SEC Division of Investment Management staff letter: Dechert LLP

1900 K Street, NW
Washington, DC 20006-1110 Dechert +1 202 261 3300 Main +1 202 261 3333 Fax LLP www.dechert.com BRENDAN C. FOX brendan.fox@dechert.com +1 202 261 3381 Direct +1 202 261 3081 Fax March 8, 2017 VIA FEDERAL EXPRESS Douglas J. Scheidt, Esq. Associate Director and Chief Counsel Office of Chief Counsel Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Request for No-Action Assurances under Sections 12(d)(l)(A) and (B) of the Investment Company Act of 1940 (the "1940 Act") Dear Mr. Scheidt:
We request that you advise us that the staff of the Division of Investment Management (the "Staff') will not recommend that the Securities and Exchange Commission (the "SEC" or "Commission") take enforcement action under Sections 12(d)(l)(A) or (B) of the 1940 Act against: (i) a foreign investment company that is not registered under the 1940 Act (a "Foreign Feeder Fund"), if the Foreign Feeder Fund acquires (1) securities of a single U.S. open-end investment company registered under the 1940 Act (a "U.S. Master Fund") in excess of the limitations of Section 12(d)(l)(A) of the 1940 Act and, for certain Foreign Feeder Funds, (2) Foreign Currency Instruments (as defined below); and (ii) the U.S. Master Fund and its principal underwriter and any broker or dealer for selling such securities in excess of the limitations of
Section 12(d)(l)(B) of the 1940 Act (the "Proposed Structure"). Except as provided below, the
Proposed Structure would comply with Section 12(d)(l)(E) of the 1940 Act. As described in further detail below, we believe that the Proposed Structure does not raise the concerns Congress sought to address in adopting Sections 12( d)(l )(A) and (B) of the 1940 Act.
I. BACKGROUND
We represent a number of global investment managers and sponsors with investment operations and distribution channels throughout the world. We have been requested to seek guidance from the Staff to permit the Proposed Structure based on the facts and representations set forth herein. The Proposed Structure would permit a global investment manager or sponsor to efficiently offer an investment product across several foreign jurisdictions using a "master-feeder" arrangement.