[Federal Register Volume 59, Number 225 (Wednesday, November 23, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-28866]
[[Page Unknown]]
[Federal Register: November 23, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 20710; 812-9084]
Connecticut Mutual Investment Accounts, Inc., et al.; Notice of
Application
November 17, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for exemption under the Investment
Company Act of 1940 (``Act'').
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APPLICANTS: Connecticut Mutual Investment Accounts, Inc (including all
existing and future series thereof) (the ``Fund''), and G.R. Phelps &
Co., Inc. (``Phelps''), on their own behalf and on behalf of any
registered open-end investment companies (including any series thereof)
for which Phelps or any person controlling, controlled by, or under
common control with Phelps serves in the future as investment adviser
or distributor (collectively, the ``Fund'').
RELEVANT ACT SECTIONS: Exemption requested under section 6(c) from the
provisions of sections 2(a) (32), 2(a)(35), 18(f), 18(g), 18(i), 22(c),
and 22(d), and rule 22c-1 thereunder.
SUMMARY OF APPLICATION: Applicants seek an order that would permit the
Funds to issue an unlimited number of classes of shares representing
interests in the same portfolio of securities, assess a contingent
deferred sales load (``CDSL'') on certain redemptions of shares, and
waive the CDSL in certain instances.
FILING DATE: The application was filed on July 1, 1994, and amended on
September 19, 1994 and November 16, 1994.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicants with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on December 12,
1994, and should be accompanied by proof of service on applicants, in
the form of an affidavit or, for lawyers, a certificate of service.
Hearing requests should state the nature of the writer's interest, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request such notification by writing to
the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, D.C.
20549. Applicants, 140 Garden Street, Hartford, Connecticut 06154.
FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Attorney,
at (202) 942-0583, or Barry D. Miller, Senior Special Counsel, at (202)
942-0564 (Division of Investment Management, Office of Investment
Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the SEC's Public Reference Branch.
Applicants' Representations
1. The Fund, a Maryland corporation, is a registered open-end
management investment company, which currently consists of ten series.
Each of the series has a separate investment objective and policies,
and separate assets.
2. Phelps, a registered investment adviser and a registered broker/
dealer, is an indirect wholly-owned subsidiary of Connecticut Mutual
Life Insurance Company (``Connecticut Mutual''). Phelps is the
investment adviser to five series of the Fund, and the distributor of
the Fund's shares.\1\
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\1\Five new series of the Fund (the ``New Accounts''), which
commenced operations on October 3, 1994, are distributed, but not
advised, by Phelps. Each New Account invests substantially all of
its assets in another registered investment company advised by an
unaffiliated investment adviser (in what is commonly referred to as
a ``master/feeder'' structure).
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3. Shares of the single existing class of the Fund (the ``Non-Money
Market Series''), except shares of the money market series (the ``Money
Market Series''), are sold at net asset value plus a front-end sales
load. In accordance with the terms of a prior exemptive order,\2\
purchases of shares of the Non-Money Market Series in amounts of
$500,000 or more are not subject to a front-end sales load, but instead
are subject to a CDSL of 1% on redemptions of such shares within twelve
months after purchase. Shares of the Money Market Series are sold at
net asset value with no sales load. In addition, the Fund has adopted
distribution plans pursuant to rule 12b-1 under the Act (the
``Distribution Plans''); to date, only the shareholders of the Money
Market Series and the initial shareholder of each New Account have
approved the Distribution Plans.
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\2\Connecticut Mutual Investment Accounts, Inc., et al.,
Investment Company Act Release Nos. 19374 (Mar. 31, 1993) (notice)
and 19435 (Apr. 27, 1993) (order). Any order issued on this
application will supersede the prior order.
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4. Applicants propose to establish a multiple class distribution
system (the ``Multiple Class System''), which would permit the Funds to
issue an unlimited number of classes of shares. These classes would
differ in the following respects: (a) the impact of certain class
expenses (as set forth in condition 1 below) (``Class Expenses''); (b)
expenses payable under a Distribution Plan, a service fee paid to
institutions for the provision of certain account administration and
shareholder liaison services to their customers pursuant to a non-rule
12b-1 shareholder services plan (``Shareholder Services Plan''), and/or
an administration fee paid to institutions for the provision of certain
account administration services to their customers pursuant to a non-
rule 12b-1 administration plan (an ``Administration Plan'')
(collectively, the ``Plans'' and ``Plan Payments''); (c) voting rights
related to any Plan; (d) exchange privileges; (e) the conversion
feature; (f) class designations; and (g) any other additional
incremental expenses subsequently identified that could be properly
allocated to one class, as permitted by the SEC pursuant to an amended
order. Under the Multiple Class System, the Funds will be authorized to
sell shares of different classes under different sales arrangements,
including sales with a front-end sales charge, subject to a CDSL, a
combination of a front-end sales load and a CDSL, or at net asset
value.
5. Under a Distribution Plan, shares of an affected class would
bear the cost of selling and servicing such shares. The distribution
fees under such a Plan would be payable to reimburse or compensate the
Fund's distributor for expenses that primarily are intended to result
in the sale of the class shares. The service fees under a Distribution
Plan would be payable to reimburse or compensate the Fund's
distributor, securities dealers, and other institutions for personal
services and maintenance of shareholder accounts, and any additional
service-related expenses.
6. Under a Shareholder Services Plan, a Fund (or the distributor)
enters into service agreements with affiliated and unaffiliated
financial institutions, broker-dealers, and securities professionals
(``Service Organizations'') concerning the provision of account
administration services (``Account Administration Services''), and
certain other services\3\ to customers of the Service Organizations who
beneficially own class shares offered pursuant to such Plan. Under its
Shareholder Services Plan, the Fund would pay a Service Organization
for its services and assistance in accordance with the terms of the
Plan and its particular service agreement.
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\3\These additional services would include, but not be limited
to, receiving and answering investor correspondence, including
requests for prospectuses, statements of additional information and
shareholder reports; assisting customers in completing application
forms, selecting dividend and other account options, and opening
custody accounts with the Service Organization; and acting as a
liaison between customers and the Fund, including obtaining
information from the Fund, working with the Fund to correct errors
and resolve problems, and providing statistical and other
information to the Fund.
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7. Under an Administration Plan, the Fund (or its distributor)
enters into service agreements with Service Organizations for the
provision of Account Administration Services to the customers of such
Service Organizations who beneficially own class shares offered
pursuant to such Plan. Under its Administration Plan, the Fund would
pay a Service Organization a fee for its services and assistance in
accordance with the terms of the Administration Plan and its particular
service agreement. The expense of such payments would be borne entirely
by the beneficial owners of class shares.
8. The provision of services under the Plans will augment (and not
be duplicative of) the services to be provided to the Fund by its
investment adviser, transfer agent, and custodian.
9. The Funds may establish classes of shares that will be available
only for investment by one or more of the following categories of
investors: (a) unaffiliated benefit plans; (b) tax-exempt retirement
plans of Connecticut Mutual and its affiliates; (c) unit investment
trusts sponsored by Phelps or entities controlling, controlled by, or
under common control with Phelps; (d) banks and insurance companies
that are not affiliated with a Fund's adviser, subadviser, manager,
administrator or principal underwriter purchasing for their own
accounts; (e) investment companies not affiliated with a Fund's
adviser, subadviser, manager, administrator, or principal underwriter;
and (f) endowment funds of non-profit organizations that are not
affiliated with a Fund's adviser, subadviser, manager, administrator or
principal underwriter (each class, a ``Limited Institutional Class'').
Shares of a Limited Institutional Class will be available only to the
above categories of institutional investors. A series may elect not to
offer shares of a Limited Institutional Class to one or more of these
categories of institutional investors. However, if a series elects to
offer shares of any Limited Institutional Class to any category of
investors, such investors will not be permitted to invest in shares of
any other class of such series.
10. The unaffiliated benefit plans in category (a) will include
qualified retirement plans, with respect to which a trustee is vested
with investment discretion as to plan assets, other than individual
retirement accounts and self-employed retirement plans, and will have
limitations on the ability of plan beneficiaries to access their plan
investments without incurring adverse tax consequences. Applicants will
exclude self-directed plans from this category.
11. Appropriate exemptive relief will be sought from the SEC prior
to any investment by UITs in category (c) in shares of a Limited
Institutional Class of the Fund.
12. All exchanges will comply with the provisions of rule 11a-3
under the Act.
13. Certain expenses may be attributable to the Fund, but not to a
particular series thereof (``Fund Expenses''). All such Fund Expenses
may be allocated among the series of the Fund based on the relative
aggregate net assets of such series or on such other basis as the board
of directors may from time to time approve. Expenses that are
attributable to a particular series or to an investment company with
only one series, but not a particular class thereof, will be allocated
daily to each class based on the percentage that the net asset value of
such class represents of the total of all classes of shares of such
series. Payments under the Plans and Class Expenses will be allocated
to the shares of the class to which they are attributable.
14. A conversion feature, after the expiration of a specified
period, will automatically convert shares of one class at their net
asset value to shares of another class with different features, as set
forth in condition 15 below. For purposes of the conversion, all shares
in a shareholder's account that were acquired through the reinvestment
of dividends and other distributions paid in respect of such shares
(and which had not yet converted) will be considered to be held in a
separate subaccount. Each time any shares in the shareholder's account
convert, an equal pro rata portion of shares in the subaccount also
will convert and no longer will be considered held in the subaccount.
The portion will be determined by the ratio that the shareholder's
converting shares bears to the shareholder's total shares subject to
the conversion feature, but excluding shares held in the subaccount.
15. Any conversion of shares will be subject to the continuing
availability of an opinion of counsel or a private letter ruling from
the Internal Revenue Service to the effect that the conversion of
shares does not constitute a taxable event under federal income tax
law. Conversion of shares might be suspended if such an opinion or
ruling were no longer available.
16. Applicants propose that the Funds be permitted to assess CDSLs
on certain redemptions and repurchases of shares comprising a distinct
class or particular shares within a class. Under the proposed CDSL
arrangement, the amount of a CDSL charged to a shareholder would depend
on the time that had elapsed since the shareholder purchased the CDSL
shares. Any CDSL would be imposed on the lesser of (a) the net asset
value of the redeemed shares at the time of purchase, or (b) the net
asset value of the redeemed shares at the time of redemption. No CDSL
would be imposed with respect to: (a) the portion of redemption
proceeds attributable to increases in the value of an account above the
net cost of the investment due to increases in the net asset value per
share; (b) shares acquired through reinvestment of income dividends or
capital gain distributions; or (c) CDSL shares held for more than a
specified term after the end of the calendar period used to determine
the period in which the purchase order for such shares was accepted. In
determining whether a CDSL were payable, it would be assumed that
shares, or amounts representing shares, that were not subject to a CDSL
were redeemed first, and that other shares or amounts were then
redeemed in the order purchased.
17. The aggregate of any front-end sales load, an asset-based sales
charge, and any CDSL would be subject to the limitation imposed by
section 26(d) of Article III of the Rules of Fair Practice of the
National Association of Securities Dealers (``NASD'').
18. Applicants intend to waive or reduce the CDSL in certain
circumstances described in the prospectus or prospectuses of the Funds.
If a Fund waives or reduces the CDSL, such waiver or reduction will be
uniformly applied to all shares in the specified category. In waiving
or reducing a CDSL, the Fund will comply with the requirements of rule
22d-1 under the Act.
Applicants' Legal Analysis
1. Applicants request an exemptive order to the extent that the
proposed issuance and sale of an unlimited number of classes of shares
representing interests in the Fund might be deemed: (a) to result in a
``senior security'' within the meaning of section 18(g) of the Act and
to be prohibited by section 18(f)(1); and (b) to violate the equal
voting provisions of section 18(i).
2. Section 18 is intended to prevent investment companies from
borrowing excessively and issuing excessive amounts of senior
securities, which increase the speculative character of their junior
securities, or from operating without adequate assets or reserves. The
Multiple Class System does not involve borrowings and does not affect
the Funds' existing assets or reserves. In addition, the proposed
arrangement will not increase the speculative character of the shares
of the Funds, since each class of shares will participate in all of the
Funds' appreciation (if any), income, and all of the Funds' expenses
(with the exception of the Plan Payments and Class Expenses).
3. Applicants believe that the proposed allocation of Class
Expenses in the manner described above and the voting rights relating
to the Plans is equitable and would not discriminate unfairly against
any group of shareholders. Because, with respect to any Fund, the
rights and privileges of each class of shares are substantially
identical, the possibility that their interests would ever conflict
would be remote. In any event, the interests of the affected
shareholders with respect to Plan Payments would be adequately
protected since Plans for each of those classes will conform to the
requirements of rule 12b-1 (except that a Shareholder Services Plan or
an Administration Plan may not confer certain voting rights), including
the requirement that their implementation and continuance be approved
on an annual basis by both the full board and the non-interested
directors of a Fund.
4. Applicants also request an exemption from sections 2(a)(32),
2(a)(35), 22(c), and 22(d) of the Act, and rule 22d-1 thereunder, to
the extent necessary to permit the Funds to assess a CDSL on certain
redemptions. Applicants believe that the implementation of the CDSL as
described above would be fair and would be in the public interest and
the interests of the shareholders of the Funds, and would be consistent
with the protection of investors and the purposes fairly intended by
the provisions of the Act.
Applicants' Conditions
Applicants agree that any order of the SEC granting the requested
relief will be subject to the following conditions:
1. Each class of shares will represent interests in the same
portfolio of investments of a Fund or a series, and be identical in all
respects except as set forth below. The only differences among the
classes of shares of a Fund will relate solely to: (a) the impact of
certain Class Expenses, which shall be limited to: (i) transfer agency
fees (including the incremental cost of monitoring any CDSL)
attributable to a specific class of shares; (ii) expenses related to
preparing, printing, mailing and distributing materials such as
shareholder reports, newsletters, prospectuses and proxy statements to
current shareholders of a specific class; (iii) SEC, state, and foreign
jurisdiction registration fees incurred by a specific class of shares;
(iv) the expenses of administrative personnel and services required to
support the shareholders of a specific class (including, but not
limited to, maintaining telephone lines and personnel to answer
shareholders' inquiries about their accounts or about the Fund); (v)
litigation or other legal expenses relating to a class of shares; (vi)
directors' fees or expenses incurred as a result of issues relating to
a specific class of shares; and (vii) accounting, audit and tax
expenses relating to a specific class of shares; (b) expenses payable
by a class pursuant to a Plan with respect to such class; (c) the
voting rights related to any Plan affecting a specific class of shares,
except as provided in condition 16 below; (d) exchange privileges; (e)
the conversion feature; (f) class designations; and (g) any other
additional incremental expenses subsequently identified that could be
properly allocated to one class, which shall be approved or permitted
by the SEC pursuant to an amended order.
2. The directors of a Fund, including a majority of the non-
interested directors, will approve the Multiple Class System. The
minutes of the meetings of the directors of a Fund regarding the
deliberations of the directors concerning, and their approval of, the
Multiple Class System will reflect in detail the reasons for the
directors' determination that the proposed Multiple Class System is in
the best interests of both the Fund and its shareholders.
3. The initial determination of Class Expenses that will be
allocated to a class, and any subsequent changes thereto, will be
reviewed and approved by a vote of the directors, including a majority
of the non-interested directors. Any persons authorized to direct the
allocation and disposition of monies paid or payable by a Fund to meet
Class Expenses shall provide to the directors, and the directors shall
review at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.
4. Any distributor will adopt compliance standards as to when each
class of shares may appropriately be sold to particular investors.
Applicants will require all persons selling shares of a Fund to agree
to conform to such standards. Such compliance standards will require
that all investors eligible to purchase shares of a Limited
Institutional Class be sold only shares of the Limited Institutional
Class, rather than any other class of shares offered by the Fund.
5. The Shareholder Services Plans and Administration Plans will be
adopted and operated in accordance with the procedures set forth in
rule 12b-1(b) through (f) as if the expenditures made thereunder were
subject to rule 12b-1, except that shareholders need not enjoy the
voting rights specified in rule 12b-1.
6. On an ongoing basis, the directors of a Fund, pursuant to their
fiduciary responsibilities under the Act and otherwise, will monitor
the Fund for the existence of any material conflicts among the
interests of the classes of shares. The directors, including a majority
of the non-interested directors, will take such action as is reasonably
necessary to eliminate any such conflicts that may develop. The
investment adviser and distributor will be responsible for reporting
any potential or existing conflicts to the directors. If a conflict
arises, the investment adviser and the distributor, each at its own
cost, will remedy such conflict up to and including establishing a new
registered management investment company.
7. The directors will receive quarterly and annual statements
concerning the amounts expended under each Shareholder Services,
Administration and Distribution Plan and the related Service Agreement
complying with paragraph (b)(3)(ii) of rule 12b-1, as it may be amended
from time to time, for the Fund. In the statements, only expenditures
properly attributable to the sale or servicing of a particular class of
shares will be used to justify any distribution or servicing fee
charged to that class. Expenditures not related to the sale or
servicing of a particular class will not be presented to the directors
to justify any fee attributable to that class. The statements,
including the allocations upon which they are based, will be subject to
the review and approval of the non-interested directors in the exercise
of their fiduciary duties.
8. Dividends paid by a Fund with respect to each class of its
shares, to the extent any dividends are paid, will be calculated in the
same manner, at the same time, on the same day, and will be paid in the
same amount, except that Plan Payments and any Class Expenses will be
borne exclusively by the affected class.
9. The methodology and procedures for calculating the net asset
value and dividends and distributions of the classes of shares and the
proper allocation of expenses among the classes have been reviewed by
an expert (the ``Expert''). The Expert has rendered a report to
applicants that such methodology and procedures are adequate to ensure
that such calculations and allocations will be made in an appropriate
manner. On an ongoing basis, the Expert, or an appropriate substitute
Expert, will monitor the manner in which the calculations and
allocations are being made and, based upon such review, will render at
least annually a report to the Fund that the calculations and
allocations are being made properly. The reports of the Expert will be
filed as part of the periodic reports filed with the SEC pursuant to
sections 30(a) and 30(b)(1) of the Act. The work papers of the Expert
with respect to such reports, following a request by a Fund (which the
Fund agrees to provide), will be available for inspection by the SEC
staff upon the written request for such work papers by a senior member
of the Division of Investment Management or of a regional office of the
SEC limited to the Director, an Associate Director, the Chief
Accountant, the Chief Financial Analyst, an Assistant Director, and any
Regional Administrators or Associate and Assistant Administrators. The
initial report of the Expert is a ``report on the policies and
procedures placed in operation,'' and the ongoing reports will be
``reports on policies and procedures placed in operation and tests of
operating effectiveness'' as defined and described in SAS No. 70 of the
American Institute of Certified Public Accountants (``AICPA''), as it
may be amended from time to time, or in similar auditing standards as
may be adopted by the AICPA from time to time.
10. Applicants have adequate facilities in place to ensure
implementation of the methodology and procedures for calculating the
net asset value and dividends and distributions of the classes of
shares and the proper allocation of expenses among the classes of
shares, and this representation has been concurred with by the Expert
in the initial report referred to in the immediately preceding
condition and will be concurred with by the Expert, or an appropriate
substitute Expert, on an ongoing basis at least annually in the ongoing
reports referred to in the immediately preceding condition. Applicants
agree to take immediate corrective action if this representation is not
concurred in by the Expert or appropriate substitute Expert.
11. The prospectus of the Fund, or if applicable, the prospectus of
each class of shares of the Fund, will include a statement to the
effect that any person entitled to receive compensation for selling or
servicing Fund Shares may receive different compensation with respect
to one particular class of shares over another in the Fund.
12. The conditions pursuant to which the exemptive order is granted
and the duties and responsibilities of the directors of the Fund with
respect to the Multiple Class System will be set forth in guidelines,
which will be furnished to the directors.
13. The Fund will disclose the respective expenses, performance
data, distribution arrangements, services, fees, sales loads, deferred
sales loads, and exchange privileges applicable to each class of
shares, other than the Limited Institutional Class, in every
prospectus, regardless of whether all classes of shares are offered
through each prospectus. The Limited Institutional Class will be
offered solely pursuant to a separate prospectus. The prospectus for
the Limited Institutional class will disclose the existence of the
Fund's other classes, and the prospectus for the Fund's other classes
will disclose the existence of the Limited Institutional Class, and
will identify the persons eligible to purchase shares of such class.
The Fund will disclose the respective expenses and performance data
applicable to all classes of shares in every shareholder report. The
shareholder reports will contain, in the statement of assets and
liabilities and statement of operations, information related to the
Fund as a whole generally and not on a per class basis. The Fund's per
share data, however, will be prepared on a per class basis with respect
to all classes of shares of the Fund. To the extent any advertisement
or sales literature describes the expenses or performance data
applicable to any class of shares, it will also disclose the respective
expenses and/or performance data applicable to all classes of shares,
except the Limited Institutional Class. Advertising materials
reflecting the expenses or performance data for the Limited
Institutional Class will be available only to those persons eligible to
purchase the Limited Institutional Class. The information provided by
applicants for publication in any newspaper or similar listing of the
Fund's net asset value and public offering price will present each
class of shares, except the Limited Institutional Class, separately.
14. Applicants acknowledge that the grant of the relief requested
by this application will not imply SEC approval, authorization or
acquiescence in any particular level of payments that a Fund may make
pursuant to the Distribution, Administration, or Shareholder Services
Plans in reliance on the exemptive order.
15. Any class of shares (``Purchase Class'') with a conversion
feature will convert into another class of shares (``Target Class'') on
the basis of the relative net asset values of the two classes, without
the imposition of any sales load, fee, or other charge. After
conversion, the converted shares will be subject to an asset-based
sales load and/or service fee (as those terms are defined in Article
III, Section 26 of the NASD's Rules of Fair Practice), if any, that in
the aggregate are lower than the asset-based sales load and service fee
to which they were subject prior to the conversion.
16. If a Fund implements any amendment to its Distribution Plan
(or, if presented to shareholders, adopts or implements any amendment
of the non-rule 12b-1 Shareholder Services Plan or Administration Plan)
that would increase materially the amount that may be borne by the
Target Class shares under the plan, existing Purchase Class shares will
stop converting into Target Class unless the Purchase Class
shareholders, voting separately as a class, approve the proposal. If
such approval is not granted, the directors shall take such action as
is necessary to ensure that existing Purchase Class shares are
exchanged or converted into a new class of shares (``New Target
Class''), identical in all material respects to the Target Class as it
existed prior to implementation of the proposal, no later than the date
such Purchase Class shares previously were scheduled to convert into
Target Class shares. If deemed advisable by the directors to implement
the foregoing, such action may include the exchange of all existing
Purchase Class shares for a new class (``New Purchase Class''),
identical to existing Purchase Class shares in all material respects
except that New Purchase Class will convert into Target Class. A New
Target Class or New Purchase Class may be formed without further
exemptive relief. Exchanges or conversions described in this condition
shall be effected in a manner that the directors reasonable believe
will not be subject to federal taxation. In accordance with condition
6, any additional cost associated with the creation, exchange or
conversion of New Target Class or New Purchase Class shall be borne
solely by the adviser and the distributor. Purchase Class shares sold
after the implementation of the proposal may convert into Target Class
shares subject to the higher maximum payment, provided that the
material features of the Plan and the relationship of such Plan to the
Purchase Class shares are disclosed in an effective registration
statement.
17. Applicants will comply with the provisions of proposed rule 6c-
10 under the Act (Investment Company Act Release No. 16619 (Nov. 2,
1988)), as such rule is currently proposed, and as it may be
reproposed, adopted, or amended.
For the SEC, by the Division of Investment Management, under
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-28866 Filed 11-22-94; 8:45 am]
BILLING CODE 8010-01-M
