Permal Hedge Strategies Fund, et al.;, 63360-63361 [2012-25335]
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63360
Federal Register / Vol. 77, No. 200 / Tuesday, October 16, 2012 / Notices
by 5:30 p.m. on November 2, 2012, and
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: Elizabeth M. Murphy,
Secretary, U.S. Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090;
Applicants, c/o Robert I. Frenkel, Esq.,
Charles Mierzwa,
Legg Mason & Co., LLC, 100 First
Chief of Information Resources Management.
Stamford Place, 6th Floor, Stamford, CT
[FR Doc. 2012–25403 Filed 10–15–12; 8:45 am]
06902.
BILLING CODE 7905–01–P
FOR FURTHER INFORMATION CONTACT:
Emerson S. Davis, Senior Counsel, at
(202) 551–6811 or Daniele Marchesani,
SECURITIES AND EXCHANGE
Branch Chief, at (202) 551–6821
COMMISSION
(Division of Investment Management,
Office of Investment Company
[Investment Company Act Release No. IC–
Regulation).
30228; 812–14011]
SUPPLEMENTARY INFORMATION: The
Permal Hedge Strategies Fund, et al.;
following is a summary of the
Notice of Application
application. The complete application
may be obtained via the Commission’s
October 9, 2012.
Web site by searching for the file
AGENCY: Securities and Exchange
number, or an applicant using the
Commission (‘‘Commission’’).
Company name box, at https://
ACTION: Notice of an application under
section 6(c) of the Investment Company www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Act of 1940 (the ‘‘Act’’) for an
Applicants’ Representations:
exemption from sections 18(c) and 18(i)
1. The Fund is a non-diversified
of the Act.
closed-end management investment
company registered under the Act. The
Summary of Application: Applicants
Fund is organized as a Maryland
request an order to permit certain
statutory trust. The Adviser serves as
registered closed-end management
investment companies to issue multiple investment adviser and the Sub-Adviser
as a subadviser to the Fund. The
classes of shares with varying sales
Distributor, a broker-dealer registered
loads and asset-based distribution and
under the Securities Exchange Act of
service fees.
Applicants: Permal Hedge Strategies
1934 (‘‘1934 Act’’), acts as principal
Fund (‘‘Fund’’), Legg Mason Partners
underwriter for the Funds. The
Fund Advisor, LLC (the ‘‘Adviser’’),
Distributor is an affiliated person, as
Permal Asset Management Inc., (‘‘Subdefined in section 2(a)(3) of the Act, of
Adviser’’ and, together with the
the Adviser and of the Sub-Adviser.
2. The Fund continuously offers its
Adviser, the ‘‘Advisers’’) and Legg
shares (‘‘Shares’’) under the Securities
Mason Investors Services, LLC (the
Act of 1933. The Shares are not offered
‘‘Distributor’’).
Filing Dates: The application was
or traded in a secondary market and are
filed on March 2, 2012, and amended on not listed on any securities exchange or
July 3, 2012. Applicants have agreed to
traded on any over-the counter system.
file an amendment during the notice
Applicants do not expect that any
period, the substance of which is
secondary market will ever develop for
reflected in this notice.
the Shares.
3. The Fund currently offers an initial
Hearing or Notification of Hearing: An
class of Shares (‘‘Initial Class’’) at net
order granting the requested relief will
be issued unless the Commission orders asset value subject to a sales load and
an ongoing asset-based service and
a hearing. Interested persons may
distribution fee and proposes to offer
request a hearing by writing to the
multiple classes of Shares. The Fund
Commission’s Secretary and serving
may offer a new Share class at net asset
applicants with a copy of the request,
value that would not be subject to a
personally or by mail. Hearing requests
front-end sales load or a service and
should be received by the Commission
tkelley on DSK3SPTVN1PROD with NOTICES
Additional Information or Comments:
To request more information or to
obtain a copy of the information
collection justification, forms, and/or
supporting material, contact Dana
Hickman at (312) 751–4981 or
Dana.Hickman@RRB.GOV. Comments
regarding the information collection
should be addressed to Charles
Mierzwa, Railroad Retirement Board,
844 North Rush Street, Chicago, Illinois
60611–2092 or emailed to
Charles.Mierzwa@RRB.GOV. Written
comments should be received within 60
days of this notice.
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16:06 Oct 15, 2012
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distribution fee, but would be subject to
a minimum purchase requirement. The
Fund intends to continue to offer Initial
Class Shares at net asset value subject to
a sales load, a service and distribution
fee, and minimum purchase
requirements. The Fund may in the
future adopt this or another structure
with respect to distribution and service
expenses. The Fund does not plan to
offer exchange privileges.1
4. In order to provide a limited degree
of liquidity to Shareholders, the Funds
may from time to time offer to
repurchase Shares at net asset value in
accordance with rule 13e-4 under the
1934 Act pursuant to written tenders by
shareholders. A Fund will repurchase
Shares at the times, in the amounts and
on the terms as may be determined by
the Board of Trustees (‘‘Board’’) of the
Fund in its sole discretion. The Adviser
expects to recommend ordinarily that
the Board authorize each Fund to offer
to repurchase Shares from Shareholders
quarterly.
5. Applicants request that the order
also apply to any other continuously
offered registered closed-end
management investment companies
existing now or in the future for which
the Advisers, the Distributor, or any
entity controlling, controlled by or
under common control with the Adviser
or the Distributor acts as investment
adviser or principal underwriter, and
which provides periodic liquidity with
respect to its Shares pursuant to rule
13e–4 under the 1934 Act (such
investment companies, together with
the Fund, the ‘‘Funds’’).2
6. Applicants represent that any assetbased service and distribution fees will
comply with the provisions of rule
2830(d) of the Conduct Rules of the
National Association of Securities
Dealers, Inc. (‘‘NASD Conduct Rule
2830’’).3 Applicants also represent that
each Fund will disclose in its
prospectus, the fees, expenses and other
characteristics of each class of Shares
offered for sale by the prospectus as is
required for open-end multiple class
funds under Form N–1A. The Fund will
disclose fund expenses in shareholder
reports as if it were an open-end
management investment company, and
disclose any arrangements that result in
1 The Fund also will not impose either an early
withdrawal charge, or repurchase fee or a
contingent deferred sales charge.
2 Any Fund relying on this relief in the future will
do so in a manner consistent with the terms and
conditions of the application. Applicants represent
that any person presently intending to rely on the
requested relief is listed as an applicant.
3 All references to NASD Conduct Rule 2830
include any successor or replacement rule that may
be adopted by the Financial Industry Regulatory
Authority (‘‘FINRA’’).
E:\FR\FM\16OCN1.SGM
16OCN1
Federal Register / Vol. 77, No. 200 / Tuesday, October 16, 2012 / Notices
breakpoints in, or elimination of, sales
loads.4 The Fund and Distributor will
also comply with any requirements that
may be adopted by the Commission or
FINRA regarding disclosure at the point
of sale and in transaction confirmations
about the costs and conflicts of interest
arising out of the distribution of openend investment company shares, and
regarding prospectus disclosure of sales
loads and revenue sharing arrangements
as if those requirements applied to the
Fund and the Distributor.5
7. All expenses incurred by the Fund
will be allocated among its various
classes of Shares based on the respective
net assets of the Fund attributable to
each class, except that the net asset
value and expenses of each class will
reflect distribution fees, service fees,
and any other incremental expenses of
that class. Expenses of a Fund allocated
to a particular class of Shares will be
borne on a pro rata basis by each
outstanding Share of that class.
Applicants state that each Fund will
comply with the provisions of rule 18f3 under the Act as if it were an openend investment company.
Applicants’ Legal Analysis:
tkelley on DSK3SPTVN1PROD with NOTICES
Multiple Classes of Shares
1. Section 18(c) of the Act provides,
in relevant part, that a closed-end
investment company may not issue or
sell any senior security if, immediately
thereafter, the company has outstanding
more than one class of senior security.
Applicants state that the creation of
multiple classes of Shares of the Funds
may be prohibited by section 18(c).
2. Section 18(i) of the Act provides
that each share of stock issued by a
registered management investment
company will be a voting stock and
have equal voting rights with every
other outstanding voting stock.
Applicants state that permitting
multiple classes of Shares of the Funds
may violate section 18(i) of the Act
because each class would be entitled to
exclusive voting rights with respect to
matters solely related to that class.
4 See Shareholder Reports and Quarterly Portfolio
Disclosure of Registered Management Investment
Companies, Investment Company Act Release No.
26372 (Feb. 27, 2004) (adopting release) (requiring
open-end investment companies to disclose fund
expenses in shareholder reports); and Disclosure of
Breakpoint Discounts by Mutual Funds, Investment
Company Act Release No. 26464 (June 7, 2004)
(adopting release) (requiring open-end investment
companies to provide prospectus disclosure of
certain sales load information).
5 See, e.g., Confirmation Requirements and Point
of Sale Disclosure Requirements for Transactions in
Certain Mutual Funds and Other Securities, and
Other Confirmation Requirement Amendments, and
Amendments to the Registration Form for Mutual
Funds, Investment Company Act Release No. 26341
(Jan. 29, 2004) (proposing release).
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16:06 Oct 15, 2012
Jkt 229001
3. Section 6(c) of the Act provides that
the Commission may exempt any
person, security or transaction or any
class or classes of persons, securities or
transactions from any provision of the
Act, or from any rule under the Act, if
and to the extent such exemption is
necessary or appropriate in the public
interest and consistent with the
protection of investors and the purposes
fairly intended by the policy and
provisions of the Act. Applicants
request an exemption under section 6(c)
from sections 18(c) and 18(i) to permit
the Funds to issue multiple classes of
shares.
4. Applicants submit that the
proposed allocation of expenses and
voting rights among multiple classes is
equitable and will not discriminate
against any group or class of
shareholders. Applicants submit that
the proposed arrangements would
permit a Fund to facilitate the
distribution of its Shares and provide
investors with a broader choice of
shareholder services. Applicants assert
that the proposed closed-end
investment company multiple class
structure does not raise the concerns
underlying section 18 of the Act to any
greater degree than open-end
investment companies’ multiple class
structures that are permitted by rule
18f–3 under the Act.
Applicants’ Condition:
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Applicants will comply with the
provisions of rules 12b–1 and 18f–3
under the Act, as amended from time to
time or replaced, as if those rules
applied to closed-end management
investment companies, and will comply
with the NASD Conduct Rule 2830, as
amended from time to time, as if that
rule applied to all closed-end
management investment companies.
Additionally, to the extent the Fund
may determine to waive, impose
scheduled variations of, or eliminate
sales charges, it will do so consistently
with the requirements of rule 22d–1
under the Act, as amended from time to
time or replaced, as if that rule applied
to closed-end management investment
companies.
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meetings
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Thursday, October 18, 2012 at 2:00
p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Paredes, as duty
officer, voted to consider the items
listed for the Closed Meeting in a closed
session.
The subject matter of the Closed
Meeting scheduled for Thursday,
October 18, 2012 will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
An adjudicatory matter; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact: The Office of the Secretary at
(202) 551–5400.
Dated: October 11, 2012.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2012–25497 Filed 10–12–12; 11:15 am]
BILLING CODE P
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–25335 Filed 10–15–12; 8:45 am]
BILLING CODE 8011–01–P
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]]>Agencies
[Federal Register Volume 77, Number 200 (Tuesday, October 16, 2012)]
[Notices]
[Pages 63360-63361]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25335]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. IC-30228; 812-14011]
Permal Hedge Strategies Fund, et al.; Notice of Application
October 9, 2012.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c)
and 18(i) of the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order to permit
certain registered closed-end management investment companies to issue
multiple classes of shares with varying sales loads and asset-based
distribution and service fees.
Applicants: Permal Hedge Strategies Fund (``Fund''), Legg Mason
Partners Fund Advisor, LLC (the ``Adviser''), Permal Asset Management
Inc., (``Sub-Adviser'' and, together with the Adviser, the
``Advisers'') and Legg Mason Investors Services, LLC (the
``Distributor'').
Filing Dates: The application was filed on March 2, 2012, and
amended on July 3, 2012. Applicants have agreed to file an amendment
during the notice period, the substance of which is reflected in this
notice.
Hearing or Notification of Hearing: An order granting the requested
relief 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 2, 2012, and 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549-1090; Applicants,
c/o Robert I. Frenkel, Esq., Legg Mason & Co., LLC, 100 First Stamford
Place, 6th Floor, Stamford, CT 06902.
FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at
(202) 551-6811 or Daniele Marchesani, 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. The Fund is a non-diversified closed-end management investment
company registered under the Act. The Fund is organized as a Maryland
statutory trust. The Adviser serves as investment adviser and the Sub-
Adviser as a subadviser to the Fund. The Distributor, a broker-dealer
registered under the Securities Exchange Act of 1934 (``1934 Act''),
acts as principal underwriter for the Funds. The Distributor is an
affiliated person, as defined in section 2(a)(3) of the Act, of the
Adviser and of the Sub-Adviser.
2. The Fund continuously offers its shares (``Shares'') under the
Securities Act of 1933. The Shares are not offered or traded in a
secondary market and are not listed on any securities exchange or
traded on any over-the counter system. Applicants do not expect that
any secondary market will ever develop for the Shares.
3. The Fund currently offers an initial class of Shares (``Initial
Class'') at net asset value subject to a sales load and an ongoing
asset-based service and distribution fee and proposes to offer multiple
classes of Shares. The Fund may offer a new Share class at net asset
value that would not be subject to a front-end sales load or a service
and distribution fee, but would be subject to a minimum purchase
requirement. The Fund intends to continue to offer Initial Class Shares
at net asset value subject to a sales load, a service and distribution
fee, and minimum purchase requirements. The Fund may in the future
adopt this or another structure with respect to distribution and
service expenses. The Fund does not plan to offer exchange
privileges.\1\
---------------------------------------------------------------------------
\1\ The Fund also will not impose either an early withdrawal
charge, or repurchase fee or a contingent deferred sales charge.
---------------------------------------------------------------------------
4. In order to provide a limited degree of liquidity to
Shareholders, the Funds may from time to time offer to repurchase
Shares at net asset value in accordance with rule 13e-4 under the 1934
Act pursuant to written tenders by shareholders. A Fund will repurchase
Shares at the times, in the amounts and on the terms as may be
determined by the Board of Trustees (``Board'') of the Fund in its sole
discretion. The Adviser expects to recommend ordinarily that the Board
authorize each Fund to offer to repurchase Shares from Shareholders
quarterly.
5. Applicants request that the order also apply to any other
continuously offered registered closed-end management investment
companies existing now or in the future for which the Advisers, the
Distributor, or any entity controlling, controlled by or under common
control with the Adviser or the Distributor acts as investment adviser
or principal underwriter, and which provides periodic liquidity with
respect to its Shares pursuant to rule 13e-4 under the 1934 Act (such
investment companies, together with the Fund, the ``Funds'').\2\
---------------------------------------------------------------------------
\2\ Any Fund relying on this relief in the future will do so in
a manner consistent with the terms and conditions of the
application. Applicants represent that any person presently
intending to rely on the requested relief is listed as an applicant.
---------------------------------------------------------------------------
6. Applicants represent that any asset-based service and
distribution fees will comply with the provisions of rule 2830(d) of
the Conduct Rules of the National Association of Securities Dealers,
Inc. (``NASD Conduct Rule 2830'').\3\ Applicants also represent that
each Fund will disclose in its prospectus, the fees, expenses and other
characteristics of each class of Shares offered for sale by the
prospectus as is required for open-end multiple class funds under Form
N-1A. The Fund will disclose fund expenses in shareholder reports as if
it were an open-end management investment company, and disclose any
arrangements that result in
[[Page 63361]]
breakpoints in, or elimination of, sales loads.\4\ The Fund and
Distributor will also comply with any requirements that may be adopted
by the Commission or FINRA regarding disclosure at the point of sale
and in transaction confirmations about the costs and conflicts of
interest arising out of the distribution of open-end investment company
shares, and regarding prospectus disclosure of sales loads and revenue
sharing arrangements as if those requirements applied to the Fund and
the Distributor.\5\
---------------------------------------------------------------------------
\3\ All references to NASD Conduct Rule 2830 include any
successor or replacement rule that may be adopted by the Financial
Industry Regulatory Authority (``FINRA'').
\4\ See Shareholder Reports and Quarterly Portfolio Disclosure
of Registered Management Investment Companies, Investment Company
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring
open-end investment companies to disclose fund expenses in
shareholder reports); and Disclosure of Breakpoint Discounts by
Mutual Funds, Investment Company Act Release No. 26464 (June 7,
2004) (adopting release) (requiring open-end investment companies to
provide prospectus disclosure of certain sales load information).
\5\ See, e.g., Confirmation Requirements and Point of Sale
Disclosure Requirements for Transactions in Certain Mutual Funds and
Other Securities, and Other Confirmation Requirement Amendments, and
Amendments to the Registration Form for Mutual Funds, Investment
Company Act Release No. 26341 (Jan. 29, 2004) (proposing release).
---------------------------------------------------------------------------
7. All expenses incurred by the Fund will be allocated among its
various classes of Shares based on the respective net assets of the
Fund attributable to each class, except that the net asset value and
expenses of each class will reflect distribution fees, service fees,
and any other incremental expenses of that class. Expenses of a Fund
allocated to a particular class of Shares will be borne on a pro rata
basis by each outstanding Share of that class. Applicants state that
each Fund will comply with the provisions of rule 18f-3 under the Act
as if it were an open-end investment company.
Applicants' Legal Analysis:
Multiple Classes of Shares
1. Section 18(c) of the Act provides, in relevant part, that a
closed-end investment company may not issue or sell any senior security
if, immediately thereafter, the company has outstanding more than one
class of senior security. Applicants state that the creation of
multiple classes of Shares of the Funds may be prohibited by section
18(c).
2. Section 18(i) of the Act provides that each share of stock
issued by a registered management investment company will be a voting
stock and have equal voting rights with every other outstanding voting
stock. Applicants state that permitting multiple classes of Shares of
the Funds may violate section 18(i) of the Act because each class would
be entitled to exclusive voting rights with respect to matters solely
related to that class.
3. Section 6(c) of the Act provides that the Commission may exempt
any person, security or transaction or any class or classes of persons,
securities or transactions from any provision of the Act, or from any
rule under the Act, if and to the extent such exemption is necessary or
appropriate in the public interest and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act. Applicants request an exemption under section
6(c) from sections 18(c) and 18(i) to permit the Funds to issue
multiple classes of shares.
4. Applicants submit that the proposed allocation of expenses and
voting rights among multiple classes is equitable and will not
discriminate against any group or class of shareholders. Applicants
submit that the proposed arrangements would permit a Fund to facilitate
the distribution of its Shares and provide investors with a broader
choice of shareholder services. Applicants assert that the proposed
closed-end investment company multiple class structure does not raise
the concerns underlying section 18 of the Act to any greater degree
than open-end investment companies' multiple class structures that are
permitted by rule 18f-3 under the Act.
Applicants' Condition:
Applicants agree that any order granting the requested relief will
be subject to the following condition:
Applicants will comply with the provisions of rules 12b-1 and 18f-3
under the Act, as amended from time to time or replaced, as if those
rules applied to closed-end management investment companies, and will
comply with the NASD Conduct Rule 2830, as amended from time to time,
as if that rule applied to all closed-end management investment
companies. Additionally, to the extent the Fund may determine to waive,
impose scheduled variations of, or eliminate sales charges, it will do
so consistently with the requirements of rule 22d-1 under the Act, as
amended from time to time or replaced, as if that rule applied to
closed-end management investment companies.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-25335 Filed 10-15-12; 8:45 am]
BILLING CODE 8011-01-P
