Alpine Global Dynamic Dividend Fund, et al.; Notice of Application, 46807-46811 [E9-21923]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 74, Number 175 (Friday, September 11, 2009)]
[Notices]
[Pages 46807-46811]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-21923]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28897; File No. 812-13630]


Alpine Global Dynamic Dividend Fund, et al.; Notice of 
Application

September 4, 2009.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 19(b) of 
the Act and rule 19b-1 under the Act.

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SUMMARY OF APPLICATION:  Applicants request an order to permit certain 
registered closed-end investment companies to make periodic 
distributions of long-term capital gains with respect to their 
outstanding common shares as frequently as twelve times each year, and 
as frequently as distributions are specified by or in accordance with 
the terms of any outstanding preferred shares that such investment 
companies may issue.

APPLICANTS:  Alpine Global Dynamic Dividend Fund (``AGD''), Alpine 
Total Dynamic Dividend Fund (``AOD''), Alpine Global Premier Properties 
Fund (``AWP'') and Alpine Woods Capital Investors, LLC (the 
``Investment Adviser'').

DATES: Filing Dates:
    The application was filed on February 4, 2009 and amended on July 
31, 2009 and September 1, 2009.

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

[[Page 46808]]

by 5:30 p.m. on September 29, 2009, 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, 2500 Westchester 
Avenue, Suite 215, Purchase, New York 10577.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Attorney Adviser, at 
(202) 551-6819, or Mary Kay Frech, Branch Chief, 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 via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. AGD, AOD and AWP, each a Delaware statutory trust, are closed-
end management investment companies, registered under the Act.\1\ The 
common shares of AGD, AOD and AWP are listed on the New York Stock 
Exchange. Applicants believe that the shareholders of each Fund are 
generally conservative, dividend-sensitive investors who desire current 
income periodically and may favor a fixed distribution policy. Although 
AGD, AOD and AWP have no current intention to do so, each is authorized 
to issue preferred shares.
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    \1\ AGD, AOD and AWP are the only closed-end investment 
companies that currently intend to rely on the order. Applicants 
request that the order also apply to each registered closed-end 
investment company that in the future: (a) Is advised by the 
Investment Adviser (including any successor in interest) or by any 
entity controlling, controlled by, or under common control (within 
the meaning of section 2(a)(9) of the Act) with the Investment 
Adviser; and (b) complies with the terms and conditions of the 
application (collectively with AGD, AOD and AWP, ``Funds''). A 
successor in interest is limited to entities that result from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
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    2. The Investment Adviser is a Delaware limited liability company 
registered under the Investment Advisers Act of 1940 (``Advisers 
Act''). The Investment Adviser serves as investment adviser to AGD, AOD 
and AWP and is responsible for their overall management. Each Fund will 
be advised by an investment adviser that is registered under the 
Advisers Act.
    3. Applicants state that, prior to the organizational meeting of 
each of AGD, AOD and AWP, held on June 23, 2006, December 18, 2006 and 
March 12, 2007, respectively, the board of trustees (the ``Board'') of 
each of AGD, AOD and AWP, including a majority of the members who are 
not ``interested persons'' of each Fund as defined in section 2(a)(19) 
of the Act (the ``Independent Trustees''), reviewed information 
regarding the purpose and terms of the proposed distribution policy, 
the likely effects of such policy on each Fund's long-term total return 
(in relation to market price and net asset value (``NAV'') per share), 
the relationship between each Fund's distribution rate on its common 
shares under the policy and such Fund's total return (in relation to 
NAV per share). Applicants state that the Independent Trustees also 
considered what conflicts of interest the Investment Adviser, the 
affiliated persons of the Investment Adviser and each Fund might have 
with respect to the adoption or implementation of the proposed periodic 
distribution policy. Applicants further state that, after considering 
such information, the Board, including the Independent Trustees, of 
each of AGD, AOD and AWP approved the proposed periodic distribution 
policy with respect to such Fund's common shares (the ``Plan'') and 
determined that the Plan is consistent with such Fund's investment 
objectives and in the best interests of such Fund's common 
shareholders. Prior to implementing the Plan, the Board of each of AGD, 
AOD and AWP, including the Independent Trustees, will review the 
factors considered in connection with its approval of the Plan, as well 
as any changes in such factors since the date of its approval, and will 
confirm that the Plan is consistent with the Fund's investment 
objectives and policies and in the best interests of such Fund's common 
shareholders.
    4. Applicants state that the purpose of the Plan of each of AGD, 
AOD and AWP is to permit such Fund to distribute over the course of 
each year, through monthly distributions as nearly equal as practicable 
and any required special distributions, an amount closely approximating 
the total taxable income of such Fund during such year and, if so 
determined by its Board, all or a portion of the returns of capital 
paid by portfolio securities to such Fund during such year. Applicants 
represent that, in accordance with the Plan of each Fund, the Fund 
would distribute to its common shareholders a fixed monthly amount, but 
reserves the right to distribute an amount equal to a fixed percentage 
of the market price or of the NAV per share of the Fund's common shares 
at a particular point in time, any of which may be adjusted from time 
to time. Applicants state that, under each Plan, the minimum annual 
distribution rate with respect to such Fund's common shares would be 
independent of the Fund's performance during any particular period, but 
would be expected to correlate with the Fund's performance over time. 
Applicants explain that, except for extraordinary distributions and 
potential increases or decreases in the final dividend periods in light 
of the Fund's performance for the entire calendar year and to enable 
the Fund to comply with the distribution requirements of subchapter M 
of the Internal Revenue Code of 1986 (``Code'') for the calendar year, 
each distribution on the common shares would be at the stated rate then 
in effect.
    5. Applicants state that at the meeting held on September 22, 2008, 
each Board adopted policies and procedures under rule 38a-1 that are 
reasonably designed to ensure that all notices required to be sent to 
the Fund's shareholders pursuant to section 19(a) of the Act, rule 19a-
1 thereunder and condition 4 below (each a ``19(a) Notice'') include 
the disclosure required by rule 19a-1 and by condition 2(a) below, and 
that all other written communications by AGD, AOD or AWP or its agents 
regarding distributions under the Plan include the disclosure required 
by condition 3(a) below. Applicants state that each Board also adopted 
policies and procedures that require each Fund to keep records that 
demonstrate its compliance with all of the conditions of the order and 
that are necessary for such Fund to form the basis for, or demonstrate 
the calculation of, the amounts disclosed in its 19(a) Notices.

Applicants' Legal Analysis

    1. Section 19(b) generally makes it unlawful for any registered 
investment company to make long-term capital gains distributions more 
than once each year. Rule 19b-1 limits the number of capital gains 
dividends, as defined in section 852(b)(3)(C) of the Code 
(``distributions''), that a fund may make with respect to any one 
taxable year to one, plus a supplemental ``clean up'' distribution made 
pursuant to section 855 of the Code not exceeding 10% of the aggregate 
amount distributed for the year, plus one additional capital gain 
dividend made in whole or in part to

[[Page 46809]]

avoid the excise tax under section 4982 of the Code.
    2. Section 6(c) provides that the Commission may, by order upon 
application, conditionally or unconditionally exempt any person, 
security, or transaction, or any class or classes of persons, 
securities or transactions, from any provision of the Act, if and to 
the extent that the 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.
    3. Applicants state that one of the concerns leading to the 
enactment of section 19(b) and adoption of rule 19b-1 was that 
shareholders might be unable to distinguish between frequent 
distributions of capital gains and dividends from investment income. 
Applicants state, however, that rule 19a-1 effectively addresses this 
concern by requiring that a separate statement showing the sources of a 
distribution (e.g., estimated net income, net short-term capital gains, 
net long-term capital gains and/or return of capital) accompany any 
distributions (or the confirmation of the reinvestment of 
distributions) estimated to be sourced in part from capital gains or 
capital. Applicants state that the same information is included in each 
Fund's annual report to shareholders and on its IRS Form 1099-DIV, 
which is sent to each common and preferred shareholder, if preferred 
shares are issued by one or more Funds, who received distributions 
during a particular year (including shareholders who have sold shares 
during the year).
    4. Applicants further state that each of AGD, AOD and AWP will make 
the additional disclosures required by the conditions set forth below, 
and each of them has adopted compliance policies and procedures in 
accordance with rule 38a-1 under the Act to ensure that all required 
notices and disclosures are sent to shareholders. Applicants argue that 
rule 19a-1, the Plans, the Funds' compliance policies and the 
conditions listed below ensure that each Fund's shareholders would be 
provided sufficient information to understand that their periodic 
distributions are not tied to the Fund's net investment income (which 
for this purpose is the Fund's taxable income other than from capital 
gains) and realized capital gains to date, and may not represent yield 
or investment return. Applicants also state that compliance with the 
Funds' compliance procedures and condition 3 set forth below will 
ensure that prospective shareholders and third parties are provided 
with the same information. Accordingly, applicants assert that 
continuing to subject the Funds to section 19(b) and rule 19b-1 would 
afford shareholders no additional protection.
    5. Applicants note that section 19(b) and rule 19b-1 also were 
intended to prevent improper fund share sales practices, including, in 
particular, the practice of urging an investor to purchase shares of a 
fund on the basis of an upcoming capital gains dividend (``selling the 
dividend''), where the dividend would result in an immediate 
corresponding reduction in NAV and would be in effect a taxable return 
of the investor's capital. Applicants assert that the ``selling the 
dividend'' concern should not apply to closed-end investment companies, 
such as the Funds, which do not continuously distribute shares. 
According to applicants, if the underlying concern extends to secondary 
market purchases of shares of closed-end funds that are subject to a 
large upcoming capital gains dividend, adoption of a periodic 
distribution plan actually helps minimize the concern by avoiding, 
through monthly distributions, any buildup of large end-of-the-year 
distributions.
    6. Applicants also note that common shares of closed-end funds that 
invest primarily in equity securities often trade in the marketplace at 
a discount to their NAVs. Applicants believe that this discount may be 
reduced if the Funds are permitted to pay relatively frequent dividends 
on their common shares at a consistent rate, whether or not those 
dividends contain an element of capital gain.
    7. Applicants assert that the application of rule 19b-1 to the 
Plans actually could have inappropriate influence on portfolio 
management decisions. Applicants state that, in the absence of an 
exemption from rule 19b-1, the adoption of a periodic distribution plan 
imposes pressure on management (i) not to realize any net long-term 
capital gains until the point in the year that the Fund can pay all of 
its remaining distributions in accordance with rule 19b-1 and (ii) not 
to realize any long-term capital gains during any particular year in 
excess of the amount of the aggregate pay-out for the year (since as a 
practical matter excess gains must be distributed and accordingly would 
not be available to satisfy pay-out requirements in following years), 
notwithstanding that purely investment considerations might favor 
realization of long-term gains at different times or in different 
amounts. Applicants thus assert that the limitation on the number of 
capital gain dividends that a Fund may make with respect to any one 
year, may prevent the normal and efficient operation of a periodic 
distribution plan whenever that Fund's realized net long-term capital 
gains in any year exceed the total of the monthly distributions that 
may include such capital gains under the rule.
    8. Applicants also assert that rule 19b-1 may force the fixed 
regular periodic distributions to be funded with returns of capital \2\ 
(to the extent net investment income and realized short term capital 
gains are insufficient to fund the distribution), even though realized 
net long-term capital gains otherwise would be available. To distribute 
all of a Fund's long-term capital gains within the limits in rule 19b-
1, a Fund may be required to make total distributions in excess of the 
annual amount called for by its periodic distribution plan or to retain 
and pay taxes on the excess amount. Applicants thus assert that the 
requested order would minimize these anomalous effects of rule 19b-1 by 
enabling the Funds to realize long-term capital gains as often as 
investment considerations dictate without fear of violating rule 19b-1.
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    \2\ Returns of capital as used in the application means return 
of capital for financial accounting purposes and not for tax 
accounting purposes.
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    9. Applicants state that Revenue Ruling 89-81 under the Code 
requires that a fund that has both common shares and preferred shares 
outstanding designate the types of income, e.g., investment income and 
capital gains, in the same proportion as the total distributions 
distributed to each class for the tax year. To satisfy the 
proportionate designation requirements of Revenue Ruling 89-81, 
whenever a fund has realized a long-term capital gain with respect to a 
given tax year, the fund must designate the required proportionate 
share of such capital gain to be included in common and preferred stock 
dividends. Applicants state that although rule 19b-1 allows a fund some 
flexibility with respect to the frequency of capital gains 
distributions, a fund might use all of the exceptions available under 
the rule for a tax year and still need to distribute additional capital 
gains allocated to the preferred stock to comply with Revenue Ruling 
89-81.
    10. Applicants assert that the potential abuses addressed by 
section 19(b) and rule 19b-1 do not arise with respect to preferred 
shares issued by a closed-end fund. Applicants assert that such 
distributions are either fixed or are determined in periodic auctions 
by reference to short-term interest rates rather than by reference to 
performance

[[Page 46810]]

of the issuer, and Revenue Ruling 89-81 determines the proportion of 
such distributions that are comprised of the long-term capital gains.
    11. Applicants also submit that the ``selling the dividend'' 
concern is not applicable to preferred shares, which entitle a holder 
to no more than a periodic dividend at a fixed rate or the rate 
determined by the market, and, like debt securities, are priced based 
upon their liquidation value, dividend rate, credit quality, and 
frequency of payment. Applicants state that investors buy preferred 
shares for the purpose of receiving payments at the frequency bargained 
for and do not expect the liquidation value of their shares to change.
    12. Applicants request an order pursuant to section 6(c) of the Act 
granting an exemption from section 19(b) of the Act and rule 19b-1 
thereunder to permit each Fund to make periodic capital gain dividends 
(as defined in section 852(b)(3)(C) of the Code) as often as monthly in 
any one taxable year in respect of its common shares and as often as 
specified by or determined in accordance with the terms thereof in 
respect of the Fund's preferred shares.\3\
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    \3\ In order to rely on the order, a future Fund must satisfy 
each of the foregoing representations except that such 
representations will be made in respect of actions by the Board of 
such future Fund and will be made at a future time.
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Applicants' Conditions

    Applicants agree that any order of the Commission granting the 
requested relief will be subject to the following conditions:

1. Compliance Review and Reporting

    Each Fund's chief compliance officer will (a) report to the Fund's 
Board, no less frequently than once every three months or at the next 
regularly scheduled quarterly Board meeting, whether (i) the Fund and 
its Investment Adviser have complied with the conditions of the order 
and (ii) a material compliance matter (as defined in rule 38a-l(e)(2) 
under the Act) has occurred with respect to such conditions; and (b) 
review the adequacy of the policies and procedures adopted by the Board 
no less frequently than annually.

2. Disclosures to Fund Shareholders

    (a) Each 19(a) Notice disseminated to the holders of each Fund's 
common shares, in addition to the information required by section 19(a) 
and rule 19a-l:
    (i) Will provide, in a tabular or graphical format:
    (1) The amount of the distribution, on a per share basis, together 
with the amounts of such distribution amount, on a per share basis and 
as a percentage of such distribution amount, from estimated: (A) Net 
investment income; (B) net realized short-term capital gains; (C) net 
realized long-term capital gains; and (D) return of capital or other 
capital source;
    (2) The fiscal year-to-date cumulative amount of distributions, on 
a per share basis, together with the amounts of such cumulative amount, 
on a per share basis and as a percentage of such cumulative amount of 
distributions, from estimated: (A) Net investment income; (B) net 
realized short-term capital gains; (C) net realized long-term capital 
gains; and (D) return of capital or other capital source;
    (3) The average annual total return in relation to the change in 
NAV per share for the 5-year period (or, if the Fund's history of 
operations is less than five years, the time period commencing 
immediately following the Fund's first public offering) ending on the 
last day of the month ended immediately prior to the most recent 
distribution record date compared to the current fiscal period's 
annualized distribution rate expressed as a percentage of NAV as of the 
last day of the month prior to the most recent distribution record 
date; and
    (4) The cumulative total return in relation to the change in NAV 
from the last completed fiscal year to the last day of the month prior 
to the most recent distribution record date compared to the fiscal 
year-to-date cumulative distribution rate expressed as a percentage of 
NAV as of the last day of the month prior to the most recent 
distribution record date.
    Such disclosure shall be made in a type size at least as large and 
as prominent as the estimate of the sources of the current 
distribution; and
    (ii) Will include the following disclosure:
    (1) ``You should not draw any conclusions about the Fund's 
investment performance from the amount of this distribution or from the 
terms of the Fund's Plan'';
    (2) ``The Fund estimates that it has distributed more than its 
income and net realized capital gains; therefore, a portion of your 
distribution may be a return of capital. A return of capital may occur, 
for example, when some or all of the money that you invested in the 
Fund is paid back to you. A return of capital distribution does not 
necessarily reflect the Fund's investment performance and should not be 
confused with `yield' or `income' '' \4\ and
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    \4\ The disclosure in this condition 2(a)(ii)(2) will be 
included only if the current distribution or the fiscal year-to-date 
cumulative distributions are estimated to include a return of 
capital.
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    (3) ``The amounts and sources of distributions reported in this 
19(a) Notice are only estimates and are not being provided for tax 
reporting purposes. The actual amounts and sources of the amounts for 
tax reporting purposes will depend upon the Fund's investment 
experience during the remainder of its fiscal year and may be subject 
to changes based on tax regulations. The Fund will send you a Form 1099 
DIV for the calendar year that will tell you how to report these 
distributions for Federal income tax purposes.''
    Such disclosure shall be made in a type size at least as large as 
and as prominent as any other information in the 19(a) Notice and 
placed on the same page in close proximity to the amount and the 
sources of the distribution;
    (b) On the inside front cover of each report to shareholders under 
rule 30e-1 under the Act, the Fund will:
    (i) Describe the terms of the Plan (including the fixed amount or 
fixed percentage of the distributions and the frequency of the 
distributions);
    (ii) Include the disclosure required by condition 2(a)(ii)(1) 
above;
    (iii) State, if applicable, that the Plan provides that the Board 
may amend or terminate the Plan at any time without prior notice to 
Fund shareholders; and
    (iv) Describe any reasonably foreseeable circumstances that might 
cause the Fund to terminate the Plan and any reasonably foreseeable 
consequences of such termination.
    (c) Each report provided to shareholders under rule 30e-1 under the 
Act and each prospectus filed with the Commission on Form N-2 under the 
Act, will provide the Fund's total return in relation to changes in NAV 
in the financial highlights table and in any discussion about the 
Fund's total return.

3. Disclosure to Common Shareholders, Prospective Common Shareholders 
and Third Parties

    (a) Each Fund will include the information contained in the 
relevant 19(a) Notice, including the disclosure required by condition 
2(a)(ii) above, in any written communication (other than a 
communication on Form 1099) about the Plan or distributions under the 
Plan by the Fund, or agents that the Fund has authorized to make such 
communication on the Fund's behalf, to any Fund common shareholder,

[[Page 46811]]

prospective common shareholder or third-party information provider;
    (b) Each Fund will issue, contemporaneously with the issuance of 
any 19(a) Notice, a press release containing the information in the 
19(a) Notice and file with the Commission the information contained in 
such 19(a) Notice, including the disclosure required by condition 
2(a)(ii) above, as an exhibit to its next filed Form N-CSR; and
    (c) Each Fund will post prominently a statement on its (or the 
Investment Adviser's) Web site containing the information in each 19(a) 
Notice, including the disclosure required by condition 2(a)(ii) above, 
and will maintain such information on such Web site for at least 24 
months.

4. Delivery of 19(a) Notices to Beneficial Owners

    If a broker, dealer, bank or other person (``financial 
intermediary'') holds common shares issued by a Fund in nominee name, 
or otherwise, on behalf of a beneficial owner, the Fund: (a) Will 
request that the financial intermediary, or its agent, forward the 
19(a) Notice to all beneficial owners of the Fund's shares held through 
such financial intermediary; (b) will provide, in a timely manner, to 
the financial intermediary, or its agent, enough copies of the 19(a) 
Notice assembled in the form and at the place that the financial 
intermediary, or its agent, reasonably requests to facilitate the 
financial intermediary's sending of the 19(a) Notice to each beneficial 
owner of the Fund's shares; and (c) upon the request of any financial 
intermediary, or its agent, that receives copies of the 19(a) Notice, 
will pay the financial intermediary, or its agent, the reasonable 
expenses of sending the 19(a) Notice to such beneficial owners.

5. Additional Board Determinations for Funds Whose Shares Trade at a 
Premium

    If:
    (a) A Fund's common shares have traded on the stock exchange that 
they primarily trade on at the time in question at an average premium 
to NAV equal to or greater than 10%, as determined on the basis of the 
average of the discount or premium to NAV of the Fund's common shares 
as of the close of each trading day over a 12-week rolling period (each 
such 12-week rolling period ending on the last trading day of each 
week); and
    (b) A Fund's annualized distribution rate for such 12-week rolling 
period, expressed as a percentage of NAV as of the ending date of such 
12-week rolling period is greater than the Fund's average annual total 
return in relation to the change in NAV over the 2-year period ending 
on the last day of such 12-week rolling period;
    then:
    (i) At the earlier of the next regularly scheduled meeting or 
within four months of the last day of such 12-week rolling period, the 
Board including a majority of the Independent Trustees:
    (1) Will request and evaluate, and the Investment Adviser will 
furnish, such information as may be reasonably necessary to make an 
informed determination of whether the Plan should be continued or 
continued after amendment;
    (2) Will determine whether continuation, or continuation after 
amendment, of the Plan is consistent with the Fund's investment 
objective(s) and policies and is in the best interests of the Fund and 
its shareholders, after considering the information in condition 
5(b)(i)(1) above; including, without limitation:
    (A) Whether the Plan is accomplishing its purpose(s);
    (B) The reasonably foreseeable material effects of the Plan on the 
Fund's long-term total return in relation to the market price and NAV 
of the Fund's common shares; and
    (C) The Fund's current distribution rate, as described in condition 
5(b) above, compared with the Fund's average annual taxable income or 
total return over the 2-year period, as described in condition 5(b), or 
such longer period as the Board deems appropriate; and
    (3) Based upon that determination, will approve or disapprove the 
continuation, or continuation after amendment, of the Plan; and
    (ii) The Board will record the information considered by it, 
including its consideration of the factors listed in condition 
5(b)(i)(2) above, and the basis for its approval or disapproval of the 
continuation, or continuation after amendment, of the Plan in its 
meeting minutes, which must be made and preserved for a period of not 
less than six years from the date of such meeting, the first two years 
in an easily accessible place.

6. Public Offerings

    A Fund will not make a public offering of the Fund's common shares 
other than:
    (a) A rights offering below NAV to holders of the Fund's common 
shares;
    (b) An offering in connection with a dividend reinvestment plan 
merger, consolidation, acquisition, spin off or reorganization of the 
Fund; or
    (c) An offering other than an offering described in conditions 6(a) 
and 6(b) above, provided that, with respect to such other offering:
    (i) The Fund's annualized distribution rate for the six months 
ending on the last day of the month ended immediately prior to the most 
recent distribution record date,\5\ expressed as a percentage of NAV 
per share as of such date, is no more than 1 percentage point greater 
than the Fund's average annual total return for the 5-year period 
ending on such date; \6\ and
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    \5\ If the Fund has been in operation fewer than six months, the 
measured period will begin immediately following the Fund's first 
public offering.
    \6\ If the Fund has been in operation fewer than five years, the 
measured period will begin immediately following the Fund's first 
public offering.
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    (ii) The transmittal letter accompanying any registration statement 
filed with the Commission in connection with such offering discloses 
that the Fund has received an order under section 19(b) to permit it to 
make periodic distributions of long-term capital gains with respect to 
its common stock as frequently as twelve times each year, and as 
frequently as distributions are specified by or determined in 
accordance with the terms of any outstanding preferred shares as such 
Fund may issue.

7. Amendments to Rule 19b-1

    The requested order will expire on the effective date of any 
amendments to rule 19b-1 that provide relief permitting certain closed-
end investment companies to make periodic distributions of long-term 
capital gains with respect to their outstanding common shares as 
frequently as twelve times each year.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-21923 Filed 9-10-09; 8:45 am]
BILLING CODE 8010-01-P