Pioneer Diversified High Income Trust, et al.; Notice of Application, 54601-54605 [E9-25422]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 74, Number 203 (Thursday, October 22, 2009)]
[Notices]
[Pages 54601-54605]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-25422]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28947; File No. 812-13432-02]


Pioneer Diversified High Income Trust, et al.; Notice of 
Application

October 16, 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 
closed-end investment companies to make periodic distributions of long-
term capital gains with respect to their outstanding common stock as 
frequently as monthly in any one 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: Pioneer Diversified High Income Trust, Pioneer Floating 
Rate Trust, Pioneer High Income Trust (collectively, the ``Current 
Funds'') and Pioneer Investment Management, Inc. (``PIM'').

DATES:  Filing Dates: The application was filed on October 2, 2007 and 
amended on October 31, 2008, June 4, 2009 and October 14, 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 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, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090; Applicants, PIM, 60 State Street, 
Boston, Massachusetts 02109-1820.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at 
(202) 551-6873, or Marilyn Mann, 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. Each Current Fund is a registered closed-end management 
investment company organized as a Delaware statutory trust. Each 
Current Fund (other than Pioneer Diversified High Income Trust) has 
outstanding one class of common stock and three series of preferred 
stock. Pioneer Diversified High Income Trust has outstanding one class 
of common stock. Applicants believe that the shareholders of the 
Current Funds may prefer an investment vehicle that provides regular/
monthly distributions and a steady cash flow through a fixed 
distribution policy. Applicants request that the order apply to any 
registered closed-end investment company that in the future is advised 
by PIM (including any successor in

[[Page 54602]]

interest) \1\ or by an entity controlling, controlled by, or under 
common control (within the meaning of section 2(a)(9) of the Act) with 
PIM (any such entity or PIM, the ``Investment Adviser'') (such 
investment companies, the ``Future Funds,'' and together with the 
Current Funds, the ``Funds'').\2\
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    \1\ 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.
    \2\ All existing registered closed-end investment companies that 
currently intend to rely on the requested order are named as 
applicants. Any Future Fund that relies on the order in the future 
will comply with the terms and conditions of the order.
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    2. PIM is registered as an investment adviser under the Investment 
Advisers Act of 1940. PIM is an indirect wholly-owned subsidiary of 
UniCredit S.p.A, an Italian banking company and global services 
organization.
    3. Applicants represent that prior to relying on the requested 
order, the board of trustees (the ``Board'') of a Fund, including a 
majority of the Board members who are not ``interested persons'' of 
such Fund as defined in section 2(a)(19) of the Act (the ``Independent 
Trustees''), shall have requested and considered, and the Investment 
Adviser shall have provided, information regarding the purpose and 
terms of a proposed distribution policy, the likely effects of such 
distribution policy on the Fund's long-term total return (in relation 
to market price and net asset value (``NAV'') per common share) and the 
relationship between the Fund's distribution rate on its common shares 
under the distribution policy and the Fund's total return (in relation 
to NAV per share). Applicants state that the Independent Trustees of 
each Fund also shall have considered what conflicts of interest the 
Investment Adviser and the affiliated persons of the Investment Adviser 
and each Fund might have with respect to the adoption or implementation 
of such distribution policy. Applicants further state that after 
considering such information the Board, including the Independent 
Trustees, of each Fund shall approve a distribution policy with respect 
to each Fund's common shares (a ``Plan'') and shall determine that Plan 
is consistent with the relevant Fund's investment objectives and in the 
best interests of such Fund's common shareholders.
    4. Applicants state that the purpose of each Plan would be to 
permit a Fund to distribute, over the course of each year, through 
periodic distributions as nearly equal as practicable and any required 
special distributions, an amount closely approximating the total 
taxable income of the Fund during such year and, if so determined by 
its Board, all or a portion of the returns of capital paid by portfolio 
companies to the Fund during such year. Applicants represent that the 
Fund would distribute to its common shareholders a fixed monthly 
percentage of the market price of the Fund's common shares at a 
particular point in time or a fixed monthly percentage of NAV at 
particular time or a fixed monthly amount under the Plan, any of which 
percentage or amount may be adjusted from time to time. Applicants 
state that the minimum annual distribution rate with respect to a 
Fund's common shares under each Plan 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 each distribution on the common stock would be at the stated rate 
then in effect, except for extraordinary distributions and potential 
increases or decreases in the final distribution 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 (the ``Code'') for the calendar year. 
Applicants expect that over time the distributions with respect to a 
Fund's common shares would correlate with that Fund's total return 
plus, if applicable, distributions of capital received from such Fund's 
portfolio companies.
    5. Applicants represent that, prior to the implementation of a 
Plan, the Board of each Fund shall adopt policies and procedures under 
rule 38a-1 under the Act that are reasonably designed to ensure that 
all notices sent to shareholders with distributions under the Plan 
(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 a Fund or its agents regarding distributions under 
the Plan include the disclosure required by condition 3(a) below. 
Applicants state that the Board of each Fund also will adopt policies 
and procedures that require the Fund to keep records that demonstrate 
the Fund's compliance with all of the terms and conditions of the 
requested order and that are necessary for each 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 total 
amount distributed for the year, 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) 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 or of any 
rule under 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 underlying section 
19(b) and rule 19b-1 is that shareholders might be unable to 
distinguish between regular 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 Current Fund's annual report to 
shareholders and on its 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 Fund 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 to ensure that all required notices and disclosures are sent 
to shareholders. Applicants argue that by providing the information 
required by section 19(a) and rule 19a-1, the Plan, and the compliance 
policies and procedures in accordance with rule 38-1, each Fund will 
ensure that the Fund's shareholders are provided sufficient information 
to understand that their periodic distributions are not tied to the 
Fund's

[[Page 54603]]

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 each Fund's 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 extra protection.
    5. Applicants note 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 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 distribution, 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 also note that common shares of closed-end funds 
often trade in the marketplace at a discount to the funds' NAV. 
Applicants believe that this discount may be reduced for the Funds if 
they 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 a Plan 
actually could have an undesirable influence on portfolio management 
decisions. Applicants state that, in the absence of an exemption from 
rule 19b-1, the implementation 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 gains distributions that a fund may make with respect to any 
one year imposed by rule 19b-1, may prevent the 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 under a periodic distribution plan to be 
funded with returns of capital \3\ (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 could 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 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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    \3\ 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 stock and preferred stock 
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 
stock issued by a closed-end fund. Applicants assert that such 
distributions are fixed or determined in periodic auctions 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 the long-term capital gains.
    11. Applicants also submit that the ``selling the dividend'' 
concern is not applicable to preferred stock, which entitles a holder 
to no more than a periodic dividend at a fixed rate or the rate 
determined by the market, and, like a debt security, is priced based 
upon its 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 under section 6(c) granting an 
exemption from section 19(b) and rule 19b-1 to permit each Fund to make 
periodic capital gains 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 its preferred shares.

Applicants' Conditions

    Applicants agree that any order 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 to the order, 
and (ii) a Material Compliance Matter, as defined in rule 38a-1(e)(2) 
under the Act, has occurred with respect to compliance with 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:

[[Page 54604]]

    (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 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; 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 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, 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
    (c) The 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 stock 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. Additional Board Determinations for Funds Whose Shares Trade 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 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) 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-

[[Page 54605]]

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

    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,\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 for less than six months, 
the measured period will begin immediately following the Fund's 
first public offering.
    \6\ If the Fund has been in operation for less 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 stock 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 stock 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. E9-25422 Filed 10-21-09; 8:45 am]
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