Princeton Private Equity Fund and Princeton Fund Advisors, LLC; Notice of Application, 17117-17119 [2015-07302]
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asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices
(2) the supporting personnel assigned to
work directly with the acquisition
workforce. This coverage may
encompass acquisition-related duties
and positions in program management;
systems planning, research,
development, engineering, and testing;
procurement, including contracting;
industrial property management;
logistics; quality control and assurance;
manufacturing and production;
business, cost estimating, financial
management, and auditing; education,
training, and career development;
construction; and joint development
and production with other Government
agencies and foreign governments. The
occupational series for this collection of
duties and associated positions
included in AcqDemo are listed in Table
3.
‘‘The AcqDemo includes primarily
former General Schedule employees in
positions with pay plan codes GS and
GM. Employees and positions in other
personnel systems and pay plans may
be converted into AcqDemo as a result
of reorganizations, restructuring,
realignment, consolidation, Base
Realignment and Closure decisions,
legislative dictates, or other
organizational changes. Students and
recent graduates hired through the
Pathways Programs may be included as
determined by their organization or
component. Excluded from coverage of
this project are Senior Executive Service
(SES), Senior Level (SL), Scientific and
Technical (ST), Federal Wage System
(FWS), and Administratively
Determined (AD) positions. Also
excluded from the project are (1)
positions allocated to a Physicians and
Dentist Pay Plan, either GP or GR; (2)
positions covered by the Defense
Civilian Intelligence Personnel System
(DCIPS) (10 U.S.C. Chapter 83); (3)
positions covered by or to be included
in one of the Science and Technology
Reinvention Laboratory (STRL)
personnel demonstration projects
(Section 342(b) of the NDAA for FY
1995, Pub. L. 103–337 (10 U.S.C. 2358),
as amended); and (4) positions in the
Space and Naval Warfare Systems
Center, San Diego, CA, Alternative
Personnel System (Federal Register,
Volume 45, Number 77, Friday April 18,
1980).
E. In the notice published on October
16, 2002, 67 FR 63948—63949:
On page 63948, in the first column,
under the SUMMARY section, the second
sentence ‘‘(See Section 4308 of the
National Defense Authorization Act for
Fiscal Year 1996 (Pub. L. 104–106; 10
U.S.C.A. 1701 note)), as amended by
section 845 of the National Defense
Authorization Act for Fiscal Year 1998
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(Pub. L. 105–85))’’ should read ‘‘(See
Section 872 of the Ike Skelton National
Defense Authorization Act for Fiscal
Year 2011 (Pub. L. 111–383, 124 Stat.
4300, 4302))’’.
F. In the notice published on October
4, 2006, 71 FR 58638–58639:
On page 58638, in the third column,
beginning in the third line from the top,
‘‘[See Section 4308 of the National
Defense Authorization Act for Fiscal
Year 1996 (Pub. L. 104–106; 10 U.S.C.A.
section 1701 note), as amended by
section 845 of the National Defense
Authorization Act for Fiscal Year 1998
(Pub. L. 105–85)]’’ should read ‘‘[See
Section 872 of the Ike Skelton National
Defense Authorization Act for Fiscal
Year 2011 (Pub. L. 111–383, 124 Stat.
4300, 4302)]’’.
G. In the notice published on January
8, 1999, 64 FR 1439, change the number
of Table 2 to Table 3.
[FR Doc. 2015–07314 Filed 3–30–15; 8:45 am]
BILLING CODE 6325–39–C
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31512; 812–14367]
Princeton Private Equity Fund and
Princeton Fund Advisors, LLC; Notice
of Application
March 25, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application under
section 6(c) of the Investment Company
Act of 1940 (the ‘‘Act’’) for an
exemption from sections 18(c) and 18(i)
of the Act and for an order pursuant to
section 17(d) of the Act and rule 17d–
1 under the Act.
AGENCY:
17117
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 April 20, 2015, and
should be accompanied by proof of
service on the applicants, in the form of
an affidavit, or, for lawyers, a certificate
of service. Pursuant to rule 0–5 under
the Act, hearing requests should state
the nature of the writer’s interest, any
facts bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090;
Applicants, c/o Michael Wible, Esq.,
Thompson Hine LLP, 41 S. High Street,
Suite 1700, Columbus, OH 43065.
FOR FURTHER INFORMATION CONTACT:
Emerson S. Davis, Senior Counsel, at
(202) 551–6868 or Daniele Marchesani,
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 an applicant using the
Company name box, at https://
www.sec.gov/search/search.html or by
calling (202) 551–8090.
Applicants’ Representations
1. The Fund is a continuously offered
non-diversified closed-end management
investment company registered under
the Act and organized as a Delaware
statutory trust.
2. The Adviser, a Delaware limited
liability company, is registered with the
Commission as an investment adviser
Summary of Application: Applicants
under the Investment Advisers Act of
request an order to permit certain
1940, as amended (the ‘‘Advisers Act’’).
registered closed-end management
investment companies to issue multiple Northern Lights Fund Distributors, LLC,
a registered broker-dealer under the
classes of shares of beneficial interest
Securities Exchange Act of 1934, as
(‘‘Shares’’) and to impose asset-based
amended (‘‘1934 Act’’), will act as a
service and/or distribution and
placement agent for the Fund Northern
contingent deferred sales loads
Lights Fund Distributors, LLC is not an
(‘‘CDSCs’’).
affiliated person, as defined in section
Applicants: Princeton Private Equity
2(a)(3) of the Act, of the Adviser or of
Fund (the ‘‘Fund’’) and Princeton Fund
Advisors, LLC (the ‘‘Adviser’’) (together, the Fund.
3. The Fund will continuously offer
the ‘‘Applicants’’).
Shares in private placements in reliance
Filing Dates: The application was
on the provisions of Regulation D under
filed on October 2, 2014 and amended
the Securities Act of 1933, as amended
on February 6, 2015.
1
Hearing or Notification of Hearing: An (‘‘Securities Act’’). Shares of the Fund
order granting the requested relief will
1 Shares of the Fund
only to
be issued unless the Commission orders ‘‘accredited investors,’’will be soldin Regulation D
as defined
a hearing. Interested persons may
under the Securities Act. The Fund reserves the
Continued
request a hearing by writing to the
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17118
Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices
asabaliauskas on DSK5VPTVN1PROD with NOTICES
are not listed on any securities exchange
and do not trade on an over-the-counter
system such as NASDAQ. Applicants do
not expect that any secondary market
will develop for the Shares.
4. The Fund currently issues a single
class of Shares (‘‘Initial Class’’) at net
asset value per share plus a servicing
fee.2 The Fund proposes to offer
multiple classes of Shares at net asset
value per share that may (but would not
necessarily) be subject to a front-end
sales load, an annual asset-based service
and/or distribution fee, and/or an Early
Withdrawal Fee (defined below), in
each case as set forth in the Fund’s
Confidential Memorandum.
5. In order to provide a limited degree
of liquidity to shareholders, the Fund
may from time to time offer to
repurchase Shares at their then current
net asset value pursuant to rule 13e–4
under the 1934 Act pursuant to written
tenders by shareholders.3 Repurchases
will be made at such times, in such
amounts and on such terms as may be
determined by the Fund’s board of
trustees (the ‘‘Board’’), in its sole
discretion. The Adviser expects to
ordinarily recommend that the Board
authorize the Fund to offer to
repurchase Shares from shareholders
quarterly.
6. The Applicants request that the
order also apply to any other
continuously-offered registered closedend management investment company
existing now or in the future, for which
the Adviser or any entity controlling,
controlled by, or under common control
(as the term ‘‘control’’ is defined in
section 2(a)(9) of the Act) with the
Adviser acts as investment adviser, and
which provides periodic liquidity with
right to conduct a public offering of the Shares to
accredited investors under the Securities Act in the
future. These Shares will be offered subject to
minimum initial and subsequent purchase
requirements.
2 Before relying on the relief requested in this
application, the Fund will convert the servicing fee
currently charged to holders of its current class of
Shares to an asset-based service and/or distribution
fee that complies with rule 12b–1 under the Act.
3 Shares will be subject to an early repurchase fee
at a rate of 2% of the aggregate net asset value of
a shareholder’s Shares repurchased by the Fund
(the ‘‘Early Withdrawal Fee’’) with respect to any
repurchase of Shares from a shareholder at any time
prior to the day immediately preceding the one-year
anniversary of the shareholder’s purchase of the
Shares. The Early Withdrawal Fee will equally
apply to all classes of Shares of the Fund, consistent
with section 18 of the Act and rule 18f–3
thereunder. To the extent the Fund determines to
waive, impose scheduled variations of, or eliminate
the Early Withdrawal Fee, it will do so consistently
with the requirements of rule 22d–1 under the Act
and the Fund’s waiver of, scheduled variation in,
or elimination of, the Withdrawal Fee will apply
uniformly to all classes of shares of the Fund.
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respect to its Shares pursuant to rule
13e–4 under the 1934 Act.4
7. Applicants represent that any assetbased service and distribution fees will
comply with the provisions of rule
2830(d) of the Conduct Rules of the
National Association of Securities
Dealers, Inc. (‘‘NASD Conduct Rule
2830’’).5 Applicants also represent that
the Fund will disclose in its
Confidential Memorandum the fees,
expenses and other characteristics of
each class of Shares offered for sale by
the Confidential Memorandum, as is
required for open-end, multiple class
funds under Form N–1A. As is required
for open-end funds, the Fund will
disclose its expenses in shareholder
reports, and disclose any arrangements
that result in breakpoints in or
elimination of sales loads in its
Confidential Memorandum.6 The Fund
will also comply with any requirement
that may be adopted by the Commission
or FINRA regarding disclosure at the
point of sale and in transaction
confirmations about the costs and
conflicts of interest arising out of the
distribution of open-end investment
company shares, and regarding private
placement memorandum disclosure of
sales loads and revenue sharing
arrangements as if those requirements
applied to the Fund and the
Distributor.7 In addition, Applicants
will comply with applicable enhanced
fee disclosure requirements for fund of
funds, including registered funds of
hedge funds.8
8. The Fund will allocate all expenses
incurred by it among the various classes
of Shares based on the net assets of the
Fund attributable to each class, except
that the net asset value and expenses of
each class will reflect distribution fees,
4 Any Fund relying on this relief will do so in a
manner consistent with the terms and conditions of
the application. Applicants represent that any
person presently intending to rely on the order
requested in the application is listed as an
applicant.
5 All references to NASD Conduct Rule 2830
include any successor or replacement rule that may
be adopted by FINRA.
6 See Shareholder Reports and Quarterly Portfolio
Disclosure of Registered Management Investment
Companies, Investment Company Act Release No.
26372 (Feb. 27, 2004) (adopting release); and
Disclosure of Breakpoint Discounts by Mutual
Funds, Investment Company Act Release No. 26464
(June 7, 2004) (adopting release).
7 See 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).
8 Fund of Funds Investments, Investment
Company Act Rel. Nos. 26198 (Oct. 1, 2003)
(proposing release) and 27399 (Jun. 20, 2006)
(adopting release). See also Rules 12d1–1, et seq. of
the Act.
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service fees, and any other incremental
expenses of that class. Expenses of the
Fund allocated to a particular class of
the Fund’s Shares will be borne on a pro
rata basis by each outstanding Share of
that class. The Fund will comply with
the provisions of rule 18f–3 as if it were
an open-end investment company.
9. Although the Fund does not
anticipate imposing CDSCs, the
Applicants would only do so in
compliance with the provisions of rule
6c–10 of the Act, as if that rule applied
to closed-end management investment
companies. With respect to any waiver
of, scheduled variation in, or
elimination of the CDSC, the Fund will
comply with rule 22d–1 under the Act
as if the Fund were an open-end
investment company.
Applicants’ Legal Analysis
Multiple Classes of Shares
1. Section 18(c) of the Act provides,
in relevant part, that a registered closedend 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 Fund may be prohibited by section
18(c) of the Act.
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 Fund
may violate section 18(i) of the Act
because each class would be entitled to
exclusive voting rights with respect to
matters solely related to that class.
3. Section 6(c) of the Act provides
that, the Commission may, by order
upon application, conditionally or
unconditionally exempt any person,
security, or transaction, or any class or
classes of persons, securities, or
transactions, from any provision or
provisions of the Act or from any rule
or regulation under the Act, if and to the
extent that the exemption is necessary
or appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Applicants request exemptive
relief under section 6(c) from sections
18(c) and 18(i) to permit the Funds to
issue multiple classes of Shares.
4. Applicants also believe that the
proposed allocation of expenses and
voting rights among multiple classes is
equitable and will not discriminate
against any group or class of
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Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices
shareholders. Applicants submit that
the proposed arrangements would
permit the Fund to facilitate the
distribution of Shares and provide
investors with a broader choice of
shareholder options. Applicants believe
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. Applicants state that the
Fund will comply with the provisions of
rule 18f–3 as if it were an open-end
investment company.
asabaliauskas on DSK5VPTVN1PROD with NOTICES
CDSCs
1. Applicants believe that the
requested relief meets the standards of
section 6(c) of the Act. Rule 6c–10
under the Act permits open-end
investment companies to impose
CDSCs, subject to certain conditions.
Applicants state that although the Fund
does not currently intend to impose
CDSCs, the Fund will only impose a
CDSC in compliance with rule 6c–10 as
if that rule applied to closed-end
management investment companies.
The Fund would also make required
disclosures in accordance with the
requirements of Form N–1A concerning
CDSCs as if the Fund were an open-end
investment company. Applicants further
state that, in the event it imposes
CDSCs, the Fund will apply the CDSCs
(and any waivers or scheduled
variations of the CDSCs) uniformly to all
shareholders of a given class and
consistently with the requirements of
rule 22d–1 under the Act.
Asset-based Service and Distribution
Fees
1. Section 17(d) of the Act and rule
17d–1 under the Act prohibit an
affiliated person of a registered
investment company or an affiliated
person of such person, acting as
principal, from participating in or
effecting any transaction in connection
with any joint enterprise or joint
arrangement in which the investment
company participates unless the
Commission issues an order permitting
the transaction. In reviewing
applications submitted under section
17(d) and rule 17d–1, the Commission
considers whether the participation of
the investment company in a joint
enterprise or joint arrangement is
consistent with the provisions, policies
and purposes of the Act, and the extent
to which the participation is on a basis
different from or less advantageous than
that of other participants.
2. Rule 17d–3 under the Act provides
an exemption from section 17(d) and
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rule 17d–1 to permit open-end
investment companies to enter into
distribution arrangements pursuant to
rule 12b–1 under the Act. Applicants
request an order under section 17(d) of
the Act and rule 17d–1 under the Act to
permit the Fund to impose asset-based
service and/or distribution fees.
Applicants have agreed to comply with
rules 12b–1 and 17d–3 as if those rules
applied to closed-end investment
companies.
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 6c–10, 12b–1, 17d–
3, 18f–3, and 22d–1 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 NASD Conduct
Rule 2830, as amended from time to
time, as if that rule applied to all closedend management investment
companies.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015–07302 Filed 3–30–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
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, April 2, 2015 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 her designee, has
certified that, in her 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 matter at the Closed Meeting.
Commissioner Piwowar, as duty
officer, voted to consider the items
listed for the Closed Meeting in closed
session, and determined that no earlier
notice thereof was possible.
The subject matter of the Closed
Meeting will be:
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17119
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Resolution of litigation claims; 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: March 26, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015–07422 Filed 3–27–15; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74577; File No. SR–ICEEU–
2015–006]
Self-Regulatory Organizations; ICE
Clear Europe Limited; Notice of Filing
and Immediate Effectiveness of
Proposed Rule Change Relating to
FATCA Requirements
March 25, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on March 13,
2015, ICE Clear Europe Limited (‘‘ICE
Clear Europe’’ or ‘‘Clearing House’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change described in Items
I, II and III below, which Items have
been prepared by ICE Clear Europe. ICE
Clear Europe filed the proposed rule
change pursuant to Section 19(b)(3)(A)
of the Act,3 and Rule 19b–4(f)(4)(i) 4
thereunder, so that the proposed rule
change was effective upon filing with
the Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The principal purpose of the
proposed rule change is to amend the
ICE Clear Europe Finance Procedures in
order to address certain reporting and
information requirements relating to
Sections 1471 through 1474 of the U.S.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(4)(i).
2 17
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]]>Agencies
[Federal Register Volume 80, Number 61 (Tuesday, March 31, 2015)]
[Notices]
[Pages 17117-17119]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-07302]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31512; 812-14367]
Princeton Private Equity Fund and Princeton Fund Advisors, LLC;
Notice of Application
March 25, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c)
and 18(i) of the Act and for an order pursuant to section 17(d) of the
Act and rule 17d-1 under the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order to permit
certain registered closed-end management investment companies to issue
multiple classes of shares of beneficial interest (``Shares'') and to
impose asset-based service and/or distribution and contingent deferred
sales loads (``CDSCs'').
Applicants: Princeton Private Equity Fund (the ``Fund'') and
Princeton Fund Advisors, LLC (the ``Adviser'') (together, the
``Applicants'').
DATES: The application was filed on October 2, 2014 and amended on
February 6, 2015.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on April 20, 2015, and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090; Applicants, c/o Michael Wible,
Esq., Thompson Hine LLP, 41 S. High Street, Suite 1700, Columbus, OH
43065.
FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, at
(202) 551-6868 or Daniele Marchesani, 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 an applicant
using the Company name box, at https://www.sec.gov/search/search.html or
by calling (202) 551-8090.
Applicants' Representations
1. The Fund is a continuously offered non-diversified closed-end
management investment company registered under the Act and organized as
a Delaware statutory trust.
2. The Adviser, a Delaware limited liability company, is registered
with the Commission as an investment adviser under the Investment
Advisers Act of 1940, as amended (the ``Advisers Act''). Northern
Lights Fund Distributors, LLC, a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (``1934 Act''), will act as
a placement agent for the Fund Northern Lights Fund Distributors, LLC
is not an affiliated person, as defined in section 2(a)(3) of the Act,
of the Adviser or of the Fund.
3. The Fund will continuously offer Shares in private placements in
reliance on the provisions of Regulation D under the Securities Act of
1933, as amended (``Securities Act'').\1\ Shares of the Fund
[[Page 17118]]
are not listed on any securities exchange and do not trade on an over-
the-counter system such as NASDAQ. Applicants do not expect that any
secondary market will develop for the Shares.
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\1\ Shares of the Fund will be sold only to ``accredited
investors,'' as defined in Regulation D under the Securities Act.
The Fund reserves the right to conduct a public offering of the
Shares to accredited investors under the Securities Act in the
future. These Shares will be offered subject to minimum initial and
subsequent purchase requirements.
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4. The Fund currently issues a single class of Shares (``Initial
Class'') at net asset value per share plus a servicing fee.\2\ The Fund
proposes to offer multiple classes of Shares at net asset value per
share that may (but would not necessarily) be subject to a front-end
sales load, an annual asset-based service and/or distribution fee, and/
or an Early Withdrawal Fee (defined below), in each case as set forth
in the Fund's Confidential Memorandum.
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\2\ Before relying on the relief requested in this application,
the Fund will convert the servicing fee currently charged to holders
of its current class of Shares to an asset-based service and/or
distribution fee that complies with rule 12b-1 under the Act.
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5. In order to provide a limited degree of liquidity to
shareholders, the Fund may from time to time offer to repurchase Shares
at their then current net asset value pursuant to rule 13e-4 under the
1934 Act pursuant to written tenders by shareholders.\3\ Repurchases
will be made at such times, in such amounts and on such terms as may be
determined by the Fund's board of trustees (the ``Board''), in its sole
discretion. The Adviser expects to ordinarily recommend that the Board
authorize the Fund to offer to repurchase Shares from shareholders
quarterly.
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\3\ Shares will be subject to an early repurchase fee at a rate
of 2% of the aggregate net asset value of a shareholder's Shares
repurchased by the Fund (the ``Early Withdrawal Fee'') with respect
to any repurchase of Shares from a shareholder at any time prior to
the day immediately preceding the one-year anniversary of the
shareholder's purchase of the Shares. The Early Withdrawal Fee will
equally apply to all classes of Shares of the Fund, consistent with
section 18 of the Act and rule 18f-3 thereunder. To the extent the
Fund determines to waive, impose scheduled variations of, or
eliminate the Early Withdrawal Fee, it will do so consistently with
the requirements of rule 22d-1 under the Act and the Fund's waiver
of, scheduled variation in, or elimination of, the Withdrawal Fee
will apply uniformly to all classes of shares of the Fund.
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6. The Applicants request that the order also apply to any other
continuously-offered registered closed-end management investment
company existing now or in the future, for which the Adviser or any
entity controlling, controlled by, or under common control (as the term
``control'' is defined in section 2(a)(9) of the Act) with the Adviser
acts as investment adviser, and which provides periodic liquidity with
respect to its Shares pursuant to rule 13e-4 under the 1934 Act.\4\
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\4\ Any Fund relying on this relief will do so in a manner
consistent with the terms and conditions of the application.
Applicants represent that any person presently intending to rely on
the order requested in the application is listed as an applicant.
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7. Applicants represent that any asset-based service and
distribution fees will comply with the provisions of rule 2830(d) of
the Conduct Rules of the National Association of Securities Dealers,
Inc. (``NASD Conduct Rule 2830'').\5\ Applicants also represent that
the Fund will disclose in its Confidential Memorandum the fees,
expenses and other characteristics of each class of Shares offered for
sale by the Confidential Memorandum, as is required for open-end,
multiple class funds under Form N-1A. As is required for open-end
funds, the Fund will disclose its expenses in shareholder reports, and
disclose any arrangements that result in breakpoints in or elimination
of sales loads in its Confidential Memorandum.\6\ The Fund will also
comply with any requirement that may be adopted by the Commission or
FINRA regarding disclosure at the point of sale and in transaction
confirmations about the costs and conflicts of interest arising out of
the distribution of open-end investment company shares, and regarding
private placement memorandum disclosure of sales loads and revenue
sharing arrangements as if those requirements applied to the Fund and
the Distributor.\7\ In addition, Applicants will comply with applicable
enhanced fee disclosure requirements for fund of funds, including
registered funds of hedge funds.\8\
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\5\ All references to NASD Conduct Rule 2830 include any
successor or replacement rule that may be adopted by FINRA.
\6\ See Shareholder Reports and Quarterly Portfolio Disclosure
of Registered Management Investment Companies, Investment Company
Act Release No. 26372 (Feb. 27, 2004) (adopting release); and
Disclosure of Breakpoint Discounts by Mutual Funds, Investment
Company Act Release No. 26464 (June 7, 2004) (adopting release).
\7\ See 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).
\8\ Fund of Funds Investments, Investment Company Act Rel. Nos.
26198 (Oct. 1, 2003) (proposing release) and 27399 (Jun. 20, 2006)
(adopting release). See also Rules 12d1-1, et seq. of the Act.
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8. The Fund will allocate all expenses incurred by it among the
various classes of Shares based on the 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 the Fund
allocated to a particular class of the Fund's Shares will be borne on a
pro rata basis by each outstanding Share of that class. The Fund will
comply with the provisions of rule 18f-3 as if it were an open-end
investment company.
9. Although the Fund does not anticipate imposing CDSCs, the
Applicants would only do so in compliance with the provisions of rule
6c-10 of the Act, as if that rule applied to closed-end management
investment companies. With respect to any waiver of, scheduled
variation in, or elimination of the CDSC, the Fund will comply with
rule 22d-1 under the Act as if the Fund were an open-end investment
company.
Applicants' Legal Analysis
Multiple Classes of Shares
1. Section 18(c) of the Act provides, in relevant part, that a
registered 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 Fund may be prohibited by
section 18(c) of the Act.
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 Fund may violate section 18(i) of the Act because each class would
be entitled to exclusive voting rights with respect to matters solely
related to that class.
3. Section 6(c) of the Act provides that, the Commission may, by
order upon application, conditionally or unconditionally exempt any
person, security, or transaction, or any class or classes of persons,
securities, or transactions, from any provision or provisions of the
Act or from any rule or regulation under the Act, if and to the extent
that the exemption is necessary or appropriate in the public interest
and consistent with the protection of investors and the purposes fairly
intended by the policy and provisions of the Act. Applicants request
exemptive relief under section 6(c) from sections 18(c) and 18(i) to
permit the Funds to issue multiple classes of Shares.
4. Applicants also believe that the proposed allocation of expenses
and voting rights among multiple classes is equitable and will not
discriminate against any group or class of
[[Page 17119]]
shareholders. Applicants submit that the proposed arrangements would
permit the Fund to facilitate the distribution of Shares and provide
investors with a broader choice of shareholder options. Applicants
believe 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. Applicants state that the Fund will comply with the
provisions of rule 18f-3 as if it were an open-end investment company.
CDSCs
1. Applicants believe that the requested relief meets the standards
of section 6(c) of the Act. Rule 6c-10 under the Act permits open-end
investment companies to impose CDSCs, subject to certain conditions.
Applicants state that although the Fund does not currently intend to
impose CDSCs, the Fund will only impose a CDSC in compliance with rule
6c-10 as if that rule applied to closed-end management investment
companies. The Fund would also make required disclosures in accordance
with the requirements of Form N-1A concerning CDSCs as if the Fund were
an open-end investment company. Applicants further state that, in the
event it imposes CDSCs, the Fund will apply the CDSCs (and any waivers
or scheduled variations of the CDSCs) uniformly to all shareholders of
a given class and consistently with the requirements of rule 22d-1
under the Act.
Asset-based Service and Distribution Fees
1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit
an affiliated person of a registered investment company or an
affiliated person of such person, acting as principal, from
participating in or effecting any transaction in connection with any
joint enterprise or joint arrangement in which the investment company
participates unless the Commission issues an order permitting the
transaction. In reviewing applications submitted under section 17(d)
and rule 17d-1, the Commission considers whether the participation of
the investment company in a joint enterprise or joint arrangement is
consistent with the provisions, policies and purposes of the Act, and
the extent to which the participation is on a basis different from or
less advantageous than that of other participants.
2. Rule 17d-3 under the Act provides an exemption from section
17(d) and rule 17d-1 to permit open-end investment companies to enter
into distribution arrangements pursuant to rule 12b-1 under the Act.
Applicants request an order under section 17(d) of the Act and rule
17d-1 under the Act to permit the Fund to impose asset-based service
and/or distribution fees. Applicants have agreed to comply with rules
12b-1 and 17d-3 as if those rules applied to closed-end investment
companies.
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 6c-10, 12b-1,
17d-3, 18f-3, and 22d-1 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 NASD Conduct Rule 2830, as amended from
time to time, as if that rule applied to all closed-end management
investment companies.
For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-07302 Filed 3-30-15; 8:45 am]
BILLING CODE 8011-01-P
