[Federal Register Volume 59, Number 87 (Friday, May 6, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-10981]
[[Page Unknown]]
[Federal Register: May 6, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20265; 812-8710]
Kemper Technology Fund, Inc., et al.; Notice of Application
May 2, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').
ACTION: Notice of Application for Exemption under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANTS: Kemper Technology Fund, Kemper Total Return Fund, Kemper
Growth Fund, Kemper Small Capitalization Equity Fund, Kemper Income and
Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper
Diversified Income Fund, Kemper High Yield Fund, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free
Income Series, Kemper Investment Portfolios, Kemper Adjustable Rate
U.S. Government Fund, Kemper Blue Chip Fund, Kemper Global Income Fund,
Kemper Environmental Services Fund, Kemper Short-Term Global Income
Fund, Sterling Funds, and any existing or future open-end management
investment companies or series thereof for which Kemper Financial
Services, Inc. (``KFS'') or any person directly or indirectly
controlling, controlled by or under common control with KFS serves or
may in the future serve as investment adviser or principal underwriter
(collectively, the ``Funds''), and KFS.\1\
\1\No existing Funds other than those named as applicants
currently intend to rely upon the requested exemptive order.
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RELEVANT ACT SECTIONS: Exemption requested pursuant to section 6(c)
from sections 2(a)(32), 2(a)(35), 18(f), 18(g), 18(i), 22(c), and 22(d)
and from rule 22c-1.
SUMMARY OF APPLICATION: Applicants seek an order to permit the Funds to
issue multiple classes of shares representing interests in the same
portfolio of securities and to permit the Funds to assess and, under
certain circumstances, waive a contingent deferred sales charge
(``CDSC'') on certain redemptions of certain shares.\2\
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\2\Certain applicants have received exemptive orders with
respect to (i) issuance of multiple classes of shares (Kemper
Investment Portfolios, Investment Company Act Release Nos. 18385
(Oct. 31, 1991) (notice) and 18422 (Nov. 27, 1991) (order)) and (ii)
imposition and waiver of a CDSC upon the redemption of certain
shares (Investment Portfolios, Inc., Investment Company Act Release
Nos. 13676 (Dec. 16, 1983) (notice) and 13720 (Jan. 13, 1984)
(order) and Kemper Blue Chip Fund, Investment Company Act Release
Nos. 18801 (June 19, 1992) (notice) and 18849 (July 15, 1992)
(order) as amended and restated in Kemper Blue Chip Fund, Investment
Company Act Release Nos. 20036 (Jan. 26, 1994) (notice) and 20089
(Feb. 23, 1994) (order)) (collectively, the ``Prior Orders''). The
order requested hereby, if granted, would supersede the Prior
Orders.
FILING DATE: The application was filed on December 1, 1993 and amended
on February 28, 1994. By letters dated April 20, 1994 and April 28,
1994, applicants' counsel stated that an amendment, the substance of
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which is incorporated herein, will be filed during the notice period.
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 Commission by 5:30 p.m., on May 26,
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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549.
Applicants, 120 South LaSalle Street, Chicago, Illinois 60603.
FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (202) 942-0563, or Barry D. Miller,
Senior Special Counsel, at (202) 942-0564 (Office of Investment Company
Regulation, Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Each Fund is an open-end management investment company
registered under the Act. KFS serves as the investment adviser and
principal underwriter for each Fund. Each Fund has a non-rule 12b-1
administrative services agreement (``Administrative Plan'') with KFS
providing for a service fee\3\ at an annual rate of up to .25% of
average daily net assets.
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\3\As used herein, the term ``service fee'' has the meaning
given to that term in Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
(``NASD'') and the term ``distribution fee'' means an ``asset-based
sales charge'' as defined in said NASD rule.
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2. Applicants propose to establish a Multiple Distribution System
(the ``Multiple Distribution System''). Under the Multiple Distribution
System, each Fund would have the opportunity to offer investors the
option of purchasing shares subject to: (i) A front-end sales load that
may vary among Funds and a service fee (``Class A shares''), (ii)
without a front-end sales load, but subject to a CDSC, a rule 12b-1
distribution fee and a service fee (the ``Deferred Option'' or ``Class
B shares''), (iii) without a front-end sales load or CDSC but subject
to a rule 12b-1 plan distribution fee and to a service fee (the ``Level
Load Option'' or ``Class C shares''), and (iv) without a front-end
load, CDSC, distribution fee or service fee (``Class I shares'').\4\
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\4\No Fund will charge a service fee under a rule 12b-1 plan.
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3. The Funds may create one or more additional classes of shares in
the future, the terms of which will differ from the Class A, B, C, and
I shares in the following respects: Any such class: (a) May bear
different distribution fees and any other costs relating to
implementing or amending the rule 12b-1 plan for such class; (b) may
bear different service fees; (c) may bear different shareholder
servicing fees;\5\ (d) may bear different ``Class Expenses,'' that may
include any or all of the following expenses: (i) Printing and postage
expenses related to preparing and distributing materials such as
shareholder reports, prospectuses, and proxy statements to current
shareholders of a specific class; (ii) Commission registration fees
incurred by a specific class; (iii) litigation or other legal expenses
relating to a specific class of shares; (iv) Trustee fees or expenses
incurred as a result of issues relating to a specific class; and (v)
accounting expenses relating to a specific class; (e) may bear a
different name or designation; (f) will have exclusive voting rights as
to any rule 12b-1 plan adopted exclusively with respect to such class
except as provided in condition 16 below; (g) may have different
conversion features; (h) may have different exchange privileges; (i)
may be sold under different sales arrangements, including selling only
to a particular type of investor; and (j) may bear any other
incremental expenses subsequently identified that should be properly
allocated to such class and that shall be approved by the Commission.
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\5\As used herein, the term ``shareholder servicing fees'' means
fees and out-of-pocket expenses paid by the Funds to their
shareholder servicing agent for transfer agency, account maintenance
or dividend disbursing functions or for administering dividend
reinvestment or systematic investment plans. ``Shareholder servicing
fees'' does not refer to ``service fees'' as described in Article
III, section 26 of the Rules of Fair Practice of the NASD.
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4. Any distribution arrangement of a Fund, including distribution
fees, service fees, and front-end and deferred sales loads, will comply
with Article III, section 26, of the Rules of Fair Practice of the
NASD.
5. After a shareholder's Class B shares remain outstanding for a
period of time, they automatically will convert to Class A shares of
the same Fund at the relative net asset values of the two classes and
will thereafter not be subject to a rule 12b-1 plan. Shares purchased
through the reinvestment of distributions paid upon Class B shares will
be treated as Class B shares and will be converted to Class A shares on
a pro rata basis with the Class B shares. The Level Load Option differs
from the Deferred Option in that the Class C shares would not
automatically convert to Class A shares after a specified period of
time as would the Class B shares.
6. Any other class of Non-Institutional Shares (as defined below)
may provide that shares in that class (the ``Purchase Class'') will,
after a period of time, automatically convert into another class of
shares (the ``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 provided that, after conversion, the converted
shares would be subject to an asset-based sales charge and/or service
fee, if any, that in the aggregate are lower than the asset-based sales
charge and/or service fee to which the Purchase Class shares were
subject prior to the conversion.
7. Any conversion of shares of one class to shares of another class
is subject to the continuing availability of a ruling of the Internal
Revenue Service or an opinion of counsel to the effect that the
conversion of shares does not constitute a taxable event under federal
income tax law. Any such conversion may be suspended if such a ruling
or opinion is no longer available.
8. Class I shares would be offered for purchase only by the
following investors (the ``Institutional Investors''): (a) Tax-exempt
retirement plans of KFS and its affiliates, and (b) the following
investment advisory clients of KFS and its investment advisory
affiliates that invest at least $1 million in a Fund: (1) benefit plans
unaffiliated with KFS, such as qualified retirement plans (other than
individual retirement accounts and self-directed retirement plans), (2)
banks and insurance companies unaffiliated with KFS purchasing for
their own accounts, and (3) endowment funds of non-profit organizations
unaffiliated with KFS.
9. Future classes may be offered to meet the specific investment
needs of non-institutional investors (herein, such future classes
together with Class A, B, and C shares are ``Non-Institutional
Shares''). Other future classes, in addition to Class I shares, may be
offered to meet the specific investment needs of a particular category
of Institutional Investor (together with Class I shares,
``Institutional Shares''). Still other future classes may be offered to
various market segments or through various types of intermediaries.
10. Only Institutional Investors will be eligible to invest in
Institutional Shares. Applicants may choose not to make a particular
class of Institutional Shares available to one or more categories of
Institutional Investors. If no class of Institutional Shares is made
available to a particular category of Institutional Investor,
Institutional Investors in this category will be permitted to purchase
Non-Institutional Shares. However, no Institutional Investor that is
eligible to invest in any class of Institutional Shares will be
permitted by applicants to invest in any class of Non-Institutional
Shares. Accordingly, there will be no overlap between the investors
eligible to invest in Institutional Shares and investors eligible to
invest in Non-Institutional Shares of a Fund or series thereof.
11. Under the Multiple Distribution System, certain expenses may be
attributable to a Fund, but not to a particular series thereof. All
such expenses will be borne by each class on the basis of the relative
aggregate net assets of the classes, except in the case of a Fund that
has series, in which case they will first be allocated among series,
based on the relative aggregate net assets of such series. Expenses
that are attributable to a particular series, but not to a particular
class thereof, will be borne by each class on the basis of the relative
aggregate net assets of the classes.
12. Applicants also propose to assess and, under certain
circumstances, waive or reduce a CDSC on certain redemptions of their
shares. The CDSC will not be imposed upon a redemption of shares that
were purchased more than a specified period of time prior to the
redemption (the ``CDSC Period'') or upon shares derived from
reinvestment of distributions. Furthermore, no CDSC will be imposed
upon an amount that represents share appreciation.
13. The Funds request the ability to waive the CDSC as described
below: (a) On redemptions following the total disability (as evidenced
by a determination by the federal Social Security Administration) of
the shareholder (including a registered joint owner) occurring after
the purchase of the shares being redeemed, (b) in the event of the
death of the shareholder (including a registered joint owner), (c) on
redemptions pursuant to the Funds' right to liquidate small accounts or
to charge an annual small account fee, (d) on redemptions of shares
acquired as a result of the investment of distributions from shares of
a class of one Fund into shares of the same class of another Fund, (e)
for redemptions made pursuant to a systematic withdrawal plan, and (f)
in connection with the following redemptions of shares held by employer
sponsored employee benefit plans maintained on the subaccount record
keeping system made available by KFS: (i) Redemptions to satisfy
participant loan advances (loan repayments would constitute new
purchases for purposes of the contingent deferred sales charge and the
conversion privilege), (ii) redemptions in connection with retirement
distributions (limited at any one time to 10% of the total value of
plan assets invested in the Fund), (iii) redemptions in connection with
distributions qualifying under the hardship provisions of Internal
Revenue Code section 403(b)(7) or in Treasury Regulation 401(k)-
1(d)(2), as amended, and (iv) redemptions representing returns of
excess contributions to such plans.
14. The Funds will provide a credit (i.e., a reimbursement) for any
CDSC paid by a redeeming shareholder in connection with a redemption of
shares of a class followed by a reinvestment in any shares of the same
class of the same Fund or, as permitted by KFS, the same class of
another Fund, effected within such number of days of the redemption as
may be specified in a Fund's prospectus. The CDSC credit will be paid
by KFS. Upon redemption thereafter, when calculating the amount of the
CDSC the shares will be deemed to have been held for the period from
purchase through reinvestment, except for the period between redemption
and reinvestment, until such shares are finally redeemed.
Applicants' Legal Analysis
1. The creation of multiple classes of shares may result in shares
of a class having priority over another class as to payment of
dividends and having unequal voting rights, because under the proposed
arrangement: (1) Shareholders of different classes (i) would pay
different fees because of the rule 12b-1 plan (and related costs) and
(ii) may pay different service fees, shareholder servicing fees and
Class Expenses and (2) each class would be entitled to exclusive voting
rights as to matters concerning its rule 12b-1 plan.
2. The abuses that section 18 of the Act is intended to address as
set forth in section 1(b) of the Act are that the interest of investors
are adversely affected when investment companies by excessive borrowing
and the issuance of excessive amounts of senior securities increase
unduly the speculative character of their junior securities or operate
without adequate assets or reserves. The Multiple Distribution 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
all such shares will participate pro rata in all the Fund's
appreciation, income and expenses (with the exception of the different
distribution fees payable by each class of shares and any other costs
relating to implementing the rule 12b-1 plan for such class or an
amendment to such plan including obtaining shareholder approval of the
rule 12b-1 plan for such class or any amendment to such plan), any
different service fees, shareholder servicing fees, and Class Expenses.
3. Applicants believe that the imposition of the CDSC is fair and
in the best interests of their shareholders. The proposed CDSC provides
shareholders the advantage of having more investment dollars working
for them from the time of their purchase than if a sales load were
imposed at the time of purchase. Furthermore, the CDSC described above
is fair to shareholders because it applies only to amounts representing
purchase payments and does not apply to amounts representing share
appreciation, or to amounts representing reinvestment of distributions.
Applicants Conditions
Applicants agree that the order of the Commission granting the
requested relief shall be subject to the following conditions:
1. Each class of shares will represent interests in the same
portfolio of investments of a Fund, and be identical in all respects to
each other class, except as set forth below. The only differences among
the various classes of shares of the same Fund will relate solely to:
(a) Different distribution fee payments associated with any rule 12b-1
plan for a particular class of shares and any other costs relating to
implementing or amending such Plan (including obtaining shareholder
approval of such Plan or any amendment thereto) which will be borne
solely by shareholders of such classes, (b) different service fees, (c)
different shareholder servicing fees, (d) different Class Expenses,
which will be limited to the following expenses determined by the
Trustees to be attributable to a specific class of shares: (i) Printing
and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses, and proxy statements to
current shareholders of a specific class; (ii) Commission registration
fees incurred by a specific class; (iii) litigation or other legal
expenses relating to a specific class; (iv) Trustee fees or expenses
incurred as a result of issues relating to a specific class; and (v)
accounting expenses relating to a specific class; (e) the voting rights
related to any 12b-1 Plan affecting a specific class of shares, except
as provided in condition 16 below; (f) conversion features; (g)
exchange privileges; and (h) class names or designations. Any
additional incremental expenses not specifically identified above which
are subsequently identified and determined to be properly applied to
one class of shares shall not be so applied unless and until approved
by the Commission by an amended order.
2. The Trustees of each Fund, including a majority of the
Independent Trustees, will approve the Multiple Distribution System for
a particular Fund prior to its implementation by that Fund. The minutes
of the meetings of the Trustees of each Fund regarding the
deliberations of the Trustees with respect to the approvals necessary
to implement the Multiple Distribution System will reflect the reasons
for the Trustees' determination that the proposed Multiple distribution
System is in the best interests of both the Fund and its shareholders.
3. The initial determination of any Class Expenses that will be
applied to a class and any subsequent changes thereto will be reviewed
and approved by a vote of the Board of Trustees, including a majority
of the non-interested Trustees. Any persons authorized to direct the
application and disposition of monies paid or payable by the Fund to
meet Class Expenses shall provide to the Board of Trustees, and the
Trustees 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 be sold to particular investors. Applicants will
require all persons selling shares of the Funds to conform to such
standards; and such compliance standards will require that all
investors eligible to purchase Institutional Shares will be sold only
Institutional Shares rather than any other class of shares offered by a
Fund, and that all investors eligible to purchase Non-Institutional
Shares will be sold only Non-Institutional Shares.
5. The Administrative Plan 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 Trustees of the Funds, pursuant to
their fiduciary responsibilities under the Act and otherwise, will
monitor each Fund for the existence of any material conflicts among the
interests of the various classes of shares. The Trustees, including a
majority of the Independent Trustees, shall take such action as is
reasonably necessary to eliminate any such conflicts that may develop.
KFS will be responsible for reporting any potential or existing
conflicts to the Trustees. If a conflict arises, KFS at its own cost
will remedy such conflict up to and including establishing a new
registered management investment company.
7. The Trustees of the Funds will receive quarterly and annual
statements concerning distribution and servicing expenditures complying
with paragraph (b)(3)(ii) of rule 12b-1, as it may be amended from time
to time. In the statements only expenditures properly attributable to
the sale or servicing of a particular class of shares will be used to
support any distribution or service fee charged to that class.
Expenditures not related to the sale or servicing of a particular class
will not be presented to the Trustees to support any distribution or
servicing fee attributable to that class. The statements, including the
allocations upon which they are based, will be subject to the review of
the Independent Trustees in the exercise of their fiduciary duties.
8. Dividends paid by a Fund as 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 in the same amount,
except that any distribution fees, service fees, shareholder servicing
fees and Class Expenses allocated to a class will be borne exclusively
by that class.
9. The methodology and procedures for calculating the net asset
value and dividends and distributions of the various classes and the
proper allocation of expenses between or among the various classes has
been reviewed by an expert (the ``Expert'') who has rendered to the
applicants a report, which has been provided to the staff of the
Commission, stating 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 Funds that the calculations and
allocations are being made properly. The reports of the Expert shall be
filed as part of the periodic reports filed with the Commission
pursuant to sections 30(a) and 30(b)(1) of the Act. The work papers of
the Expert concerning such reports, following request by the Funds
which the Funds agree to make, will be available for inspection by the
Commission staff upon the written request to the Fund for such work
papers by a senior member of the Division of Investment Management or
of a Regional Office of the Commission, 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 Regional Administrators. The initial report of the Expert is
a ``Report on Policies and Procedures in Existence,'' 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 AICPA, as it may be amended from time to
time, or in similar auditing standards as they 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 various classes
of shares and the proper allocation of expenses between or among such
classes of shares; and this representation has been concurred with by
the Expert in the initial report referred to in condition (9) above 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 condition (9) above. Applicants agree to take immediate
corrective action if the Expert, or appropriate substitute Expert, does
not so concur with the ongoing reports.
11. The prospectuses of each Fund will contain a statement to the
effect that a salesperson and any other person entitled to receive
compensation for selling or servicing Fund shares may receive different
compensation as to one class of Fund shares in relation to another.
12. The conditions pursuant to which the exemptive order is granted
and the duties and responsibilities of the Trustees of the Funds
concerning the Multiple Distribution System will be set forth in
guidelines that will be furnished to the Trustees as part of the
materials setting forth the duties and responsibilities of the
Trustees.
13. Each Fund will disclose the respective expenses, performance
data, distribution arrangements, services, fees, sales loads, deferred
sales loads, conversion features, and exchange privileges applicable to
each class of shares other than Institutional Shares in every
prospectus, regardless of whether all classes of shares are offered
through each prospectus. Institutional Shares will be offered solely
pursuant to a separate prospectus. The prospectus for Institutional
Shares will disclose the existence of the Fund's other classes, and the
prospectus for the Fund's other classes will disclose the existence of
Institutional Shares and will identify the persons eligible to purchase
Institutional Shares. The shareholder reports on each Fund will
disclose the respective expenses and performance data applicable to
each class of shares. The shareholder reports will contain, in the
statement of assets and liabilities and statement of operations,
information related to the Fund as a whole and not on a per class
basis. Each Fund's per share data, however, will be prepared on a per
class basis for all classes of shares of that Fund. To the extent that
any advertisement or sales literature describes the expenses or
performance data applicable to any class of shares, it will disclose
the expenses and/or performance data applicable to all classes of
shares except Institutional Shares. Advertising materials reflecting
the expenses or performance data for Institutional Shares will be
available only to those persons eligible to purchase Institutional
Shares. The information provided by applicants for publication in any
newspaper or similar listing of the Funds' net asset values and public
offering prices will present separately each class of shares except
Institutional Shares.
14. Applicants acknowledge that the grant of the exemptive order
requested by the application will not imply Commission approval,
authorization, or acquiescence in any particular level of payments that
the Funds may make pursuant to their rule 12b-1 distribution plans or
Administrative Plan in reliance upon the exemptive order.
15. Purchase Class shares will convert into Target Class shares 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 charge 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 charge and service
fee to which they were subject prior to the conversion.
16. If a Fund implements any amendment to its rule 12b-1 Plan (or,
if presented to shareholders, adopts or implements any amendment of a
non-rule 12b-1 service 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 shares
unless the Purchase Class shareholders, voting separately as a class,
approve the proposal. The Trustees shall take such actions as are
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 such shares
previously were scheduled to convert into the Target Class. If deemed
advisable by the Trustees 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 the existing Purchase
Class shares in all material respects except that New Purchase Class
will convert into New Target Class. The New Target Class or the 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 Trustees reasonably believe will not be subject to
federal taxation. In accordance with condition 6 above, any additional
cost associated with the creation, exchange, or conversion of the New
Target Class or the New Purchase Class shall be borne solely by the
investment adviser and principal underwriter. 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 Target Class 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 (November 2,
1988) as such rule is currently proposed and as it may be reproposed,
adopted, or amended.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-10981 Filed 5-5-94; 8:45 am]
BILLING CODE 8010-01-M
