Class Exemption 77-4 for Certain Transactions Between Investment Companies and Employee Benefit Plans

NOTICES

is?:i?

8

rected. Another canunei~tatorsuggested a s t h e definit,~onof what const~tuteha n
e d "afllllate" of a bank f6r purposes of sect h a t t h e lnvestment ndvker be a l l o ~ ~ to
Fen ton and Welfare Benefit Programs
.charge hls lnvestment advisory fee or tlon 408(bl ( 8 , of the Act and sectlon
t h e fee ydld for management of the In- 4975(d) (8) of t h e Code Concern was
DEPARTMENT OF THE - r R E A ~ ~ vestment
R~
company, whichever was also expressed as to how the standard
higher,
so long as no double fee WFLS would operate In :;ltuntions involving
Internal Rcb-:lue Service
charged, on t h e grounds Lhat the higher common directors ant1 officer-. T l ~ efirs1
! I . ~ - , , ! , I \ , I L ~ ~~ r ~ l l h : i ( : l IExel~iptlon
~ll
77-4 1
fee
for t h e econornic c o n c e r n i s unworrautt-d. RS S ~ LC~ O I I111d a
. b- often
~ necessary
.
sglvlcl~igof smallcr nccourth ?11is :,llg- clearly stales tit:rt the (icfiliiI ion set fortii
EMPLOYEE BFNEFI r PLANS
gestio~n a.:i,s not a*.,crptcd, bcCnuse i t is "for pur1)osc.h at [.his rxr.mptios~
CIdsj Exemption for Certain Transactions wo~ildprovide a situation will] n polen- W i t l l r e s p e c t to the o t i ~ c rconcern, secBetween lnvestrr~ent Companies and tial for abufe involving econonilc jiabl tion I I ( d ) ( 3 ) h a s I)ren a ~ ~ l c ~ ~ to
d t ?make
tl
Employee Benef~tPlans
for I h c . fidud:~~-ywhich c~)ultlnu1 be clear t h a t a n ol>ccr, director, partner
O n Novrmbrr 16, 1976, n0ticC w pub- c-:ts~lymonitored.
o r emi~loyeeor relatlvr of arfitll~ciar':$'
REGISTER
( 4 1 F'R
lished !n the BIIEPAL
Tllrce suggestions were ~'e.jr,ctctl :I> un- Ihvestment ntlvlsrr, 01. all ::ff:l~nle 1l1el.e60516) t h a t t h e Uel,artment of Labor nix-es;rry In Ilght of e x ~ s t i n gp~.ovislons of, could be a dirtytor nf tlre seco:ic!
. ( t h e Department) and t h e Intcrnal Rev- In the proposed e x e m p t i o ~T~h. e f i s t wiw fiduciary without theyeby outnniaticallv
enue Service ( t h e Servlce) hful uncler to amend section n l e r of the proposed disquitlifylng t l ~ e seiond fidrrcinry ov,
conslde~~allon
a prol>osed c l a s c x e n ~ ~ ~ texemption
l~~n
to permit the Eoi:rtl of TNS- being independent of and r1nrela1c.d to
l r o m thc rcstrlctio~Ls of section 406 oi tees to a p p r o v e t h e few paid to t h e t h e flduciary/lnvestment n ~ l \ ~ i s e rF. I w tlra Eltillloyee Retlrernent Income Se- ~fiduci;~ry,'ilivest~ieiIt
ndviscr. S ~ t i o l l ever, i n t h a t case the director nus st nbcurity Act of 1074 ( t h e Ar.t) and from I I f e i provides for alwroval by a second stain f r o m any participation in tlr~:s e l ~ c t h e tnxcs Impased by section 4975 (nj fidkiciary of fees paid tn t h e fiduciary/ tion of t h e inve:>tmcnt adviscr or t h r
ant1 11,1 o f the 111tc1-:1al12evcn116r o d e invrstmrnt adviser. I ~ ~ ; : i ~ n uacsh t h e approval of any l,urchnre.s o r snlc;!,
of I 95.1 1 the Codc I , Ily reason of scctloll Boarrl of "I'rr~stees Is a fiduciary to t h e between the plan a n d the i r ~ v e s t l n r i ! ~
4 9 7 5 1 ~11)
) of t h e Code. Thr: clilss ex- plan, If It m e e k t h e rrlteria set forth company, or t h e n;?l~rovalof anv change
er~iptiona m requcst~!din a n applicatiolr 111 sectloll IIcdl of the excnlption for of fees charged to o r paid by the p l d ~ i
cA~~:)licatiori
No. D-055) filed by T. Rowe a second fiduc1a1-y l n d ~ p e n d e n tof and
information. T h e stter-itio~i
Price Assoclatns, Ilic., Scudder. Stevens & unrelated to t h e Investment adviser. It of Genel'al
persons is dir.ec!c.d to the
Clark. Btcin Roe & F'arnham arid T h o m - m a y approve the fees mid. T h e seconcl f o interested
llo~g: ,
dlke, D0r;r.n. P n h e & I.ewts, Inc.. invest- suggestlo~i,tllnt the i ~ ~ v e s h ~ l eadviser
nt
( 1 ) ~ l i hfact 1.liat n t l n ~ ~ s r ~ c tis
~ o' n
ment advisory firms. T h e class exemptlon be allowed to invest in its money market
would excnlpt frotn tile prohibited trans- f u n d without receipt of written approval t h e subject of n11 exenr);tio~r granted
action restrictions the purchase a n d sale by the second fiduciary, provided i t has under section 408(n) of the Act a n d
by a n errtployec benefit ylrrn of shares of notified t h e trustees both by prospectus section 4975 ( c ) ( 2 ) of t h e Code does not
a m g i ~ t e r e t l ,open-end investment com- nnd oyally of ft.7 Intent to (lo so, was not. relleve a fiduciary or other party i l l inDally whcn a. fidr~ciitryw ~ t hr e : m c t t.o the a c c e l ~ k d ,a s t h e mrthods prcrvlded for terest or dkqualified person witli respect
p1n11 ( c g . . nn hlvc.sLnient nlanngcr.1 is, approval in scctlon Tl(c) provide enougll t o a plan to which t h e e r e m ~ ) t i o nis a y plicsblc f r o ~ n certain other 1)rovislons
. d s o the ~nvesttneritadviser f o r t h e in- a l t e r n : ~t,lvcs t
o allow. flexibility in r ~ c e ~ r i t tlie Act and the Code, inc!url~ng ally
veatmertl rolngnny. T h e e:reni~~tioiiwns nf ai~provnl,nntl the method s ~ ~ g g e s t r t of
l
11rohi)jited
t~.nnsaction provisions to
pr,roposcd In accurdance wlth t h e procethe Commentator would .t?ot p r ~ v i i i e altich t h e exemption does not apply and
dures set. forth in ERISA Procedure 75-1 by
nc!cr!rlnte dncunicntntion of prior a p - the g c n e ~ , a fiduciary
l
responsihitily p1.o(40 FR 18171, April 78, 1975 a n d Rev.
Arotlrer suggrstioli, t , ~t h e effrct visions of section 40-1 elf the Act w h i c l ~ .
Proc. 75-26, 1875-1 C.l<.722, a n d all in- proval.
t h n t thr eurmptiun b r clnrifircl t
z
st:lte
d s u b n ~ ~ tth n t it covers insurance cornlJ.llty sep:i- among other things. rc~luil'e;r fidueinr~.
terested ~cl-soliswt:re i ~ ~ v l t eto
to d i ~ c h a r g e his cluties r c s l ~ e c t ~ nthe
g
c o n m e n & on the ~?~,oposed
exemption.
r a t e accounts which Inyest portions of
E i ~ h colrunents
t
Kcre received with r e - their assets in mutun1 funds, the a d v i . ~ ~ .plan solely in thc interest of the rjlan's
gard to the pl'or)o,.wl c::emption, all sup- t c ~whlch Is I h ? 1nsul':cnce coml?nny, wns participank nncl beneficiaries mnd in n
porting tile g r a n t of t h e exemption. not ar&pted becar~srt . t ~ eexcrlii~tion. n s arrrclcnt faslrior~in acordnlice wltlr secT i r c r coninierlr;; s u p ; ) o ~ k dt h e exemp- p~.opo:wl, covers t h a t slt~lntion.Plit~ras- tlon 404(a) (1) ( B ) of t h e Act; n o r does
tion as l j l nr>i,serl,while orre comment snp- s c k inve~tccl In a n 1rls:rl'i~nce c.ompany i t affect t h e recluim~ncnt of section
i
getc-rj L i i . 1 I. t h e c.x?rnption be ex1~nn~lc.ls r l x r a t e acrount r~.tnnini.lnn assctq urr- BOlca) of the Code t h a t a ~ ~ l a ' rmust
to core!. no-cnllcd ~nuttlnlfund " i l l honsc" tir.1- ~ e c t i o n4Ollb) 1 2 ) l J 3 1 of tilc A c t . ? h e 0ucrat.e f o r tile excluslye benefit of the
p l ; ~ n s mi!.
.
c < i ~ n r ~ l c\\'a,\
n t riit.hdr:~nrl :I i - f a r L th.?t t h e irisriranc.e coc\l>nry need employees pf the employcr maintainin::
t.cr Lhe ~.trb:ic:ttiono i notice of the pencl- not. hplri such asset5 in ti'irst trrldrr s r c - t h e plan a n d t!ieir beneficiarich.
( 2 1 Tii? excmplion set forlh herein lh
c~ic: oi a propa5ed claso cxemption for tloli 403(b) (3)of the Act. m:tl t h ~ tthere,
sul~plementalto, a n d not In derogation
1t111t:~l f\:111! '111 I I ( J I I , ~ " 11la11.ij r l 4 1 Px
~ ~ S I I I ' R ~ rc111ip:Lny
CC
11011l~SUCII
f o r ~t h ~
540ALI
:tssek 11.1 it-s o-lvn n : m c and not In the of, any other provisions of the Act a n d
E n c h uf tlie i-c.111.trnin: conitt:cltl.
1:nllie c.i Ulc 1)1;11>, dw:; not alter tl-ie facl the Cotle, including statutory cxcmr)tior,:.
n h i l e srrpyorrillg the exclnpLio11 c o ~ ? - t.h:~t it, as invrstmer~t:tdvLsei to tlie plan. and transitional rules. h i r t h e r m o r e , t h e
t;r~r~etloi>c o r m u i r sr~g~;cslii,ll.sfr,: 15 i~ivesl.ingplan asszt-. in a mutual fund f a c t t h a t a t r a ~ ~ s a c t i oIsn subject to a n
ch.crlgcs in t.11e rsrmption.
to \v?i!?h it !T an invedment adviser. administrative or stntut.ory exemption is
O n e conininit. sllggested :I ~i.chn!c:tl Therefore. to t h e evterrt it meets t h e con- Iicjt disl)ositivc of whethei' t h e transarw11entlnie1;t lo sf:cLlons I f c ) and IIlcr ditions set forth 111 tlie e x r n ~ p t i o nit. may tion is 111 fact a prohlbltcd transaction.
13) ' T h e cla?s euen?ption I applicable
of t.he e x r ~ h j ~ t ~tcjo make
n
clc-ar t h a t pay- cnusc tile pu:'chn::c or ?ale b y such s c p a m e n t nf a n Lnvestment advisory f e e based , n t e aecoutn! of shares of ?ach rnut~lnl t o a oarticl~inrt.r:~nsflctiononly if t h e
transaction sdisfics the . conditions
on totitl pl:rn assets, from which crfdit funds.
ha.? been siibtracted representing t h e
Sin~ilnrl\', a sne:.est~o:i t11i:t tile specified i n ti14 clms exemption.
plan's pro rcrtil :,hare r~fthe investment exempllon be estenficd to no-load.
( 4 ) I11 accordsnce with section 408(a,
adtt%tscrry fees paid b y t h e investment closed-end i n v d t m e n t cnrnpnnles was of the Act and srctlon 4975(c)( 2 ) of the
company. %auld not co~itravenet h e h n rejected became 1nsum:lerlt Information Code, nnd based upon the entlre record.
on payment of Investrrient management was provided to determine whether such fncluding t h e ' wrltten comments subo r investment ndvisory fees with r e p e c t a n extension would he jr~stified.
nlftted in response ta t h e notlce of Noto plan assets invested Lfi shares of the
PLnallY, o n e commentator expreraed vember 18. 1976, t h e I k p a r t m e n t and
lnvestrnent company. T h e comment was con'cern t h a t the standard set forth in t h e Service make the following deteraccepted, a n d incorporated in sections section I I l d ) as Lo whnt cons$itutes an minations :
I(c) and Z l ( c ) . Inaddltion, a typographl- unrelated, indepedent f l d u c f a n for purr i ) T h e ch.ss exemption set forth herecal error in section I!c) has been cor- poses of the. exemption would be used in Is adrnlnfstratively feasible;

DEPARTMENT OF LABOR

-~

"

(11) I t is Ln the interests of plans and aan of secuon 4975(c) (1) of Ule Code,
of W r participaJlts and beneAcrule6; BhaU nQI apply fO the purchase or sale
by an cnwlayce benefit plan of shares of
and
(M)I t is protective of the rights of an open-cnb investment company reg-.

of an,-&5ei~nlliilbetween the rates of
sdch fees, the r t s s o h why tha flducinry,
investment adviser . m s y eorulder 'such
purclmses to be approprlittq tor the plan,
participants and beneflciarles of plans. bkred under the Investment Company a d whether there are any lirhitations
Ezemption. Accordingly, the follow- Act ctf 1940. the investment adviser for on the flducial.g~investme!ltadviser with
ing exemption la hereby granted under which is also a flduchry with rerpect to respect to which plan assets nlay be inthe authority of section 408(a) of the the plan tor an m i a t e of such fiduciary J vested 111 shares of the investnlent comAct and section 4975(c) (2)of the Code and 16not an employer of employees cov- vany and. i f so, We uature. of such limiand in accordance with the procedures; ered by the plan (heremefter referred to tations. J?or purposes d this exempas "fiduclan/lnvestment adviser"), pro- tton, such seconc? fiduclaiy will not be
set forth Ln'ERISA Procedure 75-1 (a'
Fa 18471, April 28. 1975) and Rev. 'Proc. vided that the following condltlons are deemed to be ind,pendent of and ullrelated to the Aduclar?;:investnlent -advtser
met
75-28,1975-1 CB. 722:
or any afllllate thereof If:
4i?,)The plan does not pas a sales
Section I-Retroactive. EPfective Jan(1) Such second fiducinry direct.ly or.
uary 1, 1975 until 90 days after the date commission ln connechon wlth such purindirectly controls, Ls controlled by. or is
of grantlng of this exemption, the re- chase or sale.
(b) The plan does not pay a redemp- under conlmon control with the fiduri- .
strictions of sectlon 406 of the Act and
the taxes imposed by section 4975 (a) and ,tion fee In connection with the sale by .uy/iuvestment adviser or any nffilinte
(b) of the Code, by reason of sectihn 4975 the plan to the Investment company of thereof:
t 2 ) Such second fiduciary. or any om(c) (1) of the Code, shall not apply to the such shares unless (1 sucfi redemption
director, pnrt.neT, employee or relpurchase or sale by an enlployee benefit fee is paid only to the investment com- cer,
plan of shares of an open-end investment pany, and (2) the existence of such re- ative of such second Aduclary k an
ciirector, ptutner. employee 01.
company registered under We Invest- demptlon fee is disclosed In the invest- ofIicer,
of such flduciary/i~~vestrnent
ndment Company Act of 1940, the invest- ment company pmspectus In effect both relative
r or any af[lliate thereof: or
ment adviser for which is also a fiduciary at the unle of the purchase of -such shares
3) Such second fiduciary directly or"
with r e s m t to the plan tor an afaliate and at the time of such sale
in ecus receives any compei~snt~on
or
of such fiduciary) and is not an employer
( c ) The plan does not pay an ~nvest- other consideration for his or h h ow11
of employees covered by the plan, pro- ment management, idvestment advisory personal account in connections wit11
vided that the following conditions are or sunilar fee with respect to the plan 8ny transaction described in this esenlgmet:
8sseta invested in such shares for the tion.
(a) The plan does not pay a sales com- entire period of such hvestment This
If an ofXlcer, director, partner. "emmfssion In c o ~ e c t i o nwith sudh pur- condition does not preclude the payment ploye or relative of such Aduciaryiinof investment advisory fees by the in- vestment a d a r or any m a t e thereof
chase or sale.
(b) The plan does not pay a redernp- vestment company under the terms of is a direet0.r of 6ueh second flduclry.
tion fee in connection wlth the sale by .its investment advisory agreement and if he or she ahitaim lrom particithe plan to the investment company of adopted in accordance with section 15 of pation in (1) the choice of the plan's insuch shares, unless (1) such redemption the Investment Company Act of 1940 vestment adviser, (ii) the approval of
fee Is pald only to the investment com- This condition also does not preclude any such purchsse or sale between the
pany, and (2) the existence of such R- payment of an investment advisory fee by plan and the investment company and
demption fee is disclosed in the lnvest- the plan based on total plan assets from I iii ) the approval of rulg change of fees
ment company prospectus in effect both which a c r A t has been subtracted rep- charged to m paid by the plan, then parat the time of the purchase of such resenttng the plan's gro rsta share of In- agraph r d ) ( 2 ) of this section shnll not
vestment advtsory fees pa~dby the In- apply.
shares and at the tlme of such sale.
For purposes of this exemptloll, Lhe
tc) The plzn does not pay antinvest- vestment company. If, dunng any fee
term "contro~'means Lhe, power to exment management, investment advisory
ercise a contmlllng influence over the
or similar f e e wlth respect to the plan
management QL. pollcles'of a person other
assets invested In such shares for the
shares
of
the
ineestment
company,
Ipe
entire period of such investment. Thls requirement of this paragraph (c) shdl than an individual, pndthe term '.relative" means 6 "rehtive".as that tern is
condltlon does not preclude (1) the paymet with respect to such pre- defined in eecwn 3tt5) of the Act tor
ment of investment advisory fees by the be deemed
if,
by
a
method
reasonably
dea "member of 8he family" as .that term
investment company under the terms of
to sccompllsh the same, th'e is deAned in section .4975(e)( 6 ) of the.
its tnvestment rtdvisory agreement adoptof
the
premid
fee
that
constlCode), or a brothq, a sister, or a spousc
ed in accordance with sectbn IS of the
.
Investment Company Act of 1940, (2) the tute3 the fee with respect to the plan as- of a brother or a sisei:. .
sets
invested
In
the
investment
cbmpany
te) On the ba& of the pkospectus and
payment of a n investment advisory fee
by the plan based on total pian assets shares (1) is anticipated and subtracted disclosure selerred to in rhragraph ( d > .
from which a credit has been subtracted from the prepaid fee a t the time of pag- tile second tkhciary referred to in pararepreenting the plan's pro rata share of ment of such fee, (2) is returned to the graph (d) apploves such purchases and
investment advisory fees paid 9 the in- plan no later than durlng the b u n e l - saks conskitent with t h e redponsibilltles
vestment company, or (3) the purchase ately foVpwmg fee period, or (3). is offset obligations, and duties impoje'd on
prepaid fee for the wnmedl- fldueries by Bast 4 of Title I of W e Act.
by the plan of shares of the Investment w m t
fol wing fee perlod or for the fee Such approval. m a y be llmited solely to
comTany durlng any fee period for wNch ately
the plan prepaid its investment manage- p e r i d mmedlately f o l l o u ~ g there- .' the investment advisory aneothe? fee.s
ment, investment advisory or similar fee. after For purposes of thls paragraph, a pa% by the mutual fund in relation to
the fees paid by the plan and need not
regardless of whether any Part of such
relate to any obher aswcts of such .inpregald fee is returned to the plan,
is
calculated
a
s
of
a
date
not
later
than
vestments. In addition, such approval
provided thab no investment nmnagemajt be either ( 1 ) ,set fortll in the pl$n
ment, investment advisory or similar fee the first day of such perlod
1 d) A second fiduciary with respect t o
documents or in the investrilent mnnwas or is pald by the plan for any subsequent fee period during any part of the plan. who ts independent of and ' aggmeht agreement between the plan
which such investment in shares of Ule unrelated to the flduciary/investment and the Muciary;investment ndviser.
investment company ass or is retained adviser or ally amliste thereof, recelva 12) indicated fi witing. rrior to each
a current prospectus Issued by the in- purchase or sale, o r c( 3 ) Indicated in
by the plan.
company, and full and detailed writing prior to the commencement of a
Section It-Prospective. Effective 40 vestment
pi*
the date of granting of this written di5cIoaure of the investment ad- specifitd purchase o r 'sale .program In
visory
and
other fees charged to or paid the shares of s u d l hves&rnmtcompany.
arempllrm. ths ~ U O o ofssoeuork 406
( f ) T h e -rmd
fiduclar~referred to in
o i ~ 1 5 C t m d t b taxesimposcd
t
by set- by the plan and the investmalt corntion 4975 (a1 and ib) of the Code, b y rea- p a w , including the nature and extent paragraph ( d ) . or any successor thereto, '

.

.

"X

,

%s

FEDERAL REGI3tEI, VDL. !2,

NO.

68-FRIDAY,

APRIL 6, 1977

NOTICES
~iotifiedof any chnnge in all.\, of l11e
i - ~ t eofs fees referred to in paragmph (d1
and approires in writing the continuati011 of such purchases or sales and the
continued holding of, any investment
t ompany shares acquired by the plan
1,rioy tosuch change and still held by.tl~e
plat1 Such approval may' be limited
solely to the investment advisory and
other fees paid by the mutual fund in
?elatlol~to the fees paid by the p l s n p n d
need not relate to any other ahpects of
.-1rc11investmellt.
I.,

.

-

.',

,,

'

contlit~o~ls
set forth in the comment
would provide addquate safeguards for
plans, their partic4pant.s and beneficiaries, and exten'dinpr the comment period
to secure such inforrnatlon would unjustlflably impose further delay in the
granting of the exemption to the applicant. To the extent the commentator
pcrceivcs the need for a n exemption, the
Department and (he Service invite t h e '
co~nmentator to submit an application
for a c l a ~ sexemption pursuant to the,
ljroced~rresset forth in ERISA Procedure

and the Code, including any l~rohihited
transaction provisions to which the
exemption does not apply and the gen-,
era1 fiduciary responsibility provisions
of Section 404 of the Act which, amollg
other things. require-a fiduciary to discharge his duties respecting the plan
solely .in the interest of the plan's p a l . tidpal;ts and beneficiaries and in n
Brudellt fashion in accordance with settion 4041n) ( 1 cB) of the Act: nor does
it affect the requirement of section 401
' a ' of the Code t h a t a plan 1i111stoperate

( I , I \ - of Marc11 1977.
J . VERNON
BALLAHD,

Department of Labor.

EMPLOYEE BENEFIT PLANS

J . VERNON
BALLARD.
Ad??rinistrator o f Pension a t ~ d Welfare Benefit
Probraiots. D c p f l r t m ~ n ot f La-

Actr~rg

E. W I L L I A ~ .
A c p n g Cotnmbsioner of
Internal Reoen tie

WIL@M

'

six comments were rece~ved.all expressing sup
r the grant of the exernption. Tw%e
corr?nents ursed npj>roval of the exemption as proposed.
A third comment urged t h a t the .exernpLion be extended to in-house plans
of cloa&-end mutual funds. After d u e
consideration, this rwueat was rejected
kcawe insuf8ctent information was
provided to enable the I k p a r t m e n t and
t h e Service to determine whether the
b'

'

General i ~ z i o r m a ~ i oThe
n . attention of
interested persons is directed to the
following:,
1 I I T h e fact t h a t a transaction is the
subfect of a n exemption. granted under
section 413BraI of the Act and section
4975t.c) ( 2 1 of t h e Code do-not
relieve
a
ciary or other party in interest or
di%%dld seraon, with r w g & t to n
plan to which the exemption b applicable
from certain other provkions.bf t h e Act

Effective for transactions occurring
a f t e r December 31, 1974, the restrictions
smt.jons 406. md 4&7(a) -,f thd
and t h e taxes cimposed by section 4975
fa) a n d (b) of t h e Code. by reason of
section 4975tcl (,I) d the Code, shall not
apply to the acquisition or kale of shares
of an open-end investment company
regetered under the Investment Cornpar19
of 1940 by an employee beneflt
'plan covering only employees of such investment company. employees of the in-

FEDERAL IEGISTER, VOL 42, NO U - q t I D A Y , APIIIL fi, 1977

,
NOTICES
\e,tniellt adviser or principal u n d t r - sciil ~ l... cot'-'
1 ..:,ition
~
does ~ i o preclude
t
the
w r i k r $or such tnvestment conlpany, cr pa3menr of lllvestment advisory fees by
employees of a n y affiliated percon ( a s t h e i ~ ? \ . c \ t ~ l l Ce ~
O lI tI I ~ P ~under
Y
the terms
defiled in section ?lab ( 3 ) of the Inve51- of its invcSt!nent advisory agreement
ment C o ~ n p a n yAct of 19401 of such in- atiopteii 111 accordance wit11 sectiori 15 of
vestn:e:lt adviser or ~irincipal under- rhr 1;::-er!mr!i:
Co~nyanyAct of 1940.
writer, plwided t h a t the follon-ing con- .
b~ Ti;? j.'Ii,n d m not pay n redcinb)ditions are nlet twhethel. or not such :is!: fee in connection with the sale by
j~ivestmentcompany, inveitnient adviser. the ;;!it.:: ti: tlie ii~vestnientcolnpunq. of
~ n n c l p a lunderwriter or any nffillated 611File Typeapplication/pdfFile Modified2008-02-29File Created2008-02-29