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U.S. Securities and Exchange Commission

Investment Company Act of 1940 — Rule 12d1-2
Dechert LLP — Request for Interpretation under Rule 12d1-2

January 25, 2017

RESPONSE OF THE CHIEF COUNSEL'S OFFICE
DIVISION OF INVESTMENT MANAGEMENT

Based on the analysis set forth in your letter of January 25, 2017, we agree that for the purposes of rule 12d1-2(a)(1) under the Investment Company Act of 1940 (“Act”) the term “group of investment companies,” as defined in section 12(d)(1)(G)(ii) of the Act, does not include closed-end investment companies. Accordingly, a registered open-end investment company or a registered unit investment trust may rely on rule 12d1-2(a)(1) to invest in a closed-end investment company regardless of whether the two companies hold themselves out to investors as related companies for purposes of investment and investor services.

Jean E. Minarick Hae-Sung Lee
Senior Counsel Attorney-Adviser

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2017/dechert-012517-12d1.htm

Modified: 01/26/2017