American Pension Investors Trust, et al.; Notice of Application, 3890-3895 [2014-01256]
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Federal Register / Vol. 79, No. 15 / Thursday, January 23, 2014 / Notices
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–01255 Filed 1–22–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
30885; 812–14181]
American Pension Investors Trust, et
al.; Notice of Application
January 16, 2014.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) for exemptions from sections
12(d)(1)(A), (B), and (C) of the Act,
under sections 6(c) and 17(b) of the Act
for an exemption from section 17(a) of
the Act, and under section 6(c) of the
Act for an exemption from rule 12d1–
2(a) under the Act.
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AGENCY:
SUMMARY OF THE APPLICATION:
Applicants request an order that would
(a) permit certain registered open-end
management investment companies that
operate as ‘‘funds of funds’’ to acquire
shares of certain registered open-end
management investment companies,
registered closed-end management
investment companies, ‘‘business
development companies,’’ as defined by
section 2(a)(48) of the Act, and
registered unit investment trusts that are
within or outside the same group of
investment companies as the acquiring
investment companies and (b) permit
certain registered open-end management
investment companies relying on rule
12d1–2 under the Act to invest in
certain financial instruments.
APPLICANTS: American Pension
Investors Trust (‘‘Trust’’’) and Yorktown
Management & Research Company, Inc.
(‘‘Adviser’’).
DATES: Filing Dates: The application was
filed on July 19, 2013 and amended on
November 21, 2013.
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 February 10, 2014, and
should be accompanied by proof of
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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: Elizabeth M. Murphy,
Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090. Adviser
and Trust, 2303 Yorktown Avenue,
Lynchburg, VA 24501.
FOR FURTHER INFORMATION CONTACT: Jaea
F. Hahn, Senior Counsel, (202) 551–
6870, or Mary Kay Frech, Branch Chief,
at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
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. The Trust is an open-end
management company registered under
the Act and organized as a
Massachusetts business trust. The Trust
has multiple series which pursue
distinct investment objectives and
strategies.1
2. The Adviser, a Delaware limited
liability company, is a registered
investment adviser under the
Investment Advisers Act of 1940 and
serves as the investment adviser to each
of the Funds of Funds (as defined
below).2
3. Applicants request relief to the
extent necessary to permit: (a) A Fund
that operates as a ‘‘fund of funds’’ (each,
a ‘‘Fund of Funds,’’ and collectively, the
‘‘Funds of Funds’’) to acquire shares of
registered open-end management
1 Applicants request that the order apply to each
existing and each future series of the Trust, and to
each existing and future registered open-end
management investment company or series thereof
which is advised by the Adviser or any entity
controlling, controlled by or under common control
with the Adviser and which is part of the ‘‘same
group of investment companies’’ (as defined in
section 12(d)(1)(G)(ii) of the Act) as the Trust (each
a ‘‘Fund’’ and collectively, ‘‘Funds’’). All entities
that currently intend to rely on the requested order
are named as applicants. Any other entity that relies
on the order in the future will comply with the
terms and conditions of the application.
2 All references to the term ‘‘Adviser’’ include
successors-in-interest to the Adviser. A successorin-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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investment companies (each an
‘‘Unaffiliated Open-End Investment
Company’’), registered closed-end
management investment companies,
‘‘business development companies’’ as
defined by section 2(a)(48) of the Act
(‘‘business development companies’’)
(each registered closed-end management
investment company and each business
development company, an ‘‘Unaffiliated
Closed-End Investment Company’’ and,
together with the Unaffiliated Open-End
Investment Companies, the
‘‘Unaffiliated Investment Companies’’),
and registered unit investment trusts
(‘‘UITs’’) (the ‘‘Unaffiliated Trusts,’’ and
together with the Unaffiliated
Investment Companies, the
‘‘Unaffiliated Funds’’), in each case, that
are not part of the same ‘‘group of
investment companies’’ as the Funds of
Funds; 3 (b) the Unaffiliated Funds, their
principal underwriters and any broker
or dealer registered under the Securities
Exchange Act of 1934 (the ‘‘1934 Act’’)
(‘‘Broker’’) to sell shares of such
Unaffiliated Funds to the Funds of
Funds; (c) the Funds of Funds to acquire
shares of other registered investment
companies, including open-end
management investment companies and
series thereof, closed-end management
investment companies and UITs, as well
as business development companies (if
any), in the same group of investment
companies as the Funds of Funds
(collectively, the ‘‘Affiliated Funds,’’
and, together with the Unaffiliated
Funds, the ‘‘Underlying Funds’’); 4 and
(d) the Affiliated Funds, their principal
underwriters and any Broker to sell
shares of the Affiliated Funds to the
3 For purposes of the request for relief, the term
‘‘group of investment companies’’ means any two
or more registered investment companies, including
closed-end investment companies, that hold
themselves out to investors as related companies for
purposes of investment and investor services.
4 Certain of the Underlying Funds may be
registered under the Act as either UITs or open-end
management investment companies and have
obtained exemptions from the Commission
necessary to permit their shares to be listed and
traded on a national securities exchange at
negotiated prices and, accordingly, to operate as
exchange-traded funds (collectively, ‘‘ETFs’’ and
each, an ‘‘ETF’’). In addition, certain of the
Underlying Funds currently pursue, or may in the
future pursue, their investment objectives through
a master-feeder arrangement in reliance on section
12(d)(1)(E) of the Act. In accordance with condition
11, a Fund of Funds may not invest in an
Underlying Fund that operates as a feeder fund
unless the feeder fund is part of the same ‘‘group
of investment companies’’ as its corresponding
master fund or the Fund of Funds. If a Fund of
Funds invests in an Affiliated Fund that operates
as a feeder fund and the corresponding master fund
is not within the same ‘‘group of investment
companies’’ as the Fund of Funds and Affiliated
Fund, the master fund would be an Unaffiliated
Fund for purposes of the application and its
conditions.
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Funds of Funds.5 Applicants also
request an order under sections 6(c) and
17(b) of the Act to exempt applicants
from section 17(a) to the extent
necessary to permit Underlying Funds
to sell their shares to Funds of Funds
and redeem their shares from Funds of
Funds.6
4. Applicants also request an
exemption under section 6(c) from rule
12d1–2 under the Act to permit any
existing or future Fund that relies on
section 12(d)(1)(G) of the Act (‘‘Same
Group Investing Funds’’) and that
otherwise complies with rule 12d1–2
under the Act, to also invest, to the
extent consistent with its investment
objective(s), policies, strategies and
limitations, in other financial
instruments that may not be securities
within the meaning of section 2(a)(36) of
the Act (‘‘Other Investments’’).
Applicants’ Legal Analysis
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A. Section 12(d)(1)
1. Section 12(d)(1)(A) of the Act, in
relevant part, prohibits a registered
investment company from acquiring
shares of an investment company if the
securities represent more than 3% of the
total outstanding voting stock of the
acquired company, more than 5% of the
total assets of the acquiring company,
or, together with the securities of any
other investment companies, more than
10% of the total assets of the acquiring
company. Section 12(d)(1)(B) of the Act
prohibits a registered open-end
investment company, its principal
underwriter, and any Broker from
selling the investment company’s shares
to another investment company if the
sale will cause the acquiring company
to own more than 3% of the acquired
company’s voting stock, or if the sale
will cause more than 10% of the
acquired company’s voting stock to be
owned by investment companies
generally. Section 12(d)(1)(C) prohibits
an investment company from acquiring
any security issued by a registered
closed-end investment company if such
acquisition would result in the
acquiring company, any other
investment companies having the same
investment adviser, and companies
5 Applicants state that they do not believe that
investments in business development companies
present any particular considerations or concerns
that may be different from those presented by
investments in registered closed-end investment
companies.
6 Applicants note that a Fund of Funds will
purchase and sell shares of an Underlying Fund
that is a closed-end fund through secondary market
transactions at market prices rather than through
principal transactions with the closed-end fund.
Accordingly, applicants are not requesting section
17(a) relief with respect to principal transactions
with closed-end funds.
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controlled by such investment
companies, collectively, owning more
than 10% of the outstanding voting
stock of the registered closed-end
investment company.
2. Section 12(d)(1)(J) 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 section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Applicants request an exemption under
section 12(d)(1)(J) of the Act from the
limitations of sections 12(d)(1)(A), (B)
and (C) to the extent necessary to
permit: (i) The Funds of Funds to
acquire shares of Underlying Funds in
excess of the limits set forth in section
12(d)(1)(A) and (C) of the Act; and (ii)
the Underlying Funds, their principal
underwriters and any Broker to sell
shares of the Underlying Funds to the
Funds of Funds in excess of the limits
set forth in section 12(d)(1)(B) of the
Act.
3. Applicants state that the proposed
arrangement will not give rise to the
policy concerns underlying sections
12(d)(1)(A), (B), and (C), which include
concerns about undue influence by a
fund of funds over underlying funds,
excessive layering of fees, and overly
complex fund structures. Accordingly,
applicants believe that the requested
exemption is consistent with the public
interest and the protection of investors.
4. Applicants submit that the
proposed structure will not result in the
exercise of undue influence by a Fund
or its affiliated persons over the
Underlying Funds. To limit the control
a Fund of Funds or Fund of Funds
Affiliate 7 may have over an Unaffiliated
Fund, applicants propose a condition
prohibiting the Adviser and any person
controlling, controlled by or under
common control with the Adviser, and
any investment company and any issuer
that would be an investment company
but for section 3(c)(1) or section 3(c)(7)
of the Act advised or sponsored by the
Adviser or any person controlling,
controlled by or under common control
with the Adviser (collectively, the
‘‘Advisory Group’’) from controlling
(individually or in the aggregate) an
Unaffiliated Fund within the meaning of
section 2(a)(9) of the Act. The same
7 A ‘‘Fund of Funds Affiliate’’ is the Adviser, any
Subadviser, promoter or principal underwriter of a
Fund of Funds, as well as any person controlling,
controlled by or under common control with any
of those entities. An ‘‘Unaffiliated Fund Affiliate’’
is an investment adviser(s), sponsor, promoter or
principal underwriter of any Unaffiliated Fund or
any person controlling, controlled by or under
common control with any of those entities.
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prohibition would apply to any other
investment adviser within the meaning
of section 2(a)(20)(B) of the Act to a
Fund of Funds (‘‘Subadviser’’) and any
person controlling, controlled by or
under common control with the
Subadviser, and any investment
company or issuer that would be an
investment company but for section
3(c)(1) or 3(c)(7) of the Act (or portion
of such investment company or issuer)
advised or sponsored by the Subadviser
or any person controlling, controlled by
or under common control with the
Subadviser (collectively, the
‘‘Subadvisory Group’’).
5. With respect to closed-end
underlying funds, applicants submit
that one significant difference from
open-end underlying funds is that,
whereas open-end underlying funds
may be unduly influenced by the threat
of large-scale redemptions, closed-end
underlying funds cannot be so
influenced because they do not issue
redeemable securities and, therefore, are
not subject to large-scale redemptions.
On the other hand, applicants state that
closed-end underlying funds may be
unduly influenced by a holder’s ability
to vote a large block of stock. To address
this concern, applicants submit that,
with respect to a Fund’s investment in
an Unaffiliated Closed-End Investment
Company, (i) each member of the
Advisory Group or Subadvisory Group
that is an investment company or an
issuer that would be an investment
company but for section 3(c)(1) or
3(c)(7) of the Act will vote its shares of
the Unaffiliated Closed-End Investment
Company in the manner prescribed by
section 12(d)(1)(E) of the Act and (ii)
each other member of the Advisory
Group or Subadvisory Group will vote
its shares of the Unaffiliated Closed-End
Investment Company in the same
proportion as the vote of all other
holders of the same type of such
Unaffiliated Closed-End Investment
Company’s shares. Applicants state that,
in this way, an Unaffiliated Closed-End
Investment Company will be protected
from undue influence by a Fund of
Funds through the voting of the
Unaffiliated Closed-End Investment
Company’s shares.
6. Applicants propose other
conditions to limit the potential for
undue influence over the Unaffiliated
Funds, including that no Fund of Funds
or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an
investment adviser to an Unaffiliated
Investment Company or sponsor to an
Unaffiliated Trust) will cause an
Unaffiliated Fund to purchase a security
in an offering of securities during the
existence of any underwriting or selling
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syndicate of which a principal
underwriter is an Underwriting Affiliate
(‘‘Affiliated Underwriting’’).8
7. To further ensure that an
Unaffiliated Investment Company
understands the implications of a Fund
of Funds’ investment under the
requested exemptive relief, prior to its
investment in the shares of an
Unaffiliated Investment Company in
excess of the limit of section
12(d)(1)(A)(i) of the Act, a Fund of
Funds and the Unaffiliated Investment
Company will execute an agreement
stating, without limitation, that each of
their boards of directors or trustees
(each, a ‘‘Board’’) and their investment
advisers understand the terms and
conditions of the order and agree to
fulfill their responsibilities under the
order (the ‘‘Participation Agreement’’).
Applicants note that an Unaffiliated
Investment Company (including an ETF
or an Unaffiliated Closed-End
Investment Company) would also retain
its right to reject any initial investment
by a Fund of Funds in excess of the
limits in section 12(d)(1)(A)(i) of the Act
by declining to execute the Participation
Agreement with the Fund of Funds. In
addition, an Unaffiliated Investment
Company (other than an ETF or an
Unaffiliated Closed-End Investment
Company whose shares are purchased
by a Fund of Funds in the secondary
market) will retain its right at all times
to reject any investment by a Fund of
Funds. Finally, subject solely to the
giving of notice to a Fund of Funds and
the passage of a reasonable notice
period, an Unaffiliated Investment
Company (including a closed-end fund)
could terminate a Participation
Agreement with the Fund of Funds.
8. Applicants state that they do not
believe that the proposed arrangement
will result in excessive layering of fees.
The Board of each Fund of Funds,
including a majority of the trustees who
are not ‘‘interested persons’’ within the
meaning of section 2(a)(19) of the Act
(the ‘‘Independent Trustees’’), will find
that the advisory fees charged under a
Fund of Funds’ advisory contract are
based on services provided that are in
addition to, rather than duplicative of,
services provided under the advisory
contract(s) of any Underlying Fund in
which the Fund of Funds may invest. In
8 An ‘‘Underwriting Affiliate’’ is a principal
underwriter in any underwriting or selling
syndicate that is an officer, director, trustee,
advisory board member, investment adviser,
subadviser or employee of the Fund of Funds, or
a person of which any such officer, director, trustee,
investment adviser, subadviser, member of an
advisory board or employee is an affiliated person.
An Underwriting Affiliate does not include any
person whose relationship to an Unaffiliated Fund
is covered by section 10(f) of the Act.
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addition, the Adviser will waive fees
otherwise payable to it by a Fund of
Funds in an amount at least equal to any
compensation (including fees received
pursuant to any plan adopted by an
Unaffiliated Investment Company under
rule 12b–1 under the Act) received from
an Unaffiliated Fund by the Adviser, or
an affiliated person of the Adviser, other
than any advisory fees paid to the
Adviser or an affiliated person of the
Adviser by the Unaffiliated Investment
Company, in connection with the
investment by the Fund of Funds in the
Unaffiliated Fund.
9. Applicants further state that any
sales charges and/or service fees
charged with respect to shares of a Fund
of Funds will not exceed the limits
applicable to funds of funds set forth in
in rule 2830 of the Conduct Rules of the
NASD (‘‘NASD Conduct Rule 2830’’).9
10. Applicants submit that the
proposed arrangement will not create an
overly complex fund structure.
Applicants note that no Underlying
Fund will acquire securities of any other
investment company or company
relying on section 3(c)(1) or 3(c)(7) of
the Act in excess of the limits contained
in section 12(d)(1)(A) of the Act, except
in certain circumstances identified in
condition 11 below.
B. Section 17(a)
1. Section 17(a) of the Act generally
prohibits sales or purchases of securities
between a registered investment
company and any affiliated person of
the company. Section 2(a)(3) of the Act
defines an ‘‘affiliated person’’ of another
person to include (a) any person directly
or indirectly owning, controlling, or
holding with power to vote, 5% or more
of the outstanding voting securities of
the other person; (b) any person 5% or
more of whose outstanding voting
securities are directly or indirectly
owned, controlled, or held with power
to vote by the other person; and (c) any
person directly or indirectly controlling,
controlled by, or under common control
with the other person.
2. Applicants state that the Funds of
Funds and the Affiliated Funds may be
deemed to be under the common control
of the Adviser and, therefore, affiliated
persons of one another. Applicants also
state that the Funds of Funds and the
Unaffiliated Funds may also be deemed
to be affiliated persons of one another if
a Fund of Funds acquires 5% or more
of an Unaffiliated Fund’s outstanding
voting securities. Applicants state that
9 Any references to NASD Conduct Rule 2830
include any successor or replacement Financial
Industry Regulatory Authority rule to NASD
Conduct Rule 2830.
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the sale of shares by the Underlying
Funds to the Funds of Funds and the
purchase of those shares from the Funds
of Funds by the Underlying Funds
(through redemptions) could be deemed
to violate section 17(a).10
3. Section 17(b) of the Act authorizes
the Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (i) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (ii) the
proposed transaction is consistent with
the policies of each registered
investment company concerned; and
(iii) the proposed transaction is
consistent with the general purposes of
the Act. Section 6(c) of the Act permits
the Commission to exempt any person
or transactions from any provision of
the Act if 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.
4. Applicants submit that the
proposed transactions satisfy the
standards for relief under sections 17(b)
and 6(c) of the Act. Applicants state that
the terms of the transactions are
reasonable and fair and do not involve
overreaching. Applicants state that the
terms upon which an Underlying OpenEnd Fund will sell its shares to or
purchase its shares from a Fund of
Funds will be based on the net asset
value of each Underlying Open-End
Fund.11 Applicants also state that the
10 Applicants acknowledge that receipt of any
compensation by (a) an affiliated person of a Fund
of Funds, or an affiliated person of such person, for
the purchase by the Fund of Funds of shares of an
Underlying Fund or (b) an affiliated person of an
Underlying Fund, or an affiliated person of such
person, for the sale by the Underlying Fund of its
shares to a Fund of Funds may be prohibited by
section 17(e) (1) of the Act. The Participation
Agreement also will include this acknowledgement.
11 Applicants note that a Fund of Funds generally
would purchase and sell shares of an Underlying
Fund that operates as an ETF through secondary
market transactions rather than through principal
transactions with the Underlying Fund. Applicants
nevertheless request relief from sections 17(a)(1)
and (2) to permit each Fund of Funds that is an
affiliated person, or an affiliated person of an
affiliated person, as defined in section 2(a)(3) of the
Act, of an ETF to purchase or redeem shares from
the ETF. Applicants are not seeking relief from
section 17(a) for, and the requested relief will not
apply to, transactions where an ETF could be
deemed an affiliated person, or an affiliated person
of an affiliated person, of a Fund of Funds because
an investment adviser to the ETF or an entity
controlling, controlled by or under common control
with the investment adviser to the ETF is also an
investment adviser to the Fund of Funds.
Applicants note that a Fund of Funds will purchase
and sell shares of an Underlying Fund that is a
closed-end fund (including a business development
company) through secondary market transactions at
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proposed transactions will be consistent
with the policies of each Fund of Funds
and Underlying Open-End Fund, and
with the general purposes of the Act.
C. Other Investments by Same Group
Investing Funds
1. Section 12(d)(1)(G) of the Act
provides that section 12(d)(1) will not
apply to securities of an acquired
company purchased by an acquiring
company if: (i) the acquiring company
and acquired company are part of the
same ‘‘group of investment companies,’’
as defined in section 12(d)(1)(G)(ii) of
the Act; (ii) the acquiring company
holds only securities of acquired
companies that are part of the same
‘‘group of investment companies,’’ as
defined in section 12(d)(1)(G)(ii) of the
Act, government securities, and shortterm paper; (iii) the aggregate sales loads
and distribution-related fees of the
acquiring company and the acquired
company are not excessive under rules
adopted pursuant to section 22(b) or
section 22(c) of the Act by a securities
association registered under section 15A
of the 1934 Act or by the Commission;
and (iv) the acquired company has a
policy that prohibits it from acquiring
securities of registered open-end
management investment companies or
registered UITs in reliance on section
12(d)(1)(F) or (G) of the Act.
2. Rule 12d1–2 under the Act permits
a registered open-end investment
company or a registered UIT that relies
on section 12(d)(1)(G) of the Act to
acquire, in addition to securities issued
by another registered investment
company in the same group of
investment companies, government
securities, and short-term paper: (a)
securities issued by an investment
company that is not in the same group
of investment companies, when the
acquisition is in reliance on section
12(d)(1)(A) or 12(d)(1)(F) of the Act; (b)
securities (other than securities issued
by an investment company); and (c)
securities issued by a money market
fund, when the investment is in reliance
on rule 12d1–1 under the Act. For the
purposes of rule 12d1–2, ‘‘securities’’
means any security as defined in section
2(a)(36) of the Act.
3. Applicants state that the proposed
arrangement would comply with rule
12d1–2 under the Act, but for the fact
that the Same Group Investing Funds
may invest a portion of their assets in
Other Investments. Applicants request
market prices rather than through principal
transactions with the closed-end fund. Accordingly,
applicants are not requesting section 17(a) relief
with respect to principal transactions with closedend funds (including business development
companies).
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an order under section 6(c) of the Act
for an exemption from rule 12d1–2(a) to
allow the Same Group Investing Funds
to invest in Other Investments.
Applicants assert that permitting Same
Group Investing Funds to invest in
Other Investments as described in the
application would not raise any of the
concerns that section 12(d)(1) of the Act
was intended to address.
4. Consistent with its fiduciary
obligations under the Act, the Board of
each Same Group Investing Fund will
review the advisory fees charged by the
Same Group Investing Funds’
investment adviser(s) to ensure that the
fees are based on services provided that
are in addition to, rather than
duplicative of, services provided
pursuant to the advisory agreement of
any investment company in which the
Same Group Investing Funds may
invest.
Applicants’ Conditions
A. Investments by Funds of Funds in
Underlying Funds
Applicants agree that the order
granting the requested relief to permit
Funds of Funds to invest in Underlying
Funds shall be subject to the following
conditions:
1. The members of an Advisory Group
will not control (individually or in the
aggregate) an Unaffiliated Fund within
the meaning of section 2(a)(9) of the Act.
The members of a Subadvisory Group
will not control (individually or in the
aggregate) an Unaffiliated Fund within
the meaning of section 2(a)(9) of the Act.
With respect to a Fund’s investment in
an Unaffiliated Closed-End Investment
Company, (i) each member of the
Advisory Group or Subadvisory Group
that is an investment company or an
issuer that would be an investment
company but for section 3(c)(1) or
3(c)(7) of the Act will vote its shares of
the Unaffiliated Closed-End Investment
Company in the manner prescribed by
section 12(d)(1)(E) of the Act and (ii)
each other member of the Advisory
Group or Subadvisory Group will vote
its shares of the Unaffiliated Closed-End
Investment Company in the same
proportion as the vote of all other
holders of the same type of such
Unaffiliated Closed-End Investment
Company’s shares. If, as a result of a
decrease in the outstanding voting
securities of any Unaffiliated Fund, the
Advisory Group or a Subadvisory
Group, each in the aggregate, becomes a
holder of more than 25 percent of the
outstanding voting securities of the
Unaffiliated Fund, then the Advisory
Group or the Subadvisory Group will
vote its shares of the Unaffiliated Fund
PO 00000
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Fmt 4703
Sfmt 4703
3893
in the same proportion as the vote of all
other holders of the Unaffiliated Fund’s
shares. This condition will not apply to
a Subadvisory Group with respect to an
Unaffiliated Fund for which the
Subadviser or a person controlling,
controlled by or under common control
with the Subadviser acts as the
investment adviser within the meaning
of section 2(a)(20)(A) of the Act (in the
case of an Unaffiliated Investment
Company) or as the sponsor (in the case
of an Unaffiliated Trust).
2. No Fund of Funds or Fund of
Funds Affiliate will cause any existing
or potential investment by the Fund of
Funds in an Unaffiliated Fund to
influence the terms of any services or
transactions between the Fund of Funds
or a Fund of Funds Affiliate and the
Unaffiliated Fund or an Unaffiliated
Fund Affiliate.
3. The Board of each Fund of Funds,
including a majority of the Independent
Trustees, will adopt procedures
reasonably designed to ensure that its
Adviser and any Subadviser(s) to the
Fund of Funds are conducting the
investment program of the Fund of
Funds without taking into account any
consideration received by the Fund of
Funds or Fund of Funds Affiliate from
an Unaffiliated Fund or an Unaffiliated
Fund Affiliate in connection with any
services or transactions.
4. Once an investment by a Fund of
Funds in the securities of an
Unaffiliated Investment Company
exceeds the limit of section
12(d)(1)(A)(i) of the Act, the Board of
the Unaffiliated Investment Company,
including a majority of the Independent
Trustees, will determine that any
consideration paid by the Unaffiliated
Investment Company to a Fund of
Funds or a Fund of Funds Affiliate in
connection with any services or
transactions: (a) Is fair and reasonable in
relation to the nature and quality of the
services and benefits received by the
Unaffiliated Investment Company; (b) is
within the range of consideration that
the Unaffiliated Investment Company
would be required to pay to another
unaffiliated entity in connection with
the same services or transactions; and
(c) does not involve overreaching on the
part of any person concerned. This
condition does not apply with respect to
any services or transactions between an
Unaffiliated Investment Company and
its investment adviser(s), or any person
controlling, controlled by, or under
common control with such investment
adviser(s).
5. No Fund of Funds or Fund of
Funds Affiliate (except to the extent it
is acting in its capacity as an investment
adviser to an Unaffiliated Investment
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23JAN1
sroberts on DSK5SPTVN1PROD with NOTICES
3894
Federal Register / Vol. 79, No. 15 / Thursday, January 23, 2014 / Notices
Company or sponsor to an Unaffiliated
Trust) will cause an Unaffiliated Fund
to purchase a security in any Affiliated
Underwriting.
6. The Board of an Unaffiliated
Investment Company, including a
majority of the Independent Trustees,
will adopt procedures reasonably
designed to monitor any purchases of
securities by the Unaffiliated Investment
Company in an Affiliated Underwriting
once an investment by a Fund of Funds
in the securities of the Unaffiliated
Investment Company exceeds the limit
of section 12(d)(1)(A)(i) of the Act,
including any purchases made directly
from an Underwriting Affiliate. The
Board of the Unaffiliated Investment
Company will review these purchases
periodically, but no less frequently than
annually, to determine whether the
purchases were influenced by the
investment by the Fund of Funds in the
Unaffiliated Investment Company. The
Board of the Unaffiliated Investment
Company will consider, among other
things: (a) Whether the purchases were
consistent with the investment
objectives and policies of the
Unaffiliated Investment Company; (b)
how the performance of securities
purchased in an Affiliated Underwriting
compares to the performance of
comparable securities purchased during
a comparable period of time in
underwritings other than Affiliated
Underwritings or to a benchmark such
as a comparable market index; and (c)
whether the amount of securities
purchased by the Unaffiliated
Investment Company in Affiliated
Underwritings and the amount
purchased directly from an
Underwriting Affiliate have changed
significantly from prior years. The
Board of the Unaffiliated Investment
Company will take any appropriate
actions based on its review, including,
if appropriate, the institution of
procedures designed to ensure that
purchases of securities in Affiliated
Underwritings are in the best interests
of shareholders.
7. Each Unaffiliated Investment
Company shall maintain and preserve
permanently, in an easily accessible
place, a written copy of the procedures
described in the preceding condition,
and any modifications to such
procedures, and will maintain and
preserve for a period of not less than six
years from the end of the fiscal year in
which any purchase in an Affiliated
Underwriting occurred, the first two
years in an easily accessible place, a
written record of each purchase of
securities in an Affiliated Underwriting
once an investment by a Fund of Funds
in the securities of an Unaffiliated
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21:50 Jan 22, 2014
Jkt 232001
Investment Company exceeds the limit
of section 12(d)(1)(A)(i) of the Act,
setting forth the: (a) party from whom
the securities were acquired, (b) identity
of the underwriting syndicate’s
members, (c) terms of the purchase, and
(d) information or materials upon which
the determinations of the Board of the
Unaffiliated Investment Company were
made.
8. Prior to its investment in shares of
an Unaffiliated Investment Company in
excess of the limit set forth in section
12(d)(1)(A)(i) of the Act, the Fund of
Funds and the Unaffiliated Investment
Company will execute a Participation
Agreement stating, without limitation,
that their Boards and their investment
advisers understand the terms and
conditions of the order and agree to
fulfill their responsibilities under the
order. At the time of its investment in
shares of an Unaffiliated Investment
Company in excess of the limit set forth
in section 12(d)(1)(A)(i), a Fund of
Funds will notify the Unaffiliated
Investment Company of the investment.
At such time, the Fund of Funds will
also transmit to the Unaffiliated
Investment Company a list of the names
of each Fund of Funds Affiliate and
Underwriting Affiliate. The Fund of
Funds will notify the Unaffiliated
Investment Company of any changes to
the list as soon as reasonably practicable
after a change occurs. The Unaffiliated
Investment Company and the Fund of
Funds will maintain and preserve a
copy of the order, the Participation
Agreement, and the list with any
updated information for the duration of
the investment and for a period of not
less than six years thereafter, the first
two years in an easily accessible place.
9. Before approving any advisory
contract under section 15 of the Act, the
Board of each Fund of Funds, including
a majority of the Independent Trustees,
shall find that the advisory fees charged
under the advisory contract are based on
services provided that are in addition to,
rather than duplicative of, services
provided under the advisory contract(s)
of any Underlying Fund in which the
Fund of Funds may invest. Such
finding, and the basis upon which the
finding was made, will be recorded fully
in the minute books of the appropriate
Fund of Funds.
10. The Adviser will waive fees
otherwise payable to it by a Fund of
Funds in an amount at least equal to any
compensation (including fees received
pursuant to any plan adopted by an
Unaffiliated Investment Company
pursuant to rule 12b–1 under the Act)
received from an Unaffiliated Fund by
the Adviser, or an affiliated person of
the Adviser, other than any advisory
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Frm 00120
Fmt 4703
Sfmt 4703
fees paid to the Adviser or its affiliated
person by the Unaffiliated Investment
Company, in connection with the
investment by the Fund of Funds in the
Unaffiliated Fund. Any Subadviser will
waive fees otherwise payable to the
Subadviser, directly or indirectly, by the
Fund of Funds in an amount at least
equal to any compensation received by
the Subadviser, or an affiliated person of
the Subadviser, from an Unaffiliated
Fund, other than any advisory fees paid
to the Subadviser or its affiliated person
by the Unaffiliated Investment
Company, in connection with the
investment by the Fund of Funds in the
Unaffiliated Fund made at the direction
of the Subadviser. In the event that the
Subadviser waives fees, the benefit of
the waiver will be passed through to the
Fund of Funds.
11. No Underlying Fund will acquire
securities of any other investment
company or company relying on section
3(c)(1) or 3(c)(7) of the Act, in excess of
the limits contained in section
12(d)(1)(A) of the Act, except to the
extent that such Underlying Fund: (a)
acquires such securities in compliance
with section 12(d)(1)(E) of the Act and
either is an Affiliated Fund or is in the
same ‘‘group of investment companies’’
as its corresponding master fund; (b)
receives securities of another
investment company as a dividend or as
a result of a plan of reorganization of a
company (other than a plan devised for
the purpose of evading section 12(d)(1)
of the Act); or (c) acquires (or is deemed
to have acquired) securities of another
investment company pursuant to
exemptive relief from the Commission
permitting such Underlying Fund to: (i)
acquire securities of one or more
investment companies for short-term
cash management purposes or (ii)
engage in inter-fund borrowing and
lending transactions.
12. Any sales charges and/or service
fees charged with respect to shares of a
Fund of Funds will not exceed the
limits applicable to funds of funds set
forth in NASD Conduct Rule 2830.
B. Other Investments by Same Group
Investing Funds
Applicants agree that the order
granting the requested relief to permit
Same Group Investing Funds to invest
in Other Investments shall be subject to
the following condition:
1. Applicants will comply with all
provisions of rule 12d1–2 under the Act,
except for paragraph (a)(2) to the extent
that it restricts any Same Group
Investing Fund from investing in Other
Investments as described in the
application.
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23JAN1
Federal Register / Vol. 79, No. 15 / Thursday, January 23, 2014 / Notices
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–01256 Filed 1–22–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–71330; File No. SR–NYSE–
2013–71]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving Proposed Rule Change
Amending NYSE Rules 13, 70.25, 107C
and 1000 To Adopt a New Order Type
Called a Midpoint Passive Liquidity
Order
January 16, 2014.
I. Introduction
On November 18, 2013, New York
Stock Exchange LLC (‘‘NYSE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend: (1) NYSE Rule 13 to adopt a
new order type called a Midpoint
Passive Liquidity (‘‘MPL’’) Order; (2)
NYSE Rule 1000 to specify that the
proposed MPL Orders may interact with
Capital Commitment Schedule (‘‘CCS’’)
interest; (3) NYSE Rule 70.25 to permit
d-Quotes to be designated with a
midpoint modifier in order to set the
discretionary price to the midpoint of
the protected best bid or best offer
(‘‘PBBO’’); and (4) NYSE Rule 107C to
incorporate the proposed MPL Order
into the Retail Liquidity Program. The
proposed rule change was published for
comment in the Federal Register on
December 4, 2013.3 The Commission
received no comment letters on the
proposed rule change. This order
approves the proposed rule change.
sroberts on DSK5SPTVN1PROD with NOTICES
II. Description of the Proposed Rule
Change
A. Proposed MPL Order
The Exchange proposes the MPL
Order as an undisplayed limit order that
would automatically execute at the midpoint of the protected best bid (‘‘PBB’’)
and the protected best offer (‘‘PBO’’). An
MPL Order could interact with any
incoming order, including another MPL
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 70956
(November 27, 2013), 78 FR 72968.
Order, and could execute at prices out
to four decimal places.
The proposed rule specifies certain
limitations on the usage and execution
of an MPL Order. First, an MPL Order
would not be eligible to trade if it would
trade at a price below $1.00 or if the
execution price would be out to five
decimal places above $1.00. Second, an
MPL Order could not be designated as
Good Till Cancelled. Finally, an MPL
Order would not execute if the market
were locked or crossed. When a market
that had been locked or crossed
becomes no longer locked or crossed,
the Exchange would execute all eligible
MPL Orders and other hidden interest
eligible to execute at the midpoint of the
PBBO.
With regards to order allocation, MPL
Orders would be allocated on a parityby-agent basis, consistent with NYSE
Rule 72. Moreover, an MPL Order’s time
priority would be based on its time of
entry into Exchange systems and would
not reset when an MPL Order’s price
shifted due to changes in the PBBO.
Under the proposal, an MPL Order
could also include a Minimum
Triggering Volume (‘‘MTV’’), in which
case the MPL Order would not be
eligible to trade unless the aggregated
contra-side quantity of all interest
marketable at the midpoint of the PBBO
were equal to or greater than the MPL
Order’s MTV. There would be no
guaranteed trade size based on the MTV.
Exchange systems would enforce an
MTV restriction even if the unexecuted
portion of an MPL Order with an MTV
were less than the MTV.
An MPL Order that included an MTV
would be rejected if it also included a
Self Trade Prevention (‘‘STP’’) Modifier.
As proposed, STP Modifiers could be
used with MPL Orders that do not
include an MTV. An MPL Order with an
STP Modifier, however, might be
cancelled depending on the type of
order on the contra-side. An MPL Order
with an STP Modifier would not
execute against another MPL Order or
against a non-MPL Order with an STP
Modifier with the same market
participant identifier (‘‘MPID’’).
Further, under the proposal, users
could designate an MPL Order with an
add-liquidity-only (‘‘ALO’’) modifier
(‘‘MPL–ALO Order’’). An MPL–ALO
Order would not execute on arrival,
even if marketable, but would remain
non-displayed in the book until
triggered to trade by arriving contra-side
marketable interest. An incoming nonmarketable MPL–ALO Order, however,
could trigger a discretionary trade.4 An
2 17
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21:50 Jan 22, 2014
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4 Under the proposal, an MPL–ALO Order
triggering a discretionary trade would be the
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3895
MPL–ALO Order would only be eligible
to trade against incoming contra-side
interest and would not interact with
contra-side interest resting in the book.
A resting MPL–ALO Order would not be
eligible to trade when arriving sameside interest triggered a trade with
contra-side interest. An MPL–ALO
Order would have to be at least one
round lot.
An MPL Order would not be eligible
for manual executions, including
openings, re-openings, or closing
transactions. As such, MPL Orders
would not be available to be designated
as Limit ‘‘On-the-Open’’ (‘‘LOO’’) or
Limit ‘‘At-the-Close’’ (‘‘LOC’’) Orders.
As fully undisplayed interest, MPL
Orders would not be visible to the DMM
on the Floor under any circumstances.
Additionally, MPL Orders would not
be available to be entered for highpriced securities. High-priced securities
are securities with a closing price—or,
if the security did not trade, the closing
bid price—on the Exchange of $10,000
or more on the previous trading day.5
Such securities are not available for
automatic execution. Because MPL
Orders are not eligible for manual
executions, MPL Orders would not be
available for these high-priced
securities.
B. MPL Order Interaction With CCS
Interest
The CCS is a liquidity schedule
setting forth various price points at
which the DMM is willing to interact
with incoming orders. CCS interest will
either execute at the price at which the
full size of the order can be satisfied
(‘‘completion price’’) or at the next price
that is one minimum price variation
(‘‘MPV’’) higher (in the case of an order
to sell) or lower (in the case of an order
to buy). The Exchange has stated that it
believes that CCS interest cannot be
designated as an MPL Order because
MPL Orders are priced at the midpoint
of the PBBO and could be priced less
than one MPV above or below the
completion price.
While, under the proposal, CCS
interest cannot be designated as an MPL
Order, CCS interest would be eligible to
interact with MPL Orders. Currently,
CCS interest is eligible to trade inside
the Exchange BBO at a price
representing (1) the non-displayable
reserve interest of Reserve Orders 6 or
(2) the reserve interest of Floor broker
agency interest files. The Exchange is
‘‘liquidity provider,’’ and the triggered discretionary
order would be the ‘‘liquidity taker.’’
5 See NYSE Rule 1000(a)(vi).
6 A Reserve Order means a limit order entered
into Exchange systems that may contain displayable
and non displayable interest. See NYSE Rule 13.
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23JAN1
]]>Agencies
[Federal Register Volume 79, Number 15 (Thursday, January 23, 2014)]
[Notices]
[Pages 3890-3895]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-01256]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30885; 812-14181]
American Pension Investors Trust, et al.; Notice of Application
January 16, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order under section 12(d)(1)(J)
of the Investment Company Act of 1940 (the ``Act'') for exemptions from
sections 12(d)(1)(A), (B), and (C) of the Act, under sections 6(c) and
17(b) of the Act for an exemption from section 17(a) of the Act, and
under section 6(c) of the Act for an exemption from rule 12d1-2(a)
under the Act.
-----------------------------------------------------------------------
Summary of the Application: Applicants request an order that would (a)
permit certain registered open-end management investment companies that
operate as ``funds of funds'' to acquire shares of certain registered
open-end management investment companies, registered closed-end
management investment companies, ``business development companies,'' as
defined by section 2(a)(48) of the Act, and registered unit investment
trusts that are within or outside the same group of investment
companies as the acquiring investment companies and (b) permit certain
registered open-end management investment companies relying on rule
12d1-2 under the Act to invest in certain financial instruments.
Applicants: American Pension Investors Trust (``Trust''') and Yorktown
Management & Research Company, Inc. (``Adviser'').
DATES: Filing Dates: The application was filed on July 19, 2013 and
amended on November 21, 2013.
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 February 10, 2014, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090. Adviser and
Trust, 2303 Yorktown Avenue, Lynchburg, VA 24501.
FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, (202)
551-6870, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division
of Investment Management, Chief Counsel's Office).
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. The Trust is an open-end management company registered under the
Act and organized as a Massachusetts business trust. The Trust has
multiple series which pursue distinct investment objectives and
strategies.\1\
---------------------------------------------------------------------------
\1\ Applicants request that the order apply to each existing and
each future series of the Trust, and to each existing and future
registered open-end management investment company or series thereof
which is advised by the Adviser or any entity controlling,
controlled by or under common control with the Adviser and which is
part of the ``same group of investment companies'' (as defined in
section 12(d)(1)(G)(ii) of the Act) as the Trust (each a ``Fund''
and collectively, ``Funds''). All entities that currently intend to
rely on the requested order are named as applicants. Any other
entity that relies on the order in the future will comply with the
terms and conditions of the application.
---------------------------------------------------------------------------
2. The Adviser, a Delaware limited liability company, is a
registered investment adviser under the Investment Advisers Act of 1940
and serves as the investment adviser to each of the Funds of Funds (as
defined below).\2\
---------------------------------------------------------------------------
\2\ All references to the term ``Adviser'' include successors-
in-interest to the Adviser. 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.
---------------------------------------------------------------------------
3. Applicants request relief to the extent necessary to permit: (a)
A Fund that operates as a ``fund of funds'' (each, a ``Fund of Funds,''
and collectively, the ``Funds of Funds'') to acquire shares of
registered open-end management investment companies (each an
``Unaffiliated Open-End Investment Company''), registered closed-end
management investment companies, ``business development companies'' as
defined by section 2(a)(48) of the Act (``business development
companies'') (each registered closed-end management investment company
and each business development company, an ``Unaffiliated Closed-End
Investment Company'' and, together with the Unaffiliated Open-End
Investment Companies, the ``Unaffiliated Investment Companies''), and
registered unit investment trusts (``UITs'') (the ``Unaffiliated
Trusts,'' and together with the Unaffiliated Investment Companies, the
``Unaffiliated Funds''), in each case, that are not part of the same
``group of investment companies'' as the Funds of Funds; \3\ (b) the
Unaffiliated Funds, their principal underwriters and any broker or
dealer registered under the Securities Exchange Act of 1934 (the ``1934
Act'') (``Broker'') to sell shares of such Unaffiliated Funds to the
Funds of Funds; (c) the Funds of Funds to acquire shares of other
registered investment companies, including open-end management
investment companies and series thereof, closed-end management
investment companies and UITs, as well as business development
companies (if any), in the same group of investment companies as the
Funds of Funds (collectively, the ``Affiliated Funds,'' and, together
with the Unaffiliated Funds, the ``Underlying Funds''); \4\ and (d) the
Affiliated Funds, their principal underwriters and any Broker to sell
shares of the Affiliated Funds to the
[[Page 3891]]
Funds of Funds.\5\ Applicants also request an order under sections 6(c)
and 17(b) of the Act to exempt applicants from section 17(a) to the
extent necessary to permit Underlying Funds to sell their shares to
Funds of Funds and redeem their shares from Funds of Funds.\6\
---------------------------------------------------------------------------
\3\ For purposes of the request for relief, the term ``group of
investment companies'' means any two or more registered investment
companies, including closed-end investment companies, that hold
themselves out to investors as related companies for purposes of
investment and investor services.
\4\ Certain of the Underlying Funds may be registered under the
Act as either UITs or open-end management investment companies and
have obtained exemptions from the Commission necessary to permit
their shares to be listed and traded on a national securities
exchange at negotiated prices and, accordingly, to operate as
exchange-traded funds (collectively, ``ETFs'' and each, an ``ETF'').
In addition, certain of the Underlying Funds currently pursue, or
may in the future pursue, their investment objectives through a
master-feeder arrangement in reliance on section 12(d)(1)(E) of the
Act. In accordance with condition 11, a Fund of Funds may not invest
in an Underlying Fund that operates as a feeder fund unless the
feeder fund is part of the same ``group of investment companies'' as
its corresponding master fund or the Fund of Funds. If a Fund of
Funds invests in an Affiliated Fund that operates as a feeder fund
and the corresponding master fund is not within the same ``group of
investment companies'' as the Fund of Funds and Affiliated Fund, the
master fund would be an Unaffiliated Fund for purposes of the
application and its conditions.
\5\ Applicants state that they do not believe that investments
in business development companies present any particular
considerations or concerns that may be different from those
presented by investments in registered closed-end investment
companies.
\6\ Applicants note that a Fund of Funds will purchase and sell
shares of an Underlying Fund that is a closed-end fund through
secondary market transactions at market prices rather than through
principal transactions with the closed-end fund. Accordingly,
applicants are not requesting section 17(a) relief with respect to
principal transactions with closed-end funds.
---------------------------------------------------------------------------
4. Applicants also request an exemption under section 6(c) from
rule 12d1-2 under the Act to permit any existing or future Fund that
relies on section 12(d)(1)(G) of the Act (``Same Group Investing
Funds'') and that otherwise complies with rule 12d1-2 under the Act, to
also invest, to the extent consistent with its investment objective(s),
policies, strategies and limitations, in other financial instruments
that may not be securities within the meaning of section 2(a)(36) of
the Act (``Other Investments'').
Applicants' Legal Analysis
A. Section 12(d)(1)
1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a
registered investment company from acquiring shares of an investment
company if the securities represent more than 3% of the total
outstanding voting stock of the acquired company, more than 5% of the
total assets of the acquiring company, or, together with the securities
of any other investment companies, more than 10% of the total assets of
the acquiring company. Section 12(d)(1)(B) of the Act prohibits a
registered open-end investment company, its principal underwriter, and
any Broker from selling the investment company's shares to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or if the sale
will cause more than 10% of the acquired company's voting stock to be
owned by investment companies generally. Section 12(d)(1)(C) prohibits
an investment company from acquiring any security issued by a
registered closed-end investment company if such acquisition would
result in the acquiring company, any other investment companies having
the same investment adviser, and companies controlled by such
investment companies, collectively, owning more than 10% of the
outstanding voting stock of the registered closed-end investment
company.
2. Section 12(d)(1)(J) 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 section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Applicants request an exemption under
section 12(d)(1)(J) of the Act from the limitations of sections
12(d)(1)(A), (B) and (C) to the extent necessary to permit: (i) The
Funds of Funds to acquire shares of Underlying Funds in excess of the
limits set forth in section 12(d)(1)(A) and (C) of the Act; and (ii)
the Underlying Funds, their principal underwriters and any Broker to
sell shares of the Underlying Funds to the Funds of Funds in excess of
the limits set forth in section 12(d)(1)(B) of the Act.
3. Applicants state that the proposed arrangement will not give
rise to the policy concerns underlying sections 12(d)(1)(A), (B), and
(C), which include concerns about undue influence by a fund of funds
over underlying funds, excessive layering of fees, and overly complex
fund structures. Accordingly, applicants believe that the requested
exemption is consistent with the public interest and the protection of
investors.
4. Applicants submit that the proposed structure will not result in
the exercise of undue influence by a Fund or its affiliated persons
over the Underlying Funds. To limit the control a Fund of Funds or Fund
of Funds Affiliate \7\ may have over an Unaffiliated Fund, applicants
propose a condition prohibiting the Adviser and any person controlling,
controlled by or under common control with the Adviser, and any
investment company and any issuer that would be an investment company
but for section 3(c)(1) or section 3(c)(7) of the Act advised or
sponsored by the Adviser or any person controlling, controlled by or
under common control with the Adviser (collectively, the ``Advisory
Group'') from controlling (individually or in the aggregate) an
Unaffiliated Fund within the meaning of section 2(a)(9) of the Act. The
same prohibition would apply to any other investment adviser within the
meaning of section 2(a)(20)(B) of the Act to a Fund of Funds
(``Subadviser'') and any person controlling, controlled by or under
common control with the Subadviser, and any investment company or
issuer that would be an investment company but for section 3(c)(1) or
3(c)(7) of the Act (or portion of such investment company or issuer)
advised or sponsored by the Subadviser or any person controlling,
controlled by or under common control with the Subadviser
(collectively, the ``Subadvisory Group'').
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\7\ A ``Fund of Funds Affiliate'' is the Adviser, any
Subadviser, promoter or principal underwriter of a Fund of Funds, as
well as any person controlling, controlled by or under common
control with any of those entities. An ``Unaffiliated Fund
Affiliate'' is an investment adviser(s), sponsor, promoter or
principal underwriter of any Unaffiliated Fund or any person
controlling, controlled by or under common control with any of those
entities.
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5. With respect to closed-end underlying funds, applicants submit
that one significant difference from open-end underlying funds is that,
whereas open-end underlying funds may be unduly influenced by the
threat of large-scale redemptions, closed-end underlying funds cannot
be so influenced because they do not issue redeemable securities and,
therefore, are not subject to large-scale redemptions. On the other
hand, applicants state that closed-end underlying funds may be unduly
influenced by a holder's ability to vote a large block of stock. To
address this concern, applicants submit that, with respect to a Fund's
investment in an Unaffiliated Closed-End Investment Company, (i) each
member of the Advisory Group or Subadvisory Group that is an investment
company or an issuer that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act will vote its shares of the
Unaffiliated Closed-End Investment Company in the manner prescribed by
section 12(d)(1)(E) of the Act and (ii) each other member of the
Advisory Group or Subadvisory Group will vote its shares of the
Unaffiliated Closed-End Investment Company in the same proportion as
the vote of all other holders of the same type of such Unaffiliated
Closed-End Investment Company's shares. Applicants state that, in this
way, an Unaffiliated Closed-End Investment Company will be protected
from undue influence by a Fund of Funds through the voting of the
Unaffiliated Closed-End Investment Company's shares.
6. Applicants propose other conditions to limit the potential for
undue influence over the Unaffiliated Funds, including that no Fund of
Funds or Fund of Funds Affiliate (except to the extent it is acting in
its capacity as an investment adviser to an Unaffiliated Investment
Company or sponsor to an Unaffiliated Trust) will cause an Unaffiliated
Fund to purchase a security in an offering of securities during the
existence of any underwriting or selling
[[Page 3892]]
syndicate of which a principal underwriter is an Underwriting Affiliate
(``Affiliated Underwriting'').\8\
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\8\ An ``Underwriting Affiliate'' is a principal underwriter in
any underwriting or selling syndicate that is an officer, director,
trustee, advisory board member, investment adviser, subadviser or
employee of the Fund of Funds, or a person of which any such
officer, director, trustee, investment adviser, subadviser, member
of an advisory board or employee is an affiliated person. An
Underwriting Affiliate does not include any person whose
relationship to an Unaffiliated Fund is covered by section 10(f) of
the Act.
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7. To further ensure that an Unaffiliated Investment Company
understands the implications of a Fund of Funds' investment under the
requested exemptive relief, prior to its investment in the shares of an
Unaffiliated Investment Company in excess of the limit of section
12(d)(1)(A)(i) of the Act, a Fund of Funds and the Unaffiliated
Investment Company will execute an agreement stating, without
limitation, that each of their boards of directors or trustees (each, a
``Board'') and their investment advisers understand the terms and
conditions of the order and agree to fulfill their responsibilities
under the order (the ``Participation Agreement''). Applicants note that
an Unaffiliated Investment Company (including an ETF or an Unaffiliated
Closed-End Investment Company) would also retain its right to reject
any initial investment by a Fund of Funds in excess of the limits in
section 12(d)(1)(A)(i) of the Act by declining to execute the
Participation Agreement with the Fund of Funds. In addition, an
Unaffiliated Investment Company (other than an ETF or an Unaffiliated
Closed-End Investment Company whose shares are purchased by a Fund of
Funds in the secondary market) will retain its right at all times to
reject any investment by a Fund of Funds. Finally, subject solely to
the giving of notice to a Fund of Funds and the passage of a reasonable
notice period, an Unaffiliated Investment Company (including a closed-
end fund) could terminate a Participation Agreement with the Fund of
Funds.
8. Applicants state that they do not believe that the proposed
arrangement will result in excessive layering of fees. The Board of
each Fund of Funds, including a majority of the trustees who are not
``interested persons'' within the meaning of section 2(a)(19) of the
Act (the ``Independent Trustees''), will find that the advisory fees
charged under a Fund of Funds' advisory contract are based on services
provided that are in addition to, rather than duplicative of, services
provided under the advisory contract(s) of any Underlying Fund in which
the Fund of Funds may invest. In addition, the Adviser will waive fees
otherwise payable to it by a Fund of Funds in an amount at least equal
to any compensation (including fees received pursuant to any plan
adopted by an Unaffiliated Investment Company under rule 12b-1 under
the Act) received from an Unaffiliated Fund by the Adviser, or an
affiliated person of the Adviser, other than any advisory fees paid to
the Adviser or an affiliated person of the Adviser by the Unaffiliated
Investment Company, in connection with the investment by the Fund of
Funds in the Unaffiliated Fund.
9. Applicants further state that any sales charges and/or service
fees charged with respect to shares of a Fund of Funds will not exceed
the limits applicable to funds of funds set forth in in rule 2830 of
the Conduct Rules of the NASD (``NASD Conduct Rule 2830'').\9\
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\9\ Any references to NASD Conduct Rule 2830 include any
successor or replacement Financial Industry Regulatory Authority
rule to NASD Conduct Rule 2830.
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10. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that no Underlying
Fund will acquire securities of any other investment company or company
relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the
limits contained in section 12(d)(1)(A) of the Act, except in certain
circumstances identified in condition 11 below.
B. Section 17(a)
1. Section 17(a) of the Act generally prohibits sales or purchases
of securities between a registered investment company and any
affiliated person of the company. Section 2(a)(3) of the Act defines an
``affiliated person'' of another person to include (a) any person
directly or indirectly owning, controlling, or holding with power to
vote, 5% or more of the outstanding voting securities of the other
person; (b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held with
power to vote by the other person; and (c) any person directly or
indirectly controlling, controlled by, or under common control with the
other person.
2. Applicants state that the Funds of Funds and the Affiliated
Funds may be deemed to be under the common control of the Adviser and,
therefore, affiliated persons of one another. Applicants also state
that the Funds of Funds and the Unaffiliated Funds may also be deemed
to be affiliated persons of one another if a Fund of Funds acquires 5%
or more of an Unaffiliated Fund's outstanding voting securities.
Applicants state that the sale of shares by the Underlying Funds to the
Funds of Funds and the purchase of those shares from the Funds of Funds
by the Underlying Funds (through redemptions) could be deemed to
violate section 17(a).\10\
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\10\ Applicants acknowledge that receipt of any compensation by
(a) an affiliated person of a Fund of Funds, or an affiliated person
of such person, for the purchase by the Fund of Funds of shares of
an Underlying Fund or (b) an affiliated person of an Underlying
Fund, or an affiliated person of such person, for the sale by the
Underlying Fund of its shares to a Fund of Funds may be prohibited
by section 17(e) (1) of the Act. The Participation Agreement also
will include this acknowledgement.
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3. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
it finds that (i) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (ii) the proposed transaction is consistent with the
policies of each registered investment company concerned; and (iii) the
proposed transaction is consistent with the general purposes of the
Act. Section 6(c) of the Act permits the Commission to exempt any
person or transactions from any provision of the Act if 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.
4. Applicants submit that the proposed transactions satisfy the
standards for relief under sections 17(b) and 6(c) of the Act.
Applicants state that the terms of the transactions are reasonable and
fair and do not involve overreaching. Applicants state that the terms
upon which an Underlying Open-End Fund will sell its shares to or
purchase its shares from a Fund of Funds will be based on the net asset
value of each Underlying Open-End Fund.\11\ Applicants also state that
the
[[Page 3893]]
proposed transactions will be consistent with the policies of each Fund
of Funds and Underlying Open-End Fund, and with the general purposes of
the Act.
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\11\ Applicants note that a Fund of Funds generally would
purchase and sell shares of an Underlying Fund that operates as an
ETF through secondary market transactions rather than through
principal transactions with the Underlying Fund. Applicants
nevertheless request relief from sections 17(a)(1) and (2) to permit
each Fund of Funds that is an affiliated person, or an affiliated
person of an affiliated person, as defined in section 2(a)(3) of the
Act, of an ETF to purchase or redeem shares from the ETF. Applicants
are not seeking relief from section 17(a) for, and the requested
relief will not apply to, transactions where an ETF could be deemed
an affiliated person, or an affiliated person of an affiliated
person, of a Fund of Funds because an investment adviser to the ETF
or an entity controlling, controlled by or under common control with
the investment adviser to the ETF is also an investment adviser to
the Fund of Funds. Applicants note that a Fund of Funds will
purchase and sell shares of an Underlying Fund that is a closed-end
fund (including a business development company) through secondary
market transactions at market prices rather than through principal
transactions with the closed-end fund. Accordingly, applicants are
not requesting section 17(a) relief with respect to principal
transactions with closed-end funds (including business development
companies).
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C. Other Investments by Same Group Investing Funds
1. Section 12(d)(1)(G) of the Act provides that section 12(d)(1)
will not apply to securities of an acquired company purchased by an
acquiring company if: (i) the acquiring company and acquired company
are part of the same ``group of investment companies,'' as defined in
section 12(d)(1)(G)(ii) of the Act; (ii) the acquiring company holds
only securities of acquired companies that are part of the same ``group
of investment companies,'' as defined in section 12(d)(1)(G)(ii) of the
Act, government securities, and short-term paper; (iii) the aggregate
sales loads and distribution-related fees of the acquiring company and
the acquired company are not excessive under rules adopted pursuant to
section 22(b) or section 22(c) of the Act by a securities association
registered under section 15A of the 1934 Act or by the Commission; and
(iv) the acquired company has a policy that prohibits it from acquiring
securities of registered open-end management investment companies or
registered UITs in reliance on section 12(d)(1)(F) or (G) of the Act.
2. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered UIT that relies on section
12(d)(1)(G) of the Act to acquire, in addition to securities issued by
another registered investment company in the same group of investment
companies, government securities, and short-term paper: (a) securities
issued by an investment company that is not in the same group of
investment companies, when the acquisition is in reliance on section
12(d)(1)(A) or 12(d)(1)(F) of the Act; (b) securities (other than
securities issued by an investment company); and (c) securities issued
by a money market fund, when the investment is in reliance on rule
12d1-1 under the Act. For the purposes of rule 12d1-2, ``securities''
means any security as defined in section 2(a)(36) of the Act.
3. Applicants state that the proposed arrangement would comply with
rule 12d1-2 under the Act, but for the fact that the Same Group
Investing Funds may invest a portion of their assets in Other
Investments. Applicants request an order under section 6(c) of the Act
for an exemption from rule 12d1-2(a) to allow the Same Group Investing
Funds to invest in Other Investments. Applicants assert that permitting
Same Group Investing Funds to invest in Other Investments as described
in the application would not raise any of the concerns that section
12(d)(1) of the Act was intended to address.
4. Consistent with its fiduciary obligations under the Act, the
Board of each Same Group Investing Fund will review the advisory fees
charged by the Same Group Investing Funds' investment adviser(s) to
ensure that the fees are based on services provided that are in
addition to, rather than duplicative of, services provided pursuant to
the advisory agreement of any investment company in which the Same
Group Investing Funds may invest.
Applicants' Conditions
A. Investments by Funds of Funds in Underlying Funds
Applicants agree that the order granting the requested relief to
permit Funds of Funds to invest in Underlying Funds shall be subject to
the following conditions:
1. The members of an Advisory Group will not control (individually
or in the aggregate) an Unaffiliated Fund within the meaning of section
2(a)(9) of the Act. The members of a Subadvisory Group will not control
(individually or in the aggregate) an Unaffiliated Fund within the
meaning of section 2(a)(9) of the Act. With respect to a Fund's
investment in an Unaffiliated Closed-End Investment Company, (i) each
member of the Advisory Group or Subadvisory Group that is an investment
company or an issuer that would be an investment company but for
section 3(c)(1) or 3(c)(7) of the Act will vote its shares of the
Unaffiliated Closed-End Investment Company in the manner prescribed by
section 12(d)(1)(E) of the Act and (ii) each other member of the
Advisory Group or Subadvisory Group will vote its shares of the
Unaffiliated Closed-End Investment Company in the same proportion as
the vote of all other holders of the same type of such Unaffiliated
Closed-End Investment Company's shares. If, as a result of a decrease
in the outstanding voting securities of any Unaffiliated Fund, the
Advisory Group or a Subadvisory Group, each in the aggregate, becomes a
holder of more than 25 percent of the outstanding voting securities of
the Unaffiliated Fund, then the Advisory Group or the Subadvisory Group
will vote its shares of the Unaffiliated Fund in the same proportion as
the vote of all other holders of the Unaffiliated Fund's shares. This
condition will not apply to a Subadvisory Group with respect to an
Unaffiliated Fund for which the Subadviser or a person controlling,
controlled by or under common control with the Subadviser acts as the
investment adviser within the meaning of section 2(a)(20)(A) of the Act
(in the case of an Unaffiliated Investment Company) or as the sponsor
(in the case of an Unaffiliated Trust).
2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in an
Unaffiliated Fund to influence the terms of any services or
transactions between the Fund of Funds or a Fund of Funds Affiliate and
the Unaffiliated Fund or an Unaffiliated Fund Affiliate.
3. The Board of each Fund of Funds, including a majority of the
Independent Trustees, will adopt procedures reasonably designed to
ensure that its Adviser and any Subadviser(s) to the Fund of Funds are
conducting the investment program of the Fund of Funds without taking
into account any consideration received by the Fund of Funds or Fund of
Funds Affiliate from an Unaffiliated Fund or an Unaffiliated Fund
Affiliate in connection with any services or transactions.
4. Once an investment by a Fund of Funds in the securities of an
Unaffiliated Investment Company exceeds the limit of section
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Investment
Company, including a majority of the Independent Trustees, will
determine that any consideration paid by the Unaffiliated Investment
Company to a Fund of Funds or a Fund of Funds Affiliate in connection
with any services or transactions: (a) Is fair and reasonable in
relation to the nature and quality of the services and benefits
received by the Unaffiliated Investment Company; (b) is within the
range of consideration that the Unaffiliated Investment Company would
be required to pay to another unaffiliated entity in connection with
the same services or transactions; and (c) does not involve
overreaching on the part of any person concerned. This condition does
not apply with respect to any services or transactions between an
Unaffiliated Investment Company and its investment adviser(s), or any
person controlling, controlled by, or under common control with such
investment adviser(s).
5. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to an
Unaffiliated Investment
[[Page 3894]]
Company or sponsor to an Unaffiliated Trust) will cause an Unaffiliated
Fund to purchase a security in any Affiliated Underwriting.
6. The Board of an Unaffiliated Investment Company, including a
majority of the Independent Trustees, will adopt procedures reasonably
designed to monitor any purchases of securities by the Unaffiliated
Investment Company in an Affiliated Underwriting once an investment by
a Fund of Funds in the securities of the Unaffiliated Investment
Company exceeds the limit of section 12(d)(1)(A)(i) of the Act,
including any purchases made directly from an Underwriting Affiliate.
The Board of the Unaffiliated Investment Company will review these
purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Fund of Funds in the Unaffiliated Investment Company. The Board of
the Unaffiliated Investment Company will consider, among other things:
(a) Whether the purchases were consistent with the investment
objectives and policies of the Unaffiliated Investment Company; (b) how
the performance of securities purchased in an Affiliated Underwriting
compares to the performance of comparable securities purchased during a
comparable period of time in underwritings other than Affiliated
Underwritings or to a benchmark such as a comparable market index; and
(c) whether the amount of securities purchased by the Unaffiliated
Investment Company in Affiliated Underwritings and the amount purchased
directly from an Underwriting Affiliate have changed significantly from
prior years. The Board of the Unaffiliated Investment Company will take
any appropriate actions based on its review, including, if appropriate,
the institution of procedures designed to ensure that purchases of
securities in Affiliated Underwritings are in the best interests of
shareholders.
7. Each Unaffiliated Investment Company shall maintain and preserve
permanently, in an easily accessible place, a written copy of the
procedures described in the preceding condition, and any modifications
to such procedures, and will maintain and preserve for a period of not
less than six years from the end of the fiscal year in which any
purchase in an Affiliated Underwriting occurred, the first two years in
an easily accessible place, a written record of each purchase of
securities in an Affiliated Underwriting once an investment by a Fund
of Funds in the securities of an Unaffiliated Investment Company
exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth
the: (a) party from whom the securities were acquired, (b) identity of
the underwriting syndicate's members, (c) terms of the purchase, and
(d) information or materials upon which the determinations of the Board
of the Unaffiliated Investment Company were made.
8. Prior to its investment in shares of an Unaffiliated Investment
Company in excess of the limit set forth in section 12(d)(1)(A)(i) of
the Act, the Fund of Funds and the Unaffiliated Investment Company will
execute a Participation Agreement stating, without limitation, that
their Boards and their investment advisers understand the terms and
conditions of the order and agree to fulfill their responsibilities
under the order. At the time of its investment in shares of an
Unaffiliated Investment Company in excess of the limit set forth in
section 12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated
Investment Company of the investment. At such time, the Fund of Funds
will also transmit to the Unaffiliated Investment Company a list of the
names of each Fund of Funds Affiliate and Underwriting Affiliate. The
Fund of Funds will notify the Unaffiliated Investment Company of any
changes to the list as soon as reasonably practicable after a change
occurs. The Unaffiliated Investment Company and the Fund of Funds will
maintain and preserve a copy of the order, the Participation Agreement,
and the list with any updated information for the duration of the
investment and for a period of not less than six years thereafter, the
first two years in an easily accessible place.
9. Before approving any advisory contract under section 15 of the
Act, the Board of each Fund of Funds, including a majority of the
Independent Trustees, shall find that the advisory fees charged under
the advisory contract are based on services provided that are in
addition to, rather than duplicative of, services provided under the
advisory contract(s) of any Underlying Fund in which the Fund of Funds
may invest. Such finding, and the basis upon which the finding was
made, will be recorded fully in the minute books of the appropriate
Fund of Funds.
10. The Adviser will waive fees otherwise payable to it by a Fund
of Funds in an amount at least equal to any compensation (including
fees received pursuant to any plan adopted by an Unaffiliated
Investment Company pursuant to rule 12b-1 under the Act) received from
an Unaffiliated Fund by the Adviser, or an affiliated person of the
Adviser, other than any advisory fees paid to the Adviser or its
affiliated person by the Unaffiliated Investment Company, in connection
with the investment by the Fund of Funds in the Unaffiliated Fund. Any
Subadviser will waive fees otherwise payable to the Subadviser,
directly or indirectly, by the Fund of Funds in an amount at least
equal to any compensation received by the Subadviser, or an affiliated
person of the Subadviser, from an Unaffiliated Fund, other than any
advisory fees paid to the Subadviser or its affiliated person by the
Unaffiliated Investment Company, in connection with the investment by
the Fund of Funds in the Unaffiliated Fund made at the direction of the
Subadviser. In the event that the Subadviser waives fees, the benefit
of the waiver will be passed through to the Fund of Funds.
11. No Underlying Fund will acquire securities of any other
investment company or company relying on section 3(c)(1) or 3(c)(7) of
the Act, in excess of the limits contained in section 12(d)(1)(A) of
the Act, except to the extent that such Underlying Fund: (a) acquires
such securities in compliance with section 12(d)(1)(E) of the Act and
either is an Affiliated Fund or is in the same ``group of investment
companies'' as its corresponding master fund; (b) receives securities
of another investment company as a dividend or as a result of a plan of
reorganization of a company (other than a plan devised for the purpose
of evading section 12(d)(1) of the Act); or (c) acquires (or is deemed
to have acquired) securities of another investment company pursuant to
exemptive relief from the Commission permitting such Underlying Fund
to: (i) acquire securities of one or more investment companies for
short-term cash management purposes or (ii) engage in inter-fund
borrowing and lending transactions.
12. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to
funds of funds set forth in NASD Conduct Rule 2830.
B. Other Investments by Same Group Investing Funds
Applicants agree that the order granting the requested relief to
permit Same Group Investing Funds to invest in Other Investments shall
be subject to the following condition:
1. Applicants will comply with all provisions of rule 12d1-2 under
the Act, except for paragraph (a)(2) to the extent that it restricts
any Same Group Investing Fund from investing in Other Investments as
described in the application.
[[Page 3895]]
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01256 Filed 1-22-14; 8:45 am]
BILLING CODE 8011-01-P
