Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 8373 

1The Fund will not impose an ‘‘early withdrawal 

charge’’ or ‘‘repurchase fee’’ on shareholders who 

purchase and tender their shares. 

2Any Fund relying on this relief will do so in a 

manner consistent with the terms and conditions of 

the application. Applicants represent that each 

investment company presently intending to rely on 

the requested order is listed as an applicant. 

3Any references to NASD Conduct Rule 2830 

include any successor or replacement Financial 

Industry Regulatory Authority Rule to NASD 

Conduct Rule 2830. 

4See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release); and 

Disclosure of Breakpoint Discounts by Mutual 

Funds, Investment Company Act Release No. 26464 

(June 7, 2004) (adopting release). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03098 Filed 2–13–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31454; File No. 812–14326] 

Corsair Opportunity Fund, et al.; 

Notice of Application 

February 10, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 18(c) and 18(i) 

of the Act and for an order pursuant to 

section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares (‘‘Classes’’) with 

varying sales loads and to impose assetbased service and/or distribution fees 

and contingent deferred sales loads 

(‘‘CDSCs’’). 

APPLICANTS: Corsair Opportunity Fund 

(‘‘Fund’’) and Corsair Capital 

Management, L.P. (‘‘Adviser’’). 

FILING DATES: The application was filed 

on June 30, 2014, and amended on 

October 21, 2014, January 8, 2015, 

January 30, 2015, and February 9, 2015. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 9, 2015 and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Pursuant to Rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reasons 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: Brent J. Fields, Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Corsair Opportunity Fund 

and Corsair Capital Management, L.P. 

366 Madison Avenue, 12th Floor, New 

York, NY 10017. 

FOR FURTHER INFORMATION CONTACT: 

Stephan N. Packs, Senior Counsel, at 

(202) 551–6853, or Nadya Roytblat, 

Assistant Chief Counsel, at (202) 551– 

6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http:// 

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

calling (202) 551–8090. 

Applicants’ Representations 

1. The Fund is a continuously offered 

non-diversified, closed-end 

management investment company 

registered under the Act and organized 

as a Delaware statutory trust. The 

Adviser is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 and serves as investment 

adviser to the Fund. 

2. The Fund continuously offers its 

shares pursuant to its currently effective 

registration statement under the 

Securities Act of 1933. The Fund’s 

shares are not listed on any securities 

exchange and do not trade on an overthe-counter system such as Nasdaq. 

Applicants do not expect that any 

secondary market will develop for the 

Fund’s shares. 

3. The Fund currently offers, and 

intends to continue to offer, a single 

Class of shares (‘‘Initial Class’’) at net 

asset value per share (‘‘NAV’’). The 

Initial Class is not currently subject to 

any sales load or distribution and/or 

service fees. The Fund proposes to offer 

additional Classes of shares that will 

adopt a distribution and service plan in 

compliance with rules 12b–1 and 17d– 

3 under the Act as if such rules applied 

to closed-end management investment 

companies (‘‘Distribution and Service 

Plan’’). Additional Classes may be 

subject to a sales load, a distribution fee 

(‘‘Distribution Fee’’), and/or a service 

fee (‘‘Service Fee’’), pursuant to the 

Distribution and Service Plan.1

4. In order to provide a limited degree 

of liquidity to shareholders, the Fund 

may from time to time offer to 

repurchase shares at their then-current 

NAV in accordance with rule 13e–4 

under the 1934 Act pursuant to written 

tenders by shareholders. Repurchases of 

the Fund’s shares are made at such 

times, in such amounts and on such 

terms as may be determined by the 

board of trustees of the Fund (‘‘Board’’) 

in its sole discretion. The Adviser 

ordinarily recommends that the Board 

authorize the Fund to offer to 

repurchase shares from shareholders 

quarterly. 

5. Applicants request that the order 

also apply to any continuously-offered 

registered closed-end management 

investment company existing now or in 

the future for which the Adviser, or any 

entity controlling, controlled by, or 

under common control with the Adviser 

acts as investment adviser or principal 

underwriter, and which provides 

periodic liquidity with respect to its 

shares pursuant to rule 13e–4 under the 

1934 Act (collectively with the Fund, 

the ‘‘Funds’’).2

6. Applicants represent that any assetbased Distribution and Service fees will 

comply with the provisions of rule 

2830(d) of the Conduct Rules of the 

National Association of Securities 

Dealers, Inc. (‘‘NASD Conduct Rule 

2830’’).3 Applicants also represent that 

the Fund will disclose in its prospectus, 

the fees, expenses and other 

characteristics of each Class offered for 

sale by the prospectus, as is required for 

open-end, multiple class funds under 

Form N–1A. As if it were an open-end 

management investment company, the 

Fund will disclose fund expenses in 

shareholder reports, and disclose in its 

prospectus any arrangements that result 

in breakpoints in, or elimination of, 

sales loads.4 Applicants will also 

comply with any requirements that may 

be adopted by the Commission or 

FINRA regarding disclosure at the point 

of sale and in transaction confirmations 

about the costs and conflicts of interest 

arising out of the distribution of openend investment company shares, and 

regarding prospectus disclosure of sales 

loads and revenue sharing arrangements 

as if those requirements applied to the 


tkelley on DSK3SPTVN1PROD with NOTICES
8374 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 

5See Confirmation Requirements and Point of 

Sale Disclosure Requirements for Transactions in 

Certain Mutual Funds and Other Securities, and 

Other Confirmation Requirement Amendments, and 

Amendments to the Registration Form for Mutual 

Funds, Investment Company Act Release No. 26341 

(Jan. 29, 2004) (proposing release). 

Fund and any distributor of shares of 

the Fund.5

7. The Fund will allocate all expenses 

incurred by it among the various Classes 

based on net assets of the Fund 

attributable to each such Class, except 

that the NAV and expenses of each 

Class will reflect the expenses 

associated with the Distribution and 

Service Plan of that Class (if any), and 

any other incremental expenses of that 

Class (including transfer agency fees, if 

any). Expenses of the Fund allocated to 

a particular Class of the Fund’s shares 

will be borne on a pro rata basis by each 

outstanding share of that Class. 

Applicants state that the Fund will 

comply with the provisions of rule 18f– 

3 under the Act as if it were an openend investment company. 

8. In the event the Funds impose a 

CDSC, applicants will comply with the 

provisions of rule 6c–10 under the Act, 

as if that rule applied to closed-end 

management investment companies. 

With respect to any waiver of, 

scheduled variation in, or elimination of 

the CDSC, the Fund will comply with 

the requirements of rule 22d–1 under 

the Act as if the Fund were an open-end 

investment company. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(c) of the Act provides, 

in relevant part, that a closed-end 

investment company may not issue or 

sell any senior security if, immediately 

thereafter, the company has outstanding 

more than one class of senior security. 

Applicants state that the creation of 

multiple Classes of the Fund may be 

prohibited by section 18(c). 

2. Section 18(i) of the Act provides 

that each share of stock issued by a 

registered management investment 

company will be a voting stock and 

have equal voting rights with every 

other outstanding voting stock. 

Applicants state that permitting 

multiple Classes of the Fund may 

violate section 18(i) of the Act because 

each Class would be entitled to 

exclusive voting rights with respect to 

matters solely related to that Class. 

3. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction or any 

class or classes of persons, securities or 

transactions from any provision of the 

Act, or from any rule under the Act, if 

and to the extent such exemption is 

necessary or appropriate in the public 

interest and consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants 

request an exemption under section 6(c) 

from sections 18(c) and 18(i) to permit 

the Fund to issue multiple Classes. 

4. Applicants submit that the 

proposed allocation of expenses and 

voting rights among multiple classes is 

equitable and will not discriminate 

against any group or class of 

shareholders. Applicants submit that 

the proposed system would permit the 

Fund to facilitate the distribution of 

Classes through diverse distribution 

channels and would provide investors 

with a broader choice of shareholder 

options. Applicants assert that the 

proposed closed-end investment 

company multiple class structure does 

not raise the concerns underlying 

section 18 of the Act to any greater 

degree than open-end investment 

companies’ multiple class structures 

that are permitted by rule 18f–3 under 

the Act. Applicants state the Fund will 

comply with the provisions of rule 18f– 

3 as if it were an open-end investment 

company. 

CDSCs 

5. Applicants believe that the 

requested relief meets the standards of 

section 6(c) of the Act. Rule 6c–10 

under the Act permits open-end 

investment companies to impose 

CDSCs, subject to certain conditions. 

Applicants state that the Fund does not 

anticipate imposing CDSCs and would 

only do so in compliance with rule 6c– 

10 under the Act as if that rule were 

applied to closed-end investment 

companies. The Fund also will make all 

required disclosures in accordance with 

the requirements of Form N–1A 

concerning CDSCs. Applicants further 

state that, in the event the Fund imposes 

CDSCs, the Fund will apply the CDSCs 

(and any waivers or scheduled 

variations of the CDSCs) uniformly to all 

shareholders in a given class and 

consistently with the requirements of 

rule 22d–1 under the Act. 

Asset-Based Service and/or Distribution 

Fees 

6. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in which such 

registered company is a joint or a joint 

and several participant unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

7. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to permit the 

Fund to impose Distribution Fees and/ 

or Service Fees. Applicants have agreed 

to comply with rules 12b–1 and 17d–3 

as if those rules applied to closed-end 

investment companies. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Applicants will comply with the 

provisions of rules 6c–10, 12b–1, 17d– 

3, 18f–3 and 22d–1 under the Act, as 

amended from time to time or replaced, 

as if those rules applied to closed-end 

management investment companies, 

and will comply with the NASD 

Conduct Rule 2830, as amended from 

time to time, as if that rule applied to 

all closed-end management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03099 Filed 2–13–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release Nos. 33–9724; 34–74260; File No. 

265–27] 

SEC Advisory Committee on Small and 

Emerging Companies 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of meeting. 

SUMMARY: The Securities and Exchange 

Commission Advisory Committee on 

Small and Emerging Companies is 

providing notice that it will hold a 

public meeting on Wednesday, March 4, 

2015, in Multi-Purpose Room LL–006 at 

the Commission’s headquarters, 100 F 

Street NE., Washington, DC. The 

meeting will begin at 9:30 a.m. (EST) 


tkelley on DSK3SPTVN1PROD with NOTICES