[Federal Register Volume 75, Number 114 (Tuesday, June 15, 2010)]
[Notices]
[Pages 33857-33861]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-14356]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29295; 812-13539]
DWS Advisor Funds, et al.; Notice of Application
June 9, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the ``Act'') for an exemption
from sections 12(d)(1)(A) and (B) of the Act, and under sections 6(c)
and 17(b) of the Act for an exemption from section 17(a) of the Act.
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Summary of the Application: Applicants request an order that would
permit certain registered open-end management investment companies to
acquire shares of other registered open-end management investment
companies and unit investment trusts that are within and outside the
same group of investment companies.
Applicants: (a) DWS Advisor Funds, DWS Blue Chip Fund, DWS
Communications Fund, Inc., DWS Equity Trust, DWS Global/International
Fund, Inc., DWS High Income Series, DWS Income Trust, DWS Institutional
Funds, DWS International Fund, Inc., DWS Investment Trust, DWS
Investments VIT Funds, DWS Money Funds, DWS Money Market Trust, DWS
Mutual Funds, Inc., DWS Portfolio Trust, DWS Securities Trust, DWS
Strategic Income Fund, DWS Target Fund, DWS Target Date Series, DWS
Technology Fund, DWS Value Equity Trust, DWS Value Series, Inc., DWS
Variable Series I, and DWS Variable Series II (each, a ``DWS Investment
Company'' and collectively, the ``DWS Investment Companies''); and (b)
Deutsche Investment Management Americas Inc. (``DIMA'' or the
``Adviser'').
Filing Dates: The application was filed on May 28, 2008, and amended on
January 9, 2009, and May 11, 2010. Applicants have agreed to file an
amendment during the notice period, the substance of which is reflected
in this notice.
Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on July 6, 2010, and should be accompanied by proof of service on
applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
who wish to be notified of a hearing may request notification by
writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants, 345 Park Avenue,
New York, NY 10154.
FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, at (202) 551-6879, or Mary Kay Frech, Branch Chief, at (202)
551-6821 (Division of Investment Management, Office of Investment
Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. Each DWS Investment Company is organized as a Massachusetts
business trust or a Maryland corporation and is registered as an open-
end management investment company under the Act.\1\ Each DWS Investment
Company is comprised of separate DWS Funds that pursue distinct
investment objectives and strategies. The series of DWS Variable Series
I, DWS Variable Series II and DWS Investments VIT Funds are offered to
registered separate accounts (``Registered Separate Accounts'') and
unregistered separate accounts (``Unregistered Separate Accounts,''
collectively with Registered Separate Accounts, ``Separate Accounts'')
of affiliated and unaffiliated insurance companies (collectively,
``Insurance Companies'') as the underlying investment vehicles for the
variable life insurance and variable annuity contracts (``Variable
Contracts'') issued by the Insurance Companies. Shares of the above
funds may be offered to qualified pension and retirement plans. The
Adviser, an investment adviser registered under the Investment Advisers
Act of 1940 (``Advisers Act''), is the investment adviser for each DWS
Fund and will serve as investment adviser to each DWS Fund of Funds (as
defined below).\2\
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\1\ Applicants request that the order also extend to existing
and future series of the DWS Investment Companies, and any existing
or future registered open-end management investment companies and
any series thereof that are part of the same ``group of investment
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as
the DWS Investment Companies and that are, or may in the future be,
advised by DIMA (together with series of the DWS Investment
Companies, the ``DWS Funds''). All entities that currently intend to
rely on the requested order are named as applicants, and any other
entity that relies on the order in the future will comply with the
terms and conditions of the application.
\2\ The term ``DIMA'' or ``Adviser'' includes any existing or
future entity controlling, controlled by or under common control
with Deutsche Investment Management Americas Inc.
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2. Applicants request relief to permit certain DWS Funds (each such
DWS Fund, a ``DWS Fund of Funds'') to invest in: (a) Other DWS Funds
(``Affiliated Underlying Funds''), and (b) registered open-end
management investment companies (``Unaffiliated Funds'') and registered
unit investment trusts (``Unaffiliated Trusts,'' and together with
Unaffiliated Funds, ``Unaffiliated Underlying Funds'') that are not
part of the same ``group of investment companies'' (as defined in
section 12(d)(1)(G)(ii) of the Act) as the DWS Funds (Unaffiliated
Underlying Funds and Affiliated Underlying Funds are collectively
referred to as the ``Underlying Funds''). The relief also would permit
the Underlying Funds, their principal underwriters and any broker or
dealer registered under the Securities Exchange Act of 1934
(``Broker'') to sell shares of the Underlying Funds to the DWS Fund of
Funds. Each DWS Fund of Funds may invest in Unaffiliated Underlying
Funds that have received exemptive relief to list and trade their
shares on a national securities exchange at negotiated prices
(``ETFs''). Applicants state that the DWS Funds of Funds will offer
investors a range of investment objectives generally designed to either
provide diversified exposure to specific asset classes or meet long-
term objectives.
Applicants' Legal Analysis
A. Section 12(d)(1)
1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a
registered investment company from acquiring
[[Page 33858]]
shares of an investment company if the securities represent more than
3% of the total outstanding voting stock of the acquired company, more
than 5% of the total assets of the acquiring company, or, together with
the securities of any other investment companies, more than 10% of the
total assets of the acquiring company. Section 12(d)(1)(B) of the Act
prohibits a registered open-end investment company, its principal
underwriter, and any broker or dealer from selling the investment
company's shares to another investment company if the sale will cause
the acquiring company to own more than 3% of the acquired company's
voting stock, or if the sale will cause more than 10% of the acquired
company's voting stock to be owned by investment companies generally.
2. Section 12(d)(1)(J) of the Act provides that the Commission may
exempt any person, security, or transaction, or any class or classes of
persons, securities or transactions, from any provision of section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Applicants seek an exemption under section
12(d)(1)(J) of the Act to permit the DWS Fund of Funds to acquire
shares of the Underlying Funds in excess of the limits in section
12(d)(1)(A), and the Underlying Funds, their principal underwriters and
any Broker to sell shares of the Underlying Funds to the DWS Fund of
Funds in excess of the limits in section 12(d)(1)(B) of the Act.
3. Applicants state that the proposed arrangement will not give
rise to the policy concerns underlying sections 12(d)(1)(A) and (B),
which include concerns about undue influence by a fund of funds over
underlying funds, excessive layering of fees, and overly complex fund
structures. Accordingly, applicants believe that the requested
exemption is consistent with the public interest and the protection of
investors.
4. Applicants believe that neither a DWS Fund of Funds nor its
affiliate would be able to exert undue influence over the Unaffiliated
Underlying Funds. The concern about undue influence does not arise in
connection with a DWS Fund of Funds investing in Affiliated Underlying
Funds since they are part of the same group of investment companies. To
limit the control that a DWS Fund of Funds or its affiliate may have
over an Unaffiliated Underlying Fund, applicants propose a condition
prohibiting the Adviser, any person controlling, controlled by, or
under common control with the Adviser, any investment company and any
issuer that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act that is advised or sponsored by the Adviser or any
person controlling, controlled by, or under common control with the
Adviser (the ``Group'') from controlling (individually or in the
aggregate) an Unaffiliated Underlying Fund within the meaning of
section 2(a)(9) of the Act. The same prohibition would apply to any
other investment adviser within the meaning of section 2(a)(20)(B) of
the Act to a DWS Fund of Funds (``Subadviser''), any person
controlling, controlled by or under common control with the Subadviser,
any investment company and any issuer that would be an investment
company but for section 3(c)(1) or 3(c)(7) of the Act (or portion of
such investment company or issuer) advised or sponsored by the
Subadviser or any person controlling, controlled by or under common
control with the Subadviser (the ``Subadviser Group''). Applicants
propose other conditions to limit the potential for undue influence
over the Unaffiliated Underlying Funds, including that no DWS Fund of
Funds or DWS Fund of Funds Affiliate \3\ (except to the extent it is
acting in its capacity as an investment adviser to an Unaffiliated Fund
or sponsor to an Unaffiliated Trust) will cause an Unaffiliated
Underlying Fund to purchase a security in an offering of securities
during the existence of an underwriting or selling syndicate of which a
principal underwriter is an Underwriting Affiliate (``Affiliated
Underwriting''). An ``Underwriting Affiliate'' is a principal
underwriter in any underwriting or selling syndicate that is an
officer, director, advisory board member, Adviser, Subadviser, or
employee of a DWS Fund of Funds, or a person of which any such officer,
director, Adviser, Subadviser, member of an advisory board, or employee
is an affiliated person. An Underwriting Affiliate does not include any
person whose relationship to an Unaffiliated Underlying Fund is covered
by section 10(f) of the Act.
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\3\ A ``DWS Fund of Funds Affiliate'' is a DWS Fund of Funds
Adviser, DWS Fund of Funds Subadviser, promoter and principal
underwriter of a DWS Fund of Funds and any person controlling,
controlled by, or under common control with any of those entities.
An ``Unaffiliated Underlying Fund Affiliate'' is an investment
adviser(s), sponsor, promoter and principal underwriter of an
Unaffiliated Underlying Fund and any person controlling, controlled
by, or under common control with any of those entities.
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5. To further ensure that an Unaffiliated Fund understands the
implications of a DWS Fund of Funds' investment under the requested
relief, prior to an investment in the shares of the Unaffiliated Fund
in excess of the limit in section 12(d)(1)(A)(i), a DWS Fund of Funds
and the Unaffiliated Fund will execute an agreement stating, without
limitation, that their boards of directors or trustees and their
investment advisers understand the terms and conditions of the order
and agree to fulfill their responsibilities under the order
(``Participation Agreement''). Applicants note that an Unaffiliated
Underlying Fund (other than an ETF whose shares are purchased by a DWS
Fund of Funds in the secondary market) will retain the right to reject
any investment by a DWS Fund of Funds.\4\
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\4\ An Unaffiliated Fund, including an ETF, would retain its
right to reject an initial investment by a DWS Fund of Funds in
excess of the limit in section 12(d)(1)(A)(i) of the Act by
declining to execute the Participation Agreement with the DWS Fund
of Funds.
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6. Applicants do not believe that the proposed arrangement will
involve excessive layering of fees. The board of directors or trustees
(``Board'') of each DWS Fund of Funds, including a majority of the
directors or trustees who are not ``interested persons'' (within the
meaning of section 2(a)(19) of the Act) (``Disinterested Trustees''),
will find that the advisory fees charged under the advisory contract
are based on services provided that will be in addition to, rather than
duplicative of, the services provided under the advisory contracts of
any Underlying Funds in which a DWS Fund of Funds may invest. In
addition, the Adviser will waive fees otherwise payable to it by the
DWS Fund of Funds in an amount at least equal to any compensation
(including fees received pursuant to a plan adopted by an Unaffiliated
Fund under rule 12b-1 under the Act) received from an Unaffiliated
Underlying Fund by the Adviser or an affiliated person of the Adviser,
other than any advisory fees paid to the Adviser or an affiliated
person of the Adviser by an Unaffiliated Fund, in connection with the
investment by the DWS Fund of Funds in the Unaffiliated Underlying
Fund.
7. Applicants state that with respect to Registered Separate
Accounts that invest in a DWS Fund of Funds, no sales load will be
charged at the DWS Fund of Funds level or at the Underlying Fund level.
Other sales charges and service fees, as defined in Rule 2830 of the
Conduct Rules of the NASD (``NASD Conduct Rule 2830''), will only be
charged at the DWS Fund of Funds level or at the Underlying Fund level,
not both. With respect to other investments in a DWS Fund of Funds, any
sales charges and/or service fees charged with respect to shares of the
DWS Fund of Funds will not exceed the limits
[[Page 33859]]
applicable to a fund of funds as set forth in NASD Conduct Rule
2830.\5\
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\5\ Any references to NASD Conduct Rule 2830 include any
successor or replacement rule to NASD Conduct Rule 2830 that may be
adopted by the Financial Industry Regulatory Authority, Inc.
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8. Applicants represent that each DWS Fund of Funds will represent
in the Participation Agreement that no Insurance Company sponsoring a
Registered Separate Account funding variable insurance contracts will
be permitted to invest in the DWS Fund of Funds unless the Insurance
Company has certified to the DWS Fund of Funds that the aggregate of
all fees and charges associated with each contract that invests in the
DWS Fund of Funds, including fees and charges at the Separate Account,
DWS Fund of Funds, and Underlying Fund levels, are reasonable in
relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Insurance Company.
9. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that no Underlying
Fund will acquire securities of any investment company or company
relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the
limits contained in section 12(d)(1)(A) of the Act, except in certain
circumstances identified in condition 11 below.
B. Section 17(a)
1. Section 17(a) of the Act generally prohibits sales or purchases
of securities between a registered investment company and its
affiliated persons or affiliated persons of such persons. Section
2(a)(3) of the Act defines an ``affiliated person'' of another person
to include (a) any person directly or indirectly owning, controlling,
or holding with power to vote, 5% or more of the outstanding voting
securities of the other person; (b) any person 5% or more of whose
outstanding voting securities are directly or indirectly owned,
controlled, or held with power to vote by the other person; and (c) any
person directly or indirectly controlling, controlled by, or under
common control with the other person.
2. Applicants state that the DWS Funds of Funds and the Affiliated
Underlying Funds may be deemed to be under common control and therefore
affiliated persons of one another. Applicants also state that the DWS
Funds of Funds and an Underlying Fund may be deemed to be affiliated
persons of one another if a DWS Fund of Funds acquires 5% or more of an
Underlying Fund's outstanding voting securities. In light of these and
other possible affiliations, section 17(a) could prevent an Underlying
Fund from selling shares to and redeeming shares from a DWS Fund of
Funds.\6\
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\6\ Applicants acknowledge that receipt of compensation by (a)
an affiliated person of a DWS Fund of Funds, or an affiliated person
of such person, for the purchase by the DWS Fund of Funds of shares
of an Underlying Fund or (b) an affiliated person of an Underlying
Fund, or an affiliated person of such person, for the sale by the
Underlying Fund of its shares to a DWS Fund of Funds may be
prohibited by section 17(e)(1) of the Act. The Participation
Agreement also will include this acknowledgment.
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3. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
it finds that (i) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (ii) the proposed transaction is consistent with the
policies of each registered investment company involved; and (iii) the
proposed transaction is consistent with the general purposes of the
Act. Section 6(c) of the Act permits the Commission to exempt any
person or transactions from any provision of the Act if such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act.
4. Applicants submit that the proposed transactions satisfy the
standards for relief under sections 17(b) and 6(c) of the Act.
Applicants state that the terms upon which an Underlying Fund will sell
its shares to or purchase its shares from a DWS Fund of Funds will be
based on the net asset value of each Underlying Fund.\7\ Applicants
state that the proposed investment will be consistent with the policies
of each DWS Fund of Funds and Underlying Fund, and with the general
purposes of the Act.
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\7\ Applicants note that a DWS Fund of Funds generally would
purchase and sell shares of an Unaffiliated Underlying Fund that
operates as an ETF through secondary market transactions at market
prices rather than through principal transactions with the
Unaffiliated Underlying Fund at net asset value. Applicants would
not rely on the requested relief from section 17(a) for such
secondary market transactions. To the extent that a DWS Fund of
Funds purchases or redeems shares from an Unaffiliated Underlying
Fund that is an ETF and an affiliated person of the DWS Fund of
Funds in exchange for a basket of specified securities as described
in the application for the exemptive order upon which the ETF
relies, applicants also request relief from section 17(a) for those
transactions.
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Applicants' Conditions
Applicants agree that any order granting the requested relief will
be subject to the following conditions:
1. The members of the Group will not control (individually or in
the aggregate) an Unaffiliated Underlying Fund within the meaning of
section 2(a)(9) of the Act. The members of a Subadviser Group will not
control (individually or in the aggregate) an Unaffiliated Underlying
Fund within the meaning of section 2(a)(9) of the Act. If, as a result
of a decrease in the outstanding voting securities of an Unaffiliated
Underlying Fund, the Group or the Subadviser Group, each in the
aggregate, becomes a holder of more than 25 percent of the outstanding
voting securities of the Unaffiliated Underlying Fund, then the Group
or the Subadviser Group (except for any member of the Group or
Subadviser Group that is a Separate Account) will vote its shares of
the Unaffiliated Underlying Fund in the same proportion as the vote of
all other holders of the Unaffiliated Underlying Fund's shares. This
condition will not apply to the Subadviser Group with respect to an
Unaffiliated Underlying Fund for which the Subadviser or a person
controlling, controlled by, or under common control with the Subadviser
acts as the investment adviser within the meaning of section
2(a)(20)(A) of the Act (in the case of an Unaffiliated Fund) or the
sponsor (in the case of an Unaffiliated Trust). A Registered Separate
Account will seek voting instructions from its Variable Contract
holders and will vote its shares of an Unaffiliated Underlying Fund in
accordance with the instructions received and will vote those shares
for which no instructions were received in the same proportion as the
shares for which instructions were received. An Unregistered Separate
Account will either (a) vote its shares of the Unaffiliated Underlying
Fund in the same proportion as the vote of all other holders of the
Unaffiliated Underlying Fund's shares, or (b) seek voting instructions
from its Variable Contract holders and vote its shares in accordance
with the instructions received and vote those shares for which no
instructions were received in the same proportion as the shares for
which instructions were received.
2. No DWS Fund of Funds or DWS Fund of Funds Affiliate will cause
any existing or potential investment by the DWS Fund of Funds in shares
of an Unaffiliated Underlying Fund to influence the terms of any
services or transactions between the DWS Fund of Funds or a DWS Fund of
Funds Affiliate
[[Page 33860]]
and the Unaffiliated Underlying Fund or an Unaffiliated Underlying Fund
Affiliate.
3. Each DWS Fund of Funds Board, including a majority of the
Disinterested Trustees, will adopt procedures reasonably designed to
ensure that the Adviser and any Subadviser are conducting the
investment program of the DWS Fund of Funds without taking into account
any consideration received by the DWS Fund of Funds or a DWS Fund of
Funds Affiliate from an Unaffiliated Underlying Fund or an Unaffiliated
Underlying Fund Affiliate in connection with any services or
transactions.
4. Once an investment by a DWS Fund of Funds in the securities of
an Unaffiliated Fund exceeds the limit contained in section
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Fund,
including a majority of the Disinterested Trustees, will determine that
any consideration paid by the Unaffiliated Fund to a DWS Fund of Funds
or a DWS Fund of Funds Affiliate in connection with any services or
transactions: (a) Is fair and reasonable in relation to the nature and
quality of the services and benefits received by the Unaffiliated Fund;
(b) is within the range of consideration that the Unaffiliated Fund
would be required to pay to another unaffiliated entity in connection
with the same services or transactions; and (c) does not involve
overreaching on the part of any person concerned. This condition does
not apply with respect to any services or transactions between an
Unaffiliated Fund and its investment adviser(s) or any person
controlling, controlled by, or under common control with such
investment adviser(s).
5. No DWS Fund of Funds or DWS Fund of Funds Affiliate (except to
the extent it is acting in its capacity as an investment adviser to an
Unaffiliated Fund or sponsor to an Unaffiliated Trust) will cause an
Unaffiliated Underlying Fund to purchase a security in an Affiliated
Underwriting.
6. The Board of an Unaffiliated Fund, including a majority of the
Disinterested Trustees, will adopt procedures reasonably designed to
monitor any purchases of securities by the Unaffiliated Fund in an
Affiliated Underwriting once an investment by a DWS Fund of Funds in
the securities of the Unaffiliated Fund exceeds the limit contained in
section 12(d)(1)(A)(i) of the Act, including any purchases made
directly from an Underwriting Affiliate. The Board of the Unaffiliated
Fund will review these purchases periodically, but no less frequently
than annually, to determine whether the purchases were influenced by
the investment by the DWS Fund of Funds in shares of the Unaffiliated
Fund. The Board of the Unaffiliated Fund will consider, among other
things, (a) whether the purchases were consistent with the investment
objectives and policies of the Unaffiliated Fund; (b) how the
performance of securities purchased in an Affiliated Underwriting
compared to the performance of comparable securities purchased during a
comparable period of time in underwritings other than Affiliated
Underwritings or to a benchmark such as a comparable market index; and
(c) whether the amount of securities purchased by the Unaffiliated Fund
in Affiliated Underwritings and the amount purchased directly from an
Underwriting Affiliate have changed significantly from prior years. The
Board of the Unaffiliated Fund will take any appropriate actions based
on its review, including, if appropriate, the institution of procedures
designed to assure that purchases of securities in Affiliated
Underwritings are in the best interests of shareholders.
7. Each Unaffiliated Fund will maintain and preserve permanently in
an easily accessible place a written copy of the procedures described
in the preceding condition, and any modifications to such procedures,
and it will maintain and preserve for a period of not less than six
years from the end of the fiscal year in which any purchase in an
Affiliated Underwriting occurred, the first two years in an easily
accessible place, a written record of each purchase of securities in an
Affiliated Underwriting once an investment by a DWS Fund of Funds in
the securities of an Unaffiliated Fund exceeds the limit contained in
section 12(d)(1)(A)(i) of the Act, setting forth from whom the
securities were acquired, the identities of the underwriting
syndicate's members, the terms of the purchase, and the information or
materials upon which the determinations of the Board of the
Unaffiliated Fund were made.
8. Before making an investment in shares of an Unaffiliated Fund in
an amount in excess of the limit contained in section 12(d)(1)(A)(i) of
the Act, the DWS Fund of Funds and the Unaffiliated Fund will execute a
Participation Agreement stating, without limitation, that their boards
of directors or trustees and their investment advisers understand the
terms and conditions of the order and agree to fulfill their
responsibilities under the order. At the time of making its investment
in shares of an Unaffiliated Fund in an amount in excess of the limit
contained in section 12(d)(1)(A)(i), the DWS Fund of Funds will notify
the Unaffiliated Fund of the investment. At such time, the DWS Fund of
Funds will also transmit to the Unaffiliated Fund a list of the names
of each DWS Fund of Funds Affiliate and Underwriting Affiliate. The DWS
Fund of Funds will notify the Unaffiliated Fund of any changes to the
list as soon as reasonably practicable after a change occurs. The
Unaffiliated Fund and the DWS Fund of Funds will maintain and preserve
a copy of the order, the Participation Agreement, and the list with any
updated information for the duration of the investment and for a period
of not less than six years thereafter, the first two years in an easily
accessible place.
9. Prior to approving any advisory contract under section 15 of the
Act, each DWS Fund of Funds Board, including a majority of the
Disinterested Trustees, will be required to find that the advisory fees
charged under the advisory contract are based on services provided that
are in addition to, rather than duplicative of, the services provided
under the advisory contract(s) of any Underlying Funds in which the DWS
Fund of Funds may invest. This finding, and the basis upon which the
finding was made, will be recorded fully in the minute books of the
appropriate DWS Fund of Funds.
10. The Adviser will waive fees otherwise payable to it by the DWS
Fund of Funds in an amount at least equal to any compensation
(including fees received pursuant to a plan adopted by an Unaffiliated
Fund under rule 12b-1 under the Act) received from an Unaffiliated
Underlying Fund by the Adviser, or an affiliated person of the Adviser,
other than any advisory fees paid to the Adviser or an affiliated
person of the Adviser by an Unaffiliated Fund, in connection with the
investment by the DWS Fund of Funds in the Unaffiliated Underlying
Fund. Any Subadviser will waive fees otherwise payable to the
Subadviser, directly or indirectly, by the DWS Fund of Funds in an
amount at least equal to any compensation received from an Unaffiliated
Underlying Fund by the Subadviser, or any affiliated person of the
Subadviser, other than any advisory fees paid to the Subadviser or an
affiliated person of the Subadviser by an Unaffiliated Fund, in
connection with the investment by the DWS Fund of Funds in the
Unaffiliated Underlying Fund made at the direction of the Subadviser.
In the event that the Subadviser waives such fees, the benefit of the
waiver will be passed through to the DWS Fund of Funds.
11. No Underlying Fund will acquire securities of any other
investment
[[Page 33861]]
company or company relying on section 3(c)(1) or 3(c)(7) of the Act in
an amount in excess of the limits contained in section 12(d)(1)(A) of
the Act, except to the extent that such Underlying Fund: (a) Receives
securities of another investment company as a dividend or as a result
of a plan of reorganization of a company (other than a plan devised for
the purpose of evading section 12(d)(1) of the Act); or (b) acquires
(or is deemed to have acquired) securities of another investment
company pursuant to exemptive relief from the Commission permitting
such Underlying Fund to (i) acquire securities of one or more
investment companies for short-term cash management purposes, or (ii)
engage in interfund borrowing and lending transactions.
12. With respect to Registered Separate Accounts that invest in a
DWS Fund of Funds, no sales load will be charged at the DWS Fund of
Funds level or at the Underlying Fund level. Other sales charges and
service fees, as defined in NASD Conduct Rule 2830, if any, will be
charged at the DWS Fund of Funds level or at the Underlying Fund level,
not both. With respect to other investments in a DWS Fund of Funds, any
sales charges and/or service fees charged with respect to shares of a
DWS Fund of Funds will not exceed the limits applicable to a fund of
funds set forth in NASD Conduct Rule 2830.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-14356 Filed 6-14-10; 8:45 am]
BILLING CODE 8010-01-P