Federal Register / Vol. 80, No. 73 / Thursday, April 16, 2015 / Notices 20539 

those considered in the suspended 

second sentence of Rule 1001(a). OCC 

believes that using the peak five-day 

rolling average of Clearing Fund draws 

observed over a three-month period will 

result in a monthly resizing of the 

Clearing Fund that will better reflect the 

risks posed by sudden increases in 

exposure experienced by Clearing 

Members. OCC also believes that the 

proposed prudential margin of safety 

will provide an additional buffer to 

protect against exposures not reflected 

in the three-month look-back period. 

The Financial Resource Monitoring and 

Call Procedure would enable OCC to 

minimize losses in the event of a default 

of a Clearing Member or Clearing 

Member Group presenting the largest 

exposure to OCC, by allowing it the 

flexibility to obtain additional Financial 

Resources either through an intra-day 

margin call or an intra-month increase 

in the size of the Clearing Fund, which 

would ensure that the clearance and 

settlement of transactions in options 

and other contracts occurs without 

interruption. Accordingly, OCC believes 

that the proposed changes would reduce 

risks to OCC and its participants. 

Moreover, and for the same reasons, the 

proposed change will facilitate OCC’s 

ability to manage risk. 

III. Date of Effectiveness of the Advance 

Notice and Timing for Commission 

Action 

The advance notice may be 

implemented if the Commission does 

not object to the advance notice within 

60 days of the later of (i) the date that 

the advance notice was filed with the 

Commission or (ii) the date that any 

additional information requested by the 

Commission is received. OCC shall not 

implement the advance notice if the 

Commission has any objection to the 

advance notice. 

The Commission may extend the 

period for review by an additional 60 

days if the advance notice raises novel 

or complex issues, subject to the 

Commission providing OCC with 

prompt written notice of the extension. 

An advance notice may be implemented 

in less than 60 days from the date the 

advance notice is filed, or the date 

further information requested by the 

Commission is received, if the 

Commission notifies OCC in writing 

that it does not object to the advance 

notice and authorizes OCC to 

implement the advance notice on an 

earlier date, subject to any conditions 

imposed by the Commission. 

The clearing agency shall post notice 

on its Web site of proposed changes that 

are implemented. 

The proposal shall not take effect 

until all regulatory actions required 

with respect to the proposal are 

completed. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

OCC–2014–811 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–OCC–2014–811. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the advance notice that 

are filed with the Commission, and all 

written communications relating to the 

advance notice between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of OCC and on OCC’s Web site at 

http://www.theocc.com/components/

docs/legal/rules_and_bylaws/sr_occ_14_

811.pdf. All comments received will be 

posted without change; the Commission 

does not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–OCC–2014–811 and should 

be submitted on or before May 7, 2015. 

By the Commission. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08712 Filed 4–15–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31549; File No. 812–14357] 

Dreyfus TMT Opportunities Fund, Inc., 

et al.; Notice of Application 

April 7, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an 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. 

APPLICANTS: Dreyfus TMT Opportunities 

Fund, Inc. (‘‘TMT Fund’’) and The 

Dreyfus Corporation (‘‘Dreyfus’’ and, 

together with TMT Fund, the 

‘‘Applicants’’). 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered 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 in any one taxable 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. 

DATES: Filing Dates: The application was 

filed on September 5, 2014 and 

amended on February 18, 2015. 

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 May 4, 2015, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to Rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: The Commission: Brent J. 

Fields, Secretary, U.S. Securities and 


tkelley on DSK3SPTVN1PROD with NOTICES
20540 Federal Register / Vol. 80, No. 73 / Thursday, April 16, 2015 / Notices 

1The existing registered closed-end investment 

company that currently intends to rely on the order 

has been named as an applicant. Applicants request 

that the order also apply to each other registered 

closed-end investment company advised or to be 

advised in the future by Dreyfus or by an entity 

controlling, controlled by, or under common 

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

Act) with Dreyfus (including any successor in 

interest) (each such entity, including Dreyfus, the 

‘‘Adviser’’) that in the future seeks to rely on the 

order (such investment companies, together with 

TMT Fund, are collectively the ‘‘Funds’’ and, 

individually, a ‘‘Fund’’). Any Fund that may rely 

on the order in the future (each, a ‘‘Future Fund’’) 

will comply with the terms and conditions of the 

application. 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. 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Jeff S. Prusnofsky, Esq., The 

Dreyfus Corporation, 200 Park Avenue, 

New York, NY 10166; and David 

Stephens, Esq., Stroock & Stroock & 

Lavan LLP, 180 Maiden Lane, New 

York, NY 10038. 

FOR FURTHER INFORMATION CONTACT: Anil 

K. Abraham, Senior Special Counsel, at 

(202) 551–2614, or Daniele Marchesani, 

Branch Chief, at (202) 551–6821 

(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. TMT Fund is a corporation newly 

organized under the laws of Maryland 

and is a non-diversified, closed-end 

management investment company 

registered with the Commission under 

the Act.1 TMT Fund’s investment 

objective is to seek total return 

consisting of current income, current 

gains, and long-term capital 

appreciation. TMT Fund intends to 

apply for listing of its shares of common 

stock on the New York Stock Exchange 

(‘‘NYSE’’), a national securities 

exchange (as defined in Section 2(a)(26) 

of the Act). The Funds may incur 

leverage through the issuance of 

preferred stock and debt securities, by 

entering into a credit agreement, or 

otherwise as permitted by applicable 

law. Applicants believe that investors in 

closed-end funds may prefer an 

investment vehicle that provides regular 

current income through fixed 

distribution policies that would be 

available through a Distribution Policy 

(as defined below). 

2. Dreyfus, a corporation organized 

under the laws of the State of New York, 

is a wholly owned subsidiary of the 

Bank of New York Mellon, a global 

financial services company. Dreyfus is 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (the ‘‘Advisers Act’’) and will 

serve as investment adviser to TMT 

Fund. Each Adviser to a Fund will be 

registered as an investment adviser 

under the Advisers Act. The portfolio of 

a Fund may be managed by one or more 

investment sub-advisers or investment 

managers (each, a ‘‘Future SubAdviser’’). Any Future Sub-Adviser will 

be registered under the Advisers Act or 

not subject to registration. 

3. Applicants state that prior to a 

Fund’s implementing a Distribution 

Policy in reliance on the order, the 

board of directors or trustees of each 

Fund (the ‘‘Board’’), including a 

majority of the directors or trustees who 

are not ‘‘interested persons’’ of the 

Fund, as defined in section 2(a)(19) of 

the Act (the ‘‘Independent Board 

Members’’), will request, and the 

Adviser will provide, such information 

as is reasonably necessary to make an 

informed determination of whether the 

Board should adopt a proposed 

Distribution Policy. In particular, the 

Board and the Independent Board 

Members will review information 

regarding the purpose and terms of the 

Distribution Policy; the likely effects of 

the Distribution Policy on the Fund’s 

long-term total return (in relation to 

market price and its net asset value per 

share of common stock (‘‘NAV’’)); the 

expected relationship between the 

Fund’s distribution rate on its shares of 

common stock under the Distribution 

Policy and the Fund’s total return (in 

relation to NAV); whether the rate of 

distribution would exceed such Fund’s 

expected total return in relation to its 

NAV; and any foreseeable material 

effects of the Distribution Policy on the 

Fund’s long-term total return (in 

relation to market price and NAV). The 

Independent Board Members 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 the Distribution 

Policy. Applicants state that, only after 

considering such information will the 

Board, including the Independent Board 

Members, of each Fund approve a 

Distribution Policy and in connection 

with such approval will determine that 

the Distribution Policy is consistent 

with the Fund’s investment objectives 

and in the best interests of the holders 

of the Fund’s common stock. 

4. Applicants state that the purpose of 

a Distribution Policy, generally, would 

be to permit a Fund to distribute 

periodically, over the course of each 

year, an amount closely approximating 

the total taxable income of such Fund 

during the year through distributions in 

relatively equal amounts (plus any 

required special distributions) that are 

composed of payments received from 

portfolio companies, supplemental 

amounts generally representing realized 

capital gains, or, possibly, returns of 

capital that may represent unrealized 

capital gains. Under the Distribution 

Policy of a Fund, such Fund would 

distribute periodically (as frequently as 

twelve times in any taxable year) to its 

respective common stockholders a fixed 

percentage of the market price of such 

Fund’s common stock at a particular 

point in time or a fixed percentage of 

NAV at a particular time or a fixed 

amount per share of common stock, any 

of which may be adjusted from time to 

time. It is anticipated that under a 

Distribution Policy, the minimum 

annual distribution rate with respect to 

such Fund’s common stock 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. Except for 

extraordinary distributions and 

potential increases or decreases in the 

final dividend periods in light of a 

Fund’s performance for the entire 

calendar year and to enable the Fund to 

comply with the distribution 

requirements of Subchapter M of the 

Internal Revenue Code (‘‘Code’’) for the 

calendar year, each distribution on the 

Fund’s common stock would be at the 

stated rate then in effect. The Board will 

periodically review the amount of 

potential distributions in light of the 

investment experience of the Fund, and 

may modify or terminate a Distribution 

Policy at any time. 

5. Applicants state that prior to the 

implementation of a Distribution Policy 

for any Fund in reliance on the order, 

the Board of such Fund will have 

adopted policies and procedures under 

rule 38a–1 under the Act that: (i) Are 

reasonably designed to ensure that all 

notices required to be sent to the Fund’s 

stockholders pursuant to section 19(a) of 

the Act, rule 19a–1 thereunder and 

condition 4 below (each a ‘‘19(a) 

Notice’’) include the disclosure required 

by rule 19a–1 under the Act and by 

condition 2(a) below, and that all other 

written communications by the Fund or 

its agents regarding distributions under 

the Distribution Policy include the 

disclosure required by condition 3(a) 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 73 / Thursday, April 16, 2015 / Notices 20541 

2Returns of capital as used in the application 

means return of capital for financial accounting 

purposes and not for tax accounting purposes. 

below; and (ii) require the Fund to keep 

records that demonstrate its compliance 

with all of the conditions of the order 

and that are necessary for such Fund to 

form the basis for, or demonstrate the 

calculation of, the amounts disclosed in 

its 19(a) Notices. 

Applicants’ Legal Analysis 

1. Section 19(b) of the Act generally 

makes it unlawful for any registered 

investment company to make long-term 

capital gains distributions more than 

once every twelve months. 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 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) of the Act provides, in 

relevant part, that the Commission may 

exempt any person or transaction from 

any provision of the Act to the extent 

that 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. 

3. Applicants state that one of the 

concerns leading to the enactment of 

section 19(b) and adoption of rule 19b– 

1 was that stockholders might be unable 

to distinguish between frequent 

distributions of capital gains and 

dividends from investment income. 

Applicants state, however, that rule 

19a–1 effectively addresses this concern 

by requiring that distributions (or the 

confirmation of the reinvestment 

thereof) estimated to be sourced in part 

from capital gains or capital be 

accompanied by a separate statement 

showing the sources of the distribution 

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

gains and/or return of capital). 

Applicants state that the same 

information will be included in the 

Funds’ annual reports to stockholders 

and on the Internal Revenue Service 

Form 1099 DIV, which will be sent to 

each common and preferred stockholder 

who received distributions during a 

particular year. 

4. Applicants further state that each 

Fund will make the additional 

disclosures required by the conditions 

set forth below, and each Fund will 

adopt compliance policies and 

procedures in accordance with rule 

38a–1 under the Act to ensure that all 

required 19(a) Notices and disclosures 

are sent to stockholders. Applicants 

state that the information required by 

section 19(a), rule 19a–1, the 

Distribution Policy, the policies and 

procedures under rule 38a–1 noted 

above, and the conditions listed below 

will help ensure that each Fund’s 

stockholders are provided sufficient 

information to understand that their 

periodic distributions are not tied to a 

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. Accordingly, applicants assert 

that continuing to subject the Funds to 

section 19(b) and rule 19b–1 would 

afford stockholders 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 submit that the 

‘‘selling the dividend’’ concern should 

not apply to closed-end investment 

companies, such as the Funds, that 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 periodic distribution plan 

actually helps minimize the concern by 

avoiding, through periodic 

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

6. Applicants also note that the 

common stock of closed-end funds often 

trades in the marketplace at a discount 

to such funds’ NAV. Applicants believe 

that this discount may be reduced if the 

Funds are permitted to pay relatively 

frequent dividends on their common 

stock at a consistent rate, whether or not 

those dividends contain an element of 

long-term capital gains. 

7. Applicants assert that the 

application of rule 19b–1 to a 

Distribution Policy actually could have 

an inappropriate influence on portfolio 

management decisions. Applicants state 

that, in the absence of an exemption 

from rule 19b–1, the adoption of a 

periodic distribution 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 assert that by limiting the 

number of long-term capital gain 

dividends that a Fund may make with 

respect to any one year, rule 19b–1 may 

prevent the normal and efficient 

operation of a periodic distribution plan 

whenever that Fund’s realized net longterm capital gains in any year exceed 

the total of the periodic distributions 

that may include such capital gains 

under the rule. 

8. Applicants also assert that rule 

19b–1 may force fixed regular periodic 

distributions under a periodic 

distribution plan to be funded with 

returns of capital 2 (to the extent net 

investment income and realized shortterm capital gains are insufficient to 

fund the distribution), even though 

realized net long-term capital gains 

otherwise would 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 periodic 

distribution plan, or to retain and pay 

taxes on the excess amount. Applicants 

assert that the requested order would 

minimize these anomalous 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 seeks to qualify as a 

regulated investment company under 

the Code and 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 


tkelley on DSK3SPTVN1PROD with NOTICES
20542 Federal Register / Vol. 80, No. 73 / Thursday, April 16, 2015 / Notices 

3The disclosure in condition 2(a)(ii)(2) will be 

included only if the current distribution or the 

fiscal year-to-date cumulative distributions are 

estimated to include a return of capital. 

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 either 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 longterm 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 

specified periodic dividend at a fixed 

rate or the rate determined by the 

market, and, like a debt security, is 

priced based upon its liquidation 

preference, dividend rate, credit quality, 

and frequency of payment. Applicants 

state that investors buy preferred stock 

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) of the Act granting an 

exemption from the provisions of 

section 19(b) of the Act and rule 19b– 

1 thereunder to permit each Fund to 

distribute periodic capital gain 

dividends (as defined in section 

852(b)(3)(C) of the Code) as frequently 

as twelve times in any one taxable year 

in respect of its common stock and as 

often as specified by, or determined in 

accordance with the terms of, any 

preferred stock issued by the Fund. 

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: 

1. Compliance Review and Reporting 

The Fund’s chief compliance officer 

will: (a) Report to the Fund’s Board, no 

less frequently than once every three 

months or at the next regularly 

scheduled quarterly Board meeting, 

whether (i) the Fund and its Adviser 

have complied with the conditions of 

the order, and (ii) a material compliance 

matter (as defined in rule 38a–1(e)(2) 

under the Act) has occurred with 

respect to such conditions; and (b) 

review the adequacy of the policies and 

procedures adopted by the Board no less 

frequently than annually. 

2. Disclosures to Fund Stockholders 

(a) Each 19(a) Notice disseminated to 

the holders of the Fund’s common 

stock, in addition to the information 

required by section 19(a) and rule 19a– 

1: 

(i) Will provide, in a tabular or 

graphical format: 

(1) The amount of the distribution, on 

a per share of common stock basis, 

together with the amounts of such 

distribution amount, on a per share of 

common stock 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; 

(2) the fiscal year-to-date cumulative 

amount of distributions, on a per share 

of common stock basis, together with 

the amounts of such cumulative 

amount, on a per share of common stock 

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; 

(3) 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 ended immediately 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 

(4) 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 

(ii) Will include the following 

disclosure: 

(1) ‘‘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 Distribution 

Policy’’; 

(2) ‘‘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’ ’’ 3; 

and 

(3) ‘‘The amounts and sources of 

distributions reported in this 19(a) 

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 19(a) 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 stockholders under rule 30e– 

1 under the Act, the Fund will: 

(i) Describe the terms of the 

Distribution Policy (including the fixed 

amount or fixed percentage of the 

distributions and the frequency of the 

distributions); 

(ii) include the disclosure required by 

condition 2(a)(ii)(1) above; 

(iii) state, if applicable, that the 

Distribution Policy provides that the 

Board may amend or terminate the 

Distribution Policy at any time without 

prior notice to Fund stockholders; and 

(iv) describe any reasonably 

foreseeable circumstances that might 

cause the Fund to terminate the 

Distribution Policy and any reasonably 

foreseeable consequences of such 

termination. 

(c) Each report provided to 

stockholders under rule 30e–1 under the 

Act 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. 


tkelley on DSK3SPTVN1PROD with NOTICES
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4 If the Fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the Fund’s first public 

offering. 

5 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

3. Disclosure to Stockholders, 

Prospective Stockholders and Third 

Parties 

(a) The Fund will include the 

information contained in the relevant 

19(a) Notice, including the disclosure 

required by condition 2(a)(ii) above, in 

any written communication (other than 

a communication on Form 1099) about 

the Distribution Policy or distributions 

under the Distribution Policy by the 

Fund, or agents that the Fund has 

authorized to make such 

communication on the Fund’s behalf, to 

any Fund stockholder, prospective 

stockholder or third-party information 

provider; 

(b) The Fund will issue, 

contemporaneously with the issuance of 

any 19(a) Notice, a press release 

containing the information in the 19(a) 

Notice and will file with the 

Commission the information contained 

in such 19(a) Notice, including the 

disclosure required by condition 2(a)(ii) 

above, as an exhibit to its next filed 

Form N–CSR; and 

(c) The Fund will post prominently a 

statement on its (or the Adviser’s) Web 

site containing the information in each 

19(a) Notice, including the disclosure 

required by condition 2(a)(ii) above, and 

will maintain such information on such 

Web site for at least 24 months. 

4. Delivery of 19(a) 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 19(a) 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 

copies of the 19(a) 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 

19(a) 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 

19(a) Notice, will pay the financial 

intermediary, or its agent, the 

reasonable expenses of sending the 19(a) 

Notice to such beneficial owners. 

5. Additional Board Determinations for 

Funds Whose Common Stock Trades at 

a Premium 

If: 

(a) The Fund’s common stock has 

traded on the stock exchange that they 

primarily trade 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 shares of 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: 

(i) 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 Board 

Members: 

(1) Will request and evaluate, and the 

Fund’s Adviser will furnish, such 

information as may be reasonably 

necessary to make an informed 

determination of whether the 

Distribution Policy should be continued 

or continued after amendment; 

(2) will determine whether 

continuation, or continuation after 

amendment, of the Distribution Policy is 

consistent with the Fund’s investment 

objective(s) and policies and is in the 

best interests of the Fund and its 

stockholders, after considering the 

information in condition 5(b)(i)(1) 

above; including, without limitation: 

(A) Whether the Distribution Policy is 

accomplishing its purpose(s); 

(B) the reasonably foreseeable 

material effects of the Distribution 

Policy on the Fund’s long-term total 

return in relation to the market price 

and NAV of the Fund’s common stock; 

and 

(C) the Fund’s current distribution 

rate, as described in condition 5(b) 

above, compared with the Fund’s 

average annual taxable income or total 

return over the 2-year period, as 

described in condition 5(b), or such 

longer period as the Board deems 

appropriate; and 

(3) based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Distribution Policy; 

and 

(ii) The Board will record the 

information considered by it, including 

its consideration of the factors listed in 

condition 5(b)(i)(2) above, and the basis 

for its approval or disapproval of the 

continuation, or continuation after 

amendment, of the Distribution Policy 

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. 

6. 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 6(a) and 6(b) 

above, provided that, with respect to 

such other offering: 

(i) 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 record date,4 expressed as a 

percentage of NAV 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; 5 and 

(ii) 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 shares 

of common stock as frequently as twelve 

times each year, and as frequently as 

distributions are specified by or 

determined in accordance with the 

terms of any outstanding shares of 

preferred stock as such Fund may issue. 

7. Amendments to Rule 19b–1 

The requested order 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. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08819 Filed 4–15–15; 8:45 am] 

BILLING CODE 8011–01–P 


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