Neuberger Berman Management LLC, et al.; Notice of Application, 53786-53790 [E9-25137]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 74, Number 201 (Tuesday, October 20, 2009)]
[Notices]
[Pages 53786-53790]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-25137]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28945; File No. 812-13086-05]


Neuberger Berman Management LLC, et al.; Notice of Application

October 14, 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 management investment companies to make periodic 
distributions of long-term capital gains with respect to their 
outstanding common stock as frequently as monthly in any taxable year, 
and as frequently as distributions are specified by or in accordance 
with the terms of any outstanding preferred stock that such investment 
companies may issue.

Applicants: Neuberger Berman Management LLC (``NB Management''), and 
Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman Income 
Opportunity Fund Inc., and Neuberger Berman Real Estate Securities 
Income Fund Inc. (collectively, the ``Current Funds'').

Filing Dates: The application was filed on May 18, 2004 and amended on 
June 5, 2007, October 28, 2008, January 22, 2009, January 26, 2009, May 
15, 2009 and October 13, 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 by 5:30 
p.m. on November 9, 2009, and

[[Page 53787]]

should be accompanied by proof of service on the 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, c/o Andrew B. 
Allard, Neuberger Berman, LLC, 605 Third Avenue, 21st Floor, New York, 
New York 10158-3698.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Jennifer L. Sawin, 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 an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. Each Current Fund is a registered closed-end management 
investment company organized as a Maryland corporation.\1\ The common 
stock (``common shares'') of the Current Funds are listed and traded on 
the American Stock Exchange. The Current Funds have also issued either 
private preferred shares or auction market preferred shares 
(collectively, ``preferred shares''). Applicants believe that the 
shareholders of each Current Fund are generally dividend-sensitive 
investors who desire current income periodically and may favor a fixed 
distribution policy.
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    \1\ Applicants request that any order issued granting the relief 
requested in the application also apply to any registered closed-end 
investment company currently advised or to be advised in the future 
by NB Management (including any successor in interest) or by an 
entity controlling, controlled by or under common control (within 
the meaning of section 2(a)(9) of the Act) with NB Management (such 
entities, together with NB Management, the ``Investment Advisers'') 
that decides in the future to rely on the requested relief. Any fund 
that relies on the requested order will comply with the terms and 
conditions of the application (such investment companies together 
with the Current Funds, the ``Funds,'' and with the Investment 
Advisers, the ``Applicants''). 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. All existing Funds 
currently intending to rely on the requested order have been named 
as Applicants.
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    2. NB Management serves as each Current Fund's investment manager 
and administrator. Neuberger Berman LLC (``Neuberger Berman'') serves 
as a sub-adviser to each Current Fund. Neuberger Berman Fixed Income 
LLC (``NBFI'') also serves as a sub-adviser to NBIO. NB Management, 
Neuberger Berman and NBFI are registered as investment advisers under 
the Investment Advisers Act of 1940, as amended (``Advisers Act''). 
Each future Investment Adviser will be registered under the Advisers 
Act.
    3. Applicants represent that the board of directors (each, a 
``Board'' and collectively, ``Boards'') of each Current Fund, including 
a majority of the directors who are not ``interested persons,'' as 
defined in section 2(a)(19) of the Act (``Independent Directors''), of 
the respective Current Fund requested and evaluated, and NB Management 
furnished, such information as was reasonably necessary to make an 
informed determination on whether the Board should adopt and implement 
a proposed distribution policy (``Distribution Policy'') for that 
Current Fund. The Board considered, among other things: (i) The purpose 
and terms of the Distribution Policy; (ii) any potential or actual 
conflicts of interest that NB Management, any affiliated person of NB 
Management, or any other affiliated person of the respective Current 
Fund may have relating to the adoption or implementation of the 
Distribution Policy; (iii) whether the rate of distribution under the 
Distribution Policy will exceed the Current Fund's expected total 
return based on net asset value per common share (``NAV''); and (iv) 
any reasonably foreseeable material effects of the Distribution Policy 
on the Fund's long-term total return based on market price and NAV. 
Applicants state that, after considering such information, the Board, 
including the Independent Directors, determined that adoption and 
implementation of the Distribution Policy would be consistent with the 
Current Fund's investment objective(s) and policies and in the best 
interests of the Current Fund and its shareholders.
    4. Applicants state that the purpose of a Fund's Distribution 
Policy is to permit that Fund to provide shareholders with periodic 
fixed cash dividends that approximate the character of income that the 
Fund receives throughout the year. Each Fund's Distribution Policy 
provides for periodic level distributions with respect to outstanding 
common shares based upon a fixed amount per share, a fixed percentage 
of market price or a fixed percentage of NAV. The Distribution Policy 
will allow distributions to be made without significant restrictions 
due to the timing of realization of capital gains. Applicants state 
that the Distribution Policy will allow the Fund to pay realized long-
term capital gains as part of its periodic distributions rather than 
forcing the distributions to be funded with returns of capital (when 
net investment income and realized net short-term capital gains are 
insufficient to cover the fixed distribution amount). The Distribution 
Policy will provide investors with the potential for a more tax-
efficient return on their investment in the Fund. Applicants state that 
if a Fund's net investment income and net realized capital gains for 
any year exceed the amount required to be distributed under the 
Distribution Policy, the Fund will at a minimum make distributions 
necessary to comply with the distribution requirements of Subchapter M 
of the Internal Revenue Code of 1986 (``Code'').
    5. Prior to relying on the order and implementing the Distribution 
Policy in the future, the Board of each Fund will approve and adopt 
policies and procedures under rule 38a-1 under the Act that: (i) 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 under the Act and by condition 
2(a) below, and that all other written communications by the Fund or 
its agents, described in condition 3(a) below, about the distributions 
under the Distribution Policy include the disclosure required by 
condition 3(a) below; and (ii) require the 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) of the Act generally makes it unlawful for any 
registered investment company to make long-term capital gains 
distributions more than once every twelve months. Rule 19b-1 under the 
Act 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 total amount distributed for the year,

[[Page 53788]]

plus one additional capital gain dividend made in whole or in part to 
avoid the excise tax under section 4982 of the Code.
    2. Section 6(c) of the Act 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 distributions (or the confirmation of the 
reinvestment thereof) estimated to be sourced in part from capital 
gains or capital be accompanied by a separate statement showing the 
sources of the distribution (e.g., estimated net income, net short-term 
capital gains, net long-term capital gains and/or return of capital). 
Applicants state that the same information is included in the annual 
reports of each Current Fund sent to its shareholders and on the IRS 
Form 1099-DIV, which is sent to each common and preferred shareholder 
who received distributions during a particular year.
    4. Applicants further state that each of the Funds will make the 
additional disclosures required by the conditions set forth below, and 
each of them will adopt 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 Distribution Policy and the compliance policies 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 and realized capital gains to date, and 
may not represent yield or investment return. Accordingly, Applicants 
assert that continuing to subject the Funds to section 19(b) and rule 
19b-1 would afford shareholders no extra protection.
    5. Applicants assert that section 19(b) and rule 19b-1 also were 
intended to prevent certain improper 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 the 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 periodic distributions, any buildup of large end-of-
the-year distributions.
    6. Applicants 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 long-term capital gain.
    7. Applicants assert that the application of rule 19b-1 to a 
Distribution Policy actually could have an undesirable 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 assert that by limiting the 
number of capital gain distributions that a fund may make with respect 
to any one year, rule 19b-1 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 
periodic distributions that may include such capital gains under the 
rule.
    8. In addition, Applicants assert that rule 19b-1 may cause 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 
undistributed 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 
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 that 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 share 
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 shares to comply with Revenue Ruling 
89-81.
    10. Applicants assert the potential abuses addressed by section 
19(b) and rule 19b-1do not arise with respect to preferred shares 
issued by a closed-end fund. Applicants assert that such distributions 
are either fixed, determined in periodic auctions, or determined by 
reference to short-term interest rates rather than by reference to 
performance of the issuer, and Revenue Ruling 89-81 determines the 
proportion of such distributions that are comprised of long-term 
capital gains.
    11. Applicants also submit that the ``selling the dividend'' 
concern is not applicable to preferred shares, which entitles a holder 
to no more than a

[[Page 53789]]

periodic dividend at a fixed rate or a rate determined by the market, 
and, like a debt security, is priced based upon its liquidation 
preference, dividend rate, credit quality, and frequency of payment. 
Applicants assert that investors buy preferred shares for the express 
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 the provisions of 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) that 
include long-term capital gains 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.

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:
    The 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-1(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 the Fund's 
common shares, in addition to the information required by section 19(a) 
and rule 19a-1:
    (i) Will provide, in a tabular or graphical format:
    (1) The amount of the distribution, on a per common share basis, 
together with the amounts of such distribution amount, on a per common 
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 common share basis, together with the amounts of such cumulative 
amount, on a per common 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 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 
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 Distribution Policy'';
    (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' ''; \3\ and
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    \3\ 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 Distribution Policy (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 Distribution Policy provides 
that the Board may amend or terminate the Distribution Policy at any 
time without prior notice to Fund shareholders; and
    (iv) Describe any reasonably foreseeable circumstances that might 
cause the Fund to terminate the Distribution Policy and any reasonably 
foreseeable consequences of such termination; and
    (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 Shareholders, Prospective Shareholders and Third 
Parties:
    (a) The 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 Distribution Policy or distributions under the 
Distribution Policy by the Fund, or agents that the Fund has authorized 
to make such communication on the Fund's behalf, to any Fund common 
shareholder, prospective common shareholder or third-party information 
provider;
    (b) The Fund will issue, contemporaneously with the issuance of any 
19(a) Notice, a press release containing the information in the 19(a) 
Notice and will 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

[[Page 53790]]

    (c) The Fund will post prominently a statement on its (or its 
Investment Adviser's) Web site containing the information in each 19(a) 
Notice, including the disclosure required by condition 2(a)(ii) above, 
and 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 the 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. Special Board Review for Funds Whose Common Stock Trades at a 
Premium. If:
    (a) The 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 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) The 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 Directors:
    (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 Distribution Policy should be 
continued or continued after amendment;
    (2) Will determine whether continuation, or continuation after 
amendment, of the Distribution Policy is consistent with the Fund's 
investment objective(s) and policies and 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 Distribution Policy is accomplishing its 
purpose(s);
    (B) The reasonably foreseeable material effects of the Distribution 
Policy on the Fund's long-term total return in relation to the market 
price and NAV; 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 Distribution 
Policy; 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 Distribution 
Policy 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: The 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,\4\ expressed as a percentage of NAV 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; \5\ and
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    \4\ If the Fund has been in operation fewer than six months, the 
measured period will begin immediately following the Fund's first 
public offering.
    \5\ 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 shares 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 amendment to rule 19b-1 that provides 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. E9-25137 Filed 10-19-09; 8:45 am]
BILLING CODE 8011-01-P