BTOP50 Managed Futures Fund and Asset Alliance Advisors, Inc.; Notice of Application, 64253-64255 [E7-22204]

Download as PDF Federal Register / Vol. 72, No. 220 / Thursday, November 15, 2007 / Notices Pension Benefit Guaranty Corporation. ACTION: Notice of interest rates and assumptions. under part 4281 apply to valuation dates occurring in December 2007. FOR FURTHER INFORMATION CONTACT: Catherine B. Klion, Manager, Regulatory and Policy Division, Legislative and Regulatory Department, Pension Benefit Guaranty Corporation, 1200 K Street, NW., Washington, DC 20005, 202–326– 4024. (TTY/TDD users may call the Federal relay service toll-free at 1–800– 877–8339 and ask to be connected to 202–326–4024.) SUPPLEMENTARY INFORMATION: SUMMARY: This notice informs the public of the interest rates and assumptions to be used under certain Pension Benefit Guaranty Corporation regulations. These rates and assumptions are published elsewhere (or can be derived from rates published elsewhere), but are collected and published in this notice for the convenience of the public. Interest rates are also published on the PBGC’s Web site (http://www.pbgc.gov). DATES: The required interest rate for determining the variable-rate premium under part 4006 applies to premium payment years beginning in November 2007. The interest assumptions for performing multiemployer plan valuations following mass withdrawal Variable-Rate Premiums Section 4006(a)(3)(E)(iii)(II) of the Employee Retirement Income Security Act of 1974 (ERISA) and § 4006.4(b)(1) of the PBGC’s regulation on Premium Rates (29 CFR part 4006) prescribe use of an assumed interest rate (the ‘‘required interest rate’’) in determining a single-employer plan’s variable-rate premium. Pursuant to the Pension Protection Act of 2006, for premium payment years beginning in 2006 or 2007, the required interest rate is the ‘‘applicable percentage’’ of the annual rate of interest determined by the Secretary of the Treasury on amounts invested conservatively in long-term investment grade corporate bonds for PENSION BENEFIT GUARANTY CORPORATION Required Interest Rate Assumption for Determining Variable-Rate Premium for Single-Employer Plans; Interest Assumptions for Multiemployer Plan Valuations Following Mass Withdrawal AGENCY: the month preceding the beginning of the plan year for which premiums are being paid (the ‘‘premium payment year’’). On February 2, 2007 (at 72 FR 4955), the Internal Revenue Service (IRS) published final regulations containing updated mortality tables for determining current liability under section 412(l)(7) of the Code and section 302(d)(7) of ERISA for plan years beginning on or after January 1, 2007. As a result, in accordance with section 4006(a)(3)(E)(iii)(II) of ERISA, the ‘‘applicable percentage’’ to be used in determining the required interest rate for plan years beginning in 2007 is 100 percent. The required interest rate to be used in determining variable-rate premiums for premium payment years beginning in November 2007 is 6.14 percent (i.e., 100 percent of the 6.14 percent composite corporate bond rate for October 2007 as determined by the Treasury). The following table lists the required interest rates to be used in determining variable-rate premiums for premium payment years beginning between December 2006 and November 2007. For premium payment years beginning in: The required interest rate is: December 2006 ......................................................................................................................................................... January 2007 ............................................................................................................................................................. February 2007 ........................................................................................................................................................... March 2007 ................................................................................................................................................................ April 2007 ................................................................................................................................................................... May 2007 ................................................................................................................................................................... June 2007 .................................................................................................................................................................. July 2007 ................................................................................................................................................................... August 2007 ............................................................................................................................................................... September 2007 ........................................................................................................................................................ October 2007 ............................................................................................................................................................. November 2007 ......................................................................................................................................................... pwalker on PROD1PC71 with NOTICES Multiemployer Plan Valuations Following Mass Withdrawal The PBGC’s regulation on Duties of Plan Sponsor Following Mass Withdrawal (29 CFR part 4281) prescribes the use of interest assumptions under the PBGC’s regulation on Allocation of Assets in Single-Employer Plans (29 CFR part 4044). The interest assumptions applicable to valuation dates in December 2007 under part 4044 are contained in an amendment to part 4044 published elsewhere in today’s Federal Register. Tables showing the assumptions applicable to prior periods are codified in appendix B to 29 CFR part 4044. VerDate Aug<31>2005 19:50 Nov 14, 2007 Jkt 214001 Issued in Washington, DC, on this 8th day of November 2007. Vincent K. Snowbarger, Deputy Director, Pension Benefit Guaranty Corporation. [FR Doc. E7–22327 Filed 11–14–07; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. IC–28045; 812–12984] BTOP50 Managed Futures Fund and Asset Alliance Advisors, Inc.; Notice of Application November 8, 2007. Securities and Exchange Commission (‘‘Commission’’). PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 4.90 5.75 5.89 5.85 5.84 5.98 6.01 6.32 6.33 6.33 6.23 6.14 Notice of application for an order under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 18(c) and 18(i) of the Act. ACTION: Applicants request an order to permit certain registered closed-end management investment companies to issue multiple classes of shares. APPLICANTS: BTOP50 Managed Futures Fund (‘‘Trust’’) and Asset Alliance Advisors, Inc. (‘‘Advisor’’). FILING DATES: The application was filed on June 9, 2003 and amended on December 9, 2003 and November 6, 2007. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief will SUMMARY OF APPLICATION: BILLING CODE 7709–01–P AGENCY: 64253 E:\FR\FM\15NON1.SGM 15NON1 64254 Federal Register / Vol. 72, No. 220 / Thursday, November 15, 2007 / Notices 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 December 3, 2007, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090; Applicants, 800 Third Avenue, New York, NY 10022. FOR FURTHER INFORMATION CONTACT: Julia Kim Gilmer, Branch Chief, or Nadya B. Roytblat, 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 Desk, 100 F Street, NE., Washington, DC 20549–0102 (tel. 202–551–5850). pwalker on PROD1PC71 with NOTICES Applicants’ Representations 1. The Trust is a closed-end management investment company registered under the Act and organized as a Delaware statutory trust. After the completion of its initial offering, the Trust expects to continuously offer its shares to the public pursuant to rule 415 under the Securities Act of 1933 at net asset value plus any applicable sales charge. The Advisor is registered as an investment adviser under the Investment Advisers Act of 1940 and serves as investment adviser to the Trust. Applicants request that the requested relief also extend to any other registered closed-end management investment companies that continuously offer their shares that now or in the future are advised by the Advisor, or any entity controlling, controlled by or under common control with the Adviser (such investment companies, together with the Trust, the ‘‘Funds’’).1 1 Any Fund relying on this relief in the future will comply with the terms and conditions of the application. The Trust is the only investment company that currently intends to rely on the requested order. VerDate Aug<31>2005 19:50 Nov 14, 2007 Jkt 214001 2. The shares of the Trust will not be listed on any national stock exchange and the Trust will not arrange for the quotation of its shares on any over-thecounter market. The Trust does not expect that any secondary market will develop for its shares. The Trust intends to make monthly repurchase offers for up to 15% of its outstanding shares at net asset value, up to a maximum of 25% in any three consecutive months, pursuant to rule 13e–4 of the Securities Exchange Act of 1934. 3. The Funds seek the flexibility to be structured as multiple class funds.The Trust intends to initially offer a single class of shares (‘‘Class A Shares’’) without a service fee or an early withdrawal charge (‘‘EWC’’). If the requested relief is granted, the Trust may also offer Class B, C, D and E shares with an annual service fee of 2%, 1.5%, 1% and .5% of net asset value, respectively. Class B, C, D and E shares also will be subject to an EWC of 2%, 1.5%. 1% and .5% of the purchase price, which will decline over approximately a 12-month period. The Funds will not waive, schedule a variation in or eliminate any EWCs established for a particular class of shares. The Funds may in the future offer additional classes of shares and/or another sales charge structure. 4. Applicants represent that any assetbased service and distribution fees will comply with the provisions of rule 2830(d) of the Conduct Rules of the National Association of Securities Dealers, Inc. (‘‘NASD’’). Applicants also represent that each Fund will disclose in its prospectus, the fees, expenses and other characteristics of each class of shares offered for sale by the prospectus as is required for open-end multiple class funds under Form N–1A. As is required for open-end funds, each Fund will disclose its expenses in shareholder reports, and disclose any arrangements that result in breakpoints in or elimination of sales loads in its prospectus.2 Each Fund and principal underwriter of Fund shares will also comply with any requirements that may be adopted by the Commission regarding disclosure at the point of sale and in transaction confirmations about the costs and conflicts of interest arising out of the distribution of open-end 2 See Shareholder Reports and Quarterly Portfolio Disclosure of Registered Management Investment Companies, Investment Company Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring open-end investment companies to disclose fund expenses in shareholder reports); and Disclosure of Breakpoint Discounts by Mutual Funds, Investment Company Act Release No. 26464 (June 7, 2004) (adopting release) (requiring open-end investment companies to provide prospectus disclosure of certain sales load information). PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 investment company shares, and regarding prospectus disclosure of sales loads and revenue sharing arrangements as if those requirements applied to the Fund and the principal underwriter of the Fund’s shares.3 5. The Trust will allocate all expenses incurred by it among the various classes of shares based on the net assets of the Trust attributable to each class, except that the net asset value and expenses of each class will reflect the expenses associated with the service and/or distribution plan of the class and any other incremental expenses of that class. Expenses of the Trust allocated to a particular class of shares will be borne on a pro rata basis by each outstanding share of that class. Applicants state that each Fund will comply with the provisions of rule 18f–3 under the Act as if that rule applied to the Funds. The Funds will not offer exchange privileges. Applicants’ Legal Analysis 1. Section 18(c) of the Act provides, in relevant part, that a closed-end investment company may not issue or sell any senior security if, immediately thereafter, the company has outstanding more than one class of senior security. Applicants state that the creation of multiple classes of shares of the Funds may be prohibited by section 18(c). 2. Section 18(i) of the Act provides that each share of stock issued by a registered management investment company will be a voting stock and have equal voting rights with every other outstanding voting stock. Applicants state that permitting multiple classes of shares of the Funds may violate section 18(i) of the Act because each class would be entitled to exclusive voting rights with respect to matters solely related to that class. 3. Section 6(c) of the Act provides that the Commission may exempt any person, security or transaction or any class or classes of persons, securities or transactions from any provision of the Act, or from any rule under the Act, if and to the extent such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants request an exemption under section 6(c) 3 Confirmation Requirements and Point of Sale Disclosure Requirements for Transactions in Certain Mutual Funds and Other Securities, and Other Confirmation Requirement Amendments, and Amendments to the Registration Form for Mutual Funds, Investment Company Act Release Nos. 26341 (Jan. 29, 2004) (proposing release) and 26778 (Feb. 28, 2005) (re-opening the comment period for the proposed rules and requesting additional comments). E:\FR\FM\15NON1.SGM 15NON1 Federal Register / Vol. 72, No. 220 / Thursday, November 15, 2007 / Notices from sections 18(c) and 18(i) to permit the Funds to issue multiple classes of shares. 4. Applicants submit that the proposed allocation of expenses and voting rights among multiple classes is equitable and will not discriminate against any group of shareholders. Applicants submit that the proposed arrangements would permit a Fund to facilitate the distribution of its shares and provide investors with a broader choice of shareholder services. Applicants assert that the proposed closed-end investment company multiple class structure does not raise the concerns underlying section 18 of the Act to any greater degree than openend investment companies’ multiple class structures that are permitted by rule 18f–3 under the Act. Applicants state that each Fund will comply with the provisions of rule 18f–3 as if it were an open-end investment company. 5. Applicants also state that because the Funds, like open-end investment companies, will continuously offer their shares and offer investors a variety of distribution channels and service fees, they will comply with rule 12b–1 and 6c–10 under the Act as if those rules applied to the Funds. Applicants’ Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Each Fund relying on the order will comply with the provisions of rules 6c– 10, 12b–1 and 18f–3 under the Act, as amended from time to time, as if those rules applied to closed-end management investment companies, and will comply with NASD Conduct Rule 2830(d), as amended from time to time, as if that rule applied to all closed-end management investment companies. For the Commission, by the Division of Investment Management, under delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7–22204 Filed 11–14–07; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28046; 813–350] pwalker on PROD1PC71 with NOTICES Tower 21st Century Fund LLC, et al.; Notice of Application November 8, 2007. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of application for an order under sections 6(b) and 6(e) of the AGENCY: VerDate Aug<31>2005 19:50 Nov 14, 2007 Jkt 214001 Investment Company Act of 1940 (the ‘‘Act’’) exempting applicants from all provisions of the Act, except section 9 and sections 36 through 53, and the rules and regulations under the Act. With respect to sections 17 and 30 of the Act, and the rules and regulations thereunder, and rule 38a–1 under the Act, the exemption is limited as set forth in the application. Applicants request an order to exempt certain investment vehicles formed for the benefit of partners and key eligible current and former employees of Sonnenschein Nath & Rosenthal LLP (‘‘Sonnenschein’’ or the ‘‘Firm’’) and certain of its affiliates from certain provisions of the Act. Each such entity will be an ‘‘employees’’ securities company’’ within the meaning of section 2(a)(13) of the Act. APPLICANTS: Tower 21st Century Fund LLC (the ‘‘Investment Fund’’) and Sonnenschein. FILING DATES: The application was filed on July 2, 2002, and amended on December 30, 2003, July 7, 2004, March 12, 2007 and November 7, 2007. 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 December 3, 2007, 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, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 9303. Applicants, c/o Paul J. Miller, Esq., Sonnenschein Nath & Rosenthal LLP, 7800 Sears Tower, Chicago, Illinois 60611. FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 551– 6870, or Nadya B. Roytblat, 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 Branch, SUMMARY OF APPLICATION: PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 64255 100 F Street, NE., Washington, DC 20549–0102 (tel. 202–551–5850). Applicants’ Representations 1. Sonnenschein is a law firm organized as a Delaware limited liability partnership. The Firm and its ‘‘affiliates,’’ as defined in rule 12b–2 under the Securities Act of 1934 (the ‘‘Exchange Act’’), are referred to collectively as the ‘‘Sonnenschein Group’’ and individually as a ‘‘Sonnenschein Entity.’’ 2. The Investment Fund is a Delaware limited liability company. The applicants may in the future offer additional pooled investment vehicles identical in all material respects (other than form of organization, investment objective and strategy) to the Investment Fund (each, an ‘‘Additional Fund’’) (together, the Investment Fund and the Additional Fund are referred to as the ‘‘Funds’’). The applicants anticipate that each Additional Fund will also be structured as a limited liability company, although an Additional Fund could be structured, either domestically or, or for tax purposes, offshore, as a general partnership, limited partnership, corporation or other business organization formed as an ‘‘employees’ securities company’’ within the meaning of section 2(a)(13) of the Act. Each Fund will operate as a non-diversified, closed-end management investment company. The Funds will be established to enable the Partners (as defined below) and certain employees of the Sonnenschein Group to participate in certain investment opportunities that come to the attention of the Sonnenschein Group. Participation as investors in the Funds will allow the Eligible Investors (as defined below) to diversify their investments and to have the opportunity to participate in investments that might not otherwise be available to them or that might be beyond their individual means. 3. The Funds will each be managed by an investment committee (‘‘Investment Committee’’), each member of which shall be a Partner of the Firm. The Firm will initially appoint the members (each, a ‘‘Manager’’ of the Fund) of each Investment Committee and vacancies thereafter will be filled by vote of the remaining Managers. The Managers or any person involved in the operation of the Funds will register as an investment adviser if required under the Investment Advisers Act of 1940, or the rules under that Act. 4. Interests in the Funds (‘‘Interests’’) will be offered without registration in reliance on section 4(2) of the Securities Act of 1933 (the ‘‘Securities Act’’) or E:\FR\FM\15NON1.SGM 15NON1

Agencies

[Federal Register Volume 72, Number 220 (Thursday, November 15, 2007)]
[Notices]
[Pages 64253-64255]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-22204]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-28045; 812-12984]


BTOP50 Managed Futures Fund and Asset Alliance Advisors, Inc.; 
Notice of Application

November 8, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
18(c) and 18(i) of the Act.

-----------------------------------------------------------------------

Summary of Application: Applicants request an order to permit certain 
registered closed-end management investment companies to issue multiple 
classes of shares.

Applicants: BTOP50 Managed Futures Fund (``Trust'') and Asset Alliance 
Advisors, Inc. (``Advisor'').

Filing Dates: The application was filed on June 9, 2003 and amended on 
December 9, 2003 and November 6, 2007.

Hearing or Notification of Hearing: An order granting the requested 
relief will

[[Page 64254]]

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 
December 3, 2007, 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, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090; Applicants, 800 Third Avenue, 
New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Julia Kim Gilmer, Branch Chief, or 
Nadya B. Roytblat, 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 Desk, 100 F Street, NE., Washington, DC 
20549-0102 (tel. 202-551-5850).

Applicants' Representations

    1. The Trust is a closed-end management investment company 
registered under the Act and organized as a Delaware statutory trust. 
After the completion of its initial offering, the Trust expects to 
continuously offer its shares to the public pursuant to rule 415 under 
the Securities Act of 1933 at net asset value plus any applicable sales 
charge. The Advisor is registered as an investment adviser under the 
Investment Advisers Act of 1940 and serves as investment adviser to the 
Trust. Applicants request that the requested relief also extend to any 
other registered closed-end management investment companies that 
continuously offer their shares that now or in the future are advised 
by the Advisor, or any entity controlling, controlled by or under 
common control with the Adviser (such investment companies, together 
with the Trust, the ``Funds'').\1\
---------------------------------------------------------------------------

    \1\ Any Fund relying on this relief in the future will comply 
with the terms and conditions of the application. The Trust is the 
only investment company that currently intends to rely on the 
requested order.
---------------------------------------------------------------------------

    2. The shares of the Trust will not be listed on any national stock 
exchange and the Trust will not arrange for the quotation of its shares 
on any over-the-counter market. The Trust does not expect that any 
secondary market will develop for its shares. The Trust intends to make 
monthly repurchase offers for up to 15% of its outstanding shares at 
net asset value, up to a maximum of 25% in any three consecutive 
months, pursuant to rule 13e-4 of the Securities Exchange Act of 1934.
    3. The Funds seek the flexibility to be structured as multiple 
class funds.The Trust intends to initially offer a single class of 
shares (``Class A Shares'') without a service fee or an early 
withdrawal charge (``EWC''). If the requested relief is granted, the 
Trust may also offer Class B, C, D and E shares with an annual service 
fee of 2%, 1.5%, 1% and .5% of net asset value, respectively. Class B, 
C, D and E shares also will be subject to an EWC of 2%, 1.5%. 1% and 
.5% of the purchase price, which will decline over approximately a 12-
month period. The Funds will not waive, schedule a variation in or 
eliminate any EWCs established for a particular class of shares. The 
Funds may in the future offer additional classes of shares and/or 
another sales charge structure.
    4. Applicants represent that any asset-based service and 
distribution fees will comply with the provisions of rule 2830(d) of 
the Conduct Rules of the National Association of Securities Dealers, 
Inc. (``NASD''). Applicants also represent that each Fund will disclose 
in its prospectus, the fees, expenses and other characteristics of each 
class of shares offered for sale by the prospectus as is required for 
open-end multiple class funds under Form N-1A. As is required for open-
end funds, each Fund will disclose its expenses in shareholder reports, 
and disclose any arrangements that result in breakpoints in or 
elimination of sales loads in its prospectus.\2\ Each Fund and 
principal underwriter of Fund shares will also comply with any 
requirements that may be adopted by the Commission regarding disclosure 
at the point of sale and in transaction confirmations about the costs 
and conflicts of interest arising out of the distribution of open-end 
investment company shares, and regarding prospectus disclosure of sales 
loads and revenue sharing arrangements as if those requirements applied 
to the Fund and the principal underwriter of the Fund's shares.\3 \
---------------------------------------------------------------------------

    \2\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \3\ Confirmation Requirements and Point of Sale Disclosure 
Requirements for Transactions in Certain Mutual Funds and Other 
Securities, and Other Confirmation Requirement Amendments, and 
Amendments to the Registration Form for Mutual Funds, Investment 
Company Act Release Nos. 26341 (Jan. 29, 2004) (proposing release) 
and 26778 (Feb. 28, 2005) (re-opening the comment period for the 
proposed rules and requesting additional comments).
---------------------------------------------------------------------------

    5. The Trust will allocate all expenses incurred by it among the 
various classes of shares based on the net assets of the Trust 
attributable to each class, except that the net asset value and 
expenses of each class will reflect the expenses associated with the 
service and/or distribution plan of the class and any other incremental 
expenses of that class. Expenses of the Trust allocated to a particular 
class of shares will be borne on a pro rata basis by each outstanding 
share of that class. Applicants state that each Fund will comply with 
the provisions of rule 18f-3 under the Act as if that rule applied to 
the Funds. The Funds will not offer exchange privileges.

Applicants' Legal Analysis

    1. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of shares of the Funds may be prohibited by section 
18(c).
    2. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that permitting multiple classes of shares of 
the Funds may violate section 18(i) of the Act because each class would 
be entitled to exclusive voting rights with respect to matters solely 
related to that class.
    3. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule under the Act, if and to the extent such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act. Applicants request an exemption under section 
6(c)

[[Page 64255]]

from sections 18(c) and 18(i) to permit the Funds to issue multiple 
classes of shares.
    4. Applicants submit that the proposed allocation of expenses and 
voting rights among multiple classes is equitable and will not 
discriminate against any group of shareholders. Applicants submit that 
the proposed arrangements would permit a Fund to facilitate the 
distribution of its shares and provide investors with a broader choice 
of shareholder services. Applicants assert that the proposed closed-end 
investment company multiple class structure does not raise the concerns 
underlying section 18 of the Act to any greater degree than open-end 
investment companies' multiple class structures that are permitted by 
rule 18f-3 under the Act. Applicants state that each Fund will comply 
with the provisions of rule 18f-3 as if it were an open-end investment 
company.
    5. Applicants also state that because the Funds, like open-end 
investment companies, will continuously offer their shares and offer 
investors a variety of distribution channels and service fees, they 
will comply with rule 12b-1 and 6c-10 under the Act as if those rules 
applied to the Funds.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of 
rules 6c-10, 12b-1 and 18f-3 under the Act, as amended from time to 
time, as if those rules applied to closed-end management investment 
companies, and will comply with NASD Conduct Rule 2830(d), as amended 
from time to time, as if that rule applied to all closed-end management 
investment companies.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-22204 Filed 11-14-07; 8:45 am]
BILLING CODE 8011-01-P