[Federal Register Volume 73, Number 177 (Thursday, September 11, 2008)]
[Notices]
[Pages 52894-52895]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-21144]


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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.

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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\
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    \1\ Each 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.
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    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

[[Page 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