324 Management Questions—Public Assistance Program

Why does the Grantee need to do a budget after it receives the lock-in
amounts when the Grantee has already identified budget considerations in
the State Administration Plan?

The documentation requirement is that a plan must be submitted stating
how the grantee will use the money over the life of the grant.  The plan
should show how the funds will be spent in each year.  Since the 3.34
percent for a major disaster and 3.90 percent for emergencies are caps,
the plan should spread the planned expenditures over the duration of the
disaster so that the funding is not exhausted before the grant is
closed.  There may be overlap between the documentation that must be
submitted to allow obligation of funding for Section 324 Management
Costs and the documentation that is submitted for the State
Administrative Plan.

What does this budget have to look like?  Does it have to identify costs
per major category with specific amount attached to each category or can
the Grantee just list the item it hope to pay for with the available
funds?

The documentation must include a description of activities, personnel
requirements, and other costs for which the grantee will use Section 324
Management Costs funding throughout the disaster; the grantee’s plan
for expending and monitoring the funds provided and ensuring sufficient
funds are budgeted for grant closeout; and, an estimate of the
reasonable percentage or amount of pass-though funds the grantee will
make available to subgrantees, including the basis, criteria, or formula
for the determination.

(See DAP 9525.9, Section 324 Management Costs and Direct Administrative
Costs, Paragraph VII.C.7. and 44 CFR §207.7(d).)

Can the Grantee still send in a percentage of time spent per each
disaster, or does it have to be more specific?

The documentation must be reviewed and approved by the Regional
Administrator prior to the funding of more than 25 percent of the
initial lock-in amount.

Documentation must include a description of activities, personnel
requirements, and other costs for which the grantee and subgrantees will
use Section 324 Management Costs funding throughout the disaster.  The
documentation must include proposed management costs such as utility
costs to be apportioned to the disaster, personnel (position titles and
percentage of time for each position), equipment rentals and purchases,
purchases of supplies, and acquisition of other equipment, such as cell
phones.  (See 44 CFR §207.7 and DAP 9525.9, Section 324 Management
Costs and Direct Administrative Costs, Paragraph VII.C.7. for additional
documentation requirements.)

How will the Grantee apply for reimbursements from FEMA?

The grantee will submit its initial Section 324 Management Costs funding
request to the Regional Administrator using a Project Worksheet.  Upon
receipt of the Project Worksheet and in accordance with 44 CFR
§207.7(b) and (c), the Regional Public Assistance Branch Chief will
obligate 25 percent of the estimated lock-in amount.  As required by
regulation, the State Administrative Plan must be amended to include
procedures for subgrantee management costs amount or percentage
determination, pass through, closeout, and audit before management funds
will be provided.  (See 44 CFR §207.5(b)(1) and 44 CFR §207.7(b).)  To
simplify processing and tracking, Standard Project 853-Section 324
Management Costs has been established as the project title in the
National Emergency Information Management System (NEMIS) and the
Emergency Management Mission Integrated Environment (EMMIE).  The
Project Worksheet will be processed under category Z.  (See DAP 9525.9,
Section 324 Management Costs and Direct Administrative Costs, Paragraph
VII.C.6.)

Does the Regional Office still have authority to approve reimbursement
request amounts up to $150,000 or does everything have to go to FEMA
National?

The funding process is different from the past way of operating.  FEMA
Headquarters does not review requests in the way it formerly did.  The
FEMA Chief Financial Officer issues lock-in letters that are sent to the
Regional Administrator.  They are issued at 30-35 days (preliminary
lock-in), six months (interim lock-in) and 12 months (final lock-in)
from the date of the declaration.  The Regional Administrator will
inform the grantee of the lock-in amount.  (See DAP 9525.9, Section 324
Management Costs and Direct Administrative Costs, Paragraph VII.C.4. and
44 CFR §207.5(b).)

Is there anything the Grantee should have done/be doing when it receives
the 30-day, six-month and 12-month lock-in amounts?

The State Administrative Plan must be amended before management costs
can be funded.  (See 44 CFR §207.7(b).)  In order to receive Section
324 Management Costs funding, the grantee must request funding upon
notification of the preliminary lock-in (initial funding request) and
upon notification of the final lock-in (final funding request).  (See
44 CFR §207.7(b), (c), and (f).)  With a demonstration of need, the
grantee also may request interim funding upon notification of the
six-month interim lock-in (interim funding request).  (See DAP 9525.9,
Section 324 Management Costs and Direct Administrative Costs, Paragraph
VII.C.5. and 44 CFR §207.7(e).)

The grantee must develop the information for the amendment to the State
Administrative Plan as required by 44 CFR §207.7(b) prior to requesting
management cost funding.  When the State Administrative Plan is amended,
the grantee submits its initial Section 324 Management Costs funding
request to the Regional Administrator using a Project Worksheet.  Upon
receipt of the Project Worksheet and in accordance with 44 CFR
§207.7(b) and (c), the Regional Public Assistance Branch Chief will
obligate 25 percent of the estimated lock-in amount.  (See also
44 CFR §207.5(b)(1) and 44 CFR §207.6(c).)  To simplify processing
and tracking, Standard Project 853-Section 324 Management Costs has been
established as the project title in the National Emergency Information
Management System (NEMIS) and the Emergency Management Mission
Integrated Environment (EMMIE).  The Project Worksheet will be processed
under category Z.  (See DAP 9525.9, Section 324 Management Costs and
Direct Administrative Costs, Paragraph VII.C.6.)

What are the specifics on allowable costs and cost share for state
management under the new guidance?

Allowable costs include equipment, materials, contracts, and other costs
required to manage the grant.  Section 324 Management Costs are 100
percent federally funded.  Direct costs tied to specific projects are
cost-shared at the prevailing cost-share rate for the declaration. (See
DAP 9525.9, Section 324 Management Costs and Direct Administrative
Costs, Paragraphs VII.C.4 and VII.D.5.)

What are acceptable methods to allocate costs to the benefiting
disasters?  How does the Grantee prorate such costs as utilities when it
has several active disasters working?

For each disaster, costs must be allocated to assure that funding is not
exhausted prior to the closeout of the disaster.  As long as this is
done, prorating costs among active disasters may be done by any method
acceptable to the Regional Administrator.

What is the current report format to request quarterly reimbursement?
What specific information should be included in each request?

There will not be quarterly reimbursements.  Once the final lock-in
amount has been established, the grantee can request that the full
amount of funding be obligated.  However, quarterly progress reports to
the Regional Administrator are required.  (See 44 CFR 207.8(c) and DAP
9525.9, Section 324 Management Costs and Direct Administrative Costs,
Paragraph VII.C.15.)  The quarterly reports should address the amount
and percentage of management costs expended relative to the percentage
of work completed on the disaster.

When can the Grantee expect to see any state management funds in
Smartlink?  What steps must be completed to get the money flowing?

The Project Worksheets are processed in the same method as other Project
Worksheets.

Explain the difference between indirect/direct costs.  What other types
of items are chargeable under indirect besides salaries?

Indirect costs are costs a grantee or subgrantee incurs for a common or
joint purpose benefiting more than one cost objective that are not
readily assignable to the cost objectives specifically benefited.  (See
44 §CFR 207.2 and DAP 9525.9, Section 324 Management Costs and Direct
Administrative Costs, Paragraph VII.A.3.)

Direct administrative costs are costs incurred by the grantee or
subgrantee that can be identified separately and assigned to a specific
project.  In accordance with OMB Circular No. A-87, treatment of direct
costs must be consistent across all Federal awards and other activities
of the grantee and subgrantee.  Such costs can include staff’s time to
conduct an initial inspection, prepare and submit a Project Worksheet,
and make interim and final inspections of the project, travel expenses,
material, equipment, and supplies.  (See DAP 9525.9, Section 324
Management Costs and Direct Administrative Costs, Paragraph VII.A.2.)

How does the Grantee claim costs for other items, such as cell phones,
office utilities, supplies, and equipment, etc.?  And, does the Grantee
need the region’s approval before submitting them?

These are indirect costs covered by the Section 324 Management Costs
funding.  (See 44 CFR §207.2 and DAP 9525.9, Section 324 Management
Costs and Direct Administrative Costs, Paragraph VII.A.3.)  Items such
as these must be included in the documentation that is submitted to the
Regional Administrator for approval no later than 120 days after the
date of the declaration.

 The Grantee has four small disasters with little management costs
funding.  Since the percentage is only 3.34%, what happens when all
management funds are spent and additional money is needed to finish out
the program?

The amount of funding available cannot exceed the amount calculated in
accordance with

44 CFR §207.5(b)(4).  (See also DAP 9525.9, Section 324 Management
Costs and Direct Administrative Costs, Paragraph VII.B.2.).

How can the Grantee get reimbursed for its direct administration that is
chargeable to each Project Worksheet for the Grantees which is under
$1,000?  Realistically, the Grantee cannot claim $1,000 for every
Project Worksheet and because of this it would be out of a lot of
personnel time and money (travel, per diem, OT) for the time it spent in
the field with the FEMA project officers, and other work with the
applicants.  This includes extra help (ADAT/reservists program).  Any
alternative?  The indirect is not an option because of limited funding.

Direct costs on a project must be accounted for on that project.  The
direct cost on multiple Project Worksheets cannot be grouped.  A
Category Z Project Worksheet with an estimate less than $1,000 is not
eligible. (See DAP 9525.9, Section 324 Management Costs and Direct
Administrative Costs, Paragraph VII.D.7.h.)

Is the final lock-in (12 months) the final estimate or can additional
lock-in amounts be requested if the Grantee has cost overruns on large
projects.  The past has shown that the disaster estimate can increase
after 12 months.

The grantee can submit a written request to the Regional Administrator
to change the amount of the lock-in, and the time at which lock-in
amount is determined.  The Regional Administrator will forward his/her
recommendation to the FEMA Chief Financial Officer for approval.  (See
44 CFR §207.5(d) and DAP 9525.9, Section 324 Management Costs and
Direct Administrative Costs, Paragraph VII.C.11.)

What is the benefit/reasoning behind lock-in amounts?  Does this give
the Grantee an opportunity to use the funds sooner and send supporting
documentation later?

The lock-in system benefits grantees by expediting funding for indirect
costs and by expanding on the types of costs that were eligible with the
previous Administrative Allowance (also known as the sliding scale or
Statutory Administrative Costs).  No management costs may be funded
until the grantee complies with the requirements of 44 CFR §207.7(b),
that is, until the grantee provides the information for the amendment to
the State Administrative Plan.  Since the lock-in letter is issued
within 30-35 days of the declaration, the Project Worksheet requesting
the initial funding (up to 25 percent of the lock-in amount) may be
prepared and approved prior to the submission of the required management
cost documentation which is due within 120 days of the declaration.
(See 44 CFR §207.7(b) and (d) and DAP 9525.9, Section 324 Management
Costs and Direct Administrative Costs, Paragraph VII.C.7.)

Page   PAGE  4  of   NUMPAGES  5


Memorandum From: Jan Matuszko USEPA/ OW/ OST ph: ( 202) 566 1035 matuszko. jan@ epa. gov To: 304( m) Record ( EPA Docket Number OW 2003 0074)

Date: December 1, 2003 Re: Status of Fertilizer Manufacturing ( CFR 418) Review During EPA's screening level analysis for its effluent guidelines program plan for 2004, EPA identified fertilizer manufacturing as a Group III category. This industry currently ranks number 10th and 13th in PCS and TRI rankings, respectively. The primary pollutants discharged ( pounds of pollutants collectively discharged in the highest quantities) by this industry are total fluoride, total iron, ammonia nitrogen, nitrate nitrogen, and total sulfide. As explained in a separate memo titled " Description and Results of EPA Methodology to Synthesize Screening Level Results for the ELG Program Plan for 2004/ 2005," EPA had concerns that it may have included some facilities in this category in error. EPA has preliminarily completed this review and the most recent results included in EPA's record reflect this review.

Current results indicate that a few facilities are driving the discharges for this category. EPA will continue investigating the pollutant discharges from these facilities.


[Federal Register Volume 82, Number 22 (Friday, February 3, 2017)]
[Notices]
[Page 9214]
[FR Doc No: 2017-02338]

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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2016-1078]

Recertification of Prince William Sound Regional Citizens'
Advisory Council

AGENCY: Coast Guard, DHS.

ACTION: Notice; request for comments.

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SUMMARY: The Coast Guard seeks comments on the recertification of the
Prince William Sound Regional Citizen's Advisory Council (PWSRCAC) for
March 1, 2017, through February 28, 2018. Under the Oil Pollution Act
of 1990 (OPA 90), the Coast Guard may certify the PWSRCAC on an annual
basis. This advisory group monitors the activities of terminal
facilities and crude oil tankers under the Prince William Sound program
established by the statute. The Coast Guard may certify an alternative
voluntary advisory group in lieu of the PWSRCAC. The current
certification for the PWSRCAC will expire February 28, 2017.

DATES: Public comments on PWSRCAC's recertification application must
reach the Seventeenth Coast Guard District on or before February 17,
2017.

ADDRESSES: You may submit comments identified by docket number USCG-
2014-1078 using the Federal eRulemaking Portal at http://www.regulations.gov. See the ``Public Participation and Request for
Comments'' portion of the SUPPLEMENTARY INFORMATION section for further
instructions on submitting comments.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
recertification, call or email LT Patrick Grizzle, Seventeenth Coast
Guard District (dpi); telephone<PHONE_NUMBER>; email
<EMAIL_ADDRESS>If you have questions on viewing or
submitting material to the docket, contact the U.S. Coast Guard
Headquarters, Regulations and Administrative Law office, telephone 202-
372-3862.

SUPPLEMENTARY INFORMATION:

Public Participation and Request for Comments

    We view public participation as essential to effective rulemaking,
and will consider all comments and material received during the comment
period. Your comment can help shape the outcome of this rulemaking. If
you submit a comment, please include the docket number for this
rulemaking, indicate the specific section of this document to which
each comment applies, and provide a reason for each suggestion or
recommendation.
    We encourage you to submit comments through the Federal eRulemaking
Portal at http://www.regulations.gov. If your material cannot be
submitted using http://www.regulations.gov, contact the person in the
FOR FURTHER INFORMATION CONTACT section of this document for alternate
instructions.
    We accept anonymous comments. All comments received will be posted
without change to http://www.regulations.gov and will include any
personal information you have provided. For more about privacy and the
docket, you may review a Privacy Act notice regarding the Federal
Docket Management System in the March 24, 2005, issue of the Federal
Register (70 FR 15086).
    Documents mentioned in this notice as being available in the
docket, and all public comments, will be in our online docket at http://www.regulations.gov and can be viewed by following that Web site's
instructions. Additionally, if you go to the online docket and sign up
for email alerts, you will be notified when comments are posted or a
final rule is published.

Privacy Act

    Anyone can search the electronic form of comments received into any
of our dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). You may review a Privacy Act notice
regarding our public dockets in the January 17, 2008, issue of the
Federal Register (73 FR 3316).

Public Meeting

    The Coast Guard does not plan to hold a public meeting. But you may
submit a request for one on or before February 10, 2017 using one of
the four methods specified under ADDRESSES. Please explain why you
believe a public meeting would be beneficial. If we determine that one
would aid the process of thoroughly considering the application for
recertification, we will hold one at a time and place announced by a
later notice in the Federal Register.

Background and Purpose

    The Coast Guard published guidelines on December 31, 1992 (57 FR
62600), to assist groups seeking recertification under the Oil Terminal
and Oil Tanker Environmental Oversight and Monitoring Act of 1990 (33
U.S.C. 2732) (the Act). The Coast Guard issued a policy statement on
July 7, 1993 (58 FR 36504), to clarify the factors that the Coast Guard
would be considering in making its determination as to whether advisory
groups should be certified in accordance with the Act; and the
procedures which the Coast Guard would follow in meeting its
certification responsibilities under the Act. Most recently, on
September 16, 2002 (67 FR 58440), the Coast Guard changed its policy on
recertification procedures for regional citizen's advisory council by
requiring applicants to provide comprehensive information every three
years. For the two years in between, applicants only submit information
describing substantive changes to the information provided at the last
triennial recertification. This is the year in this triennial cycle
that PWSRCAC must provide comprehensive information.
    The Coast Guard is accepting comments concerning the
recertification of PWSRCAC. At the conclusion of the comment period,
February 17, 2017, the Coast Guard will review all application
materials and comments received and will take one of the following
actions:
    (a) Recertify the advisory group under 33 U.S.C. 2732(o).
    (b) Issue a conditional recertification for a period of 90 days,
with a statement of any discrepancies, which must be corrected to
qualify for recertification for the remainder of the year.
    (c) Deny recertification of the advisory group if the Coast Guard
finds that the group is not broadly representative of the interests and
communities in the area or is not adequately fostering the goals and
purposes of 33 U.S.C. 2732.
    The Coast Guard will notify PWSRCAC by letter of the action taken
on their respective applications. A notice will be published in the
Federal Register to advise the public of the Coast Guard's
determination.

    Dated: December 22, 2016.
M.F. McAllister,
Commander, Seventeenth Coast Guard District.
[FR Doc. 2017-02338 Filed 2-2-17; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 77, Number 222 (Friday, November 16, 2012)]
[Notices]
[Pages 68760-68761]
[FR Doc No: 2012-27890]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings

    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:

Filings Instituting Proceedings

    Docket Numbers: RP13-262-000.
    Applicants: Rockies Express Pipeline LLC.
    Description: NAESB 2.0 Compliance to be effective 12/1/2012.
    Filed Date: 11/7/12.
    Accession Number: 20121107-5051.
    Comments Due: 5 p.m. ET 11/19/12.

    Docket Numbers: RP13-263-000.
    Applicants: Questar Southern Trails Pipeline Company.
    Description: Order 587-V revised section 28 to be effective 12/1/
2012.
    Filed Date: 11/7/12.
    Accession Number: 20121107-5084.
    Comments Due: 5 p.m. ET 11/19/12.

    Docket Numbers: RP13-265-000.
    Applicants: Gulf South Pipeline Company, LP.
    Description: Revise Destin Fuel Rate Reference filing to be
effective 12/1/2012.
    Filed Date: 11/8/12.
    Accession Number: 20121108-5019.
    Comments Due: 5 p.m. ET 11/20/12.

    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.

Filings in Existing Proceedings

    Docket Numbers: RP13-102-002.
    Applicants: Northwest Pipeline GP.
    Description: NWP NAESB 2.0 Compliance Filing--Second Substitute
Sheet to be effective 12/1/2012.
    Filed Date: 11/6/12.
    Accession Number: 20121106-5132.
    Comments Due: 5 p.m. ET 11/14/12.

    Docket Numbers: RP13-169-001.

    Applicants: El Paso Natural Gas Company, L.L.C.
    Description: Non-Conforming Agreement Amendment to be effective 10/
25/2012.
    Filed Date: 11/6/12.
    Accession Number: 20121106-5066.
    Comments Due: 5 p.m. ET 11/19/12.

    Any person desiring to protest in any the above proceedings must
file in accordance with Rule 211 of the Commission's Regulations (18
CFR Sec.  385.211) on or before 5:00 p.m. Eastern time on the specified
comment date.
    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, and service can be found at:
http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other
information, call<PHONE_NUMBER> (toll free). For TTY, call (202) 502-
8659.

    Dated: November 8, 2012.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2012-27890 Filed 11-15-12; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 80, Number 36 (Tuesday, February 24, 2015)]
[Notices]
[Pages 9763-9768]
[FR Doc No: 2015-03689]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31458; 812-14341]

Realty Capital Income Funds Trust, et al.; Notice of Application

February18, 2015.
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 ``1940 Act'')
for exemptions from sections 12(d)(1)(A), (B), and (C) of the 1940 Act,
under sections 6(c) and 17(b) of the 1940 Act for an exemption from
section 17(a) of the 1940 Act, and under section 6(c) of the 1940 Act
for an exemption from rule 12d1-2(a) under the 1940 Act.

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SUMMARY:  Summary of the Application: Applicants request an order that
would (a) permit certain registered open-end management investment
companies that operate as ``funds of funds'' to acquire shares of
certain registered open-end management investment companies, registered
closed-end management investment companies, ``business development
companies,'' as defined by section 2(a)(48) of the 1940 Act, and
registered unit investment trusts that are within or outside the same
group of investment companies as the acquiring investment companies and
(b) permit certain registered open-end management investment companies
relying on rule 12d1-2 under the 1940 Act to invest in certain
financial instruments.
    Applicants: Realty Capital Income Funds Trust (``Trust''), National
Fund Advisors, LLC (``Adviser''), and Realty Capital Securities, LLC
(the ``Distributor'').

DATES:  Filing Dates: The application was filed on August 1, 2014, and
amended on December 3, 2014 and on February 6, 2015.
    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 March 16, 2015, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, 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, 405 Park Avenue,
15th Floor, New York, NY 10022.

FOR FURTHER INFORMATION CONTACT:  Emerson S. Davis, Senior Counsel, at
(202) 551-6868, or Daniele Marchesani, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Chief Counsel's Office).

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 for an
applicant using the ``Company'' name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust is an open-end management company registered under the
1940 Act and organized as a Delaware statutory trust. The Trust has
multiple series which pursue distinct investment objectives and
strategies.\1\
---------------------------------------------------------------------------

    \1\ The applicants request that the order apply not only to any
existing series of the Trust, but that the order also extend to any
future series of the Trust, and any other existing or future
registered open-end management investment companies and any series
thereof that are, or may in the future be, advised by the Adviser or
any other investment adviser controlling, controlled by, or under
common control with the Adviser (included in the term ``Adviser'')
and that are part of the same group of investment companies, as
defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of
1940, as amended (the ``1940 Act''), as the Trust (together with the
existing series of the Trust, each series a ``Fund,'' and
collectively, the ``Funds''). All entities that currently intend to
rely on the requested order are named as applicants. Any other
entity that relies on the order in the future will comply with the
terms and conditions of the application.
---------------------------------------------------------------------------

    2. The Adviser, a Delaware limited liability company, is a
registered investment adviser under the Investment Advisers Act of 1940
and serves as the investment adviser to each of the Funds of Funds (as
defined below).\2\ The Distributor is a Broker (as defined below) and
serves as the existing Funds' principal underwriter and distributor.
---------------------------------------------------------------------------

    \2\ All references to the term ``Adviser'' include successors-
in-interest to the Adviser. A successor-in-interest is limited to an
entity that results from a reorganization into another jurisdiction
or a change in the type of business organization.
---------------------------------------------------------------------------

    3. Applicants request relief to the extent necessary to permit: (a)
A Fund (each, a ``Fund of Funds,'' and collectively, the ``Funds of
Funds'') to

acquire shares of registered open-end management investment companies
(each an ``Unaffiliated Open-End Investment Company''), registered
closed-end management investment companies, ``business development
companies'' as defined by section 2(a)(48) of the 1940 Act (``business
development companies'') (each registered closed-end management
investment company and each business development company, an
``Unaffiliated Closed-End Investment Company'' and, together with the
Unaffiliated Open-End Investment Companies, the ``Unaffiliated
Investment Companies''), and registered unit investment trusts
(``UITs'') (the ``Unaffiliated Trusts,'' and together with the
Unaffiliated Investment Companies, the ``Unaffiliated Funds''), in each
case, that are not part of the same ``group of investment companies''
as the Funds of Funds; \3\ (b) the Unaffiliated Funds, their principal
underwriters and any broker or dealer registered under the Securities
Exchange Act of 1934 (the ``1934 Act'') (``Broker'') to sell shares of
such Unaffiliated Funds to the Funds of Funds; (c) the Funds of Funds
to acquire shares of other registered investment companies, including
open-end management investment companies and series thereof, closed-end
management investment companies, business development companies and
UITs, in the same group of investment companies as the Funds of Funds
(collectively, the ``Affiliated Funds,'' and, together with the
Unaffiliated Funds, the ``Underlying Funds''); \4\ and (d) the
Affiliated Funds, their principal underwriters and any Broker to sell
shares of the Affiliated Funds to the Funds of Funds.\5\ Applicants
also request an order under sections 6(c) and 17(b) of the 1940 Act to
exempt applicants from section 17(a) to the extent necessary to permit
Underlying Funds organized as open-end investment companies
(``Underlying Open-End Funds'') or UITs (``Underlying UITs'') to sell
their shares to Funds of Funds and redeem their shares from Funds of
Funds.
---------------------------------------------------------------------------

    \3\ For purposes of the request for relief, the term ``group of
investment companies'' means any two or more registered investment
companies, including closed-end investment companies or business
development companies, that hold themselves out to investors as
related companies for purposes of investment and investor services.
    \4\ Certain of the Underlying Funds may be registered under the
1940 Act as either UITs or open-end management investment companies
and have obtained exemptions from the Commission necessary to permit
their shares to be listed and traded on a national securities
exchange at negotiated prices and, accordingly, to operate as
exchange-traded funds (collectively, ``ETFs'' and each, an ``ETF'').
In addition, certain of the Underlying Funds may in the future
pursue their investment objectives through a master-feeder
arrangement in reliance on section 12(d)(1)(E) of the 1940 Act. In
accordance with condition 12, a Fund of Funds may not invest in an
Underlying Fund that operates as a feeder fund unless the feeder
fund is part of the same ``group of investment companies'' as its
corresponding master fund or the Fund of Funds. If a Fund of Funds
invests in an Affiliated Fund that operates as a feeder fund and the
corresponding master fund is not within the same ``group of
investment companies'' as the Fund of Funds and Affiliated Fund, the
master fund would be an Unaffiliated Fund for purposes of the
application and its conditions.
    \5\ Applicants state that they do not believe that investments
in business development companies present any particular
considerations or concerns that may be different from those
presented by investments in registered closed-end investment
companies.
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    4. Applicants also request an exemption under section 6(c) from
rule 12d1-2 under the 1940 Act to permit any existing or future Fund of
Funds that relies on section 12(d)(1)(G) of the 1940 Act (``Section
12(d)(1)(G) Fund of Funds'') and that otherwise complies with rule
12d1-2 under the 1940 Act, to also invest, to the extent consistent
with its investment objective(s), policies, strategies and limitations,
in other financial instruments that may not be securities within the
meaning of section 2(a)(36) of the 1940 Act (``Other Investments'').

Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) of the 1940 Act, in relevant part, prohibits
a registered investment company from acquiring shares of an investment
company if the securities represent more than 3% of the total
outstanding voting stock of the acquired company, more than 5% of the
total assets of the acquiring company, or, together with the securities
of any other investment companies, more than 10% of the total assets of
the acquiring company. Section 12(d)(1)(B) of the 1940 Act prohibits a
registered open-end investment company, its principal underwriter, and
any Broker from selling the investment company's shares to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or if the sale
will cause more than 10% of the acquired company's voting stock to be
owned by investment companies generally. Section 12(d)(1)(C) prohibits
an investment company from acquiring any security issued by a
registered closed-end investment company if such acquisition would
result in the acquiring company, any other investment companies having
the same investment adviser, and companies controlled by such
investment companies, collectively, owning more than 10% of the
outstanding voting stock of the registered closed-end investment
company.
    2. Section 12(d)(1)(J) of the 1940 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 request an
exemption under section 12(d)(1)(J) of the 1940 Act from the
limitations of sections 12(d)(1)(A), (B) and (C) to the extent
necessary to permit: (i) The Funds of Funds to acquire shares of
Underlying Funds in excess of the limits set forth in section
12(d)(1)(A) and (C) of the 1940 Act; and (ii) the Underlying Funds,
their principal underwriters and any Broker to sell shares of the
Underlying Funds to the Funds of Funds in excess of the limits set
forth in section 12(d)(1)(B) of the 1940 Act.
    3. Applicants state that the proposed arrangement will not give
rise to the policy concerns underlying sections 12(d)(1)(A), (B), and
(C), 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 submit that the proposed structure will not result in
the exercise of undue influence by a Fund of Funds or its affiliated
persons over the Underlying Funds. Applicants assert that the concern
about undue influence does not arise in connection with a Fund of
Funds' investment in the Affiliated Funds because they are part of the
same group of investment companies. To limit the control a Fund of
Funds or Fund of Funds Affiliate \6\ may have over an Unaffiliated
Fund, applicants propose a condition prohibiting the Adviser and any
person controlling, controlled by or under common control with the
Adviser, and any investment company and any issuer that would be an
investment company but for section 3(c)(1) or section 3(c)(7) of the
1940 Act advised or sponsored by the Adviser or any person controlling,
controlled by or under common control

with the Adviser (collectively, the ``Group'') from controlling
(individually or in the aggregate) an Unaffiliated Fund within the
meaning of section 2(a)(9) of the 1940 Act. The same prohibition would
apply to any other investment adviser within the meaning of section
2(a)(20)(B) of the 1940 Act to a Fund of Funds (``Sub-Adviser'') and
any person controlling, controlled by or under common control with the
Sub-Adviser, and any investment company or issuer that would be an
investment company but for section 3(c)(1) or 3(c)(7) of the 1940 Act
(or portion of such investment company or issuer) advised or sponsored
by the Sub-Adviser or any person controlling, controlled by or under
common control with the Sub-Adviser (collectively, the ``Sub-Adviser
Group'').
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    \6\ A ``Fund of Funds Affiliate'' is the Adviser, any Sub-
Adviser, promoter or principal underwriter of a Fund of Funds, as
well as any person controlling, controlled by or under common
control with any of those entities. An ``Unaffiliated Fund
Affiliate'' is an investment adviser(s), sponsor, promoter or
principal underwriter of any Unaffiliated Fund or any person
controlling, controlled by or under common control with any of those
entities.
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    5. With respect to closed-end funds, applicants submit that one
significant difference from open-end underlying funds is that, whereas
open-end underlying funds may be unduly influenced by the threat of
large-scale redemptions, closed-end underlying funds cannot be so
influenced because they do not issue redeemable securities and,
therefore, are not subject to large-scale redemptions. On the other
hand, applicants state that closed-end underlying funds may be unduly
influenced by a holder's ability to vote a large block of stock. To
address this concern, applicants submit that, with respect to a Fund's
investment in an Unaffiliated Closed-End Investment Company, (i) each
member of the Group or Sub-Adviser Group that is an investment company
or an issuer that would be an investment company but for section
3(c)(1) or 3(c)(7) of the 1940 Act will vote its shares of the
Unaffiliated Closed-End Investment Company in the manner prescribed by
section 12(d)(1)(E) of the 1940 Act and (ii) each other member of the
Group or Sub-Adviser Group will vote its shares of the Unaffiliated
Closed-End Investment Company in the same proportion as the vote of all
other holders of the same type of such Unaffiliated Closed-End
Investment Company's shares. Applicants state that, in this way, an
Unaffiliated Closed-End Investment Company will be protected from undue
influence by a Fund of Funds through the voting of the Unaffiliated
Closed-End Investment Company's shares.
    6. Applicants propose other conditions to limit the potential for
undue influence over the Unaffiliated Funds, including that no Fund of
Funds or Fund of Funds Affiliate (except to the extent it is acting in
its capacity as an investment adviser to an Unaffiliated Investment
Company or sponsor to an Unaffiliated Trust) will cause an Unaffiliated
Fund to purchase a security in an offering of securities during the
existence of any underwriting or selling syndicate of which a principal
underwriter is an Underwriting Affiliate (``Affiliated
Underwriting'').\7\
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    \7\ An ``Underwriting Affiliate'' is a principal underwriter in
any underwriting or selling syndicate that is an officer, director,
trustee, advisory board member, investment adviser, sub-adviser or
employee of the Fund of Funds, or a person of which any such
officer, director, trustee, investment adviser, sub-adviser, member
of an advisory board or employee is an affiliated person. An
Underwriting Affiliate does not include any person whose
relationship to an Unaffiliated Fund is covered by section 10(f) of
the 1940 Act.
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    7. To further ensure that an Unaffiliated Investment Company
understands the implications of a Fund of Funds' investment under the
requested exemptive relief, prior to its investment in the shares of an
Unaffiliated Investment Company in excess of the limit of section
12(d)(1)(A)(i) of the 1940 Act, a Fund of Funds and the Unaffiliated
Investment Company will execute an agreement stating, without
limitation, that each of their boards of directors or trustees (each, a
``Board'') and their investment advisers understand the terms and
conditions of the order and agree to fulfill their responsibilities
under the order (the ``Participation Agreement''). Applicants note that
an Unaffiliated Investment Company (including an ETF or an Unaffiliated
Closed-End Investment Company) would also retain its right to reject
any initial investment by a Fund of Funds in excess of the limits in
section 12(d)(1)(A)(i) of the 1940 Act by declining to execute the
Participation Agreement with the Fund of Funds. In addition, an
Unaffiliated Investment Company (other than an ETF or an Unaffiliated
Closed-End Investment Company whose shares are purchased by a Fund of
Funds in the secondary market) will retain its right at all times to
reject any investment by a Fund of Funds. Finally, subject solely upon
notice to a Fund of Funds and the passage of a notice period specified
in the Participation Agreement, an Unaffiliated Fund could terminate
such Participation Agreement with the Fund of Funds.
    8. Applicants state that they do not believe that the proposed
arrangement will result in excessive layering of fees. The Board of
each Fund of Funds, including a majority of the trustees who are not
``interested persons'' within the meaning of section 2(a)(19) of the
1940 Act (the ``Independent Trustees''), will find that the management
or advisory fees charged under a Fund of Funds' advisory contract are
based on services provided that are in addition to, rather than
duplicative of, services provided under the advisory contract(s) of any
Underlying Fund in which the Fund of Funds may invest. In addition, the
Adviser will waive fees otherwise payable to it by a Fund of Funds in
an amount at least equal to any compensation (including fees received
pursuant to any plan adopted by an Unaffiliated Investment Company
under rule 12b-1 under the 1940 Act) received from an Unaffiliated 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 the Unaffiliated Investment Company, in connection with the
investment by the Fund of Funds in the Unaffiliated Fund.
    9. Applicants further state that any sales charges and/or service
fees charged with respect to shares of a Fund of Funds will not exceed
the limits applicable to funds of funds set forth in rule 2830 of the
Conduct Rules of the NASD (``NASD Conduct Rule 2830'').\8\
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    \8\ Any references to NASD Conduct Rule 2830 include any
successor or replacement Financial Industry Regulatory Authority
rule to NASD Conduct Rule 2830.
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    10. 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 other investment company or company
relying on section 3(c)(1) or 3(c)(7) of the 1940 Act in excess of the
limits contained in section 12(d)(1)(A) of the 1940 Act, except in
certain circumstances identified in condition 12 below.

B. Section 17(a)

    1. Section 17(a) of the 1940 Act generally prohibits sales or
purchases of securities between a registered investment company and any
affiliated person of the company. Section 2(a)(3) of the 1940 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 Funds of Funds and the Affiliated
Funds may be deemed to be under the common control

of the Adviser and, therefore, affiliated persons of one another.
Applicants also state that the Funds of Funds and the Underlying Open-
End Funds may also be deemed to be affiliated persons of one another if
a Fund of Funds owns 5% or more of the outstanding voting securities of
one or more of such Underlying Open-End Funds. Applicants state that
the sale of shares by the Underlying Open-End Funds or Underlying UITs
to the Funds of Funds and the purchase of those shares from the Funds
of Funds by the Underlying Open-End Funds and/or Underlying UITs
(through redemptions) could be deemed to violate section 17(a).\9\
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    \9\ Applicants acknowledge that receipt of any compensation by
(a) an affiliated person of a Fund of Funds, or an affiliated person
of such person, for the purchase by the Fund of Funds of shares of
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 Fund of Funds may be prohibited
by section 17(e)(1) of the 1940 Act. The Participation Agreement
also will include this acknowledgement.
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    3. Section 17(b) of the 1940 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 concerned; and (iii) the
proposed transaction is consistent with the general purposes of the
1940 Act. Section 6(c) of the 1940 Act permits the Commission to exempt
any person or transactions from any provision of the 1940 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 1940 Act.
    4. Applicants submit that the proposed transactions satisfy the
standards for relief under sections 17(b) and 6(c) of the 1940 Act.
Applicants state that the terms of the transactions are reasonable and
fair and do not involve overreaching. Applicants state that the terms
upon which an Underlying Open-End Fund or Underlying UIT will sell its
shares to or purchase its shares from a Fund of Funds will be based on
the net asset value of each Underlying Open-End Fund.\10\ Applicants
also state that the proposed transactions will be consistent with the
policies of each Fund of Funds and Underlying Open-End Fund and
Underlying UIT, and with the general purposes of the 1940 Act.
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    \10\ Applicants note that a Fund of Funds will purchase and sell
shares of an Underlying Fund that operates as an ETF through
secondary market transactions rather than through principal
transactions with the Underlying Fund. Applicants nevertheless
request relief from sections 17(a)(l) and (2) to permit each Fund of
Funds that is an affiliated person, or an affiliated person of an
affiliated person, as defined in section 2(a)(3) of the 1940 Act, of
an Unaffiliated Fund that is an ETF to purchase or redeem shares
from the ETF. Applicants are not seeking relief from section 17(a)
for, and the requested relief will not apply to, transactions where
an ETF could be deemed an affiliated person, or an affiliated person
of an affiliated person, of a Fund of Funds because an investment
adviser to the ETF or an entity controlling, controlled by or under
common control with the investment adviser to the ETF is also an
investment adviser to the Fund of Funds. Applicants note that a Fund
of Funds will purchase and sell shares of an Underlying Fund that is
a closed-end fund (including a business development company) through
secondary market transactions at market prices rather than through
principal transactions with the closed-end fund. Accordingly,
applicants are not requesting section 17(a) relief with respect to
principal transactions with closed-end funds.
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C. Other Investments by Section 12(d)(1)(G) Funds of Funds

    1. Section 12(d)(1)(G) of the 1940 Act provides that section
12(d)(1) will not apply to securities of an acquired company purchased
by an acquiring company if: (i) The acquiring company and acquired
company are part of the same ``group of investment companies,'' as
defined in section 12(d)(1)(G)(ii) of the 1940 Act; (ii) the acquiring
company holds only securities of acquired companies that are part of
the same ``group of investment companies,'' as defined in section
12(d)(1)(G)(ii) of the 1940 Act, government securities, and short-term
paper; (iii) the aggregate sales loads and distribution-related fees of
the acquiring company and the acquired company are not excessive under
rules adopted pursuant to section 22(b) or section 22(c) of the 1940
Act by a securities association registered under section 15A of the
1934 Act or by the Commission; and (iv) the acquired company has a
policy that prohibits it from acquiring securities of registered open-
end management investment companies or registered UITs in reliance on
section 12(d)(1)(F) or (G) of the 1940 Act.
    2. Rule 12d1-2 under the 1940 Act permits a registered open-end
investment company or a registered UIT that relies on section
12(d)(1)(G) of the 1940 Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (1)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the 1940 Act; (2) securities
(other than securities issued by an investment company); and (3)
securities issued by a money market fund, when the investment is in
reliance on rule 12d1-1 under the 1940 Act. For the purposes of rule
12d1-2, ``securities'' means any security as defined in section
2(a)(36) of the 1940 Act.
    3. Applicants state that the proposed arrangement would comply with
rule 12d1-2 under the 1940 Act, but for the fact that the Section
12(d)(1)(G) Funds of Funds may invest a portion of their assets in
Other Investments. Applicants request an order under section 6(c) of
the 1940 Act for an exemption from rule 12d1-2(a) to allow the Section
12(d)(1)(G) Funds of Funds to invest in Other Investments. Applicants
assert that permitting a Section 12(d)(1)(G) Fund of Funds to invest in
Other Investments as described in the application would not raise any
of the concerns that section 12(d)(1) of the 1940 Act was intended to
address.
    4. Consistent with its fiduciary obligations under the 1940 Act, a
Section 12(d)(1)(G) Fund of Funds' Board will review the advisory fees
charged by the Section 12(d)(1)(G) Fund of Funds' investment adviser(s)
to ensure that the fees are based on services provided that are in
addition to, rather than duplicative of, services provided pursuant to
the advisory agreement of any investment company in which the Section
12(d)(1)(G) Fund of Funds may invest.

Applicants' Conditions

A. Investments by Funds of Funds in Underlying Funds

    Applicants agree that the order granting the requested relief to
permit Funds of Funds to invest in Underlying Funds shall be subject to
the following conditions:
    1. The members of the Group will not control (individually or in
the aggregate) an Unaffiliated Fund within the meaning of section
2(a)(9) of the 1940 Act. The members of a Sub-Adviser Group will not
control (individually or in the aggregate) an Unaffiliated Fund within
the meaning of section 2(a)(9) of the 1940 Act. With respect to a
Fund's investment in an Unaffiliated Closed-End Investment Company, (i)
each member of the Group or Sub-Adviser Group that is an investment
company or an issuer that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the 1940 Act will vote its shares of the
Unaffiliated Closed-End Investment Company in the manner prescribed by
section 12(d)(1)(E) of the 1940 Act and (ii) each other member of the
Group or Sub-Adviser Group will

vote its shares of the Unaffiliated Closed-End Investment Company in
the same proportion as the vote of all other holders of the same type
of such Unaffiliated Closed-End Investment Company's shares. If, as a
result of a decrease in the outstanding voting securities of any other
Unaffiliated Fund, the Group or a Sub-Adviser Group, each in the
aggregate, becomes a holder of more than 25 percent of the outstanding
voting securities of such Unaffiliated Fund, then the Group or the Sub-
Adviser Group will vote its shares of the Unaffiliated Fund in the same
proportion as the vote of all other holders of the Unaffiliated Fund's
shares. This condition will not apply to a Sub-Adviser Group with
respect to an Unaffiliated Fund for which the Sub-Adviser or a person
controlling, controlled by or under common control with the Sub-Adviser
acts as the investment adviser within the meaning of section
2(a)(20)(A) of the 1940 Act (in the case of an Unaffiliated Investment
Company) or as the sponsor (in the case of an Unaffiliated Trust).
    2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in an
Unaffiliated Fund to influence the terms of any services or
transactions between the Fund of Funds or a Fund of Funds Affiliate and
the Unaffiliated Fund or an Unaffiliated Fund Affiliate.
    3. The Board of each Fund of Funds, including a majority of the
Independent Trustees, will adopt procedures reasonably designed to
ensure that its Adviser and any Sub-Adviser to the Fund of Funds are
conducting the investment program of the Fund of Funds without taking
into account any consideration received by the Fund of Funds or Fund of
Funds Affiliate from an Unaffiliated Investment Company or Unaffiliated
Trust or any Unaffiliated Fund Affiliate of such Unaffiliated
Investment Company or Unaffiliated Trust in connection with any
services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an
Unaffiliated Investment Company exceeds the limit of section
12(d)(1)(A)(i) of the 1940 Act, the Board of the Unaffiliated
Investment Company, including a majority of the Independent Trustees,
will determine that any consideration paid by the Unaffiliated
Investment Company to a Fund of Funds or a Fund of Funds Affiliate in
connection with any services or transactions: (a) Is fair and
reasonable in relation to the nature and quality of the services and
benefits received by the Unaffiliated Investment Company; (b) is within
the range of consideration that the Unaffiliated Investment Company
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 Investment Company and its investment adviser(s), or any
person controlling, controlled by, or under common control with such
investment adviser(s).
    5. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to an
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust)
will cause an Unaffiliated Fund to purchase a security in any
Affiliated Underwriting.
    6. The Board of an Unaffiliated Investment Company, including a
majority of the Independent Trustees, will adopt procedures reasonably
designed to monitor any purchases of securities by the Unaffiliated
Investment Company in an Affiliated Underwriting once an investment by
a Fund of Funds in the securities of the Unaffiliated Investment
Company exceeds the limit of section 12(d)(1)(A)(i) of the 1940 Act,
including any purchases made directly from an Underwriting Affiliate.
The Board of the Unaffiliated Investment Company will review these
purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Fund of Funds in the Unaffiliated Investment Company. The Board of
the Unaffiliated Investment Company will consider, among other things:
(a) Whether the purchases were consistent with the investment
objectives and policies of the Unaffiliated Investment Company; (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 Unaffiliated
Investment Company in Affiliated Underwritings and the amount purchased
directly from an Underwriting Affiliate have changed significantly from
prior years. The Board of the Unaffiliated Investment Company will take
any appropriate actions based on its review, including, if appropriate,
the institution of procedures designed to ensure that purchases of
securities in Affiliated Underwritings are in the best interests of
shareholders.
    7. Each Unaffiliated Investment Company 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 an Affiliated Underwriting once an investment by a Fund
of Funds in the securities of an Unaffiliated Investment Company
exceeds the limit of section 12(d)(1)(A)(i) of the 1940 Act, setting
forth (1) the party from whom the securities were acquired, (2) the
identity of the underwriting syndicate's members, (3) the terms of the
purchase, and (4) the information or materials upon which the
determinations of the Board of the Unaffiliated Investment Company were
made.
    8. Prior to its investment in shares of an Unaffiliated Investment
Company in excess of the limit set forth in section 12(d)(1)(A)(i) of
the 1940 Act, the Fund of Funds and the Unaffiliated Investment Company
will execute a Participation Agreement stating, without limitation,
that their Boards 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 its investment in shares of an
Unaffiliated Investment Company in excess of the limit set forth in
section 12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated
Investment Company of the investment. At such time, the Fund of Funds
will also transmit to the Unaffiliated Investment Company a list of the
names of each Fund of Funds Affiliate and Underwriting Affiliate. The
Fund of Funds will notify the Unaffiliated Investment Company of any
changes to the list as soon as reasonably practicable after a change
occurs. The Unaffiliated Investment Company and the 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. Before approving any advisory contract under section 15 of the
1940 Act, the Board of each Fund of Funds, including a majority of the
Independent Trustees, shall find that the advisory fees charged under
the advisory contract

are based on services provided that are in addition to, rather than
duplicative of, services provided under the advisory contract(s) of any
Underlying Fund in which the Fund of Funds may invest. Such finding,
and the basis upon which the finding was made, will be recorded fully
in the minute books of the appropriate Fund of Funds.
    10. The Adviser will waive fees otherwise payable to it by a Fund
of Funds in an amount at least equal to any compensation (including
fees received pursuant to any plan adopted by an Unaffiliated
Investment Company pursuant to rule 12b-1 under the 1940 Act) received
from an Unaffiliated Fund by the Adviser, or an affiliated person of
the Adviser, other than any advisory fees paid to the Adviser or its
affiliated person by the Unaffiliated Investment Company, in connection
with the investment by the Fund of Funds in the Unaffiliated Fund. Any
Sub-Adviser will waive fees otherwise payable to the Sub-Adviser,
directly or indirectly, by the Fund of Funds in an amount at least
equal to any compensation received by the Sub-Adviser, or an affiliated
person of the Sub-Adviser, from an Unaffiliated Fund, other than any
advisory fees paid to the Sub-Adviser or its affiliated person by the
Unaffiliated Investment Company, in connection with the investment by
the Fund of Funds in the Unaffiliated Fund made at the direction of the
Sub-Adviser. In the event that the Sub-Adviser waives fees, the benefit
of the waiver will be passed through to the Fund of Funds.
    11. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to
funds of funds set forth in NASD Conduct Rule 2830.
    12. No Underlying Fund will acquire securities of any other
investment company or company relying on section 3(c)(1) or 3(c)(7) of
the 1940 Act, in excess of the limits contained in section 12(d)(1)(A)
of the 1940 Act, except to the extent that such Underlying Fund: (a)
Acquires such securities in compliance with section 12(d)(1)(E) of the
1940 Act and either is an Affiliated Fund or is in the same ``group of
investment companies'' as its corresponding master fund; (b) receives
securities of another investment company as a dividend or as a result
of a plan of reorganization of a company (other than a plan devised for
the purpose of evading section 12(d)(1) of the 1940 Act); or (c)
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 inter-fund borrowing and lending transactions.

B. Other Investments by Section 12(d)(1)(G) Funds of Funds

    Applicants agree that the order granting the requested relief to
permit Section 12(d)(1)(G) Funds of Funds to invest in Other
Investments shall be subject to the following condition:
    1. Applicants will comply with all provisions of rule 12d1-2 under
the 1940 Act, except for paragraph (a)(2) to the extent that it
restricts any Section 12(d)(1)(G) Fund of Funds from investing in Other
Investments as described in the application.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-03689 Filed 2-23-15; 8:45 am]
BILLING CODE 8011-01-P