22778 Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 

a Fund in an Affiliated Underwriting, 

once an investment by an Acquiring 

Fund in the securities of the Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, including any 

purchases made directly from an 

Underwriting Affiliate. The Board will 

review these purchases periodically, but 

no less frequently than annually, to 

determine whether the purchases were 

influenced by the investment by the 

Acquiring Fund in the Fund. The Board 

will consider, among other things: (a) 

Whether the purchases were consistent 

with the investment objectives and 

policies of the Fund; (b) how the 

performance of securities purchased in 

an Affiliated Underwriting compares to 

the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (c) 

whether the amount of securities 

purchased by a Fund in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to assure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

13. Each Fund will maintain and 

preserve permanently in an easily 

accessible place a written copy of the 

procedures described in the preceding 

condition, and any modifications to 

such procedures, and will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 

which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings, 

once an investment by an Acquiring 

Fund in the securities of the Fund 

exceeds the limit of section 

12(d)(1)(A)(i) of the Act, setting forth 

from whom the securities were 

acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the Board’s determinations were made. 

14. Before investing in the Shares of 

a Fund in excess of the limits in section 

12(d)(1)(A), each Acquiring Fund and 

the Fund will execute a Acquiring Fund 

Agreement stating, without limitation, 

that their boards of directors or trustees 

and their investment adviser(s) or their 

Sponsors or Trustees, as applicable, 

understand the terms and conditions of 

the order, and agree to fulfill their 

responsibilities under the order. At the 

time of its investment in Shares, in 

excess of the limit in section 

12(d)(1)(A)(i), a Acquiring Fund will 

notify the Fund of the investment. At 

such time, the Acquiring Fund will also 

transmit to the Fund a list of names of 

each Acquiring Fund Affiliate and 

Underwriting Affiliate. The Acquiring 

Fund will notify the Fund of any 

changes to the list of names as soon as 

reasonably practicable after a change 

occurs. The Fund and the Acquiring 

Fund will maintain and preserve a copy 

of the order, the Acquiring Fund 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

15. The Acquiring Fund Adviser, 

Trustee or Sponsor, as applicable, will 

waive fees otherwise payable to it by the 

Acquiring Fund in an amount at least 

equal to any compensation (including 

fees received under any plan adopted by 

a Fund under rule 12b–1 under the Act) 

received from a Fund by the Acquiring 

Fund Adviser, Trustee or Sponsor, or an 

affiliated person of the Acquiring Fund 

Adviser, Trustee or Sponsor, other than 

any advisory fees paid to the Acquiring 

Fund Adviser, Trustee or Sponsor, or its 

affiliated person by a Fund, in 

connection with the investment by the 

Acquiring Fund in the Fund. Any 

Acquiring Fund SubAdviser will waive 

fees otherwise payable to the Acquiring 

Fund SubAdviser, directly or indirectly, 

by the Acquiring Management Company 

in an amount at least equal to any 

compensation received from the Fund 

by the Acquiring Fund SubAdviser, or 

an affiliated person of the Acquiring 

Fund Sub-Adviser, other than any 

advisory fees paid to the Acquiring 

Fund Sub-Adviser or its affiliated 

person by the Fund, in connection with 

any investment by the Acquiring 

Management Company in the Fund 

made at the direction of the Acquiring 

Fund SubAdviser. In the event that the 

Acquiring Fund SubAdviser waives 

fees, the benefit of the waiver will be 

passed through to the Acquiring 

Management Company. 

16. Any sales charges and/or service 

fees charged with respect to shares of an 

Acquiring Fund will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

17. No Fund will acquire securities of 

any other investment company or 

company relying on section 3(c)(1) or 

3(c)(7) of the Act in excess of the limits 

contained in section 12(d)(1)(A) of the 

Act, except to the extent permitted by 

exemptive relief from the Commission 

permitting the Fund to purchase shares 

of other investment companies for shortterm cash management purposes. 

18. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Acquiring Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

advisory contract are based on services 

provided that will be in addition to, 

rather than duplicative of, the services 

provided under the advisory contract(s) 

of any Fund in which the Acquiring 

Management Company may invest. 

These findings and their basis will be 

recorded fully in the minute books of 

the appropriate Acquiring Management 

Company. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11301 Filed 5–13–09; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold an Open Meeting 

on Wednesday, May 20, 2009 at 10 a.m., 

in the Auditorium, Room L–002. 

The subject matter of the Open 

Meeting will be: The Commission will 

consider whether to propose changes to 

the federal proxy rules to facilitate 

director nominations by shareholders. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

May 12, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–11380 Filed 5–12–09; 4:15 pm] 

BILLING CODE P 


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