[Federal Register Volume 77, Number 174 (Friday, September 7, 2012)]
[Notices]
[Pages 55235-55240]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-22017]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30188; 812-13933]
Cash Account Trust, et al.; Notice of Application
August 31, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for an order under sections 6(c) and
17(b) of the Investment Company Act of 1940 (the ``Act'') for an
exemption from section 17(a) of the Act.
-----------------------------------------------------------------------
Applicants: Cash Account Trust, on behalf of its series, Government
& Agency Securities Portfolio and Money Market Portfolio; Cash
Management Portfolio; Cash Reserve Fund, Inc., on behalf of its series,
Prime Series; DWS Money Funds, on behalf of its series, DWS Money
Market Prime Series; DWS Money Market Trust, on behalf of its series,
DWS Money Market Series, Cash Management Fund, Cash Reserves Fund
Institutional, and Daily Assets Fund Institutional; DWS Variable Series
II, on behalf of its series, DWS Money Market VIP; and Investors Cash
Trust, on behalf of its series, Treasury Portfolio, Central Cash
Management Fund and DWS Variable NAV Money Fund (collectively, the
``DWS Funds''), Deutsche Investment Management Americas Inc.
(``DIMA''), and Deutsche Bank Securities, Inc. (``DBSI'').
SUMMARY: Summary of Application: Applicants request an order to permit
the Money Market Portfolios (as defined below) to engage in principal
transactions in certain taxable money market instruments including
repurchase agreements with DBSI.
DATES: Filing Dates: The application was filed on August 1, 2011, and
amended on January 27, 2012, and July 20, 2012.
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 24, 2012, and should be accompanied by proof of
service on the 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 may request notification of a hearing by writing to
the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: the DWS Funds and
DIMA, 345 Park Avenue, New York, NY 10154; DBSI, 60 Wall Street, New
York, NY 10005.
FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, (202) 551-6879 or Mary Kay Frech, Branch Chief, (202) 551-6821
(Office of Investment Company Regulation, Division of Investment
Management).
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. The DWS Funds are each a Massachusetts business trust (or, in
the case of Cash Reserve Fund Inc., a Maryland corporation), each is
registered under the Act as an open-end management investment company,
and each has one or more series that operate as money market funds
subject to rule 2a-7 under the Act (``Rule 2a-7''). In addition to the
DWS Funds and their series that operate as money market funds subject
to Rule 2a-7, relief is requested for any other existing or future
funds registered under the Act that operate as money market funds
subject to Rule 2a-7 under the Act and are advised or subadvised by an
Adviser (as defined below). All such investment companies and their
series that operate as money market funds subject to Rule 2a-7 under
the Act, including DWS Funds and their series, are referred to
individually as a ``Money Market Portfolio'' and collectively as the
``Money Market Portfolios.'' Any Money Market Portfolios not existing
as of the date of the application or that currently
[[Page 55236]]
do not intend to rely on the requested order are referred to
individually as a ``Future Money Market Portfolio'' and collectively as
the ``Future Money Market Portfolios.'' \1\
---------------------------------------------------------------------------
\1\ Any Money Market Portfolio that currently intends to rely on
the requested order is named as an applicant. Any other Money Market
Portfolio that relies on the order in the future will comply with
the terms and conditions of the application.
---------------------------------------------------------------------------
2. DIMA, a Delaware corporation and wholly owned subsidiary of
Deutsche Bank Americas Holding Corporation, a wholly owned subsidiary
of Taunus Corporation, which is a wholly owned subsidiary of Deutsche
Bank A.G. (``DB''), is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the ``Advisers Act'').
Each Money Market Portfolio has an investment advisory agreement with
DIMA, pursuant to which DIMA provides investment advisory and
management services. In addition to DIMA, applicants request relief for
any other existing or future investment adviser registered under the
Advisers Act which acts as investment adviser or sub-adviser to a DWS
Fund and which controls, is controlled by, or is under common control
(as defined in section 2(a)(9) of the Act) with DIMA (individually, a
``Future Adviser'' and collectively, the ``Future Advisers''). DIMA and
the Future Advisers are referred to individually as an ``Adviser'' and
collectively as the ``Advisers.'' \2\
---------------------------------------------------------------------------
\2\ Any Adviser that currently intends to rely on the requested
order is named as an applicant. Any other Adviser that relies on the
order in the future will comply with the terms and conditions of the
application. Each Future Adviser will be registered as an investment
adviser under the Advisers Act.
---------------------------------------------------------------------------
3. DBSI, a Delaware corporation and wholly owned subsidiary of DB
U.S. Financial Markets Holding Corporation, a wholly owned subsidiary
of Taunus Corporation, which, as noted above, is a wholly owned
subsidiary of DB, is registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended (the ``1934 Act'').\3\ DBSI, which is
a primary dealer in U.S. Government securities, is currently one of the
largest dealers in commercial paper, repurchase agreements and other
money market instruments in the United States (such money market
instruments and repurchase agreements collectively are referred to as
``Money Market Instruments''). Applicants believe that DBSI's extensive
dealing in Taxable Money Market Instruments (as defined below) makes it
a very significant source for both investment opportunities and
information and expertise.\4\
---------------------------------------------------------------------------
\3\ DBSI also is registered as an investment adviser under the
Advisers Act. For purposes of the application, the relief sought
applies to DBSI as broker-dealer only. The requested relief will not
extend to any investment company advised or sub-advised by DBSI.
\4\ The term ``Taxable Money Market Instruments'' refers to
taxable securities which are eligible for purchase by money market
funds under Rule 2a-7, including short-term U.S. Government
securities, short-term U.S. Governmental agency securities, bank
money market instruments, bank notes, commercial paper and other
short-term fixed income instruments, including appropriate medium-
term notes, asset-backed floating rate notes, and repurchase
agreements.
---------------------------------------------------------------------------
4. Applicants state that DBSI and the Adviser are functionally
independent of each other and operate as completely separate entities
under the umbrella of DB. While each of these corporations is under
common control, DBSI and the Adviser have their own separate officers
and employees, are separately capitalized, and maintain their own books
and records, except for one dual officer as more fully discussed in the
application. In addition, the Adviser and DBSI operate on different
sides of appropriate information barriers with respect to portfolio
management activities and investment banking activities, and maintain
physically separate offices.
5. Investment management decisions for the Money Market Portfolios
are determined solely by the Adviser. The portfolio managers and other
employees that are responsible for portfolio management for registered
investment companies are employed solely by the Adviser (and not DBSI)
and have lines of reporting responsibility solely within the Adviser.
The compensation of persons assigned to the Adviser will not depend on
the volume or nature of trades effected by the Adviser for the Money
Market Portfolios with DBSI under the requested exemption, except to
the extent that such trades may affect the profits and losses of DB and
its subsidiaries as a whole.
6. Each Money Market Portfolio and Future Money Market Portfolio,
consistent with its stated investment objectives and practices, may
invest in Money Market Instruments. Practically all trading in Taxable
Money Market Instruments takes place in over-the-counter markets
consisting of groups of dealers that are primarily major securities
firms or large commercial banks. Taxable Money Market Instruments are
generally traded in lots of $1,000,000 or more on a net basis and do
not normally involve either brokerage commissions or transfer taxes.
The cost of portfolio transactions to the Money Market Portfolios
consists primarily of dealer or underwriter spreads. Spreads vary among
Money Market Instruments but generally spread levels are in the range
of 1 to 5 basis points (.01% to .05%). In the Money Market Portfolios'
experience, there is not a great deal of variation in the spreads
quoted by the various dealers, except during turbulent market
conditions.
7. The money market consists of elaborate communications networks
among dealer firms, principal issuers of Taxable Money Market
Instruments and principal institutional buyers of such instruments.
Because the money market is a dealer market rather than an auction
market, there is not a single obtainable price for a given instrument
that generally prevails at any given time. A dealer acts either as
``agent'' on behalf of issuer clients or as ``principal'' for its own
account. In either capacity, a dealer posts rates throughout its
internal and external distribution networks that are intended to
reflect ``market clearing price levels,'' as determined by the dealer.
Only customers of dealers seeking to purchase Money Market Instruments
have access to these postings.
8. Because of the variety of types of Taxable Money Market
Instruments, the money market tends to be somewhat segmented. The
markets for the various types of instruments will vary in terms of
price, volatility, liquidity and availability. Although the rates for
the different types of instruments tend to fluctuate closely together,
there may be significant differences in yield among the various types
of instruments, and even within a particular instrument category,
depending upon the maturity date and the credit quality of the issuer.
Moreover, from time to time segmenting exists within Money Market
Instruments with the same maturity date and rating. The segmenting is
based on such factors as whether the issuer is an industrial or
financial company, whether the issuer is domestic or foreign and
whether the securities are asset-backed or unsecured. Because dealers
tend to specialize in certain types of Taxable Money Market
Instruments, the particular needs of a potential buyer or seller in
terms of type of security, maturity or credit quality may limit the
number of dealers who can provide optimum pricing and execution. Hence,
with respect to any given type of instrument, there may be only a few
dealers that have the instrument available and can be in a position to
quote an acceptable price.
9. DBSI is one of the world's largest dealers in Taxable Money
Market Instruments, ranking among the top firms in each of the major
markets and product areas, as more fully discussed in the application.
For the calendar year ended 2011, DBSI ranked seventh in terms of
market share in commercial paper, conducting business with 51% of
[[Page 55237]]
the market. Applicants state that DBSI plays a relatively significant
role in the repurchase agreement market and that DBSI's market position
is among the ten leading dealers. For the calendar year ended 2010,
DBSI's average daily repurchase agreement sales volume was $165
billion. The U.S. Treasury market consists of U.S. government
obligations that are sold through public auctions. According to the
Federal Reserve Bank of New York, there are currently only 21 primary
dealers. DBSI's primary dealer desk actively participates in the U.S.
Treasury market and is a leading primary dealer. For the calendar year
ended 2011, DBSI bid on average for 8% to 20% of all the Treasury
securities auctioned and received on average 2% to 8% of the primary
distribution of Treasury securities. DBSI actively transacts in
securities issued by U.S. Government agencies and government sponsored
enterprises (``GSEs''). DBSI serves as a primary distributor for each
of the GSEs for their unsecured debt and mortgage-backed securities.
DBSI ranked sixth in underwriting primary issuances of agency and GSE
securities in 2011 with a market share of 6.3%. DBSI is also one of the
leading participants in the market for medium-term notes (``MTNs'').
MTNs are offered continuously in public or private offerings, with
maturities beginning at nine months. MTNs represent a significant
portion of the longer-term money market investment alternatives because
commercial paper is not issued with maturities greater than nine
months. DBSI is a very significant dealer in the MTN market, and
through December 31, 2011, ranked as the tenth largest manager or co-
manager of MTNs, bank notes and CD programs in the United States with a
5.5% market share.
10. Applicants state that in recent years mergers and acquisitions
in the investment banking and commercial banking industries have caused
dealers that were formerly independent and competing with one another
to combine their operations. As a result, there is a substantially
smaller number of major dealers who are active in the money market than
was the case a decade ago. Applicants also state that the reduction in
the number of participants has generally decreased the liquidity
available in the market, since fewer dealers will make a market in any
particular security. Applicants further state that, as the number of
dealers with whom the Money Market Portfolios can transact business has
decreased, it has become even more important for the Money Market
Portfolios to have access to all of the major dealers in Money Market
Instruments in order to diversify each Money Market Portfolio's
investments, to maintain portfolio liquidity, and to increase
opportunities for obtaining best price and execution with respect to
portfolio trades. In addition, applicants state that, given the
relative significance of DBSI in the market for Money Market
Instruments in which the Money Market Portfolios invest, not having
access to DBSI may place the Money Market Portfolios at a competitive
disadvantage.
11. Subject to the general oversight of the board of directors/
trustees of each DWS Fund (each a ``Board''), the Adviser is
responsible for portfolio decisions and executing transactions in Money
Market Instruments. The Money Market Portfolios have no obligation to
deal with any dealer or group of dealers in the execution of their
portfolio transactions. When placing orders, the Adviser must attempt
to obtain the best net price and the most favorable execution of its
orders. In doing so, it takes into account such factors as price, the
size, type and difficulty of the transaction involved and the dealer's
general execution and operational facilities. For repurchase agreements
in particular, the Adviser places great emphasis on the
creditworthiness of the counterparty.
Applicants' Legal Analysis
1. Applicants request an order pursuant to sections 6(c) and 17(b)
of the Act exempting certain transactions from the provisions of
section 17(a) of the Act to permit DBSI, acting as principal, to sell
Taxable Money Market Instruments to, or purchase Taxable Money Market
Instruments from, the Money Market Portfolios, and to engage in
repurchase agreement transactions with the Money Market Portfolios,
subject to the conditions set forth below.
2. Section 17(a) of the Act generally prohibits an affiliated
person or principal underwriter of a registered investment company, or
any affiliated person of such a person, acting as principal, from
selling to or purchasing from such registered company, or any company
controlled by such registered company, any security or other property.
Because DBSI and the Adviser are under common control of DB, DBSI and
the Adviser are affiliated persons of each other within the meaning of
section 2(a)(3)(C) of the Act. Accordingly, DBSI could be deemed to be
an affiliated person of an affiliated person of the Money Market
Portfolios, because the Adviser, as the investment adviser of the Money
Market Portfolios, could be deemed to be an affiliated person of the
Money Market Portfolios under section 2(a)(3)(E) of the Act. Thus,
section 17(a) would prohibit the Money Market Portfolios from selling
or purchasing Taxable Money Market Instruments to or from DBSI to the
extent DBSI is deemed an affiliated person of an affiliated person of
the Money Market Portfolios.
3. Section 17(b) of the Act provides that the Commission, upon
application, may exempt a transaction from the provisions of section
17(a) if evidence establishes that the terms of the proposed
transaction, including the consideration to be paid, are reasonable and
fair, and do not involve overreaching on the part of any person
concerned, and that the proposed transaction is consistent with the
policy of the registered investment company concerned and with the
general purposes of the Act. Section 6(c) of the Act provides that the
Commission may conditionally or unconditionally exempt any person,
security, or transaction, or any class or classes of persons,
securities, or transactions, from any provision or provisions of the
Act or of any rule or regulation thereunder, if and to the extent that
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 contend that the rationale behind the proposed order
is based upon the reduction in the number of participants in the money
market, the growing and significant role played in the money market by
DBSI and the growing investment requirements of the Money Market
Portfolios. In particular, applicants note the following:
(a) With over $59.15 billion invested in Money Market Instruments
as of June 30, 2012, the Money Market Portfolios are major buyers and
sellers in the money market with a strong need for access to large
quantities of high quality Money Market Instruments. Applicants believe
that access to a major dealer, such as DBSI, would increase the Money
Market Portfolios' ability to obtain suitable portfolio securities.
(b) The policy of the Money Market Portfolios of investing in
securities with short maturities and repurchase agreements, combined
with the active portfolio management techniques employed by the
Adviser, results in high portfolio activity and the need to make
numerous purchases and sales of Money Market Instruments. This high
portfolio activity likewise emphasizes the importance of increasing
opportunities to obtain suitable portfolio securities and best price
and execution.
[[Page 55238]]
(c) The money market, including the market for repurchase
agreements, is highly competitive and maintaining a dealer as prominent
as DBSI in the pool of dealers with which the Money Market Portfolios
could conduct principal transactions may provide the Money Market
Portfolios with improved opportunities to purchase and sell Money
Market Instruments, including Money Market Instruments not available
from any other source.
(d) DBSI is such a major factor in the money market that removing
DBSI from the dealers with which the Money Market Portfolios may
conduct principal transactions may indirectly deprive the Money Market
Portfolios of obtaining best price and execution even when the Money
Market Portfolios trade with unaffiliated dealers.
5. Applicants believe that the requested order will provide the
Money Market Portfolios with broader and more complete access to the
money market, which is necessary to carry out the policies and
objectives of each of the Money Market Portfolios in seeking the best
price, execution and quality in all portfolio transactions. In
addition, applicants respectfully submit that the requested relief will
provide the Money Market Portfolios with important information sources
in the money market, to the direct benefit of the investors in the
Money Market Portfolios. Applicants believe that the transactions
contemplated by the application are identical to those in which they
are currently engaged except for the proposed participation of DBSI,
and that such transactions are consistent with the policies of the
Money Market Portfolios as recited in their registration statements and
reports filed under the Act. Applicants also submit that the procedures
to be followed with respect to transactions with DBSI are structured in
such a way as to ensure that the transactions will be, in all
instances, reasonable and fair, will not involve overreaching on the
part of any person concerned, and that the requested exemption is
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.
Applicants' Conditions
Applicants agree that the order granting the requested relief will
be subject to the following conditions:
1. Transactions Subject to the Exemption--The exemption shall be
applicable to principal transactions in the secondary market and
primary or secondary fixed-price dealer offerings not made pursuant to
underwriting syndicates. The principal transactions that may be
conducted pursuant to the exemption will be limited to transactions in
Eligible Securities.\5\ As the Money Market Portfolios are subject to
Rule 2a-7, such Eligible Securities must meet the portfolio maturity
and credit quality requirements of paragraphs (c)(2) and (c)(3) of Rule
2a-7. Additionally:
---------------------------------------------------------------------------
\5\ Underlined terms are defined as set forth in paragraph (a)
of Rule 2a-7 under the Act, unless otherwise indicated.
---------------------------------------------------------------------------
(a) No Money Market Portfolio shall make portfolio purchases
pursuant to the exemption that would result directly or indirectly in
the Money Market Portfolio investing pursuant to the exemption more
than 2% of its Total Assets in securities which, when acquired by the
Money Market Portfolio (either initially or upon any subsequent
rollover) are Second Tier Securities; provided that any Money Market
Portfolio may make portfolio sales of Second Tier Securities pursuant
to the exemption without regard to this limitation.
(b) The exemption shall not apply to an Unrated Security other than
a Government Security.
(c) The exemption shall not apply to any instrument, other than a
repurchase agreement, issued by DB or any affiliated person thereof or
to any instrument subject to a Demand Feature or Guarantee issued by DB
or any affiliated person thereof.
2. Repurchase Agreement Requirements--The Money Market Portfolios
may engage in repurchase agreements with DBSI only if DBSI has: (a) net
capital, as defined in rule 15c3-1 under the 1934 Act, of at least $100
million and (b) a record (including the record of predecessors) of at
least five years continuous operations as a dealer during which time it
engaged in repurchase agreements relating to the kind of instrument
subject to the repurchase agreement. DBSI shall furnish the Adviser
with financial statements for its most recent fiscal year and the most
recent semi-annual financial statements made available to its
customers. The Adviser shall determine that DBSI complies with the
above requirements and with other repurchase agreement guidelines
adopted by the Board. Each repurchase agreement will be Collateralized
Fully.
3. Price Test--In the case of purchase and sale transactions, a
determination will be required in each instance, based upon the
information available to the Money Market Portfolios and the Adviser,
that the price available from DBSI is at least as favorable as that
available from other sources. In the case of ``swaps'' involving trades
of one instrument for another, the price test shall be based upon the
transaction viewed as a whole, and not upon the two components thereof
individually. With respect to transactions involving repurchase
agreements, a determination will be required in each instance, based on
the information available to the Money Market Portfolios and the
Adviser, that the income to be earned from the repurchase agreement is
at least equal to that available from other sources in connection with
comparable repurchase agreements.
4. Information Required to Document Compliance with Price Test--
Before any transaction may be conducted pursuant to the exemption, the
relevant Money Market Portfolio or Adviser must obtain such information
as it deems reasonably necessary to determine that the price test (as
defined in condition 3 above) applicable to such transaction has been
satisfied. In the case of each purchase or sale transaction, the
relevant Money Market Portfolio or Adviser must make and document a
good faith determination with respect to compliance with the price test
based on current price information obtained through the contemporaneous
solicitation of bona fide offers in connection with the type of
instrument involved (comparable security falling within the same
category of instrument, credit rating, maturity and segment, if any,
but not necessarily the identical instrument or issuer). With respect
to prospective purchases of securities by a Money Market Portfolio,
these dealers must be those who have, in their inventories, or who
otherwise have access to taxable money market instruments of the
categories and the types desired and who are in a position to quote
favorable prices with respect thereto. With respect to the prospective
sale of securities by a Money Market Portfolio, these dealer firms must
be those who, in the experience of the Money Market Portfolios and the
Adviser, are in a position to quote favorable prices. Before any
repurchase agreements are entered into pursuant to the exemption, the
Money Market Portfolios or the Adviser must obtain and document
competitive quotations from at least two other dealers with respect to
repurchase agreements comparable to the type of repurchase agreement
involved, except that if quotations are unavailable from two such
dealers, only one other competitive quotation is required.
5. Volume Limitations on Transactions--Transactions other than
repurchase agreements conducted
[[Page 55239]]
pursuant to the exemption shall be limited to no more than 25% of (a)
the direct or indirect purchases or sales, as the case may be, by each
Money Market Portfolio of Eligible Securities other than repurchase
agreements; and (b) the purchases or sales, as the case may be, by DBSI
of Eligible Securities other than repurchase agreements. Transactions
comprising repurchase agreements conducted pursuant to the exemption
shall be limited to no more than 10% of (a) the repurchase agreements
directly or indirectly entered into by the relevant Money Market
Portfolio and (b) the repurchase agreements transacted by DBSI. These
calculations shall be measured on an annual basis (the fiscal year of
each Money Market Portfolio and of DBSI) and shall be computed with
respect to the dollar volume thereof.
6. Permissible Dealer Spread--DBSI's spreads in regard to any
transaction with the Money Market Portfolios will be no greater than
its customary dealer spreads, which will in turn be consistent with the
average or standard spread charged by dealers in taxable money market
instruments for the type of instrument and the size of transaction
involved.
7. The Parties Must Be Factually Independent--The Adviser, on the
one hand, and DBSI, on the other, will operate on different sides of
appropriate walls of separation with respect to the Money Market
Portfolios and Eligible Securities. The walls of separation will
include all of the following characteristics, and such others that DBSI
and the Adviser consider reasonable to facilitate the factual
independence of the Adviser from DBSI:
(a) The Adviser will maintain offices physically separate from
those of DBSI.
(b) The compensation of persons assigned to the Adviser (i.e.,
executive, administrative or investment personnel) will not depend on
the volume or nature of trades effected by the Adviser for the Money
Market Portfolios with DBSI under the exemption, except to the extent
that such trades may affect the profits and losses of DB and its
subsidiaries as a whole.
(c) DBSI will not share any of its respective profits or losses on
such transactions with the Adviser, except to the extent that such
profits and losses affect the general firm-wide compensation of DB and
its subsidiaries as a whole.
(d) Personnel assigned to the Adviser's investment advisory
operations on behalf of the Money Market Portfolios will be exclusively
devoted to the business and affairs of the Adviser. Personnel assigned
to DBSI will not participate in the decision-making process for the
Adviser or otherwise seek to influence the Adviser other than in the
normal course of sales and dealer activities of the same nature as are
simultaneously being carried out with respect to nonaffiliated
institutional clients. The Adviser, on the one hand, and DBSI, on the
other, may nonetheless maintain affiliations other than with respect to
the Money Market Portfolios, and in addition with respect to the Money
Market Portfolios as follows:
(i) Adviser personnel may rely on research, including credit
analysis and reports prepared internally by various subsidiaries and
divisions of DBSI.
(ii) Certain senior executives of DB that have responsibility for
overseeing operations of various divisions, subsidiaries and affiliates
of DB are not precluded from exercising those functions over the
Adviser because they oversee DBSI as well, provided that such persons
shall not have any involvement with respect to proposed transactions
pursuant to the exemption and will not in any way attempt to influence
or control the placing by the Money Market Portfolios or the Adviser of
orders in respect of Eligible Securities with DBSI.
8. Record-Keeping Requirements--The Money Market Portfolios and the
Adviser will maintain such records with respect to those transactions
conducted pursuant to the exemption as may be necessary to confirm
compliance with the conditions to the requested relief. In this regard:
(a) Each Money Market Portfolio shall maintain an itemized daily
record of all purchases and sales of securities pursuant to the
exemption, showing for each transaction: (i) The name and quantity of
securities; (ii) the unit purchase or sale price; (iii) the time and
date of the transaction; and (iv) whether the security was a First Tier
Security or a Second Tier Security. For each transaction, these records
shall document two quotations received from other dealers for
comparable securities (except that, in the case of repurchase
agreements and consistent with condition 4, if quotations are
unavailable from two such dealers only one other competitive quotation
is required), including the following: (i) The name of the dealers;
(ii) the name of the securities; (iii) the prices quoted; (iv) the
times and dates the quotations were received; and (v) whether such
securities were First Tier Securities or Second Tier Securities.
(b) Each Money Market Portfolio shall maintain records sufficient
to verify compliance with the volume limitations contained in condition
5 above. DBSI will provide the Money Market Portfolios with all records
and information necessary to implement this requirement.
(c) Each Money Market Portfolio shall maintain a ledger or other
record showing, on a daily basis, the percentage of the Money Market
Portfolio's Total Assets represented by Second Tier Securities acquired
from DBSI.
(d) Each Money Market Portfolio shall maintain records sufficient
to verify compliance with the repurchase agreement requirements
contained in condition 4 above.
The records required by this condition 8 will be maintained and
preserved in the same manner as records required under rule 31a-1(b)(1)
under the Act.
9. Guidelines--The Adviser and DBSI, with the assistance of their
compliance departments, will prepare and administer guidelines for
personnel of DBSI and the Adviser to make certain that transactions
conducted pursuant to the exemption comply with the conditions set
forth in the exemption and that the parties generally maintain arm's
length relationships. In the training of DBSI's personnel, particular
emphasis will be given to the fact that the Money Market Portfolios are
to receive rates as favorable as other institutional purchasers buying
the same quantities. The compliance departments will periodically
monitor the activities of DBSI and the Adviser to make certain that the
conditions set forth in the exemption are adhered to.
10. Audit Committee Review--The audit committee or another
committee which, in each case, consists of members of the Board who are
not interested persons as defined in section 2(a)(19) of the Act
(``Independent Trustees''), will approve, periodically review and
update as necessary, guidelines for the Adviser and DBSI reasonably
designed to ensure that transactions conducted pursuant to the
exemption comply with the conditions set forth herein and that the
procedures described herein are followed in all respects. The
respective audit committees will periodically monitor the activities of
the Money Market Portfolios, the Adviser and DBSI in this regard to
ensure that these matters are being accomplished.
11. Board Review--The Board, including a majority of the
Independent Trustees, will have approved each Money Market Portfolio's
participation in transactions conducted pursuant to the exemption and
determined that such participation by the Money Market
[[Page 55240]]
Portfolio is in the best interests of the Money Market Portfolio and
its shareholders. The minutes of the meeting of the Board at which this
approval was given must reflect in detail the reasons for the Board's
determination. The Board will review no less frequently than annually
each Money Market Portfolio's participation in transactions conducted
pursuant to the exemption during the prior year and determine whether
the Money Market Portfolio's participation in such transactions
continues to be in the best interests of the Money Market Portfolio and
its shareholders. Such review will include (but not be limited to): (a)
A comparison of the volume of transactions in each type of security
conducted pursuant to the exemption to the market presence of DBSI in
the market for that type of instrument, which market data may be based
on good faith estimates to the extent that current formal data is not
reasonably available, and (b) a determination that the Money Market
Portfolios are maintaining appropriate trading relationships with other
sources for each type of security to ensure that there are appropriate
sources for the quotations required by condition 4. The minutes of the
meeting of the Board at which such determinations are made will reflect
in detail the reasons for the Board's determinations.
12. Scope of Exemption--Applicants expressly acknowledge that any
order issued on the application would grant relief from section 17(a)
of the Act only, and would not grant relief from any other section of,
or rule under, the Act including, without limitation, Rule 2a-7.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-22017 Filed 9-6-12; 8:45 am]
BILLING CODE 8011-01-P