Lazard Global Total Return and Income Fund, Inc., et al.; Notice of Application, 37856-37860 [2010-15887]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 75, Number 125 (Wednesday, June 30, 2010)]
[Notices]
[Pages 37856-37860]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-15887]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29331; File No. 812-13218]


Lazard Global Total Return and Income Fund, Inc., et al.; Notice 
of Application

June 24, 2010.
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 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: Lazard Global Total Return and Income Fund, Inc. 
(``LGI''), Lazard World Dividend & Income Fund, Inc. (``LOR'') (each, a 
``Fund'') and Lazard Asset Management LLC (the ``Investment Adviser'').
    Filing Dates: The application was filed on July 25, 2005 and 
amended on

[[Page 37857]]

July 15, 2009, September 3, 2009, May 5, 2010 and June 8, 2010.
    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 July 20, 2010, 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, 30 Rockefeller Plaza, New 
York, New York 10112-6300, Contact: Brian D. Simon, Esq.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at 
(202) 551-6868, or Julia K. Gilmer, 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 of LGI and LOR is a closed-end management investment 
company registered under the Act.\1\ LGI's investment objective is 
total return, consisting of capital appreciation and income. LOR's 
investment objective is total return through a combination of 
dividends, income and capital appreciation. The common shares issued by 
LGI and LOR are listed on the NYSE. As of the date of the application, 
LGI and LOR did not intend to issue any shares of preferred stock. 
Applicants believe that the shareholders of LGI and LOR are generally 
conservative, dividend-sensitive investors who desire current income 
periodically.
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    \1\ All existing registered closed-end investment companies that 
currently intend to rely on the requested order are named as 
applicants. Applicants request that the order also apply to each 
registered closed-end investment company that in the future is 
advised by the Investment Adviser (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 the Investment Adviser. Any closed-end investment company that 
relies on the requested order in the future will comply with the 
terms and conditions of the order and will satisfy each of the 
representations in the application except that such representations 
will be made in respect of actions by the board of trustees or 
directors of such future fund and will be made at a future time. 
LGI, LOR and as the context requires, such future funds, are 
collectively referred to as the ``Funds'' and separately as a 
``Fund''. A successor in interest is limited to an entity that 
results from a reorganization into another jurisdiction or a change 
in the type of business organization.
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    2. The Investment Adviser, a subsidiary of Lazard Fr[egrave]res & 
Co., is registered as an investment adviser under the Investment 
Advisers Act of 1940. The Investment Adviser serves as investment 
adviser to LGI and LOR.
    3. Applicants state that on June 2, 2009 and August 20, 2009, 
respectively, the boards of directors of LGI and LOR (each, a 
``Board''), including a majority of the members of each Board who are 
not ``interested persons'' as defined in section 2(a)(19) of the Act 
(the ``Independent Directors''), reviewed information regarding the 
purpose and terms of a proposed distribution policy, the relationship 
between LGI's or LOR's distribution rate on its common shares under the 
policy and its total return (in relation to net asset value per share), 
whether the rate of distribution would exceed LGI's or LOR's expected 
total return in relation to its net asset value per share and any 
reasonably foreseeable material effects of such policy on LGI's or 
LOR's long-term total return (in relation to market price and net asset 
value per share). Applicants state that the Independent Directors of 
LGI and LOR also considered what conflicts of interest the Investment 
Adviser and the affiliated persons of the Investment Adviser and LGI 
and LOR might have with respect to the adoption or implementation of 
such policy. Applicants further state that after considering such 
information, the Board, including the Independent Directors, approved a 
distribution policy with respect to each of LGI's and LOR's common 
shares (each a ``Plan'') and determined that such Plan is in the best 
interests of each respective Fund's common shareholders.
    4. Applicants state that the purpose of LGI's and LOR's Plans is to 
make fixed periodic distributions to provide steady cash flow to LGI's 
and LOR's shareholders. Under each Plan, each of LGI and LOR would 
distribute to its respective common shareholders a periodic, level 
distribution as frequently as monthly, based on a fixed amount per 
share, a fixed percentage of market price or a fixed percentage of the 
Fund's net asset value per common share, any of which may be adjusted 
from time to time. Applicants state that the minimum annual 
distribution rate with respect to LGI's and LOR's common stock would be 
independent of performance during any particular period but would be 
expected to correlate with such Fund's performance over time. 
Applicants further explain that each distribution on the common shares 
would be at the stated rate then in effect, 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 (``Code'') 
for the calendar year.
    5. Prior to a Fund relying on the Order, the Fund's Board, 
including a majority of its Independent Directors, will adopt policies 
and procedures under rule 38a-1 under the Act that (a) are reasonably 
designed to ensure that all notices sent to the Fund's shareholders 
pursuant to section 19(a) of the Act, rule 19a-1 under the Act and 
condition IV below (each a ``19(a) Notice'') include the disclosure 
required by rule 19a-1 under the Act and by condition II.A. below, and 
that all other written communications by the Fund or its agents 
regarding distributions under the Fund's Plan include the disclosure 
required by condition III.A. below and (b) that require each Fund to 
keep records that demonstrate its compliance with all of the conditions 
of the requested 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 every twelve months. 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, in relevant part, that the Commission may 
exempt any person or transaction from any provision of the Act to the 
extent that such exemption is necessary or

[[Page 37858]]

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 the 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 also state that the same information is, or will 
be, 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 who received distributions during a particular year 
(including shareholders who have sold shares 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 19(a) 
Notices and disclosures are sent to shareholders. Applicants argue that 
rule 19a-1, the Plans and the compliance policies would ensure that 
each Fund's shareholders are 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 each Fund's compliance procedures and 
condition III 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 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 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 NAV. Applicants believe that this discount may be 
reduced if the Fund is 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 Plan 
actually could have an 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 assert that the limitation on the number of capital 
gain distributions that a fund may make with respect to any one year 
imposed by 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. Applicants also assert that rule 19b-1 may force fixed regular 
periodic distributions under a periodic distribution plan 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 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 periodic distribution plan, or to retain and pay taxes on the 
anomalous excess amount. Applicants 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 seeks to qualify as a regulated investment 
company under the Code and 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

[[Page 37859]]

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 the provisions of section 19(b) and rule 19b-1 to permit 
each Fund to make periodic capital gain distributions (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 the order of the Commission granting the 
requested relief will be subject to the following conditions:
    I. 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.
    II. 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 section19(a) and rule 19a-1:
    1. Will provide, in a tabular or graphical format:
    (a) 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;
    (b) 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;
    (c) 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
    (d) 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
    2. Will include the following disclosure:
    (a) ``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'';
    (b) ``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 condition II.A.2.(b) 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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    (c) ``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:
    1. Describe the terms of the Plan (including the fixed amount or 
fixed percentage of the distributions and the frequency of the 
distributions);
    2. Include the disclosure required by condition II.A.2.(a) above;
    3. 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
    4. 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 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.
    III. Disclosure to Shareholders, Prospective Shareholders and Third 
Parties: A. Each Fund will include the information contained in the 
relevant 19(a) Notice, including the disclosure required by condition 
II.A.2 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 
II.A.2 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 II.A.2 above, 
and will maintain such information on such Web site for at least 24 
months.
    IV. Delivery of 19(a) Notices to Beneficial Owners: If a broker, 
dealer, bank or other person (``financial intermediary'') holds common 
stock

[[Page 37860]]

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.
    V. Additional Board Determinations for Funds Whose Shares Trade at 
a Premium: If: A. A Fund's common shares have traded on the 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-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:
    1. 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:
    (a) 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;
    (b) Will determine whether continuation, or continuation after 
amendment, of the Plan 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 V.B.1.(a) 
above; including, without limitation:
    (1) Whether the Plan is accomplishing its purpose(s);
    (2) 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
    (3) The Fund's current distribution rate, as described in condition 
V.B above, compared with the Fund's average annual taxable income or 
total return over the 2-year period, as described in condition V.B, or 
such longer period as the Board deems appropriate; and
    (c) Based upon that determination, will approve or disapprove the 
continuation, or continuation after amendment, of the Plan; and
    2. The Board will record the information considered by it, 
including its consideration of the factors listed in condition 
V.B.1.(b) 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.
    VI. 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 VI.A 
and VI.B above, provided that, with respect to such other offering:
    1. 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 
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; \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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    2. 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 that such 
Fund may issue.
    VII. 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 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. 2010-15887 Filed 6-29-10; 8:45 am]
BILLING CODE 8010-01-P