Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 44787 

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. 

investment company. On July 13, 2007, 

applicant transferred its assets to 

Delaware Tax-Free USA Fund, a series 

of Delaware Group Tax Free Fund, 

based on net asset value. Expenses of 

approximately $77,088 incurred in 

connection with the reorganization were 

paid by applicant, the acquiring fund, 

and applicant’s investment adviser, 

Delaware Management Company. 

Filing Date: The application was filed 

on July 16, 2008. 

Applicant’s Address: 2005 Market St., 

Philadelphia, PA 19103–7094. 

C Funds Group, Inc. [File No. 811–

4246] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On April 28, 

2008, applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Applicant incurred 

no expenses in connection with the 

liquidation. Applicant’s custodian holds 

$55.39 in cash for the one remaining 

shareholder that applicant has been 

unable to locate. The custodian will 

hold the unclaimed assets for the period 

specified by Florida law, after which 

time any unclaimed assets will escheat 

to the state of Florida. 

Filing Date: The application was filed 

on July 17, 2008. 

Applicant’s Address: 201 Center Rd., 

Suite Two, Venice, FL 34285. 

SEI Insurance Products Trust [File No. 

811–9183] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On August 29, 

2003, applicant made a liquidating 

distribution to its shareholders based on 

net asset value. Applicant incurred no 

expenses in connection with the 

liquidation. On April 11, 2008, in 

connection with the request for 

deregistration, Applicant filed its final 

Form 24F–2 Annual Notice of Securities 

Sold. 

Filing Dates: The application was 

filed on March 18, 2004, and an 

amended application was filed on April 

11, 2007. 

Applicant’s Address: SEI Investments 

Global Fund Services, 1 Freedom Valley 

Drive, Oaks, PA 19456. 

Genworth Life of New York VL 

Separate Account 1 [File No. 811–9861] 

Summary: Applicant, a unit 

investment trust, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

requests deregistration based on 

abandonment of registration. At the time 

of filing, sales of policies had been 

discontinued and there were less than 

25 policy owners. Applicant will 

continue to operate as an unregistered 

separate account in reliance on section 

3(c)(1) of the Investment Company Act 

of 1940. 

Filing Dates: The application was 

filed on March 28, 2008, and amended 

on July 18, 2008 and July 23, 2008. 

Applicant’s Address: 6610 West 

Broad Street, Richmond, Virginia, 

23230. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–17504 Filed 7–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28341; 812–13152] 

Cohen & Steers Advantage Income 

Realty Fund, Inc., et al.; Notice of 

Application 

July 24, 2008. 

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: Cohen & Steers Advantage 

Income Realty Fund, Inc., Cohen & 

Steers Closed-End Opportunity Fund, 

Inc., Cohen & Steers Dividend Majors 

Fund, Inc., Cohen & Steers Global 

Income Builder, Inc., Cohen & Steers 

Premium Income Realty Fund, Inc., 

Cohen & Steers Quality Income Realty 

Fund, Inc., Cohen & Steers REIT and 

Preferred Income Fund, Inc., Cohen & 

Steers REIT and Utility Income Fund, 

Inc., Cohen & Steers Select Utility Fund, 

Inc., Cohen & Steers Total Return Realty 

Fund, Inc. and Cohen & Steers 

Worldwide Realty Income Fund, Inc. 

(together, the ‘‘Funds’’) and Cohen & 

Steers Capital Management, Inc. (the 

‘‘Adviser’’). 

FILING DATES: January 3, 2005, April 5, 

2007 and July 21, 2008. 

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 August 18, 2008, 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, 280 Park Avenue, New York, 

NY 10017, Attention: Francis C. Poli, 

Esq. 

FOR FURTHER INFORMATION CONTACT: 

Wendy Friedlander, Senior Counsel, at 

(202) 551–6837, or James M. Curtis, 

Branch Chief, at (202) 551–6825 

(Division of Investment Management, 

Office of Chief Counsel). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE., Washington, DC 

20549–1520 (telephone (202) 551–5850). 

Applicants’ Representations 

1. The Funds are registered closedend investment companies.1 The 

common stock issued by each Fund is 

listed on the New York Stock Exchange. 

Some of the Funds have issued 

preferred stock; such preferred stock is 

not listed on any exchange. Applicants 

believe that the stockholders of each 

Fund are generally conservative, 

dividend-sensitive investors who desire 

current income periodically and may 

favor a fixed distribution policy. 

2. The Adviser is registered under the 

Investment Advisers Act of 1940 and is 


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44788 Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 

2Applicants 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 directors of such future fund and 

will be made at a future time. 

responsible for the overall management 

of each Fund. The Adviser is a whollyowned subsidiary of Cohen & Steers, 

Inc., a publicly traded company whose 

common stock is listed on the New York 

Stock Exchange under the symbol 

‘‘CNS.’’

3. Applicants represent that in 

connection with a meeting on March 7, 

2007, the Boards of Directors (the 

‘‘Boards’’) of each Fund, including a 

majority of the members of each of the 

Boards who are not ‘‘interested persons’’

of each Fund as defined in section 

2(a)(19) of the Act (the ‘‘Independent 

Directors’’), reviewed information 

regarding, among other things, the 

purpose and terms of a proposed 

distribution policy and the relationship 

between a Fund’s distribution rate on its 

common stock under the policy and 

such Fund’s total return on net asset 

value (‘‘NAV’’) per share. Applicants 

state that the Independent Directors of 

each Fund also considered what 

conflicts of interest the Adviser and the 

affiliated persons of the Adviser and 

each Fund might have with respect to 

the adoption or implementation of such 

policy. Applicants further state that 

after considering such information the 

Board, including the Independent 

Directors, of each Fund approved a 

distribution policy with respect to its 

common stock (the ‘‘Plan’’) and 

determined that such Plan is in the best 

interests of such Fund and its common 

stockholders. 

4. Applicants state that the purpose of 

each Plan is to make fixed periodic 

distributions to provide steady cash 

flow to Fund common stockholders. 

Applicants represent that each Fund 

would distribute to its respective 

common stockholders periodic, level 

distributions as frequently as monthly, 

based on a fixed amount per share, a 

fixed percentage of market price or a 

fixed percentage of the Fund’s NAV 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 each 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 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 year. 

5. Applicants state that prior to 

relying on the requested order each 

Fund’s Board, including a majority of its 

Independent Directors, will adopt 

policies and procedures under rule 

38a–1 under the Act that (a) 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 IV. below (‘‘Notices’’) include 

the disclosure required by rule 19a–1 

and by condition II.A below, and that all 

other written communications by the 

Fund or its agents described in 

condition III.A below about the 

distributions under the Plan include the 

disclosure required by condition III.A 

below and (b) require each Fund to keep 

records that demonstrate its compliance 

with all of the conditions of the 

requested order and that are necessary 

for such Fund to form the basis for, or 

demonstrate the calculation of, the 

amounts disclosed in its Notices.2

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 one additional capital gain 

dividend made in whole or in part to 

avoid the excise tax under section 4982 

of the Code, 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. 

2. Section 6(c) provides 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 the common 

stock of closed-end funds that invest 

primarily in equity securities often trade 

in the market at a discount to their 

NAV. Applicants believe that this 

discount may be reduced if the Funds 

are permitted to pay relatively frequent 

distributions on their common stock at 

a consistent rate, whether or not those 

distributions include an element of 

long-term capital gains. 

4. Applicants state that the one of the 

concerns underlying section 19(b) and 

rule 19b–1 is that stockholders might be 

unable to distinguish between frequent 

distributions of capital gains and 

distributions from investment income. 

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 annual reports to stockholders 

and on its IRS Form 1099–DIV, which 

is sent to each common and preferred 

stockholder who received distributions 

during the year. 

5. Applicants further state that each of 

the Funds will make the additional 

disclosures required by the conditions 

set forth below and will adopt 

compliance policies and procedures in 

accordance with rule 38a–1 prior to 

relying on the requested order to ensure 

that all required Notices and disclosures 

are sent to stockholders. Applicants 

argue that rule 19a–1, the Plans and the 

compliance policies will ensure that 

each Fund’s stockholders would be 

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. 

Accordingly, applicants assert that 

continuing to subject the Funds to 

section 19(b) and rule 19b–1 would 

afford stockholders no extra protection. 

6. Applicants assert that the 

application of rule 19b–1 to a Plan 

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 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 


jlentini on PROD1PC65 with NOTICES
Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 44789 

3Return of capital as used in the application 

means return of capital for financial accounting 

purposes and not for tax accounting purposes. 

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 no purpose 

is served by the distortion in the normal 

operation of a periodic distribution plan 

required in order to comply with rule 

19b–1, and that the order requested by 

the applicants would minimize the 

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. 

7. 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 this 

concern should not apply to closed-end 

investment companies, such as the 

Funds, which do not continuously 

distribute shares. According to 

applicants, if the underlying concern 

extends to secondary market purchases 

of stock 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 end 

of the year distributions. 

8. In addition, applicants assert that 

rule 19b–1 may force the fixed regular 

periodic distributions under a Plan to be 

funded with returns of capital 3 (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 believe that the 

application of rule 19b–1 to a fund’s 

periodic distribution plan may create 

pressure to limit the realization of longterm capital gains based on 

considerations unrelated to investment 

goals. 

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, dividend rate, 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 

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

each Fund’s common stock 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 

stock and as often as specified by or 

determined in accordance with the 

terms thereof in respect of its preferred 

stock. 

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 Stockholders: 

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 declaration 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 declaration 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 declaration 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 declaration date. 

Such disclosure shall be made in a 

type size at least as large and as 


jlentini on PROD1PC65 with NOTICES
44790 Federal Register / Vol. 73, No. 148 / Thursday, July 31, 2008 / Notices 

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’ ’’; 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 [accounting and] 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 

stockholders under rule 30e–1 and in 

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 Stockholders, 

Prospective Stockholders 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 stockholder, 

prospective common stockholder 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 a 

statement on its (or its adviser’s) Web 

site 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. 

IV. 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 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 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 Stock Trades 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 Directors: 

(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 shares; 

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 net asset 

value to holders of the Fund’s common 

stock; 

B. An offering in connection with a 

dividend reinvestment plan, merger, 


jlentini on PROD1PC65 with NOTICES
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4 If the Fund has been in operation fewer than two 

years, 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. 

1 5 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

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 average annual 

distribution rate for the six months 

ending on the last day of the month 

ended immediately prior to the most 

recent distribution declaration date 4, 

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 5; 

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, 

Acting Secretary. 

[FR Doc. E8–17539 Filed 7–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 

the Securities and Exchange 

Commission will hold a Roundtable on 

International Financial Reporting 

Standards on Monday, August 4, 2008 

beginning at 1 p.m. 

The Roundtable will take place in the 

Auditorium of the Commission’s 

headquarters at 100 F Street, NE., 

Washington DC. The Roundtable will be 

open to the public with seating on a 

first-come, first-served basis. Doors will 

open at 12:30 p.m. Visitors will be 

subject to security checks. 

The roundtable will consist of an 

open discussion on International 

Financial Reporting Standards (IFRS) 

and an update on IFRS developments, 

including the experience with use of 

IFRS during the recent period of market 

turmoil. The roundtable will be 

organized as two panels, each consisting 

of investors, issuers, auditors and other 

parties with experience in IFRS 

reporting. 

For further information, please 

contact the Office of the Secretary at 

(202) 551–5400. 

Dated: July 28, 2008. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E8–17600 Filed 7–30–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58226; File No. SR–FINRA–

2008–037] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Relating to Amendments 

to NASD Rule 11890 (Clearly 

Erroneous Transactions) 

July 25, 2008. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on July 8, 

2008, Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) (f/k/a 

National Association of Securities 

Dealers, Inc. (‘‘NASD’’)) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by FINRA. FINRA designated the 

proposed rule change as ‘‘noncontroversial’’ under Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b-4(f)(6) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

FINRA is proposing to amend NASD 

Rule 11890 (Clearly Erroneous 

Transactions) to: (1) Extend the time 

limit that FINRA has to take action on 

a transaction under the rule; and (2) 

clarify the circumstances under which 

FINRA initiates a review of a 

transaction. The text of the proposed 

rule change is available at FINRA, the 

Commission’s Public Reference Room, 

and http://www.finra.org. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

FINRA included statements concerning 

the purpose of, and basis for, the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. FINRA has prepared 

summaries, set forth in Sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

NASD Rule 11890 provides that, in 

the event of a disruption or malfunction 

in the use or operation of any quotation, 

communication, or trade reporting 

system owned or operated by FINRA, or 

under extraordinary market conditions, 

officers of FINRA can review an overthe-counter (‘‘OTC’’) transaction arising 

out of or reported through any such 

quotation, communication, or trade 

reporting system, and may declare the 

transaction null and void or modify the 

terms if any such officer determines that 

the transaction is clearly erroneous or 

such action is necessary for the 

maintenance of a fair and orderly 

market or the protection of investors 

and the public interest. Rule 11890 

requires a FINRA officer acting pursuant 

to the rule to cancel or adjust an 

erroneous transaction to do so ‘‘within 

thirty (30) minutes of detection of the 

transaction,’’ except in the case of 

extraordinary circumstances, in which 

case the FINRA officer has until 3 p.m., 

Eastern Time (ET), on the next trading 

day after the date of the transaction at 

issue. 


jlentini on PROD1PC65 with NOTICES