Altegris KKR Commitments Master Fund, et al.; Notice of Application, 79989-79991 [2015-32193]

Download as PDF Federal Register / Vol. 80, No. 246 / Wednesday, December 23, 2015 / Notices Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–MIAX–2015–70. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–MIAX– 2015–70 and should be submitted on or before January 13, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.17 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–32188 Filed 12–22–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31944; 812–14415] Altegris KKR Commitments Master Fund, et al.; Notice of Application December 17, 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 tkelley on DSK3SPTVN1PROD with NOTICES AGENCY: 17 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 18:05 Dec 22, 2015 Jkt 238001 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 fees and contingent deferred sales loads (‘‘CDSCs’’). Applicants: Altegris KKR Commitments Master Fund (the ‘‘Fund’’), Altegris Advisors, L.L.C. (the ‘‘Adviser’’) and Altegris Investments, L.L.C. (the ‘‘Distributor’’). Filing Dates: The application was filed on January 12, 2015, and amended on August 26, 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 January 11, 2016, and should be accompanied by proof of service on 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, 1200 Prospect Street, Suite 400, La Jolla, CA 92037. FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at (202) 551–6773 or Daniele Marchesani, 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 an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations 1. The Fund is a continuously offered closed-end management investment company registered under the Act and organized as a Delaware statutory trust. PO 00000 Frm 00173 Fmt 4703 Sfmt 4703 79989 The Fund currently serves as the master fund in a master-feeder structure with one feeder fund.1 If the requested relief is granted, the feeder fund will be dissolved promptly and the Fund will no longer operate within a master-feeder structure. The Fund operates as a ‘‘fund of funds’’ that intends to invest in private equity funds (‘‘Investment Funds’’) and in co-investment opportunities in operating companies that are presented by one or more Investment Funds (‘‘Co-Investment Opportunities’’). In particular, the Fund intends to invest significantly in Investment Funds that are sponsored or advised by Kohlberg Kravis Roberts & Co. L.P. or an affiliate (collectively, ‘‘KKR’’) and Co-Investment Opportunities presented by such KKRadvised Investment Funds. 2. The Adviser, a Delaware limited liability company, is registered as an investment adviser under the Investment Advisers Act of 1940. The Adviser serves as investment adviser to the Fund. The Distributor, a brokerdealer registered under the Securities Exchange Act of 1934 (‘‘1934 Act’’), acts as the distributor of the Fund. The Distributor is under common control with the Adviser and is an affiliated person, as defined in section 2(a)(3) of the Act, of the Adviser. 3. The Fund continuously offers its Shares 2 to persons who are ‘‘accredited investors,’’ as defined in Regulation D under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). Shares of the Fund 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 offers a single class of Shares (the ‘‘Initial Class’’) at net asset value per share without a sales load and without an annual asset-based service and/or distribution fee. The Fund proposes to issue multiple classes of Shares and specifically proposes to offer a new Share class (the ‘‘New Class’’) at net asset value that may (but would not necessarily) be subject to a front-end sales load and an annual asset-based service and/or distribution fee. The Fund intends to continue to offer Initial Class Shares, without a sales load and without a service and/or distribution fee. 5. In order to provide a limited degree of liquidity to shareholders, the Fund 1 The feeder fund is Altegris KKR Commitments Fund. 2 ‘‘Shares’’ includes any other equivalent designation of a proportionate ownership interest of the Fund. E:\FR\FM\23DEN1.SGM 23DEN1 79990 Federal Register / Vol. 80, No. 246 / Wednesday, December 23, 2015 / Notices tkelley on DSK3SPTVN1PROD with NOTICES may from time to time offer to repurchase Shares at their then current net asset value in accordance with 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 (‘‘Board’’), in its sole discretion.4 Repurchases will not commence for at least two full calendar years following commencement of operations. Beginning in the third year, the Adviser will recommend to the Board (subject to its discretion) that the Fund offer to repurchase Shares from shareholders on a quarterly basis. 6. 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, the Distributor, or any entity controlling, controlled by, or under common control with the Adviser or the Distributor acts as investment adviser or principal underwriter, respectively, and which provides periodic liquidity with respect to its Shares through tender offers conducted in compliance with rule 13e–4 under the 1934 Act.5 7. Applicants represent that any assetbased service and/or 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’’) as if that rule applied to the Fund.6 Applicants also represent that the Fund will disclose in its prospectus, the fees, expenses and other characteristics of each class of Shares offered for sale by the prospectus as is required for open-end multiple class funds under Form N–1A. 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 prospectus.7 The Fund and the Distributor will also comply with any requirements that may be adopted by the Commission or FINRA regarding disclosure at the point of sale and in transaction confirmations about the costs and conflicts of interest arising out of the distribution of open-end investment company shares, and regarding prospectus disclosure of sales loads and revenue sharing arrangements as if those requirements applied to the Fund and the Distributor.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, service fees, and any other incremental expenses of that class. Expenses of the Fund allocated to a particular class of Shares will be borne on a pro rata basis by each outstanding Share of that class. Applicants state that the Fund will comply with the provisions of rule 18f– 3 under the Act as if it were an openend investment company. 9. In the event the Fund imposes a CDSC, the applicants will comply with the provisions of rule 6c–10 under 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. 3 Likewise, the feeder fund’s repurchase offers are conducted pursuant to rule 13e–4 under the 1934 Act. 4 Shares are subject to an Early Repurchase Fee at a rate of 2% of the net asset value of any Shares repurchased by the Fund that were held for less than one year. The Early Repurchase Fee will equally apply to all shareholders of the Fund, regardless of class, consistent with section 18 of the Act and rule 18f–3 under the Act. To the extent the Fund determines to waive, impose scheduled variations of, or eliminate the Early Repurchase Fee, it will do so consistently with the requirements of rule 22d–1 under the Act as if the Early Repurchase Fee were a CDSC and as if the Fund were an openend investment company, and the Fund’s waiver of, scheduled variation in, or elimination of, the Early Repurchase Fee will apply uniformly to all shareholders of the Fund. 5 The Fund and any other investment company relying on the requested 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 requested relief is listed as an applicant. 6 All references to NASD Conduct Rule 2830 include any successor or replacement rule that may be adopted by the Financial Industry Regulatory Authority (‘‘FINRA’’). Applicants’ Legal Analysis VerDate Sep<11>2014 18:05 Dec 22, 2015 Jkt 238001 Multiple Classes of Shares 1. Section 18(c) of the Act provides, in relevant part, that a closed-end investment company may not issue or sell any senior security if, immediately thereafter, the company has outstanding 7 See Shareholder Reports and Quarterly Portfolio Disclosure of Registered Management Investment Companies, Investment Company Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring open-end investment companies to disclose fund expenses in shareholder reports); and Disclosure of Breakpoint Discounts by Mutual Funds, Investment Company Act Release No. 26464 (June 7, 2004) (adopting release) (requiring open-end investment companies to provide prospectus disclosure of certain sales load information). 8 See, e.g., Confirmation Requirements and Point of Sale Disclosure Requirements for Transactions and 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). PO 00000 Frm 00174 Fmt 4703 Sfmt 4703 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). 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 exempt any person, security or transaction or any class or classes of persons, securities or transactions from any provision of the Act, or from any rule under the Act, if and to the extent such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants request an exemption under section 6(c) from sections 18(c) and 18(i) to permit the Fund to issue multiple classes of Shares. 4. Applicants submit that the proposed allocation of expenses and voting rights among multiple classes is equitable and will not discriminate against any group or class of shareholders. Applicants submit that the proposed arrangements would permit the Fund to facilitate the distribution of its Shares and provide investors with a broader choice of shareholder options. Applicants assert that the proposed closed-end investment company multiple class structure does not raise the concerns underlying section 18 of the Act to any greater degree than open-end investment companies’ multiple class structures that are permitted by rule 18f–3 under the Act. Applicants state that the Fund will comply with the provisions of rule 18f–3 as if it were an open-end investment company. CDSCs 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 any CDSC imposed by the Fund will comply with rule 6c–10 under the Act as if the rule were applicable to closedend investment companies. The Fund also will disclose CDSCs in accordance with the requirements of Form N–1A concerning CDSCs as if the Fund were E:\FR\FM\23DEN1.SGM 23DEN1 Federal Register / Vol. 80, No. 246 / Wednesday, December 23, 2015 / Notices an open-end investment company. Applicants further state that the Fund will apply the CDSC (and any waivers or scheduled variations of the CDSC) uniformly to all shareholders in a given class and consistently with the requirements of rule 22d–1 under the Act. Asset-Based Service and/or 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) 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. tkelley on DSK3SPTVN1PROD with NOTICES Applicants’ Condition The Fund agrees 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. Robert W. Errett, Deputy Secretary. [FR Doc. 2015–32193 Filed 12–22–15; 8:45 am] Jkt 238001 [Public Notice: 9392] Advisory Committee on International Postal and Delivery Services Department of State. Solicitation of expressions of interest from members of the public wishing to serve as representative members of the Department of State’s Advisory Committee on International Postal and Delivery Services (IPoDS). ACTION: DEPARTMENT OF STATE [Public Notice 9391] Culturally Significant Objects Imported for Exhibition Determinations: ‘‘Pierre Bonnard: Painting Arcadia’’ Exhibition Notice is hereby given of the following determinations: Pursuant to the authority vested in me by the Act of October 19, 1965 (79 Stat. 985; 22 U.S.C. 2459), Executive Order 12047 of March 27, 1978, the Foreign Affairs Reform and Restructuring Act of 1998 (112 Stat. 2681, et seq.; 22 U.S.C. 6501 note, et seq.), Delegation of Authority No. 234 of October 1, 1999, Delegation of Authority No. 236–3 of August 28, 2000 (and, as appropriate, Delegation of Authority No. 257 of April 15, 2003), I hereby determine that the objects to be included in the exhibition ‘‘Pierre Bonnard: Painting Arcadia,’’ imported from abroad for temporary exhibition within the United States, are of cultural significance. The objects are imported pursuant to loan agreements with the foreign owners or custodians. I also determine that the exhibition or display of the exhibit objects at the Fine Arts Museums of San Francisco, Legion of Honor, San Francisco, California, from on about February 6, 2016, until on or about May 15, 2016, and at possible additional exhibitions or venues yet to be determined, is in the national interest. I have ordered that Public Notice of these Determinations be published in the Federal Register. SUMMARY: For further information, including a list of the imported objects, contact the Office of Public Diplomacy and Public Affairs in the Office of the Legal Adviser, U.S. Department of State (telephone: 202– 632–6471; email: section2459@ state.gov). The mailing address is U.S. Department of State, L/PD, SA–5, Suite 5H03, Washington, DC 20522–0505. FOR FURTHER INFORMATION CONTACT: Dated: December 14, 2015. Kelly Keiderling, Principal Deputy Assistant Secretary, Bureau of Educational and Cultural Affairs, Department of State. BILLING CODE 4710–05–P 19:15 Dec 22, 2015 DEPARTMENT OF STATE AGENCY: BILLING CODE 8011–01–P [FR Doc. 2015–32335 Filed 12–22–15; 8:45 am] VerDate Sep<11>2014 79991 PO 00000 Frm 00175 Fmt 4703 Sfmt 4703 This notice announces that applications are now being accepted from members of the public who wish to serve on the IPoDS Committee, which was established in accordance with the provisions of the 39 U.S.C. 407(b)(3) and the Federal Advisory Committee Act, 5 U.S.C. Appendix. Under the terms of its charter, the IPoDS Committee comprises members representing mailers, private sector delivery companies, stakeholders in international delivery services or others who are directly affected by international postal operations. The Committee also includes Federal members from several U.S. Government agencies including the Postal Regulatory Commission, and the United States Postal Service. Members are appointed by the Assistant Secretary of State for International Organization Affairs. The Committee provides advice to the Department of State with respect to U.S. foreign policy related to international postal services and other international delivery services and U.S. policy toward the Universal Postal Union and other international postal and delivery organizations. Representative members of the Committee serve on a voluntary basis and without compensation. In order to be appointed to the Committee, interested individuals must represent identifiable users or providers of international postal or delivery services or others directly affected by international postal operations. There is no specified form for applications. Prospective Committee members should submit a letter expressing their interest in serving that explicitly identifies the group or entity they represent. They should also include a clear statement of the connection of that group or entity to the use or provision of international postal or delivery services. Letters must state whether a prospective Committee member is a registered lobbyist or registered foreign agent and must disclose all other interested parties, foreign and domestic, that the prospective member represents or advises in any capacity as well as the SUMMARY: E:\FR\FM\23DEN1.SGM 23DEN1

Agencies

[Federal Register Volume 80, Number 246 (Wednesday, December 23, 2015)]
[Notices]
[Pages 79989-79991]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-32193]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31944; 812-14415]


Altegris KKR Commitments Master Fund, et al.; Notice of 
Application

December 17, 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 fees and contingent deferred 
sales loads (``CDSCs'').

Applicants: Altegris KKR Commitments Master Fund (the ``Fund''), 
Altegris Advisors, L.L.C. (the ``Adviser'') and Altegris Investments, 
L.L.C. (the ``Distributor'').

Filing Dates: The application was filed on January 12, 2015, and 
amended on August 26, 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 January 11, 2016, and should be accompanied by proof of 
service on 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, 1200 Prospect 
Street, Suite 400, La Jolla, CA 92037.

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at 
(202) 551-6773 or Daniele Marchesani, 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 an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Fund is a continuously offered closed-end management 
investment company registered under the Act and organized as a Delaware 
statutory trust. The Fund currently serves as the master fund in a 
master-feeder structure with one feeder fund.\1\ If the requested 
relief is granted, the feeder fund will be dissolved promptly and the 
Fund will no longer operate within a master-feeder structure. The Fund 
operates as a ``fund of funds'' that intends to invest in private 
equity funds (``Investment Funds'') and in co-investment opportunities 
in operating companies that are presented by one or more Investment 
Funds (``Co-Investment Opportunities''). In particular, the Fund 
intends to invest significantly in Investment Funds that are sponsored 
or advised by Kohlberg Kravis Roberts & Co. L.P. or an affiliate 
(collectively, ``KKR'') and Co-Investment Opportunities presented by 
such KKR-advised Investment Funds.
---------------------------------------------------------------------------

    \1\ The feeder fund is Altegris KKR Commitments Fund.
---------------------------------------------------------------------------

    2. The Adviser, a Delaware limited liability company, is registered 
as an investment adviser under the Investment Advisers Act of 1940. The 
Adviser serves as investment adviser to the Fund. The Distributor, a 
broker-dealer registered under the Securities Exchange Act of 1934 
(``1934 Act''), acts as the distributor of the Fund. The Distributor is 
under common control with the Adviser and is an affiliated person, as 
defined in section 2(a)(3) of the Act, of the Adviser.
    3. The Fund continuously offers its Shares \2\ to persons who are 
``accredited investors,'' as defined in Regulation D under the 
Securities Act of 1933, as amended (the ``Securities Act''). Shares of 
the Fund 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.
---------------------------------------------------------------------------

    \2\ ``Shares'' includes any other equivalent designation of a 
proportionate ownership interest of the Fund.
---------------------------------------------------------------------------

    4. The Fund currently offers a single class of Shares (the 
``Initial Class'') at net asset value per share without a sales load 
and without an annual asset-based service and/or distribution fee. The 
Fund proposes to issue multiple classes of Shares and specifically 
proposes to offer a new Share class (the ``New Class'') at net asset 
value that may (but would not necessarily) be subject to a front-end 
sales load and an annual asset-based service and/or distribution fee. 
The Fund intends to continue to offer Initial Class Shares, without a 
sales load and without a service and/or distribution fee.
    5. In order to provide a limited degree of liquidity to 
shareholders, the Fund

[[Page 79990]]

may from time to time offer to repurchase Shares at their then current 
net asset value in accordance with 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 (``Board''), in its sole 
discretion.\4\ Repurchases will not commence for at least two full 
calendar years following commencement of operations. Beginning in the 
third year, the Adviser will recommend to the Board (subject to its 
discretion) that the Fund offer to repurchase Shares from shareholders 
on a quarterly basis.
---------------------------------------------------------------------------

    \3\ Likewise, the feeder fund's repurchase offers are conducted 
pursuant to rule 13e-4 under the 1934 Act.
    \4\ Shares are subject to an Early Repurchase Fee at a rate of 
2% of the net asset value of any Shares repurchased by the Fund that 
were held for less than one year. The Early Repurchase Fee will 
equally apply to all shareholders of the Fund, regardless of class, 
consistent with section 18 of the Act and rule 18f-3 under the Act. 
To the extent the Fund determines to waive, impose scheduled 
variations of, or eliminate the Early Repurchase Fee, it will do so 
consistently with the requirements of rule 22d-1 under the Act as if 
the Early Repurchase Fee were a CDSC and as if the Fund were an 
open-end investment company, and the Fund's waiver of, scheduled 
variation in, or elimination of, the Early Repurchase Fee will apply 
uniformly to all shareholders of the Fund.
---------------------------------------------------------------------------

    6. 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, the 
Distributor, or any entity controlling, controlled by, or under common 
control with the Adviser or the Distributor acts as investment adviser 
or principal underwriter, respectively, and which provides periodic 
liquidity with respect to its Shares through tender offers conducted in 
compliance with rule 13e-4 under the 1934 Act.\5\
---------------------------------------------------------------------------

    \5\ The Fund and any other investment company relying on the 
requested 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 requested relief is listed 
as an applicant.
---------------------------------------------------------------------------

    7. Applicants represent that any asset-based service and/or 
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'') as if that rule applied to the 
Fund.\6\ Applicants also represent that the Fund will disclose in its 
prospectus, the fees, expenses and other characteristics of each class 
of Shares offered for sale by the prospectus as is required for open-
end multiple class funds under Form N-1A. 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 prospectus.\7\ The Fund and the Distributor will 
also comply with any requirements that may be adopted by the Commission 
or FINRA regarding disclosure at the point of sale and in transaction 
confirmations about the costs and conflicts of interest arising out of 
the distribution of open-end investment company shares, and regarding 
prospectus disclosure of sales loads and revenue sharing arrangements 
as if those requirements applied to the Fund and the Distributor.\8\
---------------------------------------------------------------------------

    \6\ All references to NASD Conduct Rule 2830 include any 
successor or replacement rule that may be adopted by the Financial 
Industry Regulatory Authority (``FINRA'').
    \7\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \8\ See, e.g., Confirmation Requirements and Point of Sale 
Disclosure Requirements for Transactions and 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. 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 Shares will be borne on a pro rata 
basis by each outstanding Share of that class. Applicants state that 
the Fund will comply with the provisions of rule 18f-3 under the Act as 
if it were an open-end investment company.
    9. In the event the Fund imposes a CDSC, the applicants will comply 
with the provisions of rule 6c-10 under 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 
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).
    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 exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule under the Act, if and to the extent such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act. Applicants request an exemption under section 
6(c) from sections 18(c) and 18(i) to permit the Fund to issue multiple 
classes of Shares.
    4. Applicants submit that the proposed allocation of expenses and 
voting rights among multiple classes is equitable and will not 
discriminate against any group or class of shareholders. Applicants 
submit that the proposed arrangements would permit the Fund to 
facilitate the distribution of its Shares and provide investors with a 
broader choice of shareholder options. Applicants assert that the 
proposed closed-end investment company multiple class structure does 
not raise the concerns underlying section 18 of the Act to any greater 
degree than open-end investment companies' multiple class structures 
that are permitted by rule 18f-3 under the Act. Applicants state that 
the Fund will comply with the provisions of rule 18f-3 as if it were an 
open-end investment company.

 CDSCs

    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 any CDSC imposed by the Fund will comply with 
rule 6c-10 under the Act as if the rule were applicable to closed-end 
investment companies. The Fund also will disclose CDSCs in accordance 
with the requirements of Form N-1A concerning CDSCs as if the Fund were

[[Page 79991]]

an open-end investment company. Applicants further state that the Fund 
will apply the CDSC (and any waivers or scheduled variations of the 
CDSC) uniformly to all shareholders in a given class and consistently 
with the requirements of rule 22d-1 under the Act.

Asset-Based Service and/or 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) 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

    The Fund agrees 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.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-32193 Filed 12-22-15; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.