9960 Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 

Expenses of $107,423 incurred in 

connection with the reorganization were 

paid by Cohen & Steers Capital 

Management, Inc., applicant’s 

investment adviser. 

Filing Date: The application was filed 

on January 22, 2010. 

Applicant’s Address: 280 Park Ave., 

10th Floor, New York, NY 10017. 

Grosvenor Registered Multi-Strategy 

Fund NewSub, LLC [File No. 811– 

22373] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Date: The application was filed 

on January 22, 2010. 

Applicant’s Address: c/o Banc of 

America Investment Advisors, Inc., One 

Financial Center, Boston, MA 02111. 

Dow Jones EURO STOXX 50 Premium 

& Dividend Income Fund Inc. [File No. 

811–22089] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Date: The application was filed 

on January 26, 2010. 

Applicant’s Address: 4 World 

Financial Center, 6th Floor, New York, 

NY 10080. 

T Funds Investment Trust [File No. 

811–21655] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on December 24, 2009, and 

amended on February 19, 2010. 

Applicant’s Address: 555 South 

Flower St., Suite 3300, Los Angeles, CA 

90071. 

Fortress Registered Investment Trust 

[File No. 811–9751] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on January 7, 2010, and amended 

on February 23, 2010. 

Applicant’s Address: 1345 Avenue of 

the Americas, 46th Floor, New York, NY 

10105. 

W.P. Stewart & Co. Growth Fund, Inc. 

[File No. 811–8128] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On November 30, 

2009, applicant transferred its assets to 

W.P. Stewart & Co. Growth Fund, a 

series of Investment Managers Series 

Trust, based on net asset value. 

Expenses of $314,876 incurred in 

connection with the reorganization were 

paid by W.P. Stewart & Co., Inc., 

applicant’s investment adviser, and 

UMB Fund Services, Inc., the coadministrator and transfer agent for the 

acquiring fund. 

Filing Dates: The application was 

filed on December 16, 2009, and 

amended on February 8, 2010. 

Applicant’s Address: c/o W.P. Stewart 

& Co., Inc., 527 Madison Ave., New 

York, NY 10022. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4499 Filed 3–3–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Investment Company Act Release No. 

29163; 812–13161–01] 

First Trust/Aberdeen Global 

Opportunity Income Fund, et al.; 

Notice of Application 

February 26, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 19(b) of the Act and rule 

19b–1 under the Act. 

Summary of Application: Applicants 

request an order to permit certain 

closed-end investment companies to 

make periodic distributions of long-term 

capital gains with respect to their 

outstanding common stock as frequently 

as twelve times each year, and as 

frequently as distributions are specified 

by or in accordance with the terms of 

any outstanding preferred stock that 

such investment companies may issue. 

Applicants: First Trust/Aberdeen Global 

Opportunity Income Fund, First Trust 

Enhanced Equity Income Fund, First 

Trust/Four Corners Senior Floating Rate 

Income Fund, First Trust/Four Corners 

Senior Floating Rate Income Fund II, 

Macquarie/First Trust Global 

Infrastructure/Utilities Dividend & 

Income Fund, First Trust/FIDAC 

Mortgage Income Fund, First Trust 

Strategic High Income Fund, First Trust 

Strategic High Income Fund II, First 

Trust Strategic High Income Fund III, 

First Trust/Aberdeen Emerging 

Opportunity Fund, First Trust Specialty 

Finance and Financial Opportunities 

Fund, First Trust Active Dividend 

Income Fund, First Trust Municipal 

Target Term Trust, First Trust/ 

StoneCastle Bank Select Income Fund, 

First Trust Income Fund, First Trust/ 

Chartwell Total Return Equity Income 

Fund, First Trust/Aberdeen Global 

Credit Strategies Fund (collectively, the 

‘‘Current Funds’’), First Trust Advisors 

L.P. (the ‘‘Adviser’’) and First Trust 

Portfolios, L.P. (the ‘‘Broker-Dealer’’). 

Filing Dates: January 26, 2005, August 9, 

2007, September 9, 2008, December 12, 

2008, April 20, 2009 and August 11, 

2009. 

Hearing or Notification of Hearing: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 23, 2010, 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 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants, Chapman and Cutler LLP, 

111 West Monroe St., Chicago, Illinois 

60603, attention: Eric F. Fess, Esq. and 

Suzanne M. Russell, Esq. 

FOR FURTHER INFORMATION CONTACT: 

Wendy Friedlander, Senior Counsel, at 

(202) 551–6837, or James M. Curtis, 

Branch Chief, at (202) 551–6712 

(Division of Investment Management, 

Office of Chief Counsel). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

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Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 9961 

1Applicants request that any order issued 

granting the relief requested in the application also 

apply to any closed-end investment company that 

in the future: (a) is advised by the Adviser 

(including any successor in interest) or by any 

entity controlling, controlled by, or under common 

control (within the meaning of section 2(a)(9) of the 

Act) with the Adviser; and (b) complies with the 

terms and conditions of the requested order. A 

successor in interest is limited to entities that result 

from a reorganization into another jurisdiction or a 

change in the type of business organization. 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations: 

1. Each Current Fund and any future 

fund that may rely on the requested 

order (each a ‘‘Fund’’ and collectively 

the ‘‘Funds’’) is or will be registered 

under the Act as a closed-end 

management investment company.1

Each Fund’s common stock is or will be 

listed and traded on a ‘‘national 

securities exchange,’’ as defined in 

section 2(a)(26) of the Act. Any 

preferred stock that has been or may be 

issued by a Fund is not and will not be 

listed or traded on any exchange. 

Applicants believe that the common 

stockholders of the Funds are or will be 

generally conservative, dividend- and 

income-sensitive investors who desire 

current income periodically. 

2. The Adviser is an Illinois limited 

partnership and is registered under the 

Investment Advisers Act of 1940. The 

Adviser is or will be responsible for 

implementing each Fund’s overall 

investment strategy. The Adviser is 

controlled by Grace Partners of DuPage 

L.P. (‘‘Grace’’) and The Charger 

Corporation (‘‘Charger’’). Grace’s general 

partner is Charger, which is controlled 

by the Robert Donald Van Kampen 

family. 

3. The Broker-Dealer is registered 

under the Securities Exchange Act of 

1934 as a broker-dealer and is an 

‘‘affiliated person’’ of the Adviser as 

defined in section 2(a)(3) of the Act. 

Applicants represent that the BrokerDealer maintains a Web site that 

includes information on financial 

products that it offers or distributes, 

including information about the Current 

Funds that have issued publicly-offered 

stock. 

4. Applicants represent that, before 

any Fund will implement a policy to 

make level, periodic distributions with 

respect to its common stock, the board 

of trustees (the ‘‘Board’’) of such Fund, 

including a majority of the trustees who 

are not ‘‘interested persons’’ as defined 

in Section 2(a)(19) of the Act (each an 

‘‘Independent Trustee’’) of the respective 

Fund will approve the Fund’s adoption 

of such policy. Applicants represent 

that the Board will request, and the 

Adviser will provide, such information 

as is reasonably necessary for the Board 

to make an informed determination of 

whether the Fund should adopt the 

proposed distribution policy. 

Applicants represent that, in particular, 

the Board, including the Independent 

Trustees, will review information 

regarding the purpose and terms of the 

proposed distribution policy, the likely 

effects of such policy on the Fund’s 

long-term total return (in relation to 

market price and net asset value 

(‘‘NAV’’) per common share) and the 

relationship between the Fund’s 

distribution rate on its common stock 

under the policy and the Fund’s total 

return (in relation to NAV per common 

share). Applicants represent that the 

Independent Trustees also will consider 

what conflicts of interest the Adviser 

and the affiliated persons of the Adviser 

and the Fund might have with respect 

to the adoption or implementation of 

such policy. Applicants represent that 

after considering such information the 

Board, including the Independent 

Trustees, will approve the distribution 

policy with respect to the Fund’s 

common stock (the ‘‘Plan’’), provided 

that the Board, including the 

Independent Trustees, determines that 

the Plan is consistent with the Fund’s 

investment objective(s) and in the best 

interests of the Fund’s common 

stockholders. 

5. Applicants represent that the 

purpose of any Plan will be to permit a 

Fund to provide its common 

stockholders with level, periodic 

distributions. Applicants represent that, 

under the Plan of a Fund, such Fund 

would distribute to its respective 

common stockholders a fixed 

percentage of the market price of the 

Fund’s common stock at a particular 

point in time or a fixed percentage of 

NAV per common share at a particular 

point in time or a fixed amount per 

common share, any of which may be 

adjusted from time to time. Applicants 

state that the minimum annual 

distribution rate with respect to a 

Fund’s common stock under its 

respective Plan would be independent 

of the Fund’s performance during any 

particular period but would be expected 

to correlate with the Fund’s 

performance over time. Applicants 

explain that each distribution on the 

common stock would be at the stated 

rate then in effect except for 

extraordinary distributions and 

potential increases or decreases in the 

final dividend periods in light of the 

Fund’s performance for the entire 

calendar or taxable year and to enable 

the Fund to comply with the 

distribution requirements of Subchapter 

M of the Internal Revenue Code of 1986 

(the ‘‘Code’’) for the calendar or taxable 

year. 

6. Applicants represent that the Board 

of each Fund that relies on the order 

also will approve the Fund’s adoption of 

policies and procedures under rule 38a– 

1 under the Act that are reasonably 

designed to ensure that all notices sent 

to stockholders with distributions under 

the Plan (‘‘Notices’’) comply with 

condition II.A below, and that all other 

written communications by any such 

Fund or its agents regarding 

distributions under the Plan include the 

disclosure required by condition III.A 

below. Applicants state that the Board 

of each Fund also will approve the 

Fund’s adoption of policies and 

procedures that require such Fund to 

keep records that demonstrate the 

Fund’s compliance with all of the 

conditions of the requested order and 

that are necessary for the Fund to form 

the basis for, or demonstrate the 

calculation of, the amounts disclosed in 

its Notices. 

Applicants’ Legal Analysis: 

1. Section 19(b) generally makes it 

unlawful for any registered investment 

company to make long-term capital 

gains distributions more than once each 

year. Rule 19b–1 limits the number of 

capital gains dividends, as defined in 

section 852(b)(3)(C) of the Code 

(‘‘distributions’’), that a fund may make 

with respect to any one taxable year to 

one, plus a supplemental ‘‘clean up’’ 

distribution made pursuant to section 

855 of the Code not exceeding 10% of 

the total amount distributed for the year, 

plus one additional capital gain 

dividend made in whole or in part to 

avoid the excise tax under section 4982 

of the Code. 

2. Section 6(c) provides that the 

Commission may, by order upon 

application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that the 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

3. Applicants state that the one of the 

concerns underlying section 19(b) and 

rule 19b–1 is that shareholders might be 

unable to differentiate between regular 

distributions of capital gains and 

distributions of investment income. 

mstockstill on DSKH9S0YB1PROD with NOTICES

9962 Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 

2Returns of capital as used in the application 

means return of capital for financial accounting 

purposes and not for tax accounting purposes. 

Applicants state, however, that rule 

19a–1 effectively addresses this concern 

by requiring that a separate statement 

showing the sources of a distribution 

(e.g., estimated net income, net shortterm capital gains, net long-term capital 

gains and/or return of capital) 

accompany any distributions (or the 

confirmation of the reinvestment of 

distributions) estimated to be sourced in 

part from capital gains or capital. 

Applicants state that the same 

information also is included in each 

fund’s reports to shareholders and on its 

IRS Form 1099–DIV, which is sent to 

each common and preferred shareholder 

who received distributions during the 

year. 

4. Applicants further state that each 

Fund will make the additional 

disclosures required by the conditions 

set forth below, and each of them will 

adopt compliance policies and 

procedures in accordance with rule 

38a–1 to ensure that all required Notices 

and disclosures are sent to shareholders. 

Applicants argue that by providing the 

information required by section 19(a) 

and rule 19a–1, and by complying with 

the procedures adopted under each Plan 

and the conditions listed below, the 

Funds would ensure that each Fund’s 

shareholders are provided sufficient 

information to understand that their 

periodic distributions are not tied to the 

Fund’s net investment income (which 

for this purpose is the Fund’s taxable 

income other than from capital gains) 

and realized capital gains to date, and 

may not represent yield or investment 

return. Applicants also state that 

compliance with each Fund’s 

compliance procedures and condition 

III set forth below will ensure that 

prospective shareholders and third 

parties are provided with the same 

information. Accordingly, applicants 

assert that continuing to subject the 

Funds to section 19(b) and rule 19b–1 

would afford shareholders no extra 

protection. 

5. Applicants note that section 19(b) 

and rule 19b–1 also were intended to 

prevent certain improper sales practices, 

including, in particular, the practice of 

urging an investor to purchase shares of 

a fund on the basis of an upcoming 

capital gains dividend (‘‘selling the 

dividend’’), where the dividend would 

result in an immediate corresponding 

reduction in NAV and would be in 

effect a taxable return of the investor’s 

capital. Applicants assert that the 

‘‘selling the dividend’’ concern should 

not apply to closed-end investment 

companies which do not continuously 

distribute shares. According to 

Applicants, if the underlying concern 

extends to secondary market purchases 

of shares of closed-end funds that are 

subject to a large upcoming capital gains 

dividend, adoption of a Plan actually 

helps minimize the concern by 

avoiding, through periodic 

distributions, any buildup of large endof-the-year distributions. 

6. Applicants also note that common 

shares of closed-end funds that invest 

primarily in equity securities often trade 

in the marketplace at a discount to their 

NAV. Applicants believe that this 

discount may be reduced for closed-end 

funds that pay relatively frequent 

dividends on their common shares at a 

consistent rate, whether or not those 

dividends contain an element of longterm capital gain. 

7. Applicants assert that the 

application of rule 19b–1 to a Plan 

actually could have an undesirable 

influence on portfolio management 

decisions. Applicants state that, in the 

absence of an exemption from rule 19b– 

1, the implementation of a Plan imposes 

pressure on management (i) not to 

realize any net long-term capital gains 

until the point in the year that the fund 

can pay all of its remaining distributions 

in accordance with rule 19b–1, and (ii) 

not to realize any long-term capital 

gains during any particular year in 

excess of the amount of the aggregate 

pay-out for the year (since as a practical 

matter excess gains must be distributed 

and accordingly would not be available 

to satisfy pay-out requirements in 

following years), notwithstanding that 

purely investment considerations might 

favor realization of long-term gains at 

different times or in different amounts. 

Applicants thus assert that the 

limitation on the number of capital 

gains distributions that a fund may 

make with respect to any one year 

imposed by rule 19b–1 may prevent the 

efficient operation of a Plan whenever 

that fund’s realized net long-term 

capital gains in any year exceed the total 

of the periodic distributions that may 

include such capital gains under the 

rule. 

8. In addition, Applicants assert that 

rule 19b–1 may cause fixed regular 

periodic distributions under a Plan to be 

funded with returns of capital 2 (to the 

extent net investment income and 

realized short-term capital gains are 

insufficient to fund the distribution), 

even though realized net long-term 

capital gains otherwise could be 

available. To distribute all of a fund’s 

long-term capital gains within the limits 

in rule 19b–1, a fund may be required 

to make total distributions in excess of 

the annual amount called for by its Plan, 

or to retain and pay taxes on the excess 

amount. Applicants thus assert that the 

requested order would minimize these 

effects of rule 19b–1 by enabling the 

funds to realize long-term capital gains 

as often as investment considerations 

dictate without fear of violating rule 

19b-1. 

9. Applicants state that Revenue 

Ruling 89–81 under the Code requires 

that a fund that has both common stock 

and preferred stock outstanding 

designate the types of income, e.g., 

investment income and capital gains, in 

the same proportion as the total 

distributions distributed to each class 

for the tax year. To satisfy the 

proportionate designation requirements 

of Revenue Ruling 89–81, whenever a 

fund has realized a long-term capital 

gain with respect to a given tax year, the 

fund must designate the required 

proportionate share of such capital gain 

to be included in common and preferred 

stock dividends. Applicants state that 

although rule 19b–1 allows a fund some 

flexibility with respect to the frequency 

of capital gains distributions, a fund 

might use all of the exceptions available 

under the rule for a tax year and still 

need to distribute additional capital 

gains allocated to the preferred stock to 

comply with Revenue Ruling 89–81. 

10. Applicants assert that the 

potential abuses addressed by section 

19(b) and rule 19b–1 do not arise with 

respect to preferred stock issued by a 

closed-end fund. Applicants assert that 

such distributions are fixed or 

determined in periodic auctions by 

reference to short-term interest rates 

rather than by reference to performance 

of the issuer and Revenue Ruling 89–81 

determines the proportion of such 

distributions that are comprised of the 

long-term capital gains. 

11. Applicants also submit that the 

‘‘selling the dividend’’ concern is not 

applicable to preferred stock, which 

entitles a holder to no more than a 

periodic dividend at a fixed rate or the 

rate determined by the market, and, like 

a debt security, is priced based upon its 

liquidation value, credit quality, and 

frequency of payment. Applicants state 

that investors buy preferred shares for 

the purpose of receiving payments at the 

frequency bargained for, and do not 

expect the liquidation value of their 

shares to change. 

12. Applicants request an order under 

section 6(c) granting an exemption from 

the provisions of section 19(b) and rule 

19b–1 to permit each Fund to distribute 

periodic capital gains dividends (as 

defined in section 852(b)(3)(C) of the 

Code) as often as monthly in any one 

taxable year in respect of its common 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 9963 

3Applicants state that a future fund that relies on 

the requested order will satisfy each of the 

representations in the application except that such 

representations will be made in respect of actions 

by the board of trustees of such future fund and will 

be made at a future time. 

4This disclosure will be included only if the 

current distribution or the fiscal year-to-date 

cumulative distributions are estimated to include a 

return of capital. 

5None of the funds nor the Adviser maintains a 

Web site. First Trust Portfolios, a registered brokerdealer and an affiliate of the Adviser, maintains a 

Web site that is used by the Adviser and the funds. 

stock and as often as specified by or 

determined in accordance with the 

terms thereof in respect of its preferred 

stock.3

Applicants’ Conditions: 

Applicants agree that, with respect to 

each Fund seeking to rely on the order, 

the order will be subject to the following 

conditions: 

I. Compliance Review and Reporting. 

The fund’s chief compliance officer 

will: (a) Report to the fund Board, no 

less frequently than once every three 

months or at the next regularly 

scheduled quarterly board meeting, 

whether (i) the fund and the Adviser 

have complied with the conditions to 

the requested order, and (ii) a Material 

Compliance Matter, as defined in rule 

38a–1(e)(2), has occurred with respect to 

compliance with such conditions; and 

(b) review the adequacy of the policies 

and procedures adopted by the fund no 

less frequently than annually. 

II. Disclosures to Fund Shareholders: 

A. Each Notice to The holders of the 

fund’s common stock, in addition to the 

information required by section 19(a) 

and rule 19a–1: 

1. Will provide, in a tabular or 

graphical format: 

(a) The amount of the distribution, on 

a per common share basis, together with 

the amounts of such distribution 

amount, on a per common share basis 

and as a percentage of such distribution 

amount, from estimated: (A) Net 

investment income; (B) net realized 

short-term capital gains; (C) net realized 

long-term capital gains; and (D) return 

of capital or other capital source; 

(b) The fiscal year-to-date cumulative 

amount of distributions, on a per 

common share basis, together with the 

amounts of such cumulative amount, on 

a per common share basis and as a 

percentage of such cumulative amount 

of distributions, from estimated: (A) Net 

investment income; (B) net realized 

short-term capital gains; (C) net realized 

long-term capital gains; and (D) return 

of capital or other capital source; 

(c) The average annual total return in 

relation to the change in NAV for the 5- 

year period (or, if the fund’s history of 

operations is less than five years, the 

time period commencing immediately 

following the fund’s first public 

offering) ending on the last day of the 

month prior to the most recent 

distribution record date compared to the 

current fiscal period’s annualized 

distribution rate expressed as a 

percentage of NAV as of the last day of 

the month prior to the most recent 

distribution record date; and 

(d) The cumulative total return in 

relation to the change in NAV from the 

last completed fiscal year to the last day 

of the month prior to the most recent 

distribution record date compared to the 

fiscal year-to-date cumulative 

distribution rate expressed as a 

percentage of NAV as of the last day of 

the month prior to the most recent 

distribution record date. 

Such disclosure shall be made in a 

type size at least as large and as 

prominent as the estimate of the sources 

of the current distribution; and 

2. will include the following 

disclosure: 

(a) ‘‘You should not draw any 

conclusions about the fund’s investment 

performance from the amount of this 

distribution or from the terms of the 

fund’s Plan’’; 

(b) ‘‘The fund estimates that it has 

distributed more than its income and 

net realized capital gains; therefore, a 

portion of your distribution may be a 

return of capital. A return of capital may 

occur for example, when some or all of 

the money that you invested in the fund 

is paid back to you. A return of capital 

distribution does not necessarily reflect 

the fund’s investment performance and 

should not be confused with ‘yield’ or 

‘income’ ’’;4 and 

(c) ‘‘The amounts and sources of 

distributions reported in this Notice are 

only estimates and are not being 

provided for tax reporting purposes. The 

actual amounts and sources of the 

amounts for tax reporting purposes will 

depend upon the fund’s investment 

experience during the remainder of its 

fiscal year and may be subject to 

changes based on tax regulations. The 

fund will send you a Form 1099–DIV for 

the calendar year that will tell you how 

to report these distributions for federal 

income tax purposes.’’ 

Such disclosure shall be made in a 

type size at least as large as and as 

prominent as any other information in 

the Notice and placed on the same page 

in close proximity to the amount and 

the sources of the distribution. 

B. On the inside front cover of each 

report to shareholders under rule 

30e–1 under the Act, the fund will: 

1. Describe the terms of the Plan 

(including the fixed amount or fixed 

percentage of the distributions and the 

frequency of the distributions); 

2. Include the disclosure required by 

condition II.A.2.a above; 

3. State, if applicable, that the Plan 

provides that the Board may amend or 

terminate the Plan at any time without 

prior notice to fund shareholders; and 

4. Describe any reasonably foreseeable 

circumstances that might cause the fund 

to terminate the Plan and any 

reasonably foreseeable consequences of 

such termination. 

C. Each report provided to 

shareholders under rule 30e–1 and each 

prospectus filed with the Commission 

on Form N–2 under the Act, will 

provide the fund’s total return in 

relation to changes in NAV in the 

financial highlights table and in any 

discussion about the fund’s total return. 

III. Disclosure to Shareholders, 

Prospective Shareholders and Third 

Parties: 

A. The fund will include the 

information contained in the relevant 

Notice, including the disclosure 

required by condition II.A.2 above, in 

any written communication (other than 

a Form 1099) about the Plan or 

distributions under the Plan by the 

fund, or agents that the fund has 

authorized to make such 

communication on the fund’s behalf, to 

any fund common shareholder, 

prospective common shareholder or 

third-party information provider; 

B. The fund will issue, 

contemporaneously with the issuance of 

any Notice, a press release containing 

the information in the Notice and will 

file with the Commission the 

information contained in such Notice, 

including the disclosure required by 

condition II.A.2 above, as an exhibit to 

its next filed Form N–CSR; and 

C. The fund will post prominently on 

the Web site maintained by the BrokerDealer, an affiliated person of the 

Adviser, a statement containing the 

information in each Notice, including 

the disclosure required by condition 

II.A.2 above, and will maintain such 

information on such Web site for at least 

24 months.5

IV. Delivery of Notices to Beneficial 

Owners: If a broker, dealer, bank or 

other person (‘‘financial intermediary’’) 

holds common stock issued by the fund 

in nominee name, or otherwise, on 

behalf of a beneficial owner, the fund: 

(a) Will request that the financial 

intermediary, or its agent, forward the 

Notice to all beneficial owners of the 

fund’s stock held through such financial 

intermediary; (b) will provide, in a 

timely manner, to the financial 

intermediary, or its agent, enough 

mstockstill on DSKH9S0YB1PROD with NOTICES

9964 Federal Register / Vol. 75, No. 42 / Thursday, March 4, 2010 / Notices 

6 If the fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the fund’s first public 

offering. 

7 If the fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the fund’s first public offering. 

1 15 U.S.C. 78ee. 

2 15 U.S.C. 78ee(b). 

3 15 U.S.C. 78ee(c). 

4 15 U.S.C. 78ee(j)(1) and (j)(3). 

5 15 U.S.C. 78ee(j)(2). 

6 15 U.S.C. 78ee(l)(1). 

7See id. 

copies of the Notice assembled in the 

form and at the place that the financial 

intermediary, or its agent, reasonably 

requests to facilitate the financial 

intermediary’s sending of the Notice to 

each beneficial owner of the fund’s 

stock; and (c) upon the request of any 

financial intermediary, or its agent, that 

receives copies of the Notice, will pay 

the financial intermediary, or its agent, 

the reasonable expenses of sending the 

Notice to such beneficial owners. 

V. Additional Board Determinations 

for Funds Whose Shares Trade at a 

Premium: If: 

A. The fund’s common stock has 

traded on the exchange that it primarily 

trades on at the time in question at an 

average premium to NAV equal to or 

greater than 10%, as determined on the 

basis of the average of the discount or 

premium to NAV of the fund’s common 

stock as of the close of each trading day 

over a 12-week rolling period (each such 

12-week rolling period ending on the 

last trading day of each week); and 

B. The fund’s annualized distribution 

rate for such 12-week rolling period, 

expressed as a percentage of NAV as of 

the ending date of such 12-week rolling 

period, is greater than the fund’s average 

annual total return in relation to the 

change in NAV over the 2-year period 

ending on the last day of such 12-week 

rolling period; then: 

1. At the earlier of the next regularly 

scheduled meeting or within four 

months of the last day of such 12-week 

rolling period the Board, including a 

majority of the Independent Trustees: 

(a) Will request and evaluate, and the 

Adviser will furnish, such information 

as may be reasonably necessary to make 

an informed determination of whether 

the Plan should be continued or 

continued after amendment; 

(b) Will determine whether 

continuation, or continuation after 

amendment, of the Plan is consistent 

with the fund’s investment objective(s) 

and policies and in the best interests of 

the fund and its stockholders, after 

considering the information in 

condition V.B.1.a above; including, 

without limitation: 

(1) Whether the Plan is accomplishing 

its purpose(s); 

(2) The reasonably foreseeable effects 

of the Plan on the fund’s long-term total 

return in relation to the market price 

and NAV of the fund’s common stock; 

and 

(3) The fund’s current distribution 

rate, as described in condition V.B 

above, compared to with the fund’s 

average annual total return over the 2- 

year period, as described in condition 

V.B, or such longer period as the board 

deems appropriate; and 

(c) Based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Plan; and 

2. The Board will record the 

information considered by it and the 

basis for its approval or disapproval of 

the continuation, or continuation after 

amendment, of the Plan in its meeting 

minutes, which must be made and 

preserved for a period of not less than 

six years from the date of such meeting, 

the first two years in an easily accessible 

place. 

VI. Public Offerings: The fund will not 

make a public offering of the fund’s 

common stock other than: 

A. A rights offering below NAV to 

holders of the fund’s common stock; 

B. An offering in connection with a 

dividend reinvestment plan, merger, 

consolidation, acquisition, spin-off or 

reorganization of the fund; or 

C. An offering other than an offering 

described in conditions VI.A and VI.B 

above, unless, with respect to such other 

offering: 

1. the fund’s annualized distribution 

rate for the six months ending on the 

last day of the month ended 

immediately prior to the most recent 

distribution declaration date,6 expressed 

as a percentage of NAV per share as of 

such date, is no more than 1 percentage 

point greater than the fund’s average 

annual total return for the 5-year period 

ending on such date; 7 and 

2. the transmittal letter accompanying 

any registration statement filed with the 

Commission in connection with such 

offering discloses that the fund has 

received an order under section 19(b) to 

permit it to make periodic distributions 

of long-term capital gains with respect 

to its common stock as frequently as 

twelve times each year, and as 

frequently as distributions are specified 

in accordance with the terms of any 

outstanding preferred stock that such 

fund may issue. 

VII. Amendments to Rule 19b–1. The 

requested relief will expire on the 

effective date of any amendment to rule 

19b–1 that provides relief permitting 

certain closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their outstanding 

common stock as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–4516 Filed 3–3–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61605/March 1, 2010] 

Order Making Fiscal Year 2010 MidYear Adjustment to the Fee Rates 

Applicable Under Sections 31(b) and 

(c) of the Securities Exchange Act of 

1934 

I. Background 

Section 31 of the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’) requires 

each national securities exchange and 

national securities association to pay 

transaction fees to the Commission.1

Specifically, section 31(b) requires each 

national securities exchange to pay to 

the Commission fees based on the 

aggregate dollar amount of sales of 

certain securities transacted on the 

exchange.2 Section 31(c) requires each 

national securities association to pay to 

the Commission fees based on the 

aggregate dollar amount of sales of 

certain securities transacted by or 

through any member of the association 

other than on an exchange.3

Sections 31(j)(1) and (3) require the 

Commission to make annual 

adjustments to the fee rates applicable 

under Sections 31(b) and (c) for each of 

the fiscal years 2003 through 2011, and 

one final adjustment to fix the fee rates 

for fiscal year 2012 and beyond.4

Section 31(j)(2) requires the 

Commission, in certain circumstances, 

to make a mid-year adjustment to the fee 

rates in fiscal years 2002 through 2011.5

The annual and mid-year adjustments 

are designed to adjust the fee rates in a 

given fiscal year so that, when applied 

to the aggregate dollar volume of sales 

for the fiscal year, they are reasonably 

likely to produce total fee collections 

under Section 31 equal to the ‘‘target 

offsetting collection amount’’ specified 

in Section 31(l)(1) for that fiscal year.6

For fiscal year 2010, the target offsetting 

collection amount is $1,161,000,000.7

mstockstill on DSKH9S0YB1PROD with NOTICES