52894 Federal Register / Vol. 73, No. 177 / Thursday, September 11, 2008 / Notices 

3 In the Matter of Prudential Securities 

Incorporated, Investment Company Act Rel. Nos. 

18031 (Mar. 6, 1991) (notice) and 18096 (Apr. 15, 

2005) (order). 

1Each existing registered open-end management 

investment company that currently intends to rely 

on the order is named as an applicant. Any other 

existing or future registered open-end management 

investment company that subsequently relies on the 

order will do so only in accordance with the terms 

and conditions of the application. 

written materials, including an offer to 

meet in person to discuss the materials, 

to the boards of directors of the Funds 

(the ‘‘Boards’’), including the directors 

who are not ‘‘interested persons,’’ as 

defined in section 2(a)(19) of the Act, of 

such Funds, and their independent legal 

counsel as defined in rule 0–1(a)(6) 

under the Act, if any, regarding the 

Injunction, any impact on the Funds, 

and the application. Applicants state 

that they will provide the Boards with 

all information concerning the 

Injunction and the application that is 

necessary for the Funds to fulfill their 

disclosure and other obligations under 

the federal securities laws. 

6. Applicants also state that, if they 

were barred from providing services to 

the Funds, the effect on their businesses 

and employees would be severe. 

Applicants state that they have 

committed substantial resources to 

establish an expertise in advising, 

subadvising, and distributing the Funds, 

and acting as a depositor to registered 

separate accounts. Applicants further 

state that prohibiting them from 

providing advisory and distribution 

services or acting as a depositor to the 

registered separate accounts would not 

only adversely affect their businesses, 

but would also adversely affect over 

2000 employees that are involved in 

those activities. Applicants state that 

they have not previously applied for an 

exemptive order under section 9(c) of 

the Act. Applicants state that an affiliate 

of Prudential previously obtained an 

order under section 9(c) of the Act.3

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Any temporary exemption granted 

pursuant to the application shall be 

without prejudice to, and shall not limit 

the Commission’s rights in any manner 

with respect to, any Commission 

investigation of, or administrative 

proceedings involving or against, 

Covered Persons, including without 

limitation, the consideration by the 

Commission of a permanent exemption 

from section 9(a) of the Act requested 

pursuant to the application, or the 

revocation or removal of any temporary 

exemptions granted under the Act in 

connection with the application. 

Temporary Order 

The Commission has considered the 

matter and finds that the Applicants 

have made the necessary showing to 

justify granting a temporary exemption. 

Accordingly, 

It is hereby ordered, pursuant to 

section 9(c) of the Act, that Applicants 

and any other Covered Persons are 

granted a temporary exemption from the 

provisions of section 9(a), solely with 

respect to the Injunction, subject to the 

condition in the application, from 

September 5, 2008, until the 

Commission takes final action on their 

application for a permanent order. 

By the Commission. 

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E8–21143 Filed 9–10–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28376; 812–13505] 

Fidelity Aberdeen Street Trust, et al.; 

Notice of Application 

September 5, 2008. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from rule 12d1–2(a) under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit registered 

open-end management investment 

companies relying on rule 12d1–2 under 

the Act to invest in certain financial 

instruments. 

APPLICANTS: Fidelity Management & 

Research Company (‘‘FMR’’), Strategic 

Advisers, Inc. (‘‘SAI’’), FMR Co., Inc. 

(‘‘FMRC’’) (each, an ‘‘Adviser’’); Fidelity 

Distributors Corporation (‘‘FDC’’) and 

National Financial Services LLC 

(‘‘NFS’’) (each, a ‘‘Distributor’’); and 

Fidelity Aberdeen Street Trust, Fidelity 

Fixed-Income Trust, Fidelity Income 

Fund, and Variable Insurance Products 

Fund V (each, a ‘‘Trust’’). 

FILING DATES: The application was filed 

on February 29, 2008, and amended on 

June 18, 2008, and September 2, 2008. 

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 September 29, 2008 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, Commission, 100 

F Street, NE., Washington, DC 20549–

1090; Applicants, 82 Devonshire Street, 

Boston, MA 02109. 

FOR FURTHER INFORMATION CONTACT: 

Keith A. Gregory, Senior Counsel, at 

(202) 551–6815, or Michael W. Mundt, 

Assistant Director, 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 for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE., Washington, DC 

20549–1520 (telephone (202) 551–5850). 

Applicants’ Representations 

1. Each Trust is organized as either a 

Delaware statutory trust or a 

Massachusetts business trust and is 

registered under the Act as an open-end 

management investment company. 

Applicants request an exemption to the 

extent necessary to permit any existing 

or future registered open-end 

management investment company or 

series thereof advised by an Adviser or 

an entity controlling, controlled by, or 

under common control with an Adviser 

and that invests in other investment 

companies in reliance on section 

12(d)(1)(G) of the Act, and that is also 

eligible to invest in securities (as 

defined in section 2(a)(36) of the Act) in 

reliance on rule 12d1–2 under the Act 

(together with the Trusts and their 

series, the ‘‘Funds’’), to also invest, to 

the extent consistent with its investment 

objective, policies, strategies and 

limitations, in financial instruments that 

may not be securities within the 

meaning of section 2(a)(36) of the Act 

(‘‘Other Investments’’).1

2. SAI or FMRC currently serves as 

the investment adviser to each of the 

Funds. Each Adviser is an investment 

adviser registered under the Investment 

Advisers Act of 1940 and a direct or 

indirect subsidiary of FMR LLC, a 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 177 / Thursday, September 11, 2008 / Notices 52895 

Delaware limited liability company 

(‘‘FMR LLC’’). Each Distributor is a 

broker-dealer registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and a direct or 

indirect subsidiary of FMR LLC. FDC is 

currently the distributor of the Funds. 

3. Consistent with its fiduciary 

obligations under the Act, each Fund’s 

board of trustees will review the 

advisory fees charged by the Fund’s 

investment adviser to ensure that they 

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 Fund may invest. 

Applicants’ Legal Analysis 

1. Section 12(d)(1)(A) of the Act 

provides that no registered investment 

company (‘‘acquiring company’’) may 

acquire securities of another investment 

company (‘‘acquired company’’) if such 

securities represent more than 3% of the 

acquired company’s outstanding voting 

stock or more than 5% of the acquiring 

company’s total assets, or if such 

securities, together with the securities of 

other investment companies, represent 

more than 10% of the acquiring 

company’s total assets. Section 

12(d)(1)(B) of the Act provides that no 

registered open-end investment 

company may sell its securities 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 cause more 

than 10% of the acquired company’s 

voting stock to be owned by investment 

companies. 

2. Section 12(d)(1)(G) of the 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; 

(ii) the acquiring company holds only 

securities of acquired companies that 

are part of the same group of investment 

companies, 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 Act by a securities 

association registered under section 15A 

of the Exchange 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 unit investment 

trusts in reliance on section 12(d)(1)(F) 

or (G) of the Act. 

3. Rule 12d1–2 under the Act permits 

a registered open-end investment 

company or a registered unit investment 

trust that relies on section 12(d)(1)(G) of 

the 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: (i) 

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 Act; (ii) 

securities (other than securities issued 

by an investment company); and (iii) 

securities issued by a money market 

fund, when the investment is made in 

reliance on rule 12d1–1 under the Act. 

For the purposes of rule 12d1–2, 

‘‘securities’’ means any security as that 

term is defined in section 2(a)(36) of the 

Act. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction from any 

provision of the Act, or from any rule 

under 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 policies and 

provisions of the Act. 

5. Applicants state that the proposed 

arrangement would comply with the 

provisions of rule 12d1–2 under the Act, 

but for the fact that the Funds may 

invest a portion of their assets in Other 

Investments. Applicants request an 

order under section 6(c) of the Act for 

an exemption from rule 12d1–2(a) to 

allow the Funds to invest in Other 

Investments. Applicants assert that 

permitting the Funds to invest in Other 

Investments as described in the 

application would not raise any of the 

concerns that the requirements of 

section 12(d)(1) were designed to 

address. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with all 

provisions of rule 12d1–2 under the Act, 

except for paragraph (a)(2), to the extent 

that it restricts any Fund from investing 

in Other Investments as described in the 

application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E8–21144 Filed 9–10–08; 8:45 am] 

BILLING CODE 8010–01–P 

UNITED STATES SENTENCING 

COMMISSION 

Sentencing Guidelines for United 

States Courts 

AGENCY: United States Sentencing 

Commission. 

ACTION: Notice of final action regarding 

technical and conforming amendments 

to federal sentencing guidelines 

effective November 1, 2008. 

SUMMARY: On May 1, 2008, the 

Commission submitted to Congress 

amendments to the federal sentencing 

guidelines and published these 

amendments in the Federal Register on 

May 9, 2008. See 73 FR 26924. The 

Commission has made technical and 

conforming amendments, set forth in 

this notice, to commentary provisions 

related to those amendments. 

DATES: The Commission has specified 

an effective date of November 1, 2008, 

for the amendments set forth in this 

notice. 

FOR FURTHER INFORMATION CONTACT: 

Michael Courlander, Public Affairs 

Officer, Telephone: (202) 502–4590. 

SUPPLEMENTARY INFORMATION: The 

United States Sentencing Commission, 

an independent commission in the 

judicial branch of the United States 

government, is authorized by 28 U.S.C. 

994(a) to promulgate sentencing 

guidelines and policy statements for 

federal courts. Section 994 also directs 

the Commission to review and revise 

periodically promulgated guidelines 

and authorizes it to submit guideline 

amendments to Congress not later than 

the first day of May each year. See 28 

U.S.C. 994(o), (p). Absent an affirmative 

disapproval by Congress within 180 

days after the Commission submits its 

amendments, the amendments become 

effective on the date specified by the 

Commission (typically November 1 of 

the same calendar year). See 28 U.S.C. 

994(p). 

Unlike amendments made to 

sentencing guidelines, amendments to 

commentary may be made at any time 

and are not subject to congressional 

review. To the extent practicable, the 

Commission endeavors to include 

amendments to commentary in any 

submission of guideline amendments to 

Congress. Occasionally, however, the 

Commission determines that technical 

and conforming changes to commentary 

are necessary. This notice sets forth 

technical and conforming amendments 

to commentary that will become 

effective on November 1, 2008. 


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