SEC Division of Investment Management staff letter: Rowe Price-Fleming International Inc.

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Rowe Price-Fleming REPONSE OF tH OFFICE OF CIl COUNSEL International Inc. DIVISION OF INVTMNT MAAGEM File No. 811-25982 Your letter of March 12, 1996 requests our assurace that we would not recommend enforcement action to the Commission under Section lO(f) of the Investment Company Act of 1940 ("1940 Act") or Rule lOf-3 thereunder if investment companes advised by Rowe Price-Flepiing International Inc. ("Price-Fleming") apply the percentage litations described in pargraph (d) of Rule lOf-3 to the tota pricipal amount of securities offered in a

particular type of global securities offerig, as described below.

Price-Fleming is the adviser to the T. Rowe Price International Funds, Inc., the T. Rowe Price International Series, Inc., and the Institutional International Funds ("Funds"). You state that the Funds contemplate acquirg securities in a parcular typ of global

offering in which afilates of Price-FlemIg may serve as pricipal underwriter. The global offerig wil be a firm commitment offerig that consists of severa constituent offerigs, referred to as traches, that occur concurrntly in more than one countr, contient or geographic area. You state that each trache wil be offered with identica terms and sold at identical offerig prices, and that the closing of the global offerig wil be conditioned on the closing of al the traches. Whie each trache may have a separte underwriting syndicate, the activities of the varous syndicates. generay wil be coordinated under one intersyndicate agreement. The intersyndicate agrement wil, prior to the closing, permit the coordiators of the global offerig to dirt the trasfer of securities among the underwriters

. in response to market demand.
, The trache offered to U.S. .investors wil be .registered under the Securities Act of 1933 ("1933 Act").l Traches that are offered for sale outside the United States may be offered in reliance on an exemption from registrtion under the 1933 Act, such as the exemption provided by Regulation S. Finaly, the prospectus for the U.S. trche wil

contain extensive disclosure about the global offerig, includig inormation with respect to

the underwriting argements, the nature of the securities, the use of the procees, and the effects of the offerig upon the issuer's capitation and financial condition.

Section lO(f) of the 1940 Act, as relevant here, generay prohibits a registere
investment company from purchasing any security durig the existence of an underwriting

syndicate when the company's investment adviser, or an affilate of the investment adviser,

..
Consequently, only the U.S. tranche would be eligible for purchase by the Funds under paragraph (a) of Rule lOf-3, which, in relevant par, requires that the securities be registered under the 1933 Act. The Commission recently proposed amendments to Rule 10f-3 that would, among other things, permit funds to purchase securities of foreign issuers in certin offerings even though the securities are not registered under the Securities Act. Exemption for the Acquisition of Securities During the Existence of an Underwriting Syndicate, Investment Company Act Release No. 21838 (March 21, 1996) ("Release 21838").

is one of the pricipal underwriters of the secuilty.2 Section 1O(t) was intended pricipaly to prevent underwriters from "dumping" otherwise unmarketable securities in the portfolio of an affiliated investment company by forcing or encouraging the investment company to purchase such securities from another member of the syndicate.3 Rule 10f-3 under the 1940 Act permits a registered investment company to engage in a trasaction that is otherwise prohibited by Section 1O(t) under cert specifed conditions that are designed to ensure that the purchase of securities from an underwriting syndicate in which an affilated underwriter is paricipating is consistent with the protection of investors.4 Pargraph (d) of Rule lOf-3 liits the purchase of securities by a fund and other funds having the same investment

adviser to the greter of four percent of the pricipal amount of the o¡ering of any class of an issue, or $500,000 (but not to excee ten percent of the offerig).

You have asked the Division to concur in your view that the Funds may apply the percentage litations in pargrph (d) of Rule IOf-3 to the-tota pricipal amount of securities offered globaly, and not just to the pricipal amount of the U.S. trache, when one class of securities is offered at the same public offerig price as par of a contemporaeous, firm commitment offerig that is coordinated across varous jurisdictions by closings. that are conditioned upon each other. You believe that this interpretation of the term "offerig" is appropriate becuse, in these circumstaces, al the traches together

comprise a single, integrated offerig.
We agree. Therefore, on the basis of the foregoing, we would not recommend that the Commission tae any enforcement action under Section 1O(f) or Rule lOf-3 if the Funds apply the percentage liitations of pargrph (d) of Rule lOf-3 to the tota pricipal amount

of the type. of global offerig described above in determing the amount of the securities 2 Section 1O(f) provides that:
No registered investment company shall knowingly purchase or otherwise acquire, during the existence of any underwriting or sellng syndicate, any security (except a security of which such company is the issuer) a principal underwriter of which is an offcer, director, member of an advisory board, investment adviser, or employee of such registered company, or is a person (other than a company of the character described in section 12(d)(3)(A) and (B)) of which any such offcer, director, member of an advisory board, investment adviser, or employee is an afiated person, unless in acquiring such security such registered investment company is itself acting as principal underwriter for the issuer. . . ." Congress also was. concerned that fund assets could be used to absorb the risks of an underwriting in more subtle ways, such as to faciltate price stabilization in connection with an underwriting. These concerns were discussed in lNMENT TRUSTS AN lNMENT COMPANIES, Par Three, Chapter VI, Deficiencies in the Organzation and Operation of

Investment Trusts an Investment Companies, H.R. Doc. No. 279, 76th Cong., 2d Sess. 2519-2624 (1941). .. 4 See Release 21838, supra note 1. The proposed amendments to Rule lOf-3 would increase the percentage of an underwiiting that an investment company may purchase to the greater of ten percent of the offering or $1,000,000 (but not to excee fifteen percent of the offering). Release 21838, supra note 1. . -2

that they may purchase in an underwriting in which an affilate of Price-Fleming serves as principal underwriter. 6 Because this response is based on the facts and representations in your letter, you should note that diferent facts or representations might require a different

conclusion. ~JJ,~
Marjorie S. Riegel

Senior Counsel
..
If the proposed amendments to Rule lOf-3 are adopted, see supra notes 1 and 5, the Funds could apply the revised percentage limitations to the tota principal amount of securities offered globally. .

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P.O. Box 89000
Ballimore, Maryland 21289-8600
100 East Pratt Street
Baltimore, Maryland 21202
ACT IC ,A 410-547-2000
800-638-7890
SECTON I o(F) .
=
Fax 410-547-0180
RULE Legal Department
March 12,1996 PUELl')
A V AIL'\BILITY o/-/j.-1,
Am R Dobe Esq.
Assistat Chief Counl
Division of Investment Mangement
U.S. Secunties & Exchage Cossion
450 Fif Stree N.W. Mai Stop 10-6
Washigtn, D.C. 20549
Re: No-Action Request Concerning the Meaning of"OjJring" in Rule

JOf-3(d) under the Investment Company Act of 1940.
De Ms~ Dobean:

'We are wrtig on behal of th T. Ro~e Price Iii:rnational Funds, Inc., the T. Rowe Price International Series, Inc., and the Intitutional International Funds, Inc. ("Price International Funds"), and any

other register~ investment copany, or separate series thereof, whch is cuently or in the futue advised or sub. advised by Rowe Price-Flemg International, Inc. ("Price-Fleming"), to request that the sta of

Commsion (the "Starr') tae a.cert no-action poition with respet to Rue 10f-3 ~der Section 10(f) of the the Investment Company Act of 1940 (the "1940 Act"). Speifcay, in the context of

cein global offergs conduct on a fi commtment basis, it is our view that the pecetage limtations describe in paragrph (d) of Rule 10f-3 should be applied to the tota amount of secties being offered globaly by the

undetÏg sydicate, and not just the amount registered under the Secties Act of 1933 (the "1933 Act") an offer for sale in th Unite State. Accrdigly, we reuest the Stas assurce that it wi not recmmend enorcment action to the Commsion if the Price Inteationa Funds purchas seunties in cert global offergs subjec to Rue 10f-3 tht meet the conditions outlined below and provided that the

amounts purchaed by the Price Inteational Funds do not exce the percentage litations in RUle 10f-3(d)

as applied to the tota amount of the global offerig.
~
T.Rollæ~

Am R Doberman Esq.
Background.
Issue.
With the intetionaliztion of the seurties maret and the privatition of national industres, issuer ar raising capita concurently in the Unite State and over in what ar commonly known as "global" or . "cobined" offergs. As exlaied below in grea detal, a conteraneo fi commtment offerg ca' be conducte in varous countres and geographic regions whereby the same seurties are offered at the same public offerg price to investors by an undertig sydicate cordiate on a global basis. Typicay, only the porton offer to U.S. investors (the "U.s. Tranche") is registeed under the 1933 Act For' regitered investment companes parcipatig in suc offergs in reliance on Rule 10f-3, a question arses as to whether the amount offered globaly or in th U.S. Trache should be considered the "offerg" for

pures of the perctage purchase limtations in pargrph (d) of the rue.
The Price Inteational Funds.

From tie to tie, afiate of the Price Internationa Funds parcipate in global offerigs. The Prce Interntional Funds are regiteed investment copan manged by Price-Flemg. a regite investment 'advisr and afliate ofT. Rowe Price Associat,' in. ("Price Associates"). Price-Flemg was incorprate in Marland in 1979 and is a joint ventu between Price Associate and Robe Flemg Holdigs Ltd. ("Fleming"). The common sto of Prce-Flemig is 50% owned by a wholly-owned

subsidiar of Prce Associat, 25% owned by a subsidiar of Flemig and 25% owned by Jardie Flemig

Group Ltd. ("Jardine Fleming") (half of Jardie Flemg is owned by Flemig and half by Jardie Matheson Holdigs Ltd). Price Associate ha the ñght to elect a majority of the board of ditors of Prce Flemig, and Flemig has the right to elect the reg ditors, one of whom wi be nomiate by Jardie Flemg. Flemg is a diverifed investment organtion with offce worldwide and inrprat in 1974 in.the

Unite Kigdom as succsor to the business founde by Robert Flemg in 1873. Flemg an its afate

parcipate from ti to tie as underte in intetional offergs, parcuarly thos conduct in

Southeat Asia and the Pacifc Region. Beus of th ownership strct of PriceFlemg. PriceFlemg is presumed under the 1940 Act to be controlled by Flemg and Jardie Flemg.. Ths in effec establihes a presumption that Price-Flemg, Flemig and Jar Flemg are "afliate persns" of each other With .

..

• Section 2(a)(9) of
  the 1940 Act defies the term "control" to mea the powe to exercis a controllg inuece over the management or policies of a compan, uness such power is solely the result of an offcial poition with such company. Section 2(a)(9) fuer provides that any peon who own beeficialy, either diectly or though one or more controlled companes, more than 25 pet of the votig securties of a

company shall be presumed to contrl the company.
DNB\WPData\lOß.1tr

Amy R. Doberman Esq.

the meag of Section 2(aX3) of the 1940 Act? Section IO(t) of th 1940 Act as relevant for pures of th lett, prohibits regite investment companes from purhasing seties in undertigs where an

afliate of the copans investment adviser is on of the underwte in th sycate. Thus, the Pnce Inteation Funds, whch ar advi by PriceFlemg, mus comply with th coditions of Rue IOf-3 uner the 1940 Act in orde to pur securties from an underwtig sydica in whch Flemg, J aidie Flemig or an afilate therf parcipate as' pnnipal underwte (If Afilate Underwritingslf).3

. Global or Combined Offeri~.
Global or combined offerigs tyicay involve a cocurnt, fin commtment global offerig in more than

one counfi, contient or geogrphic reon that is conducte by an intetion unerwtig sydicate.

There may be one or more "global cordùtors" whch act in a role simar to tht of a managig underwter.

Each offerig in each locity may have a separate underwting sydicate. The activities of the sydicates generally are cordiate by an intedicate agrent that conditions the closing of the global offerig on the closing of each of the separte constituent offergs. For exaple, a combined global offerig may involve a U.S., Europe and Asian offerig with th closing of each a condition to the closing of the entie global offerig. The interScate agreeent ma also prohibit underwte in one geogrhic region from

-makg offers to sell securties Ùi other geogrphic regions until the completon of the distrbution of the !lecties in al the offergs of the global offerg.. In addition, the global corditOrs iI di the tranfer of seties under the intedicate agreement among the underte in respons to maet demad.4 2 Section 2(a)(3) of

the 1940 Act defies the term "afate pen" to include, among other thgs, any

entity ditly or indiectly controllg, controlled by or under commn contrl with a sed entity. 3 Under Section 2(a)(29) of the 1940 Act a pricipal underte of a sety includes an underter wh in connecon with a pri ditrbuton of the sety (a) is in privity of cotrct with the issuer, (b) actig alone or in conce with one or more other pens, intiate or diec the fortion of an undertig . sydicate, or (c) is allowed a rate of grQSs commssion, spread or other profit grte than the rate allowed another underwte parcipant in the distrbution. .. It is our undertadig that any such realoction by ihe global cordiat ocur durg the buildig of the underwte' boks up to the closing of the offerg. Most foreign undertigs are conducte on the basis of wht is referr to as "bObuildig with soft undetig." In thes

undertigs, the siz, price and alocation of seties among the membe of th sydicate ar deteed on the basis of indications reived from investors durg a pre-designate offer peod Soft undertig ocur durg the fi hour of pricing, before the opeg of the maket and imedately af the siz and

price of the offerig have be set. At that tie, the capita of the sydicate is commtt and the sydicate members beme liable for their allocble share of the issue whch is not subseuently sold. Ths is caled DNB\WPData\IOt3.1tr

Amy R Dobean Esq.

In such combined offergs, the same securties ar tyicaly offered to both U.S. and interntional investors at the same intial offerg price. The U.S. Tranch may be registered under the 1933 Act which would

enble the Price Inteationa Funds to parcipate in an Affliate Undertig in accrdace with the provision of Rue 10f-3.5 The other inteation trches may be offered in reliance upon an exemption

from regitron unde the 1933 Act and in acc with the applicable seties laws of the locty wh th offerg is made.6 Since the constituen offergs are being ma cocutly and are conditiòned

upon ea other, the prospetu for the U.S. Tra tyicaly conta exive disclosur about the global offerg inludig Inomition with respet to the wiertig arangements, the natue of the secties, the

us of proc and the effects of the offerg upo th issuers capitaiztion and fmancial condition. Thus,

under the feder seurties laws, the global offer is trte as a single, integrate offerg for dicloSure

pur. It is ha be our experience that the tyic level of disclosure in the offerig circular for the .

intetionatrches in such combined offerigs palels that of the U.S. prospetu. "soft undertig" beuse the sydicate's exposur is lite in practice. Beuse the price and siz of the issue ar set based upn the intet indicate by offeree durg the offer peod the risk tht the sydicate wi be unble to plac the sh is reduce For al intets and pures, these undertigs are simar to 'the trtional fi comnbnent offerigs conduct in the domestic marets in which underte commt their capita bas upon indications of interest reced durg the waitig period prior to the effectiveness of a registrtion statement fied under the 1933 Act.

In each of the global offerigs we have reviewed th undertig argements are commonly descrbe as "a comnbnent by the underters to purchase al of the secties offered if any ar purchas " You may assume tht, for pur of our lett, the global offergs in which the Prce Inteational Funds parcipate

wil oter mee the "fi comnbnent" condition of pargraph (a)(3) of Rule 10f-3.

5 Beus Rue lOf-3(a) requi that the securti being purchas eith be registered uner the 1933 . Act or be muncipal securties, the Prce Inteation Funds ar generaiy unable to rely upon

Rue 10f-3 to purhas foreign secties in Affate Underwtigs. Ths condition ha caus the Price Internationa Funds to apply for an exemptive order. 6 Reguation S under the 1933 Act provides an exemption from domestic registration requients for

offhore offergs made in compliance with its proviions, includig the absence of any "dite selling

effort" in the U.S. The Comnssion has taen th Pfition that legitiate maretig activities caed out in

the U.S. in connection with a registeed or exempt U.S. offerg wil not constitute diecte sellg effort

such tht it woud result in the los of the Reguation S exemption for a simultaeous overea offerg. See 1933 Act ReI. No. 33-6863, n. 64 (April 24, 199_0).

DNB\WPData\lOO.ltr

Amy R. Dobean Esq.
Leal Analysis and Conditions for Relief. .
Section 10(t) of
the 1940 Act in relevant, par prohibits a regitered investmt company frm knwigly purhaing or oterw acuig, durg the exstece of any widertig or sellg sydica, an sety

(excet a sety of whch the company is the issuer) a pricipal unte of whch is an invesent advise of the company or an afiate persn of an investment advi. Section i O(t) was spifcay

deigned to prevent widete from "duming" unaretable secties in afate investment coaies, either by forcing the investment company to purha unketble seties from the widertig afliate

itslf, or by forcing or encourgig the investment compan to purchae such secunties from anoth member of the sydicate. See 1940 Act ReI. No. 10592 (Feb. 13, 1979). Rue IOf-3 provides an exemption frm the prohibitions of Section i OCt). Rue i Of-3 conta prophylactic provisions inteded to imlement the statutoiy prohbition agait overreaclug though the impoition of a nwnbe of restrctions on an investment copany's purchase of secunties from an widerwtig sydicate which includes an afate of the

investment compans advi, among other person,. The condition in paragraph (d) of the rue relatig to the litation on the amowit of seunties pllchased is the subject of ths no-action request

Paragraph (d) of
Rule IOf-3 pets an investment company, or two or more investmt compaies havig the same investment adviser, to purchae up to four percent or $500,000 (but not to exce 10010 of th :offerig), whchever is greate, of an issue of seties where such purcha would be other prohibite by Section i OCt). The exa purse served by the purchase litations, and the reaons for seg them at th parcular levels, have never be arculate by the Commssion in connection with the adoption or

subsequent amendments of th rue.7 However, quite obviously these limtations operate as a substtive restrction on the amowit of seunties purchas by an investment compan from an afliate widetig

sydicate, thus, ensurg tht a large porton of the offerig is sold to peons unliate with the fud. The purcha litations of paragrph (d) apply to the "pricipal amowit of the offerig." Ths languge is

relatively strghtforward when applied in. the context of registered domestic offergs, and it is reonable to

asswne th ths is the ty of offerg that was contelate at the tie of the rue's adoption and subseuent amendment The te "offerg", however, is not as clea when view in the cote of a global combined offerig. In these cirumt8ce, it is our view that the "offerg" for pur of the purhase limtations should be deeed the global widerwtig, includÍg the U.S. Trache, for the followig reaons:
7 Rue IOf-3 was origially adopte in 1958. 'The relea adoptig the origial rue state that its conditions wer:~ designed to permt purchases withoM an exemptive order when the circumtace would make it unikely that such purchas would be inconsistent with the pur of
Section 10(t): See 1940

Act ReI. 2797 (D. 2, i 958). That releae offers litte explantion for the conditions set fort in the rue. The Commsion did note, however, tht the purçhase limtations wer with the'rage of thos contaed in most of the exemptive orders issued by the Commssion prior to the rue. In 1979, the Commssion increaed the purchase limtations to their cuent perctages. See 1940 Act ReI. No. 10736 (Jwie 14, 1979). DNB\WPData\lOO.1tr

Amy R. Doberman Esq.

• Adequate Integrat Dilos. Due to th reuits of
  the 1933 Act the dilose in the U.S.

pro wil conta all maal inoration about the isuer an th seties being offer as well as extive inormation abot th oth inteation offergs and th effec of the entie offerg upon the issuer. Therefore, to the extt th retion reement of Rule IOf-3is designed to ense adequate dilosur with repe to th seties puras by th invesen coan, th pur is acmplished 8

An dager assoiate with th no-dlos ofinonon due. th inplicabilty of the 1933 Act registration reuients will no be prent From a disclos pepetive, the prace is to trea the U.S. undertig as par of a global fi commbnent offerg notwthtadig the fact tht only the U.S. Tranche is registered

• Identica Securties & Prcing. The same seties wil be offered globally with identica term at an
  identica offerg price in the cotut offergs.9 Thes conditions will assure that the Prce Inteational

Funds wi not purcha diert seties, or identica seties at diert price, from th offered to the . general investig public. Thus, if th same seties ar sold publicly at the same tie and at a unform ' price as par of a single, global fi cobnent undertig for the same issuer, there would be no greater

opportty for the afliat unerte to "dum" unetable seurties from the inteatonal tranches

than if th invesbnent compan wer to purhae frm the U.S. Tranche alone. Agai as in the ca of : diloSure, to the ext regitron uner the 1933 Act is deigned to ene a single

offerg of identica secties at identica price, these pures wi be acmplihed Regitrtion of the U.S. Trache enures thes befits and lack of region of the non-U.S. trches should not be an impeent to an increed level of parcipation in the global offerg.IO

8 The Commssion appartly impoed the registrtion reuit in Rue i Of-3 to ene that the invesbnent compan puras male seties, at th sam public offerg price, whch ordiy , woud not exst abset regition Se Prteg Investors: A Hal Cetu of Invesbnent Compan Reguation, DiVision ofInvesent Management (May 1992), at 500 n. 74. Registration al provides the .

protetions of the federal secties laws and makes available to invesent companes the antiaud and civi liabilty proviions and other reedes therder. '

9 For purse of ths reuest, Amerca Deita Reipts (ADRs) or Amerca Desita Shares (ADSs) wi be treate as "ideca" to the depoite seurties when the same class of secties as the depoite secties are offer in a constunt offerg in the same global offerg. . .. 10 Whe secties in foreign unertigs may be offered at a diunt to ce speifed groups

with a parcuar locity or jurdicton (i.e., employee of the issUe or the goverent, citins of the issuer's home countr) from that offere to the ret of the investors in a global offerg, the Price Intetional

Funds tyicaly would not be eligible for the discount price and therefore would purchae secties at the public offerig price in the combined global offerg. DNB\WPDa\IOO.ltr

Amy R. Dobean Esq.

• Conditional Closings. The closing of ea of the constituent offergs wi be a condition to th
  closing of the global offerg whch effectively ties the succs of the offergs together. Furer, the unerte of eah constituent offerg wi agr to purhas all of the seties being offer in the constituent offerg if any ar purhas as reui by pargraph (a)(3) of Rue IOf-3; See supra note 4. Thes factors ar fuer indicia tht the combined offerg should be tr as a single, firm commtment

"offerg" for pur of the purhase lùntation in Rule IOf-3(d).
Notwthtadig the protetions offered by regitration of the U.S. Tranche and the fact that identica seurties wi be offered at the same pnce upon conditional closings, it could be argued that there is still a dager tht an afate persn could impropely inuence an investment company to purchas a

disproportonat amount of a separate, constuent tranche. Although such an amount could be nò more than

4% of the entie global offerig, if it constitute a vei large porton of the given tranche it could present the

potential for abus agait which the 4% restrction is designed to protet. In such a scenano, purchases

signcatly in exces of 4% of the U.S. Tranche cod result in the invesent company holdig disportonate amounts of the U.S. Tranche to a degree that would cause the securties to be illquid

We do not believe ths should be a cause for concern if the global offerig meets all the conditions outlined herein (i.e, regiation of the U.S. Trache, the sae secties, identica offerig pnce, and conditiona ,closings) since the undertig sydicate is codiate on a global basis with aloctions among regions

made in respo to maret demand. The suggeste abusive scnano could result only if the U.S. Tranche wer vei sma relative to the other tranches. Ths is a highy improbable result given the natue of global offergs and the active interest of U.S. persons in foreign securties. In the global offerigs in which the

Price Inteational Funds have parcipate the U.S. Tranche has be at leat as large, and someties larger th the other trches. Furer ~ given the interntionaliztion of the seurties markets and the global

dissemiation of maret inormation, it is not reaonable to ext tht an offerig of "unaretable"

seurties of a parcular issuer will be succsfu in other countres when maret interest in the U.S. is lacg. Thus, the reties of the ma plac and the strcte of global offergs ca be relied upon to

prote agait any dager of sellg a disproportonate amout of the seties from one of the constitut

trches to an afilate investment compan. We believe tht 4% of the global offerg is the appropnate meaure under Rue IOf-3(d) beuse, effectively, the global offerg is one integrte "offerig". Request. On the basis of the conditions outlined below, it is our opinon that the Pnce International Funds could parcipate in an Afate Underwtig and purchae in the U.S. Tranche (or any other tranche registered in the U.S.) up to 4% of the tota amount offered in a oombined global offerig under Rule IOf-3(d). In ths context for purses of pargraph (d), "offerig" shall mea a global offerig when the same class of seurties is offered at the same public offerg pnce as par of a contemporaneous, firm commtment offerig that is cordiate across U.S. and foreign jursdictions by closings which are conditioned upon each other.

Furer, ther shal be adequate public disclosure or the teri or the global offerig though registration or

DNB\WPData\10ß.ltr

Aiy R Dobean Esq.

Marh 12, 1996

the U.S. Tran. Accdigly, we respetfly requet your advice tht you cocu with ou opiion or, in the altetive, that you wil not remmend tht the Commssion tae an enorceent acon agait the Prce Intetional Funds, Pnce Assoiate, Pnce Flemg, or Flemg alegg violations of Seon lO(t) of the 1940 Act or Rue 10f-3 therer if the Funds parcipat in an Afat Undertig for a global offerg in acrdacé with the abve condition, an purhae an amoun in the U.S. . Trach (or any other trche regite in the U.S.) bas upon 4% of the enti global offerg. In cotion with th reest, we also repret that th Pnce Intetional Funds' parcipation in su Afat Undertigs will oterse satisfy al other applicable conditions of Rule lOf-3. If you have any questions regardig th request, pleae feel fr to conta eith of the underigned. We will be plea to provide you with an additional inormation you may reuie iI your revew of ths mattr.

Sinceely, ~Q~M~
Forrest R Foss Darll N. Braan
,.
..
DNB\WPData\lOt3.1tr