryland corporation and is 
registered with the Commission as an open-end management investment 
company under the Act. Each DWS Investment Company may offer one or 
more series of shares (each a ``Series'' and collectively, ``Series'') 
with its own distinct investment objectives, policies and 
restrictions.\2\ Each Series has, or will have, as its investment 
adviser, DIMA, or another investment adviser controlling, controlled by 
or under common control with DIMA or its successors (each, an 
``Advisor'' and, collectively with the Series and the DWS Investment 
Companies, the ``Applicants'').\3\ DIMA, a Delaware corporation, is an 
indirect, wholly-owned subsidiary of Deutsche Bank AG (``Deutsche 
Bank''). Deutsche Bank is a major global financial institution that is 
engaged in a wide range of financial services, including investment 
management, mutual funds, retail, private and commercial banking, 
investment banking and insurance.\4\
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    \2\ The term ``Series'' also includes the DWS Investment 
Companies listed above that do not offer multiple series. Cash 
Management Portfolio and DWS Equity 500 Index Portfolio are master 
funds (each a ``Master Fund'') in a master-feeder structure pursuant 
to section 12(d)(1)(E) of the Act. Certain Series, as well as any 
future Series and any other investment company or series thereof 
that is advised by the Advisor, may invest substantially all their 
assets into one of the Master Funds (each a ``Feeder Fund''). No 
Feeder Fund will engage any sub-advisors other than through 
approving the engagement of the applicable Master Fund's sub-
advisors, if any.
    \3\ Each Advisor is, or will be, registered with the Commission 
as an investment adviser under the Investment Advisers Act of 1940, 
as amended (``Advisers Act''). For purposes of the requested order, 
``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
    \4\ Applicants request that the relief apply to the Applicants, 
as well as to any future Series and any other existing or future 
registered open-end management investment company or series thereof 
that is advised by an Advisor, uses the multi-manager structure 
described in the application, and complies with the terms and 
conditions of the application (``Subadvised Series''). All 
registered open-end investment companies that currently intend to 
rely on the requested order are named as Applicants. All Series that 
currently are, or that currently intend to be, Subadvised Series are 
identified in the application. Any entity that relies on the 
requested order will do so only in accordance with the terms and 
conditions contained the application. The requested relief will not 
extend to any sub-advisor, other than a Wholly-Owned Sub-Advisor (as 
defined below), who is an affiliated person, as defined in section 
2(a)(3) of the Act, of the Subadvised Series, of any Feeder Fund, or 
of the Advisor, other than by reason of serving as a sub-advisor to 
one or more of the Subadvised Series (``Affiliated Sub-Advisor'').
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    2. The Advisor serves as the investment adviser to each Series 
pursuant to an investment advisory agreement with the applicable DWS 
Investment Company (``Investment Management Agreement''). The 
Investment Management Agreement for each existing Series was approved 
by the board of trustees/directors of the applicable DWS Investment 
Company (the ``Board''), including a majority of the members of the 
Board who are not ``interested persons'', as defined in section 
2(a)(19) of the Act, of the Series or the Advisor (``Independent Board 
Members'') and by the shareholders of that Series as required by 
sections 15(a) and 15(c) of the Act and rule 18f-2 thereunder. The 
terms of these Investment Management Agreements comply with section 
15(a) of the Act. Each other Investment Management Agreement will 
comply with section 15(a) of the Act and will be similarly approved.
    3. Under the terms of each Investment Management Agreement, the 
Advisor, subject to the supervision of the applicable Board, provides 
continuous investment management of the assets of each Series. The 
Advisor periodically reviews a Series' investment policies and 
strategies and based on the need of a particular Series may recommend 
changes to the investment policies and strategies of the Series for 
consideration by the Board. For its services to each Series under the 
applicable Investment Management Agreement, the Advisor receives an 
investment management fee from that Series based on either the average 
net assets of that Series or that Series' investment performance over a 
particular period compared to a benchmark. The terms of each Investment 
Management Agreement permit the Advisor, subject to the approval of the 
applicable Board, including a majority of the Independent Board 
Members, and the shareholders of the applicable Subadvised Series (if 
required), to delegate portfolio management responsibilities of all or 
a portion of the assets of a Subadvised Series to one or more sub-
advisors.\5\
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    \5\ As used herein, a ``Sub-Advisor'' is (1) an indirect or 
direct ``wholly-owned subsidiary'' (as such term is defined in the 
Act) of the Advisor for that Series, or (2) a sister company of the 
Advisor for that Series that is an indirect or direct ``wholly-owned 
subsidiary'' (as such term is defined in the Act) of the same 
company that, indirectly or directly, wholly owns the Advisor (each 
of (1) and (2) a ``Wholly-Owned Sub-Advisor'' and collectively, the 
``Wholly-Owned Sub-Advisors''), or (3) not an ``affiliated person'' 
(as such term is defined in section 2(a)(3) of the Act) of the 
Series, any Feeder Fund invested in a Series that is a Master Fund, 
applicable DWS Investment Company, or the Advisor, except to the 
extent that an affiliation arises solely because the sub-adviser 
serves as a sub-adviser to a Series (each a ``Non-Affiliated Sub-
Advisor'').

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[[Page 45383]]

    4. Applicants request an order to permit the Advisor, subject to 
the approval of the Board, including a majority of the Independent 
Board Members, to, without obtaining shareholder approval: (i) Select 
Sub-Advisors to manage all or a portion of the assets of a Series and 
enter into Sub-Advisory Agreements (as defined below) with the Sub-
Advisors, and (ii) materially amend Sub-Advisory Agreements with the 
Sub-Advisors.\6\
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    \6\ Shareholder approval will continue to be required for any 
other sub-advisor change (not otherwise permitted by rule or other 
action of the Commission or staff) and material amendments to an 
existing Sub-Advisory Agreement with any sub-advisor other than a 
Non-Affiliated Sub-Advisor or a Wholly-Owned Sub-Advisor (all such 
changes referred to as ``Ineligible Sub-Advisor Changes'').
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    5. Pursuant to each Investment Management Agreement, the Advisor 
has overall responsibility for the management and investment of the 
assets of each Subadvised Series; these responsibilities include 
recommending the removal or replacement of Sub-Advisors, determining 
the portion of that Subadvised Series' assets to be managed by any 
given Sub-Advisor and reallocating those assets as necessary from time 
to time. In accordance with each Investment Management Agreement, the 
Advisor will supervise each Sub-Advisor in its performance of its 
duties with a view to preventing violations of the federal securities 
laws.
    6. The Advisor has entered into sub-advisory agreements with Sub-
Advisors (``Sub-Advisory Agreements'') to provide investment management 
services to the Subadvised Series.\7\ The terms of each Sub-Advisory 
Agreement comply fully with the requirements of section 15(a) of the 
Act and were approved by the applicable Board, including a majority of 
the Independent Board Members, and, to the extent that the Non-
Affiliated Sub-Advisor Order did not apply, the shareholders of the 
Subadvised Series in accordance with sections 15(a) and 15(c) of the 
Act and rule 18f-2 thereunder. The Sub-Advisors, subject to the 
supervision of the Advisor and oversight of the applicable Board, 
determine the securities and other instruments to be purchased or sold 
by a Subadvised Series and place orders with brokers or dealers that 
they select. The Advisor will compensate each Sub-Advisor out of the 
fee paid to the Advisor under the relevant Investment Management 
Agreement.
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    \7\ If the name of any Subadvised Series contains the name of a 
Sub-advisor, the name of the Advisor that serves as the primary 
adviser to the Subadvised Series, or a trademark or trade name that 
is owned by or publicly used to identity that Advisor, will precede 
the name of the Sub-advisor.
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    7. Subadvised Series will inform shareholders of the hiring of a 
new Sub-Advisor pursuant to the following procedures (``Modified Notice 
and Access Procedures''): (a) Within 90 days after a new Sub-Advisor is 
hired for any Subadvised Series, that Subadvised Series will send its 
shareholders \8\ either a Multi-manager Notice or a Multi-manager 
Notice and Multi-manager Information Statement; \9\ and (b) the 
Subadvised Series will make the Multi-manager Information Statement 
available on the Web site identified in the Multi-manager Notice no 
later than when the Multi-manager Notice (or Multi-manager Notice and 
Multi-manager Information Statement) is first sent to shareholders, and 
will maintain it on that Web site for at least 90 days. In the 
circumstances described in the application, a proxy solicitation to 
approve the appointment of new Sub-Advisors provides no more meaningful 
information to shareholders than the proposed Multi-manager Information 
Statement. Applicants state that each Board would comply with the 
requirements of sections 15(a) and 15(c) of the Act before entering 
into or amending Sub-Advisory Agreements.
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    \8\ If the Subadvised Series is a Master Fund, for purposes of 
the Modified Notice and Access Procedures, ``shareholders'' include 
both the shareholders of the applicable Master Fund and the 
shareholders of its Feeder Funds.
    \9\ A ``Multi-manager Notice'' will be modeled on a Notice of 
Internet Availability as defined in rule 14a-16 under the Securities 
Exchange Act of 1934 (``Exchange Act''), and specifically will, 
among other things: (a) Summarize the relevant information regarding 
the new Sub-Advisor; (b) inform shareholders that the Multi-manager 
Information Statement is available on a Web site; (c) provide the 
Web site address; (d) state the time period during which the Multi-
manager Information Statement will remain available on that Web 
site; (e) provide instructions for accessing and printing the Multi-
manager Information Statement; and (f) instruct the shareholder that 
a paper or email copy of the Multi-manager Information Statement may 
be obtained, without charge, by contacting the Subadvised Series.
    A ``Multi-manager Information Statement'' will meet the 
requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 
14A under the Exchange Act for an information statement, except as 
modified by the order to permit Aggregate Fee Disclosure, as defined 
below. Multi-manager Information Statements will be filed with the 
Commission via the EDGAR system.
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    8. Applicants also request an order exempting the Subadvised Series 
from certain disclosure obligations that may require the Applicants to 
disclose fees paid by the Advisor to each Sub-Advisor. Applicants seek 
relief to permit each Subadvised Series to disclose (as a dollar amount 
and a percentage of the Subadvised Series' net assets): (a) The 
aggregate fees paid to the Advisor and any Wholly-Owned Sub-Advisors; 
(b) the aggregate fees paid to Non-Affiliated Sub-Advisors; and (c) the 
fee paid to each Affiliated Sub-Advisor (collectively, the ``Aggregate 
Fee Disclosure'').\10\
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    \10\ Applicants request that, for any Subadvised Series that is 
a Master Fund, this relief also permit any Feeder Fund invested in 
that Master Fund to disclose Aggregate Fee Disclosure.
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Applicants' Legal Analysis

    1. Section 15(a) of the Act states, in part, that it is unlawful 
for any person to act as an investment adviser to a registered 
investment company ``except pursuant to a written contract, which 
contract, whether with such registered company or with an investment 
adviser of such registered company, has been approved by the vote of a 
majority of the outstanding voting securities of such registered 
company.'' Rule 18f-2 under the Act states that any ``matter required 
to be submitted * * * to the holders of the outstanding voting 
securities of a series company shall not be deemed to have been 
effectively acted upon unless approved by the holders of a majority of 
the outstanding voting securities of each class or series of stock 
affected by such matter.'' Further, rule 18(f)-2(c)(1) under the Act 
provides that a vote to approve an investment advisory contract 
required by section 15(a) of the Act ``shall be deemed to be 
effectively acted upon with respect to any class or series of 
securities of such [registered investment] company if a majority of the 
outstanding voting securities of such class or series vote for the 
approval of such matter.''
    2. Form N-1A is the registration statement used by open-end 
investment companies. Item 19(a)(3) of Form N-1A requires a registered 
investment company to disclose in its statement of additional 
information the method of computing the ``advisory fee payable'' by the 
investment company, including the total dollar amounts that the 
investment company ``paid to the adviser (aggregated with amounts paid 
to affiliated advisers, if any), and any advisers who are not 
affiliated persons of the adviser, under the investment advisory 
contract for the last three fiscal years.''
    3. Rule 20a-1 under the Act requires proxies solicited with respect 
to a registered investment company to

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comply with Schedule 14A under the Exchange Act. Items 22(c)(1)(ii), 
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A, taken together, 
require a proxy statement for a shareholder meeting at which the 
advisory contract will be voted upon to include the ``rate of 
compensation of the investment adviser,'' the ``aggregate amount of the 
investment adviser's fee,'' a description of the ``terms of the 
contract to be acted upon,'' and, if a change in the advisory fee is 
proposed, the existing and proposed fees and the difference between the 
two fees.
    4. Regulation S-X sets forth the requirements for financial 
statements required to be included as part of a registered investment 
company's registration statement and shareholder reports filed with the 
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require 
a registered investment company to include in its financial statement 
information about the investment advisory fees.
    5. Section 6(c) of the Act provides that the Commission by order 
upon application may conditionally or unconditionally exempt any 
person, security, or transaction or any class or classes of persons, 
securities, or transactions from any provisions of the Act, or from any 
rule thereunder, 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 state that their requested relief meets this standard for 
the reasons discussed below.
    6. Applicants assert that the shareholders expect the Advisor, 
subject to review and approval of the applicable Board, to select the 
Sub-Advisors who are in the best position to achieve the Subadvised 
Series' investment objective. Applicants assert that, from the 
perspective of the shareholder, the role of the Sub-Advisors is 
substantially equivalent to the role of the individual portfolio 
managers employed by an investment adviser to a traditional investment 
company. Applicants believe that permitting the Advisor to perform the 
duties for which the shareholders of the Subadvised Series are paying 
the Advisor--the selection, supervision and evaluation of the Sub-
Advisors--without incurring unnecessary delays or expenses is 
appropriate in the interest of the Subadvised Series' shareholders and 
will allow such Subadvised Series to operate more efficiently. 
Applicants state that each Investment Management Agreement will 
continue to be fully subject to section 15(a) of the Act and rule 18f-2 
under the Act and approved by the applicable Board, including a 
majority of the Independent Board Members, in the manner required by 
sections 15(a) and 15(c) of the Act. Applicants are not seeking an 
exemption with respect to the Investment Management Agreements.
    7. Applicants assert that disclosure of the individual fees that 
the Advisor would pay to the Sub-Advisors of Subadvised Series that 
operate under the multi-manager structure described in the application 
would not serve any meaningful purpose. Applicants contend that the 
primary reasons for requiring disclosure of individual fees paid to 
Sub-Advisors are to inform shareholders of expenses to be charged by a 
particular Subadvised Series and to enable shareholders to compare the 
fees to those of other comparable investment companies. Applicants 
believe that the requested relief satisfies these objectives because 
the advisory fee paid to the Advisor will be fully disclosed and, 
therefore, shareholders will know what the Subadvised Series' fees and 
expenses are and will be able to compare the advisory fees a Subadvised 
Series is charged to those of other investment companies. Applicants 
assert that the requested disclosure relief would benefit shareholders 
of the Subadvised Series because it would improve the Advisor's ability 
to negotiate the fees paid to Sub-Advisors. Applicants state that the 
Advisor may be able to negotiate rates that are below a Sub-Advisor's 
``posted'' amounts if the Advisor is not required to disclose the Sub-
Advisors' fees to the public. Applicants submit that the relief 
requested to use Aggregate Fee Disclosure will encourage Sub-Advisors 
to negotiate lower subadvisory fees with the Advisor if the lower fees 
are not required to be made public.
    8. For the reasons discussed above, Applicants submit that the 
requested relief meets the standards for relief under section 6(c) of 
the Act. Applicants state that the operation of the Subadvised Series 
in the manner described in the application must be approved by 
shareholders of a Subadvised Series before that Subadvised Series may 
rely on the requested relief. In addition, Applicants state that the 
proposed conditions to the requested relief are designed to address any 
potential conflicts of interest, including any posed by the use of 
Wholly-owned Sub-Advisors, and provide that shareholders are informed 
when new Sub-Advisors are hired. Applicants assert that conditions 6, 
7, 10 and 11 are designed to provide the Board with sufficient 
independence and the resources and information it needs to monitor and 
address any conflicts of interest with affiliated person of the 
Advisor, including Wholly-Owned Sub-Advisors. Applicants state that, 
accordingly, they believe the requested relief 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' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Before a Subadvised Series may rely on the order requested in 
the application, the operation of the Subadvised Series in the manner 
described in the application, including the hiring of Wholly-Owned Sub-
Advisors, will be, or has been, approved by a majority of the 
Subadvised Series' outstanding voting securities as defined in the Act, 
which in the case of a Master Fund will include voting instructions 
provided by shareholders of the Feeder Funds investing in such Master 
Fund or other voting arrangements that comply with section 
12(d)(1)(E)(iii)(aa) of the Act, or, in the case of a new Subadvised 
Series whose public shareholders purchase shares on the basis of a 
prospectus containing the disclosure contemplated by condition 2 below, 
by the sole initial shareholder before offering the Subadvised Series' 
shares to the public. Before relying on the requested relief, each 
Subadvised Series that sought and obtained shareholder approval to 
operate in the manner described in the application prior to the date of 
the requested order and subsequently sold shares based on a prospectus 
that did not comply with condition 2 below will provide its 
shareholders with at least 30 days prior written notice of (a) the 
substance and effect of the relief sought in the application, and (b) 
the fact that the Subadvised Series intends to employ the multi-manager 
structure described in the application.
    2. The prospectus for each Subadvised Series, and in the case of a 
Master Fund relying on the requested relief, the prospectus for each 
Feeder Fund investing in such Master Fund, will disclose the existence, 
substance, and effect of any order granted pursuant to the application. 
Each Subadvised Series (and any such Feeder Fund) will hold itself out 
to the public as employing the multi-manager structure described in the 
application. Each prospectus will prominently disclose that the Advisor 
has the ultimate responsibility, subject to oversight by

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the applicable Board, to oversee the Sub-Advisors and recommend their 
hiring, termination and replacement.
    3. The Advisor will provide general management services to a 
Subadvised Series, including overall supervisory responsibility for the 
general management and investment of the Subadvised Series' assets. 
Subject to review and approval of the applicable Board, the Advisor 
will (a) set a Subadvised Series' overall investment strategies, (b) 
evaluate, select, and recommend Sub-Advisors to manage all or a portion 
of a Subadvised Series' assets, and (c) implement procedures reasonably 
designed to ensure that Sub-Advisors comply with a Subadvised Series' 
investment objective, policies and restrictions. Subject to review by 
the applicable Board, the Advisor will (a) when appropriate, allocate 
and reallocate a Subadvised Series' assets among multiple Sub-Advisors; 
and (b) monitor and evaluate the performance of Sub-Advisors.
    4. A Subadvised Series will not make any Ineligible Sub-Advisor 
Changes without the approval of the shareholders of the applicable 
Subadvised Series, which in the case of a Master Fund will include 
voting instructions provided by shareholders of the Feeder Fund 
investing in such Master Fund or other voting arrangements that comply 
with section 12(d)(1)(E)(iii)(aa) of the Act.
    5. Subadvised Series will inform shareholders, and if the 
Subadvised Series is a Master Fund, shareholders of any Feeder Funds, 
of the hiring of a new Sub-Advisor within 90 days after the hiring of a 
new Sub-Advisor pursuant to the Modified Notice and Access Procedures.
    6. At all times, at least a majority of the applicable Board will 
be Independent Board Members, and the selection and nomination of new 
or additional Independent Board Members will be placed within the 
discretion of the then-existing Independent Board Members.
    7. Independent Legal Counsel, as defined in rule 0-1(a)(6) under 
the Act, will be engaged to represent the Independent Board Members. 
The selection of such counsel will be within the discretion of the 
then-existing Independent Board Members.
    8. The Advisor will provide the applicable board, no less 
frequently than quarterly, with information about the profitability of 
the Advisor on a per Subadvised Series basis. The information will 
reflect the impact on profitability of the hiring or termination of any 
sub-advisor during the applicable quarter.
    9. Whenever a sub-advisor is hired or terminated, the Advisor will 
provide the applicable Board with information showing the expected 
impact on the profitability of the Advisor.
    10. Whenever a sub-advisor change is proposed for a Subadvised 
Series with an Affiliated Sub-Advisor or a Wholly-Owned Sub-Advisor, 
the applicable Board, including a majority of the Independent Board 
Members, will make a separate finding, reflected in the applicable 
Board minutes, that such change is in the best interests of the 
Subadvised Series and its shareholders, and if the Subadvised Series is 
a Master Fund, the best interests of any applicable Feeder Funds and 
their respective shareholders, and does not involve a conflict of 
interest from which the Advisor or the Affiliated Sub-Advisor or 
Wholly-Owned Sub-Advisor derives an inappropriate advantage.
    11. No Board member or officer of a Subadvised Series, or of a 
Feeder Fund that invests in a Subadvised Series that is a Master Fund, 
or director, manager, or officer of the Advisor, will own directly or 
indirectly (other than through a pooled investment vehicle that is not 
controlled by such person), any interest in a sub-advisor, except for 
ownership of interests in the Advisor or any entity, except a Wholly-
Owned Sub-Advisor, that controls, is controlled by, or is under common 
control with the Advisor.
    12. Each Subadvised Series and any Feeder Fund that invests in a 
Subadvised Series that is a Master Fund will disclose the Aggregate Fee 
Disclosure in its registration statement.
    13. In the event the Commission adopts a rule under the Act 
providing substantially similar relief to that requested in the 
application, the requested order will expire on the effective date of 
that rule.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-18558 Filed 7-30-12; 8:45 am]
BILLING CODE 8011-01-P


