[DECHERT LLP LETTERHEAD]
October 19, 2012
VIA EDGAR CORRESPONDENCE
Laura J. Riegel, Esq.
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
RE: Fidelity Aberdeen Street Trust, et al., File No. 812-13731
Dear Ms. Riegel:
Pursuant to your request, this letter responds to comments you provided to me and Scott C. Goebel in your letter dated June 26, 2012 regarding the above-referenced application (the "Application") for an order to amend a prior order under Sections 6(c), 12(d)(1)(J), 17(b) and 17(d) of the Investment Company Act of 1940 (the "Act") and Rule 17d-1 thereunder to permit certain joint arrangements.
On behalf of the Applicants, the comments, and responses thereto, are provided below and are numbered according to the order in which you gave the comments. Capitalized terms have the same meaning as defined in the Application, unless otherwise indicated.
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Comment No. 1: In response to staff comments regarding the Bank Loan Rate, applicants indicated in their May 11, 2012 response letter that they do not seek to modify the Bank Loan Rate. Accordingly, please revise condition 2 to read:
Please make conforming changes to the second paragraph on page 8 and the iteration of condition 2 on page 9. Please also delete the first sentence of footnote 6. In addition, to avoid confusion between the bank loan rates obtained by the Cash Management Department and the benchmark rate, applicants may wish to consider using "Benchmark Rate" instead of "Bank Loan Rate" and revise the Application and conditions accordingly.
Comment No. 2: Applicants use the terms "Trustees," "Board of Trustees" and "Board" to refer interchangeably to the board of trustees of a Fund or the relevant Trust. To clarify, please revise footnote 6 on page 5 to read: "The board of trustees of each Fund (´Fund Board') establishes...." Please make conforming changes throughout the Application.
The Applicants have made conforming changes throughout the Application.
Comment No. 3: On page 4, in the first paragraph, last sentence, please delete "or exempt from registration."
Comment No. 4: On page 11, in the last paragraph, final sentence, please replace "modifications to the IFL Program" with "Rate Conditions."
Comment No. 5: On page 17, in the first paragraph, third sentence, please replace "IFL Program loan" with "interfund loan."
Comment No. 6: On page 20, in the first paragraph, please insert the following as the third sentence: "Under Section 18(g) of the Act, the term ´senior security' generally includes any bond, debenture, note or similar obligation or instrument constituting a security and evidencing indebtedness."
Comment No. 7: In the conditions on pages 21-25, please replace each occurrence of "credit facility" with "IFL Program."
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The Applicants believe that the responses above address your comments. If you have additional questions regarding the Application, please contact me at (617) 728-7161.
Sincerely,
/s/ Joseph R. Fleming
cc: Dalia Osman Blass, Assistant Director
Scott C. Goebel, Esq.