BTOP50 Managed Futures Fund and Asset Alliance Advisors, Inc.; Notice of Application, 64253-64255 [E7-22204]
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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 (https://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
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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
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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
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]]>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]
=======================================================================
-----------------------------------------------------------------------
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
