MassMutual Access Pine Point Fund, et al., 71109-71111 [2021-26968]

Download as PDF Federal Register / Vol. 86, No. 237 / Tuesday, December 14, 2021 / Notices Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 jspears on DSK121TN23PROD with NOTICES1 Extension: Rule 17Ac2–2 and Form TA–2 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of the existing collection of information provided for in Rule 17Ac2–2 (17 CFR 240.17Ac2–2) and Form TA–2 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) (‘‘Exchange Act’’). Rule 17Ac2–2 and Form TA–2 under the Exchange Act require transfer agents to file an annual report of their business activities with the Commission. These reporting requirements are designed to ensure that all registered transfer agents are providing the Commission with sufficient information on an annual basis about the transfer agent community and to permit the Commission to effectively monitor business activities of transfer agents. The amount of time needed to comply with the requirements of Rule 17Ac2–2 and Form TA–2 varies. Of the total 362 registered transfer agents, approximately 9.2% (or 33 registrants) would be required to complete only questions 1 through 3 and the signature section of Form TA–2, which the Commission estimates would take each registrant approximately 30 minutes, for a total burden of approximately 17 hours (33 × .5 hours). Approximately 26.5% of registrants (or 96 registrants) would be required to answer questions 1 through 5, question 11 and the signature section, which the Commission estimates would take approximately 1 hour and 30 minutes, for a total of approximately 144 hours (96 × 1.5 hours). Approximately 64.2% of the registrants (or 232 registrants) would be required to complete the entire Form TA–2, which the Commission estimates would take approximately 6 hours, for a total of approximately 1,392 hours (232 × 6 hours). The aggregate annual burden on all 362 registered transfer agents is thus approximately 1,553 hours (17 hours + 144 hours + 1,392 hours) and the average annual burden per transfer agent is approximately 4.29 hours (1,553 ÷ 362). This rule does not involve the collection of confidential information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. VerDate Sep<11>2014 18:24 Dec 13, 2021 Jkt 256001 The public may view background documentation for this information collection at the following website: www.reginfo.gov. Find this particular information collection by selecting ‘‘Currently under 30-day Review—Open for Public Comments’’ or by using the search function. Written comments and recommendations for the proposed information collection should be sent within 30 days of publication of this notice to (i) www.reginfo.gov/public/do/ PRAMain and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John R. Pezzullo, 100 F Street NE, Washington, DC 20549, or by sending an email to: PRA_Mailbox@sec.gov. 71109 Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants with a copy of the request email. Hearing requests should be received by the Commission by 5:30 p.m. on December 29, 2021, 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 emailing the Commission’s Secretary. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: Elizabeth J. Reza, elizabeth.reza@ ropesgray.com. FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at (202) 551–6817, or Kaitlin C. Bottock, Branch Chief, at (202) 551–6825 (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 website 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. Notice of an application under section 6(c) of the Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from sections 18(a)(2), 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 with varying sales loads and to impose asset-based distribution and/or service fees. APPLICANTS: MassMutual Access Pine Point Fund (the ‘‘Initial Fund’’), MML Investment Advisers, LLC (the ‘‘Adviser’’) and MML Distributors, LLC (the ‘‘Distributor’’). FILING DATES: The application was filed on May 27, 2021, and amended on October 29, 2021, and December 8, 2021. 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 emailing the Applicants’ Representations 1. The Initial Fund is a Delaware statutory trust that is registered under the Act as a non-diversified, closed-end management investment company. The Initial Fund’s investment objective will be to generate long-term capital appreciation, primarily through private equity investments. 2. The Adviser, a Delaware limited liability company, is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the ‘‘Advisers Act’’). The Adviser will serve as investment adviser to the Initial Fund. 3. The Distributor is a Connecticut limited liability company and is expected to be the Fund’s principal underwriter. 4. Applicants seek an order to permit the Initial Fund to issue multiple classes of common shares with varying sales loads and to impose asset-based distribution and/or service fees and early repurchase fees. 5. Applicants request that the order also apply to any continuously offered registered closed-end management investment company that has been Dated: December 7, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–26854 Filed 12–13–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34435; 812–15233] MassMutual Access Pine Point Fund, et al. December 8, 2021. AGENCY: PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 E:\FR\FM\14DEN1.SGM 14DEN1 71110 Federal Register / Vol. 86, No. 237 / Tuesday, December 14, 2021 / Notices jspears on DSK121TN23PROD with NOTICES1 previously organized or that may be organized 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, or any successor in interest to any such entity,1 acts as investment adviser or principal underwriter, and which provides periodic liquidity with respect to its shares pursuant to rule 13e–4 under the Securities Exchange Act of 1934 (each, a ‘‘Future Fund’’ and together with the Initial Fund, the ‘‘Funds’’).2 6. The Initial Fund will initially will register three classes of shares, ‘‘Class 1 Shares’’, ‘‘Class 2 Shares’’ and ‘‘Class 3 Shares.’’ Shares of the Initial Fund will be sold only to persons who are ‘‘accredited investors,’’ as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Funds will offer their Shares continuously at a price based on net asset value. Shares of the Funds will not be listed on any securities exchange nor quoted on any quotation medium. The Funds do not expect there to be a secondary trading market for their shares. 7. Applicants state that if the Initial Fund’s initial registration statement is declared effective prior to receipt of the requested relief, the Initial Fund will only offer one class of shares, Class 1 Shares, until receipt of the requested relief. Each of Class 1 Shares, Class 2 Shares and Class 3 Shares will have its own fee and expense structure. Additional offerings by any Fund relying on the order may be on a private placement or public offering basis. 8. Applicants state that, from time to time, the Initial Fund may create additional classes of shares, the terms of which may differ between Class 1 Shares, Class 2 Shares and Class 3 Shares pursuant to and in compliance with rule 18f–3 under the Act. 9. Applicants state that shares of a Fund may be subject to an early repurchase fee (‘‘Early Repurchase Fee’’) at a rate of no greater than 2% of the shareholder’s repurchase proceeds if the interval between the date of purchase of the shares and the valuation date with respect to the repurchase of those shares is less than one year.3 Any Early 1 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. 2 Any Fund relying on this relief in the future will do so in compliance with the terms and conditions of the application. Applicants represent that each entity presently intending to rely on the requested relief is listed as an applicant. 3 Applicants state that an Early Repurchase Fee charged by a Fund is not the same as a contingent deferred sales load (‘‘CDSL’’) assessed by an openend fund pursuant to rule 6c–10 under the Act, as VerDate Sep<11>2014 18:24 Dec 13, 2021 Jkt 256001 Repurchase Fee will apply equally to all classes of shares of a Fund, in compliance with section 18 of the Act and rule 18f–3 thereunder. To the extent a Fund determines to waive, impose scheduled variations of, or eliminate any Early Repurchase Fee, it will do so in compliance with the requirements of rule 22d–1 under the Act as if the Early Repurchase Fee were a CDSL and as if the Fund were an open-end investment company and the Fund’s waiver of, scheduled variation in, or elimination of, any such Early Repurchase Fee will apply uniformly to all shareholders of the Fund regardless of class. Applicants state that the Initial Fund intends to impose an Early Repurchase Fee of 2%. 10. Applicants represent that any asset-based service and/or distribution fees for each class of shares of the Funds will comply with the provisions of the FINRA Rule 2341(d) (‘‘FINRA Sales Charge Rule’’).4 Applicants also represent that each Fund will disclose in its prospectus the fees, expenses and other characteristics of each class of shares offered for sale by the prospectus, as is required for open-end multiple class funds under Form N–1A. As is required for open-end funds, each Fund will disclose its expenses in shareholder reports, and describe any arrangements that result in breakpoints in or elimination of sales loads in its prospectus.5 In addition, applicants will comply with applicable enhanced fee disclosure requirements for fund of funds, including registered funds of hedge funds.6 11. Each of the Funds will comply with any requirements that the Commission or FINRA may adopt regarding disclosure at the point of sale and in transaction confirmations about the costs and conflicts of interest arising CDSLs are distribution-related charges payable to a distributor, whereas the Early Repurchase Fee is payable to the Fund to compensate long-term shareholders for the expenses related to shorter term investors, in light of the Fund’s generally longer-term investment horizons and investment operations. 4 Any reference to the FINRA Sales Charge Rule includes any successor or replacement to the FINRA Sales Charge Rule. 5 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). 6 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. PO 00000 Frm 00109 Fmt 4703 Sfmt 4703 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. In addition, each Fund will contractually require that any distributor of the Fund’s shares comply with such requirements in connection with the distribution of such Fund’s shares. Applicants’ Legal Analysis Multiple Classes of Shares 1. Section 18(a)(2) of the Act provides that a closed-end investment company may not issue or sell a senior security that is a stock unless certain requirements are met. Applicants state that the creation of multiple classes of shares of the Funds may violate section 18(a)(2) because the Funds may not meet such requirements with respect to a class of shares that may be a senior security. 2. Section 18(c) of the Act provides, in relevant part, that a closed-end investment company may not issue or sell any senior security if, immediately thereafter, the company has outstanding more than one class of senior security. Applicants state that the creation of multiple classes of shares of the Funds may be prohibited by section 18(c), as a class may have priority over another class as to payment of dividends because shareholders of different classes would pay different fees and expenses. 3. 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 multiple classes of shares of the Funds may violate section 18(i) of the Act because each class would be entitled to exclusive voting rights with respect to matters solely related to that class. 4. 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 or regulation 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(a)(2), 18(c) and 18(i) to permit the Funds to issue multiple classes of shares. 5. Applicants submit that the proposed allocation of expenses relating E:\FR\FM\14DEN1.SGM 14DEN1 Federal Register / Vol. 86, No. 237 / Tuesday, December 14, 2021 / Notices jspears on DSK121TN23PROD with NOTICES1 to distribution and voting rights among multiple classes is equitable and will not discriminate against any group or class of shareholders. Applicants submit that the proposed arrangements would permit a Fund to facilitate the distribution of its securities and provide investors with a broader choice of shareholder services. Applicants assert that the proposed closed-end investment company multiple class structure does not raise the concerns underlying section 18 of the Act to any greater degree than open-end investment companies’ multiple class structures that are permitted by rule 18f–3 under the Act. Applicants state that each Fund will comply with the provisions of rule 18f–3 as if it were an open-end investment company. Asset-Based Distribution and/or Service 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 the extent necessary to permit the Fund to impose asset-based distribution and/or service fees. Applicants have agreed to comply with rules 12b–1 and 17d–3 as if those rules applied to closed-end investment companies, which they believe will resolve any concerns that might arise in connection with a Fund financing the distribution of its shares through assetbased distribution fees. 3. For the reasons stated above, applicants submit that the exemptions requested under section 6(c) are necessary and appropriate in the public interest and are consistent with the protection of investors and the purposes VerDate Sep<11>2014 18:24 Dec 13, 2021 Jkt 256001 fairly intended by the policy and provisions of the Act. Applicants also state that the Funds’ imposition of assetbased distribution and/or service fees is consistent with the provisions, policies and purposes of the Act and does not involve participation on a basis different from or less advantageous than that of other participants. Applicants’ Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Each Fund relying on the order will comply with the provisions of rules 6c– 10, 12b–1, 17d–3, 18f–3, 22d–1, and, where applicable, 11a–3 under the Act, as amended from time to time, as if those rules applied to closed-end management investment companies, and will comply with the FINRA Sales Charge Rule, 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. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–26968 Filed 12–13–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93741; File No. SR–NYSE– 2021–45] Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Adopt Listing Standards for Subscription Warrants Issued by a Company Organized Solely for the Purpose of Identifying an Acquisition Target December 8, 2021. I. Introduction On August 24, 2021, 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 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to adopt listing standards for subscription warrants issued by a company organized solely for the purpose of identifying an acquisition target. The proposed rule change was published for comment in 1 15 2 17 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00110 Fmt 4703 Sfmt 4703 71111 the Federal Register on September 10, 2021.3 On September 30, 2021, pursuant to Section 19(b)(2) of the Exchange Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 This order institutes proceedings pursuant to Section 19(b)(2)(B) of the Exchange Act 6 to determine whether to approve or disapprove the proposed rule change. II. Description of the Proposed Rule Change The Exchange proposes to adopt new Section 102.09 of the NYSE Listed Company Manual (‘‘LCM’’) to permit the listing of subscription warrants, which would be warrants issued by a company organized solely for the purpose of identifying an acquisition target and exercisable into the common stock of such company upon entry into a binding agreement with respect to such acquisition. Pursuant to proposed LCM Section 102.09(b), the Exchange proposes to list subscription warrants subject to the following requirements: (i) The issuer of the subscription warrants must be a company formed solely for the purpose of issuing the subscription warrants and consummating the acquisition of one or more operating businesses or assets with a value (calculated at the time of entry into the acquisition agreement) equal to at least 80% of the aggregate exercise price of the subscription warrants (an ‘‘Acquisition’’); (ii) for a transaction to qualify as an Acquisition, the resultant entity must qualify for initial listing on the Exchange and the acquisition agreement must provide that the transaction will be consummated only if the resultant entity will be listed on the Exchange or another national securities exchange; (iii) at the time of initial listing, the subscription warrants must: (A) Have an aggregate exercise price of at least $250 million; (B) have at least 1,100,000 publicly held subscription warrants outstanding, with an aggregate exercise 3 See Securities Exchange Act Release No. 92876 (September 3, 2021), 86 FR 50748. Comments received on the proposal are available on the Commission’s website at: https://www.sec.gov/ comments/sr-nyse-2021-45/srnyse202145.htm. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 93221, 86 FR 55662 (October 6, 2021). The Commission designated December 9, 2021 as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to approve or disapprove, the proposed rule change. 6 15 U.S.C. 78s(b)(2)(B). E:\FR\FM\14DEN1.SGM 14DEN1

Agencies

[Federal Register Volume 86, Number 237 (Tuesday, December 14, 2021)]
[Notices]
[Pages 71109-71111]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26968]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34435; 812-15233]


MassMutual Access Pine Point Fund, et al.

December 8, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 
18(a)(2), 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 with varying sales loads and 
to impose asset-based distribution and/or service fees.

Applicants:  MassMutual Access Pine Point Fund (the ``Initial Fund''), 
MML Investment Advisers, LLC (the ``Adviser'') and MML Distributors, 
LLC (the ``Distributor'').

Filing Dates:  The application was filed on May 27, 2021, and amended 
on October 29, 2021, and December 8, 2021.

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 emailing the Commission's 
Secretary at [email protected] and serving Applicants with a 
copy of the request email. Hearing requests should be received by the 
Commission by 5:30 p.m. on December 29, 2021, 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 emailing the 
Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: 
Elizabeth J. Reza, [email protected].

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at 
(202) 551-6817, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 
(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 website 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 Initial Fund is a Delaware statutory trust that is 
registered under the Act as a non-diversified, closed-end management 
investment company. The Initial Fund's investment objective will be to 
generate long-term capital appreciation, primarily through private 
equity investments.
    2. The Adviser, a Delaware limited liability company, is registered 
as an investment adviser under the Investment Advisers Act of 1940, as 
amended (the ``Advisers Act''). The Adviser will serve as investment 
adviser to the Initial Fund.
    3. The Distributor is a Connecticut limited liability company and 
is expected to be the Fund's principal underwriter.
    4. Applicants seek an order to permit the Initial Fund to issue 
multiple classes of common shares with varying sales loads and to 
impose asset-based distribution and/or service fees and early 
repurchase fees.
    5. Applicants request that the order also apply to any continuously 
offered registered closed-end management investment company that has 
been

[[Page 71110]]

previously organized or that may be organized 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, or any 
successor in interest to any such entity,\1\ acts as investment adviser 
or principal underwriter, and which provides periodic liquidity with 
respect to its shares pursuant to rule 13e-4 under the Securities 
Exchange Act of 1934 (each, a ``Future Fund'' and together with the 
Initial Fund, the ``Funds'').\2\
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    \1\ 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.
    \2\ Any Fund relying on this relief in the future will do so in 
compliance with the terms and conditions of the application. 
Applicants represent that each entity presently intending to rely on 
the requested relief is listed as an applicant.
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    6. The Initial Fund will initially will register three classes of 
shares, ``Class 1 Shares'', ``Class 2 Shares'' and ``Class 3 Shares.'' 
Shares of the Initial Fund will be sold only to persons who are 
``accredited investors,'' as defined in Rule 501(a) of Regulation D 
under the Securities Act of 1933. The Funds will offer their Shares 
continuously at a price based on net asset value. Shares of the Funds 
will not be listed on any securities exchange nor quoted on any 
quotation medium. The Funds do not expect there to be a secondary 
trading market for their shares.
    7. Applicants state that if the Initial Fund's initial registration 
statement is declared effective prior to receipt of the requested 
relief, the Initial Fund will only offer one class of shares, Class 1 
Shares, until receipt of the requested relief. Each of Class 1 Shares, 
Class 2 Shares and Class 3 Shares will have its own fee and expense 
structure. Additional offerings by any Fund relying on the order may be 
on a private placement or public offering basis.
    8. Applicants state that, from time to time, the Initial Fund may 
create additional classes of shares, the terms of which may differ 
between Class 1 Shares, Class 2 Shares and Class 3 Shares pursuant to 
and in compliance with rule 18f-3 under the Act.
    9. Applicants state that shares of a Fund may be subject to an 
early repurchase fee (``Early Repurchase Fee'') at a rate of no greater 
than 2% of the shareholder's repurchase proceeds if the interval 
between the date of purchase of the shares and the valuation date with 
respect to the repurchase of those shares is less than one year.\3\ Any 
Early Repurchase Fee will apply equally to all classes of shares of a 
Fund, in compliance with section 18 of the Act and rule 18f-3 
thereunder. To the extent a Fund determines to waive, impose scheduled 
variations of, or eliminate any Early Repurchase Fee, it will do so in 
compliance with the requirements of rule 22d-1 under the Act as if the 
Early Repurchase Fee were a CDSL and as if the Fund were an open-end 
investment company and the Fund's waiver of, scheduled variation in, or 
elimination of, any such Early Repurchase Fee will apply uniformly to 
all shareholders of the Fund regardless of class. Applicants state that 
the Initial Fund intends to impose an Early Repurchase Fee of 2%.
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    \3\ Applicants state that an Early Repurchase Fee charged by a 
Fund is not the same as a contingent deferred sales load (``CDSL'') 
assessed by an open-end fund pursuant to rule 6c-10 under the Act, 
as CDSLs are distribution-related charges payable to a distributor, 
whereas the Early Repurchase Fee is payable to the Fund to 
compensate long-term shareholders for the expenses related to 
shorter term investors, in light of the Fund's generally longer-term 
investment horizons and investment operations.
---------------------------------------------------------------------------

    10. Applicants represent that any asset-based service and/or 
distribution fees for each class of shares of the Funds will comply 
with the provisions of the FINRA Rule 2341(d) (``FINRA Sales Charge 
Rule'').\4\ Applicants also represent that each Fund will disclose in 
its prospectus the fees, expenses and other characteristics of each 
class of shares offered for sale by the prospectus, as is required for 
open-end multiple class funds under Form N-1A. As is required for open-
end funds, each Fund will disclose its expenses in shareholder reports, 
and describe any arrangements that result in breakpoints in or 
elimination of sales loads in its prospectus.\5\ In addition, 
applicants will comply with applicable enhanced fee disclosure 
requirements for fund of funds, including registered funds of hedge 
funds.\6\
---------------------------------------------------------------------------

    \4\ Any reference to the FINRA Sales Charge Rule includes any 
successor or replacement to the FINRA Sales Charge Rule.
    \5\ 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).
    \6\ 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.
---------------------------------------------------------------------------

    11. Each of the Funds will comply with any requirements that the 
Commission or FINRA may adopt 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. In 
addition, each Fund will contractually require that any distributor of 
the Fund's shares comply with such requirements in connection with the 
distribution of such Fund's shares.

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(a)(2) of the Act provides that a closed-end 
investment company may not issue or sell a senior security that is a 
stock unless certain requirements are met. Applicants state that the 
creation of multiple classes of shares of the Funds may violate section 
18(a)(2) because the Funds may not meet such requirements with respect 
to a class of shares that may be a senior security.
    2. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of shares of the Funds may be prohibited by section 
18(c), as a class may have priority over another class as to payment of 
dividends because shareholders of different classes would pay different 
fees and expenses.
    3. 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 multiple classes of shares of the Funds 
may violate section 18(i) of the Act because each class would be 
entitled to exclusive voting rights with respect to matters solely 
related to that class.
    4. 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 or regulation 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(a)(2), 18(c) and 18(i) to permit the 
Funds to issue multiple classes of shares.
    5. Applicants submit that the proposed allocation of expenses 
relating

[[Page 71111]]

to distribution and voting rights among multiple classes is equitable 
and will not discriminate against any group or class of shareholders. 
Applicants submit that the proposed arrangements would permit a Fund to 
facilitate the distribution of its securities and provide investors 
with a broader choice of shareholder services. Applicants assert that 
the proposed closed-end investment company multiple class structure 
does not raise the concerns underlying section 18 of the Act to any 
greater degree than open-end investment companies' multiple class 
structures that are permitted by rule 18f-3 under the Act. Applicants 
state that each Fund will comply with the provisions of rule 18f-3 as 
if it were an open-end investment company.

Asset-Based Distribution and/or Service 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 the extent necessary to permit the Fund to impose asset-
based distribution and/or service fees. Applicants have agreed to 
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies, which they believe will resolve any concerns 
that might arise in connection with a Fund financing the distribution 
of its shares through asset-based distribution fees.
    3. For the reasons stated above, applicants submit that the 
exemptions requested under section 6(c) are necessary and appropriate 
in the public interest and are consistent with the protection of 
investors and the purposes fairly intended by the policy and provisions 
of the Act. Applicants also state that the Funds' imposition of asset-
based distribution and/or service fees is consistent with the 
provisions, policies and purposes of the Act and does not involve 
participation on a basis different from or less advantageous than that 
of other participants.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of 
rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1, and, where applicable, 11a-3 
under the Act, as amended from time to time, as if those rules applied 
to closed-end management investment companies, and will comply with the 
FINRA Sales Charge Rule, 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.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26968 Filed 12-13-21; 8:45 am]
BILLING CODE 8011-01-P
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