[Federal Register Volume 77, Number 240 (Thursday, December 13, 2012)]
[Notices]
[Pages 74237-74245]
[FR Doc No: 2012-30054]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30299; 812-13726]

T. Rowe Price Associates, Inc., et al.; Notice of Application

December 7, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the
Act, under sections 6(c) and 17(b) of the Act for an exemption from
sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J)
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the
Act.

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    Applicants: T. Rowe Price Associates, Inc. (``TRP''), T. Rowe Price
Institutional Income Funds, Inc. (the ``Corporation'') and T. Rowe
Price Investment Services, Inc. (the ``Distributor'').
    Summary of Application: Applicants request an order that permits:
(a) Actively managed series of certain open-end management investment
companies to issue shares (``Shares'') redeemable in large aggregations
only (``Creation Units''); (b) secondary market transactions in Shares
to occur at negotiated market prices; (c) certain series to pay
redemption proceeds, under certain circumstances, more than seven days
from the tender of Shares for redemption; (d) certain affiliated
persons of the series to deposit securities into, and receive
securities from, the series in connection with the purchase and
redemption of Creation Units; (e) certain registered management
investment companies and unit investment trusts outside of the same

group of investment companies as the series to acquire Shares; and (f)
certain series to perform creations and redemptions of Shares in-kind
in a master-feeder structure.
    Filing Dates: The application was filed on December 4, 2009, and
amended on February 26, 2010, December 30, 2010, May 7, 2012, September
24, 2012, and December 4, 2012. 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 requested
relief 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 December 31, 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,
100 East Pratt Street, Baltimore, MD 21202.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817 or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>
(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<PHONE_NUMBER>.

Applicants' Representations

    1. The Corporation is organized as a Maryland corporation and is
registered as an open-end management investment company under the Act.
The Corporation will initially offer one actively-managed investment
series: T. Rowe Price Diversified Bond ETF (``Initial Fund''). The
investment objective of the Initial Fund will be to achieve positive
total returns with an emphasis on income.
    2. The Adviser will be the investment adviser to each Fund. TRP is
and any other Adviser will be registered as an investment adviser under
the Investment Advisers Act of 1940 (the ``Advisers Act''). The Adviser
may enter sub-advisory agreements with one or more investment advisers
to serve as sub-advisers to a Fund (each, a ``Sub-Adviser''). Each Sub-
Adviser will be registered, or not subject to registration, under the
Advisers Act. TRIPS, a broker-dealer registered under the Securities
Exchange Act of 1934 (``Exchange Act'' and such persons registered
under the Exchange Act, a ``Broker'') will serve as distributor
(``Distributor'') for the Funds. Applicants request that the order also
apply to any other Distributor to the Funds that complies with the
terms and conditions of the application.
    3. Applicants are requesting relief to permit the Corporation to
create and operate the Initial Fund that offers Shares redeemable in
large aggregations only (``ETF Relief''). Applicants request that the
ETF Relief apply to the Initial Fund and to any future series of the
Corporation or any other registered open-end management company that
(a) is advised by TRP or an entity controlling, controlled by, or under
common control with TRP (collectively, the ``Adviser''), and (b)
utilizes active management investment strategies (``Future Funds'').\1\
The Initial Fund and Future Funds together are the ``Funds.'' Each Fund
will consist of a portfolio of securities and other assets (``Portfolio
Instruments'').\2\ Funds may invest in ``Depositary Receipts.'' A Fund
will not invest in any Depositary Receipts that the Adviser deems to be
illiquid or for which pricing information is not readily available.\3\
Each Fund will operate as an actively managed exchanged-traded fund
(``ETF''). In addition, each Fund may operate as an acquiring fund in a
fund of funds structure (``FOF''), as an acquired fund in a fund of
funds structure (``Non-FOF''), or as a feeder fund in a master-feeder
structure (``Feeder Fund'').\4\
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    \1\ All entities that currently intend to rely on the 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. An Acquiring Fund (as defined below) may rely on the
order only to invest in a Non-FOF (as defined below) and not in any
other registered investment company.
    \2\ If a Fund (or in the case of a Feeder Fund, its Master Fund,
as defined below) invests in derivatives: (a) The Board periodically
will review and approve (i) the Fund's (or in the case of a Feeder
Fund, its Master Fund's) use of derivatives and (ii) how the Fund's
investment adviser assesses and manages risk with respect to the
Fund's (or in the case of a Feeder Fund, its Master Fund's) use of
derivatives; and (b) in the Fund's disclosure of its (in the case of
a Feeder Fund, its Master Fund's) use of derivatives in its offering
documents and periodic reports will be consistent with relevant
Commission and staff guidance.
    \3\ Depositary Receipts are typically issued by a financial
institution, a ``depositary'', and evidence ownership in a security
or pool of securities that have been deposited with the depositary.
No affiliated persons of applicants, the Future Funds, the Adviser,
or any Subadviser will serve as the depositary bank for any
Depositary Receipts held by a Fund.
    \4\ Feeder Funds are Non-FOFs that comply with condition 17
below, unless their respective Master Funds invest in other
investment companies or companies that rely on section 3(c)(1) or
3(c)(7) of the Act in excess of the limits in section 12(d)(1)(A) of
the Act.
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    4. Applicants also request that pursuant to section 12(d)(1)(J) the
order permit certain investment companies registered under the Act to
acquire Shares of a Non-FOF beyond the limitations in section
12(d)(1)(A) and permit a Non-FOF, the Distributor, and any Brokers to
sell Shares beyond the limitations in section 12(d)(1)(B) (``12(d)(1)
Relief'').\5\ Applicants request that the 12(d)(1) Relief apply to each
management investment company or unit investment trust registered under
the Act that is not part of the same ``group of investment companies''
as the Non-FOFs within the meaning of section 12(d)(1)(G)(ii) of the
Act and that enters into an Acquiring Fund Agreement (defined below)
with a Non-FOF (such management investment companies, ``Acquiring
Management Companies,'' such unit investment trusts, ``Acquiring
Trusts,'' and Acquiring Management Companies and Acquiring Trusts
together, ``Acquiring Funds''). The 12(d)(1) Relief would not apply to
any Fund that is, either directly or through a master-feeder structure,
acquiring 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 in
section 12(d)(1)(A) of the Act.
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    \5\ Applicants do not request 12(d)(1) Relief for any FOF.
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    5. Applicants further request that the order permit each Feeder
Fund to acquire securities of another registered investment company
managed by the Adviser having substantially the same investment
objectives as the Feeder Fund (``Master Fund'') beyond the limitation
in section 12(d)(1)(A) and permit the Master Fund and any principal
underwriter for the Master Fund, to sell shares of the Master Fund to
the Feeder Fund beyond the limitations in section 12(d)(1)(B) (``Feeder
Relief''). Applicants may structure certain Funds as Feeder Funds to
generate economies of scale and tax

efficiencies for shareholders of all feeders of the Master Fund that
could not otherwise be realized.\6\ There would be no ability by Fund
shareholders to exchange Shares of Feeder Funds for shares of another
feeder series of the Master Fund.
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    \6\ Operating in a master-feeder structure could also impose
costs on a Feeder Fund and reduce its tax efficiency. In determining
whether a Fund will operate in a master-feeder structure, the Board
will weigh the potential advantages and disadvantages of such a
structure for the Fund. In a master-feeder structure, the Master
Fund--rather than the Feeder Fund--would invest the portfolio in
compliance with the Order.
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    6. Applicants anticipate that a Creation Unit will consist of at
least 25,000 Shares and that the price of a Share will be at least $20.
All orders to purchase Creation Units must be placed with the
Distributor by or through a party that has entered into a participant
agreement with the Distributor and the Corporation (``Authorized
Participant'') with respect to the creation and redemption of Creation
Units. An Authorized Participant is either: (a) a Broker or other
participant in the Continuous Net Settlement System of the National
Securities Clearing Corporation (``NSCC''), a clearing agency
registered with the Commission and affiliated with the Depository Trust
Company (``DTC''), or (b) a participant in the DTC (such participant,
``DTC Participant'').
    7. The Shares will be purchased and redeemed in Creation Units and
generally on an in-kind basis. Except where the purchase or redemption
will include cash under the limited circumstances specified below,
purchasers will be required to purchase Creation Units by making an in-
kind deposit of specified instruments (``Deposit Instruments''), and
shareholders redeeming their Shares will receive an in-kind transfer of
specified instruments (``Redemption Instruments'').\7\ On any given
Business Day \8\ the names and quantities of the instruments that
constitute the Deposit Instruments and the names and quantities of the
instruments that constitute the Redemption Instruments will be
identical, and these instruments may be referred to, in the case of
either a purchase or redemption, as the ``Creation Basket.'' In
addition, the Creation Basket will correspond pro rata to the positions
in a Fund's portfolio (including cash positions),\9\ except: (a) In the
case of bonds, for minor differences when it is impossible to break up
bonds beyond certain minimum sizes needed for transfer and settlement;
(b) for minor differences when rounding is necessary to eliminate
fractional shares or lots that are not tradeable round lots; \10\ or
(c) TBA Transactions,\11\ short positions and other positions that
cannot be transferred in kind \12\ will be excluded from the Creation
Basket.\13\ If there is a difference between the net asset value
(``NAV'') attributable to a Creation Unit and the aggregate market
value of the Creation Basket exchanged for the Creation Unit, the party
conveying instruments with the lower value will also pay to the other
an amount in cash equal to that difference (the ``Cash Amount'').
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    \7\ The Funds must comply with the federal securities laws in
accepting Deposit Instruments and satisfying redemptions with
Redemption Instruments, including that the Deposit Instruments and
Redemption Instruments are sold in transactions that would be exempt
from registration under the Securities Act of 1933 (``Securities
Act''). In accepting Deposit Instruments and satisfying redemptions
with Redemption Instruments that are restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act, the Funds
will comply with the conditions of Rule 144A.
    \8\ Each Fund will sell and redeem Creation Units on any day the
Fund is open, including as required by section 22(e) of the Act
(each a ``Business Day'').
    \9\ The portfolio used for this purpose will be the same
portfolio used to calculate the Fund's NAV for that Business Day.
    \10\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \11\ A TBA Transaction is a method of trading mortgage-backed
securities. In a TBA Transaction, the buyer and seller agree on
general trade parameters such as agency, settlement date, par amount
and price.
    \12\ This includes instruments that can be transferred in kind
only with the consent of the original counterparty to the extent the
Fund does not intend to seek such consents.
    \13\ Because these instruments will be excluded from the
Creation Basket, their value will be reflected in the determination
of the Cash Amount (as defined below).
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    8. Purchases and redemptions of Creation Units may be made in whole
or in part on a cash basis, rather than in kind, solely under the
following circumstances: (a) To the extent there is a Cash Amount, as
described above; (b) if, on a given Business Day, a Fund announces
before the open of trading that all purchases, all redemptions or all
purchases and redemptions on that day will be made entirely in cash;
(c) if, upon receiving a purchase or redemption order from an
Authorized Participant, a Fund determines to require the purchase or
redemption, as applicable, to be made entirely in cash; (d) if, on a
given Business Day, a Fund requires all Authorized Participants
purchasing or redeeming Shares on that day to deposit or receive (as
applicable) cash in lieu of some or all of the Deposit Instruments or
Redemption Instruments, respectively, solely because: (i) such
instruments are not eligible for transfer through either the NSCC
enhanced clearing process or DTC manual clearing process; or (ii) in
the case of Funds holding securities traded on global markets (``Global
Funds''), such instruments are not eligible for trading due to local
trading restrictions, local restrictions on securities transfers or
other similar circumstances; or (e) if a Fund permits an Authorized
Participant to deposit or receive (as applicable) cash in lieu of some
or all of the Deposit Instruments or Redemption Instruments,
respectively, solely because: (i) Such instruments are, in the case of
the purchase of a Creation Unit, not available in sufficient quantity;
(ii) such instruments are not eligible for trading by an Authorized
Participant or the investor on whose behalf the Authorized Participant
is acting; or (iii) a holder of Shares of a Global Fund would be
subject to unfavorable income tax treatment if the holder receives
redemption proceeds in kind.\14\
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    \14\ A ``custom order'' is any purchase or redemption of Shares
made in whole or in part on a cash basis in reliance on clause
(e)(i) or (e)(ii).
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    9. Each Business Day, before the open of trading on a national
securities exchange as defined in section 2(a)(26) of the Act
(``Exchange'') on which Shares are primarily listed (the ``Listing
Exchange''), each Fund will cause to be published through the NSCC the
names and quantities of the instruments comprising the Creation Basket,
as well as the estimated Cash Amount (if any), for that day. The
published Creation Basket will apply until a new Creation Basket is
announced on the following Business Day, and there will be no intra-day
changes to the Creation Basket except to correct errors in the
published Creation Basket. The Listing Exchange will disseminate every
15 seconds throughout the trading day an amount representing, on a per
Share basis, the sum of the current value of the Deposit Instruments
and the estimated Cash Amount.
    10. An investor purchasing or redeeming a Creation Unit from a Fund
may be charged a fee (``Transaction Fee'') to protect existing
shareholders of the Funds from the dilutive costs associated with the
purchase and redemption of Creation Units.\15\ With respect to Feeder
Funds, the Transaction Fee would be paid by purchasers and redeemers of
Creation Units directly to the Feeder Fund. Because, however, certain
costs covered by the Transaction Fee, such as brokerage costs incurred
in connection with the purchase of Deposit

Instruments not deposited by a purchaser in kind, may be borne by the
Master Fund rather than the Feeder Fund, the Feeder Fund may pass a
portion of the Transaction Fee through to the Master Fund.\16\
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    \15\ Where a Fund permits an in-kind purchaser to substitute
cash in lieu of depositing one or more Deposit Instruments, the
Transaction Fee imposed on a purchaser or redeemer may be higher.
    \16\ Applicants are not requesting relief from section 18 of the
Act. Accordingly, a Master Fund may require a Transaction Fee
payment to cover expenses related to purchases or redemptions of the
Master Fund's shares by a Feeder Fund only if it requires the same
payment for equivalent purchases or redemptions by any other feeder
fund. Thus, for example, a Master Fund may require payment of a
Transaction Fee by a Feeder Fund for transactions for 5,000 or more
shares so long as it requires payment of the same Transaction Fee by
all feeder funds for transactions involving 5,000 or more shares.
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    11. All orders to purchase Creation Units will be placed with the
Distributor by or through an Authorized Participant and the Distributor
will transmit all purchase orders to the relevant Fund. The Distributor
will be responsible for delivering a prospectus (``Prospectus'') to
those persons purchasing Creation Units and for maintaining records of
both the orders placed with it and the confirmations of acceptance
furnished by it.
    12. Shares will be listed and traded at negotiated prices on an
Exchange and traded in the secondary market. Applicants expect that
exchange specialists and market makers (collectively, ``Exchange
Specialists'') will be assigned to Shares. The price of Shares trading
on an Exchange will be based on a current bid/offer in the secondary
market. Transactions involving the purchases and sales of Shares on an
Exchange will be subject to customary brokerage commissions and
charges.
    13. Applicants expect that purchasers of Creation Units will
include institutional investors and arbitrageurs. Authorized
Participants also may purchase Creation Units in connection with market
making activities.\17\ Applicants expect that secondary market
purchasers of Shares will include both institutional and retail
investors.\18\ Applicants expect that arbitrage opportunities created
by the ability to continually purchase or redeem Creation Units at
their NAV per Share should ensure that the Shares will not trade at a
material discount or premium in relation to their NAV.
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    \17\ Applicants note that Nasdaq's listing requirements require
at least two market makers to be registered in Shares in order to
maintain the Nasdaq listing. Applicants also note that market makers
on Nasdaq and NYSE Arca must make a continuous, two-sided market at
all times or risk regulatory sanctions. Applicants believe that the
competition on Nasdaq and NYSE Arca among market makers, many of
whom may be Authorized Participants, engaging in arbitrage
activities would result in a highly efficient and effective market
for Shares.
    \18\ Shares will be registered in book-entry form only. DTC or
its nominee will be the record or registered owner of all
outstanding Shares. Beneficial ownership of Shares will be shown on
the records of DTC or DTC Participants.
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    14. Shares will not be individually redeemable and owners of Shares
may acquire Shares from a Fund or tender shares for redemption to the
Fund in Creation Units only. To redeem, an investor must accumulate
enough Shares to constitute a Creation Unit. Redemption requests must
be placed by or through an Authorized Participant. As discussed above,
redemptions of Creation Units will generally be made on an in-kind
basis, subject to certain specified exceptions under which redemptions
may be made in whole or in part on a cash basis, and will be subject to
a Transaction Fee.
    15. No Fund will be marketed or otherwise held out as a mutual
fund. All marketing materials that describe the features or method of
obtaining, buying or selling Creation Units, or Shares traded on an
Exchange, or refer to redeemability, will prominently disclose that
Shares are not individually redeemable shares and owners of Shares may
acquire Shares from a Fund, or tender those Shares for redemption to a
Fund in Creation Units only.
    16. Each Fund's Web site, accessible to all investors at no charge,
will publish the current version of the Prospectus and other
information about the Fund that is updated on a daily basis, including,
on a per Share basis for the Fund, daily trading volume, the prior
Business Day's NAV and the market closing price or midpoint of the bid/
ask spread at the time of the calculation of such NAV (``Bid/Ask
Price''), and a calculation of the premium or discount of either the
market closing price to the NAV or the Bid/Ask Price to the NAV. On
each Business Day, before commencement of trading in Shares on the
Exchange, the Fund will disclose on its Web site the identities and
quantities of the Portfolio Instruments held by the Fund,\19\ that will
form the basis for the Fund's calculation of NAV at the end of the
Business Day.\20\
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    \19\ Feeder Funds will disclose the portfolio of their Master
Fund.
    \20\ Applicants note that under accounting procedures followed
by the Funds (and the Master Funds), trades made on the prior
Business Day will be booked and reflected in NAV on the current
Business Day. Accordingly, the Funds will be able to disclose at the
beginning of the Business Day the portfolio that will form the basis
for the NAV calculation at the end of the Business Day.
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Applicants' Legal Analysis

    1. Applicants request an order under section 6(c) of the Act for an
exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act
and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act
for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and
under section 12(d)(1)(J) of the Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act.
    2. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction, or any class of persons,
securities or transactions, from any provision of the Act, if and to
the extent that 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.
Section 17(b) of the Act authorizes the Commission to exempt a proposed
transaction from section 17(a) of the Act if evidence establishes that
the terms of the transaction, including the consideration to be paid or
received, are reasonable and fair and do not involve overreaching on
the part of any person concerned, and the proposed transaction is
consistent with the policies of the registered investment company and
the general provisions of the Act. 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.

Sections 5(a)(1) and 2(a)(32) of the Act

    3. Section 5(a)(1) of the Act defines an ``open-end company'' as a
management investment company that is offering for sale or has
outstanding any redeemable security of which it is the issuer. Section
2(a)(32) of the Act defines a redeemable security as any security,
other than short-term paper, under the terms of which the holder, upon
its presentation to the issuer, is entitled to receive approximately a
proportionate share of the issuer's current net assets, or the cash
equivalent. Because Shares will not be individually redeemable,
applicants request an order to permit the Corporation to register as an
open-end management investment company and the Funds to redeem Shares
in Creation Units only.\21\ Applicants state that investors may
purchase Shares in Creation Units and redeem Creation Units from each
Fund. Applicants further state that because the market

price of Creation Units will be disciplined by arbitrage opportunities,
investors should be able to sell Shares in the secondary market at
prices that do not vary materially from their NAV.
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    \21\ The Master Funds will not require relief from sections
2(a)(32) and 5(a)(1) because the Master Funds will operate as
traditional mutual funds and issue individually redeemable
securities.
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Section 22(d) of the Act and Rule 22c-1 Under the Act

    4. Section 22(d) of the Act, among other things, prohibits a dealer
from selling a redeemable security, that is currently being offered to
the public by or through a principal underwriter, except at a current
public offering price described in the prospectus. Rule 22c-1 under the
Act generally requires that a dealer selling, redeeming, or
repurchasing a redeemable security do so only at a price based on its
NAV. Applicants state that secondary market trading in Shares will take
place at negotiated prices, not at a current offering price described
in the Prospectus, and not at a price based on NAV. Thus, purchases and
sales of Shares in the secondary market will not comply with section
22(d) of the Act and rule 22c-1 under the Act. Applicants request an
exemption under section 6(c) from these provisions.
    5. Applicants assert that the concerns sought to be addressed by
section 22(d) of the Act and rule 22c-1 under the Act with respect to
pricing are equally satisfied by the proposed method of pricing Shares.
Applicants maintain that while there is little legislative history
regarding section 22(d), its provisions, as well as those of rule 22c-
1, appear to have been designed to (a) prevent dilution caused by
certain riskless-trading schemes by principal underwriters and contract
dealers, (b) prevent unjust discrimination or preferential treatment
among buyers resulting from sales at different prices, and (c) assure
an orderly distribution system of investment company shares by
eliminating price competition from Brokers offering shares at less than
the published sales price and repurchasing shares at more than the
published redemption price.
    6. Applicants believe that none of these purposes will be thwarted
by permitting Shares to trade in the secondary market at negotiated
prices. Applicants state that (a) secondary market trading in Shares
would not cause dilution of an investment in Shares because such
transactions do not directly involve Fund assets, and (b) to the extent
different prices exist during a given trading day, or from day to day,
such variances occur as a result of third-party market forces, such as
supply and demand. Therefore, applicants assert that secondary market
transactions in Shares will not lead to discrimination or preferential
treatment among purchasers. Finally, applicants contend that the
proposed distribution system will be orderly because arbitrage activity
should ensure that the difference between NAV and the market price of
Shares remains immaterial.

Sections 22(e) of the Act

    7. Section 22(e) of the Act generally prohibits a registered
investment company from suspending the right of redemption or
postponing the date of payment of redemption proceeds for more than
seven days after the tender of a security for redemption. Applicants
observe that settlement of redemptions of Creation Units of the Global
Funds is contingent not only on the settlement cycle of the U.S.
securities markets but also on the delivery cycles present in foreign
markets in which Global Funds may invest. Applicants have been advised
that, under certain circumstances, the delivery cycles for transferring
Redemption Instruments to redeeming investors, coupled with local
market holiday schedules, will require a delivery process of up to 14
calendar days. Applicants therefore request relief from section 22(e)
in order to provide payment or satisfaction of redemptions within the
maximum number of calendar days required for such payment or
satisfaction, up to a maximum of 14 calendar days, in the principal
local markets where transactions in the Redemption Instruments of each
Global Fund customarily clear and settle, but in all cases no later
than 14 calendar days following the tender of a Creation Unit.
    8. Applicants state that section 22(e) was designed to prevent
unreasonable, undisclosed or unforeseen delays in the actual payment of
redemption proceeds. Applicants state that allowing redemption payments
for Creation Units of a Global Fund (and in the case of a Feeder Fund,
the Master Funds),\22\ to be made within a maximum of 14 calendar days
would not be inconsistent with the spirit and intent of section 22(e).
Applicants state the SAI will identify those instances in a given year
where, due to local holidays, more than seven days will be needed to
deliver redemption proceeds and will list such holidays and the maximum
number of days, but in no case more than 14 calendar days. Applicants
are not seeking relief from section 22(e) with respect to Global Funds
that do not effect creations or redemptions in-kind.
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    \22\ Other feeder funds invested in any Master Fund are not
seeking, and will not rely on, the section 22(e) relief requested
herein.
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    9. With respect to Feeder Funds, only in-kind redemptions may
proceed on a delayed basis pursuant to the relief requested from
section 22(e). In the event of such an in-kind redemption, the Feeder
Fund would make a corresponding redemption from the Master Fund.
Applicants do not believe the master-feeder structure would have any
impact on the delivery cycle.

Section 12(d)(1) of the Act

    10. Section 12(d)(1)(A) of the Act 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, or
any other broker or dealer from selling its 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.
    11. Applicants request relief to permit Acquiring Funds to acquire
Shares beyond the limits of section 12(d)(l)(A) of the Act and to
permit the Non-FOFs, their principal underwriters and any Broker to
sell Shares to an Acquiring Fund beyond the limits of section
12(d)(l)(B) of the Act. Applicants submit that the proposed conditions
to the requested relief address the concerns underlying the limits in
section 12(d)(1) which include concerns about undue influence,
excessive layering of fees and overly complex structures.
    12. Applicants submit that their proposed conditions address any
concerns regarding the potential for undue influence. To limit the
control that an Acquiring Fund may have over a Fund, applicants propose
a condition prohibiting the adviser of an Acquiring Management Company
(``Acquiring Fund Adviser''), sponsor of an Acquiring Trust
(``Sponsor''), any person controlling, controlled by, or under common
control with the Acquiring Fund Adviser or Sponsor, and any investment
company or issuer that would be an investment company but for sections
3(c)(l) or 3(c)(7) of the Act that is advised or sponsored by the
Acquiring Fund Adviser, the Sponsor, or any person controlling,
controlled by,

or under common control with the Acquiring Fund Adviser or Sponsor
(``Acquiring Fund's 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 any sub-adviser to an
Acquiring Management Company (``Acquiring Fund Subadviser''), any
person controlling, controlled by, or under common control with the
Acquiring Fund Subadviser, and any investment company or issuer that
would be an investment company but for sections 3(c)(l) or 3(c)(7) of
the Act (or portion of such investment company or issuer) advised or
sponsored by the Acquiring Fund Subadviser or any person controlling,
controlled by or under common control with the Acquiring Fund
Subadviser (``Acquiring Fund's Subadvisory Group'').
    13. Applicants propose a condition to ensure that no Acquiring Fund
or Acquiring Fund Affiliate \23\ (except to the extent it is acting in
its capacity as an investment adviser to a Fund) will cause a Non-FOF
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, Acquiring Fund Adviser, Acquiring Fund
Subadviser, Sponsor, or employee of the Acquiring Fund, or a person of
which any such officer, director, member of an advisory board,
Acquiring Fund Adviser, Acquiring Fund Subadviser, Sponsor, or employee
is an affiliated person (except any person whose relationship to the
Non-FOF is covered by section 10(f) of the Act is not an Underwriting
Affiliate).
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    \23\ An ``Acquiring Fund Affiliate'' is any Acquiring Fund
Adviser, Acquiring Fund Subadviser(s), Sponsor, promoter or
principal underwriter of an Acquiring Fund, and any person
controlling, controlled by or under common control with any of these
entities. A ``Fund Affiliate'' is an investment adviser, promoter or
principal underwriter of a Non-FOF (or in the case of a Feeder Fund,
the Master Fund) and any person controlling, controlled by or under
common control with any of these entities.
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    14. Applicants propose several conditions to address the potential
for layering of fees. Applicants note that the board of directors or
trustees (``Board'') of any Acquiring 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
(``independent directors or trustees''), will be required to find that
the advisory fees charged under the contract(s) are based on services
provided that will be in addition to, rather than duplicative of,
services provided under the advisory contract(s) of any Non-FOF (or in
the case of a Feeder Fund, the Master Fund) in which the Acquiring
Management Company may invest. Applicants also state that any sales
charges and/or service fees charged with respect to shares of an
Acquiring Fund will not exceed the limits applicable to a fund of funds
as set forth in NASD Conduct Rule 2830.\24\
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    \24\ 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.
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    15. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that a Non-FOF (and
in the case of a Feeder Fund, the Master Fund) will be prohibited from
acquiring 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 Non-
FOF acquires such securities in compliance with Section 12(d)(1)(E) of
the Act or this order or the Non-FOF (or in the case of a Feeder Fund,
the Master 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 the Non-FOF (or in the case of a Feeder Fund, the
Master 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.
    16. To ensure that an Acquiring Fund is aware of the terms and
conditions of the requested order, the Acquiring Fund must enter into
an agreement with the respective Non-FOF (``Acquiring Fund
Agreement''). The Acquiring Fund Agreement will include an
acknowledgment from the Acquiring Fund that it may rely on the order
only to invest in a Non-FOF and not in any other investment company.
    17. Applicants also are seeking the Feeder Relief to permit the
Feeder Funds to perform creations and redemptions of Shares in-kind
with their Master Funds. Applicants assert that this structure is
substantially identical to traditional master-feeder structures
permitted pursuant to the exception provided in section 12(d)(1)(E) of
the Act. Section 12(d)(1)(E) provides that the percentage limitations
of sections 12(d)(1)(A) and (B) will not apply to a security issued by
an investment company (in this case, the shares of the applicable
Master Fund) if, among other things, that security is the only
investment security held in the investing fund's portfolio (in this
case, the Feeder Fund's portfolio). Applicants believe the proposed
master-feeder structure complies with section 12(d)(1)(E) because each
Feeder Fund will hold only investment securities issued by its
corresponding Master Fund; however, the Feeder Funds may receive
securities other than securities of its corresponding Master Fund if a
Feeder Fund accepts an in-kind creation. To the extent that a Feeder
Fund may be deemed to be holding both shares of the Master Fund and
other securities, applicants request relief from sections 12(d)(1)(A)
and (B). The Feeder Funds would operate in compliance with all other
provisions of section 12(d)(1)(E).

Sections 17(a)(1) and (2) of the Act

    18. Section 17(a) of the Act generally prohibits an affiliated
person of a registered investment company, or an affiliated person of
such a person (``second tier affiliate''), from selling any security to
or purchasing any security from the company. Section 2(a)(3) of the Act
defines ``affiliated person'' to include 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 and any
person directly or indirectly controlling, controlled by, or under
common control with, the other person. Section 2(a)(9) of the Act
defines ``control'' as the power to exercise a controlling influence
over the management or policies of a company and provides that a
control relationship will be presumed where one person owns more than
25% of another person's voting securities. The Funds may be deemed to
be controlled by the Adviser and hence affiliated persons of each
other. In addition, the Funds may be deemed to be under common control
with any other registered investment company (or series thereof)
advised by the Adviser (an ``Affiliated Fund'').
    19. Applicants request an exemption from section 17(a) under
sections 6(c) and 17(b) to permit in-kind purchases and redemptions by
persons that are affiliated persons or second tier affiliates of the
Funds solely by virtue of: (a) Holding 5% or more, or in excess of 25%,
of the outstanding Shares of one

or more Funds; (b) having an affiliation with a person with an
ownership interest described in (a); or (c) holding 5% or more, or more
than 25%, of the Shares of one or more Affiliated Funds.\25\ Applicants
also request an exemption in order to permit a Non-FOF to sell Shares
to and redeem Shares from, and engage in the in-kind transactions that
would accompany such sales and redemptions with, an Acquiring Fund
which the Non-FOF is an affiliated person or a second tier
affiliate.\26\
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    \25\ Applicants are not seeking relief from section 17(a) for,
and the requested relief will not apply to, transactions where a
Fund could be deemed an affiliated person, or an affiliated person
of an affiliated person, of an Acquiring Fund because the Adviser
provides investment advisory services to that Acquiring Fund.
    \26\ Applicants state that although they believe that an
Acquiring Fund generally will purchase Shares in the secondary
market, an Acquiring Fund might seek to transact in Creation Units
directly with a Non-FOF.
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    20. Applicants assert that no useful purpose would be served by
prohibiting the affiliated persons from making in-kind purchases or in-
kind redemptions of Shares of a Fund in Creation Units. Except in
certain circumstances described above, the Deposit Instruments and
Redemption Instruments will be the same for all purchasers and
redeemers, respectively, and will correspond pro rata to the Fund's
Portfolio Instruments. The deposit procedures for in-kind purchases of
Creation Units and the redemption procedures for in-kind redemptions
will be the same for all purchases and redemptions. Deposit Instruments
and Redemption Instruments will be valued in the same manner as those
Portfolio Instruments currently held by the relevant Fund. Applicants
do not believe that in-kind purchases and redemptions will result in
abusive self-dealing or overreaching of the Fund.
    21. Applicants also submit that the sale of Shares to and
redemption of Shares from an Acquiring Fund meets the standards for
relief under sections 17(b) and 6(c) of the Act. Applicants note that
any consideration paid for the purchase or redemption of Shares
directly from a Non-FOF will be based on the NAV of the Non-FOF.\27\
Applicants also state that the proposed transactions are consistent
with the general purposes of the Act and appropriate in the public
interest.
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    \27\ Applicants acknowledge that the receipt of compensation by
(a) an affiliated person of an Acquiring Fund, or an affiliated
person of such person, for the purchase by the Acquiring Fund of
Shares or (b) an affiliated person of a Non-FOF, or an affiliated
person of such person, for the sale by the Non-FOF of its Shares to
an Acquiring Fund, may be prohibited by section 17(e)(1) of the Act.
The Acquiring Fund Agreement also will include this acknowledgment.
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    22. To the extent that a Fund operates in a master-feeder
structure, applicants also request relief permitting the Feeder Funds
to engage in in-kind creations and redemptions with the applicable
Master Fund. Applicants state that the customary section 17(a)(1) and
17(a)(2) relief would not be sufficient to permit such transactions
because the Feeder Funds and the applicable Master Fund could also be
affiliated by virtue of having the same investment adviser. However,
applicants believe that in-kind creations and redemptions between a
Feeder Fund and a Master Fund advised by the same investment adviser do
not involve ``overreaching'' by an affiliated person. Such transactions
will occur only at the Feeder Fund's proportionate share of the Master
Fund's net assets, and the distributed securities will be valued in the
same manner as they are valued for the purposes of calculating the
applicable Master Fund's NAV. Further, all such transactions will be
effected with respect to pre-determined securities and on the same
terms with respect to all investors. Finally, such transactions would
only occur as a result of, and to effectuate, a creation or redemption
transaction between the Feeder Fund and a third-party investor.
Applicants believe that the terms of the proposed transactions are
reasonable and fair and do not involve overreaching on the part of any
person concerned and that the transactions are consistent with the
general purposes of the Act.

Applicants' Conditions

ETF Relief

    Applicants agree that any order of the Commission granting the
requested ETF Relief will be subject to the following conditions:
    1. As long as a Fund operates in reliance on the requested order,
its Shares will be listed on an Exchange.
    2. Neither the Corporation nor any Fund will be advertised or
marketed as an open-end investment company or a mutual fund. Any
advertising material that describes the purchase or sale of Creation
Units or refers to redeemability will prominently disclose that the
Shares are not individually redeemable and that owners of Shares may
acquire those Shares from a Fund and tender those Shares for redemption
to a Fund in Creation Units only.
    3. The Web site for the Funds, which is and will be publicly
accessible at no charge, will contain, on a per Share basis for each
Fund, the prior Business Day's NAV and the market closing price or Bid/
Ask Price of the Shares, and a calculation of the premium or discount
of the market closing price or Bid/Ask Price against such NAV.
    4. On each Business Day, before commencement of trading in Shares
on the Listing Exchange, the Fund (or in the case of a Feeder Fund, the
Master Fund) will disclose on its Web site the identities and
quantities of the Portfolio Instruments held by the Fund that will form
the basis for the Fund's calculation of NAV at the end of the Business
Day.
    5. The Adviser or Subadviser, directly or indirectly, will not
cause any Authorized Participant (or any investor on whose behalf an
Authorized Participant may transact with the Fund) to acquire any
Deposit Instrument for the Fund through a transaction in which the Fund
could not engage directly.
    6. The requested ETF Relief, other than the Feeder Relief, will
expire on the effective date of any Commission rule under the Act that
provides relief permitting the operation of actively managed exchange-
traded funds.

12(d)(1) Relief

    Applicants agree that any order of the Commission granting the
requested 12(d)(1) Relief will be subject to the following conditions:
    7. The members of an Acquiring Fund's Advisory Group will not
control (individually or in the aggregate) a Non-FOF (or in the case of
a Feeder Fund, the Master Fund) within the meaning of section 2(a)(9)
of the Act. The members of an Acquiring Fund's Subadvisory Group will
not control (individually or in the aggregate) a Non-FOF (or in the
case of a Feeder Fund, the Master 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 the Non-FOF, the Acquiring Fund's Advisory Group
or the Acquiring Fund's Subadvisory Group, each in the aggregate,
becomes a holder of more than 25 percent of the outstanding voting
securities of a Non-FOF, it will vote its Shares of the Non-FOF in the
same proportion as the vote of all other holders of such Shares. This
condition does not apply to the Acquiring Fund's Subadvisory Group with
respect to a Non-FOF (or in the case of a Feeder Fund, the Master Fund)
for which the Acquiring Fund Subadviser or a person controlling,
controlled by or under common control with the Acquiring Fund
Subadviser acts as the investment adviser within the meaning of section
2(a)(20)(A) of the Act.
    8. No Acquiring Fund or Acquiring Fund Affiliate will cause any
existing or potential investment by the Acquiring

Fund in a Non-FOF to influence the terms of any services or
transactions between the Acquiring Fund or an Acquiring Fund Affiliate
and the Non-FOF (or in the case of a Feeder Fund, the Master Fund) or a
Fund Affiliate.
    9. The board of directors or trustees of an Acquiring Management
Company, including a majority of the independent directors or trustees,
will adopt procedures reasonably designed to ensure that the Acquiring
Fund Adviser and any Acquiring Fund Subadviser are conducting the
investment program of the Acquiring Management Company without taking
into account any consideration received by the Acquiring Management
Company or an Acquiring Fund Affiliate from a Non-FOF (or in the case
of a Feeder Fund, the Master Fund) or a Fund Affiliate in connection
with any services or transactions.
    10. Once an investment by an Acquiring Fund in Shares exceeds the
limits in section 12(d)(1)(A)(i) of the Act, the board of directors
(``Board'') of a Non-FOF (or in the case of a Feeder Fund, the Master
Fund), including a majority of the independent directors or trustees,
will determine that any consideration paid by the Non-FOF (or in the
case of a Feeder Fund, the Master Fund) to an Acquiring Fund or an
Acquiring Fund 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 Non-FOF (or in the
case of a Feeder Fund, the Master Fund); (b) is within the range of
consideration that the Non-FOF (or in the case of a Feeder Fund, the
Master 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 a Non-FOF (or in the case of a Feeder Fund, the Master Fund)
and its investment adviser(s), or any person controlling, controlled by
or under common control with such investment adviser(s).
    11. No Acquiring Fund or Acquiring Fund Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Non-
FOF (or in the case of a Feeder Fund, the Master Fund)) will cause a
Non-FOF (or in the case of a Feeder Fund, the Master Fund) to purchase
a security in any Affiliated Underwriting.
    12. The Board of a Non-FOF (or in the case of a Feeder Fund, the
Master Fund), including a majority of the independent directors or
trustees, will adopt procedures reasonably designed to monitor any
purchases of securities by the Non-FOF (or in the case of a Feeder
Fund, the Master Fund) in an Affiliated Underwriting, once an
investment by an Acquiring Fund in the securities of the Non-FOF
exceeds the limit of section 12(d)(1)(A)(i) of the Act, including any
purchases made directly from an Underwriting Affiliate. The Board will
review these purchases periodically, but no less frequently than
annually, to determine whether the purchases were influenced by the
investment by the Acquiring Fund in the Non-FOF. The Board will
consider, among other things: (a) Whether the purchases were consistent
with the investment objectives and policies of the Non-FOF (or in the
case of a Feeder Fund, the Master 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 Non-FOF (or in the case of a
Feeder Fund, the Master Fund) in Affiliated Underwritings and the
amount purchased directly from an Underwriting Affiliate have changed
significantly from prior years. The Board 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 interest of shareholders.
    13. Each Non-FOF (or in the case of a Feeder Fund, the Master 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 an Acquiring Fund in the securities of the Non-FOF
exceeds the limit of 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
were made.
    14. Before investing in a Non-FOF in excess of the limits in
section 12(d)(1)(A), an Acquiring Fund and the Non-FOF will execute an
Acquiring Fund Agreement stating that their boards of directors or
trustees and their investment adviser(s), or Trustee and Sponsor, 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 in excess of the limit in section 12(d)(1)(A)(i),
an Acquiring Fund will notify the Non-FOF of the investment. At such
time, the Acquiring Fund will also transmit to the Non-FOF a list of
the names of each Acquiring Fund Affiliate and Underwriting Affiliate.
The Acquiring Fund will notify the Non-FOF of any changes to the list
of the names as soon as reasonably practicable after a change occurs.
The Non-FOF and the Acquiring Fund will maintain and preserve a copy of
the order, the Acquiring Fund 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.
    15. The Acquiring Fund Adviser, Trustee or Sponsor, as applicable,
will waive fees otherwise payable to it by the Acquiring Fund in an
amount at least equal to any compensation (including fees received
pursuant to any plan adopted under rule 12b-1 under the Act) received
from a Non-FOF (or in the case of a Feeder Fund, the Master Fund) by
the Acquiring Fund Adviser, Trustee or Sponsor, or an affiliated person
of the Acquiring Fund Adviser, Trustee or Sponsor, other than any
advisory fees paid to the Acquiring Fund Adviser, Trustee or Sponsor,
or its affiliated person by the Non-FOF (or in the case of a Feeder
Fund, the Master Fund), in connection with the investment by the
Acquiring Fund in the Non-FOF. Any Acquiring Fund Subadviser will waive
fees otherwise payable to the Acquiring Fund Subadviser, directly or
indirectly, by the Acquiring Management Company in an amount at least
equal to any compensation received from a Non-FOF (or in the case of a
Feeder Fund, the Master Fund) by the Acquiring Fund Subadviser, or an
affiliated person of the Acquiring Fund Subadviser, other than any
advisory fees paid to the Acquiring Fund Subadviser or its affiliated
person by the Non-FOF (or in the case of a Feeder Fund, the Master
Fund), in connection with any investment by the Acquiring Management
Company in the Non-FOF made at the direction of the Acquiring Fund
Subadviser. In the event that the Acquiring Fund Subadviser waives
fees, the benefit of

the waiver will be passed through to the Acquiring Management Company.
    16. Any sales charges and/or service fees charged with respect to
shares of an Acquiring Fund will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    17. No Non-FOF (or in the case of a Feeder Fund, the Master 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 Non-
FOF acquires such securities in compliance with section 12(d)(1)(E) of
the Act or the Feeder Relief in this order; or the Non-FOF (or in the
case of a Feeder Fund, the Master 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 securities of
another investment company pursuant to exemptive relief from the
Commission permitting such Non-FOF (or in the case of a Feeder Fund,
the Master 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.
    18. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Acquiring Management
Company, including a majority of the independent directors or 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 Non-FOF (or in the case of a Feeder Fund, the Master Fund) in which
the Acquiring Management Company may invest. These findings and their
basis will be recorded fully in the minute books of the appropriate
Acquiring Management Company.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-30054 Filed 12-12-12; 8:45 am]
BILLING CODE 8011-01-P