Sunshine Act Meetings, 63361 [2012-25497]
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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:
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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).
VerDate Mar<15>2010
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]
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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]
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[Federal Register Volume 77, Number 200 (Tuesday, October 16, 2012)]
[Notices]
[Page 63361]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-25497]
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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
