Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 22769 

will do so only if such Fund’s Board, 

including a majority of the directors 

who are not ‘‘interested persons’’ (as 

defined in section 2(a)(19) of the Act) 

(‘‘Independent Directors’’), shall have 

determined that such borrowing is in 

the best interests of such Fund, its 

common shareholders, and its APS 

Shares shareholders. Each Fund shall 

make and preserve for a period of not 

less than six years from the date of such 

determination, the first two years in an 

easily accessible place, minutes 

specifically describing the deliberations 

by the Board and the information and 

documents supporting those 

deliberations, the factors considered by 

the Board in connection with such 

determination, and the basis of such 

determination. 

2. Upon expiration of the Exemption 

Period, each Fund will have asset 

coverage of at least 300% for each class 

of senior security representing 

indebtedness. 

3. The Board of any Fund that has 

borrowed in reliance on the order shall 

receive and review, no less frequently 

than quarterly during the Exemption 

Period, detailed progress reports 

prepared by management (or other 

parties selected by the Independent 

Directors) regarding and assessing the 

efforts that the Fund has undertaken, 

and the progress that the Fund has 

made, towards achieving compliance 

with the appropriate asset coverage 

requirements under section 18 by the 

expiration of the Exemption Period. The 

Board, including a majority of the 

Independent Directors, will make such 

adjustments as it deems necessary or 

appropriate to ensure that the applicant 

comes into compliance with section 18 

of the Act within a reasonable period of 

time, not to exceed the expiration of the 

Exemption Period. Each Fund will make 

and preserve minutes describing these 

reports and the Board’s review, 

including copies of such reports and all 

other information provided to or relied 

upon by the Board, for a period of not 

less than six years, the first two years in 

an easily accessible place. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11234 Filed 5–13–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28721; File No. 812–13594] 

Cohen & Steers Advantage Income 

Realty Fund, et al.; Notice of 

Application 

May 8, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

18(a)(1)(A) and (B) of the Act. 

Applicants: Cohen & Steers 

Advantage Income Realty Fund, Inc., 

Cohen & Steers Global Income Builder, 

Inc., Cohen & Steers Premium Income 

Realty Fund, 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. and Cohen & 

Steers Worldwide Realty Income Fund, 

Inc. (each, a ‘‘Fund’’ and collectively, 

‘‘Funds’’). 

SUMMARY: Summary of Application: 

Applicants request an order (‘‘Order’’) 

granting an exemption from sections 

18(a)(1)(A) and (B) of the Act for a 

period from the date of the Order until 

October 31, 2010. The Order would 

permit each Fund to issue or incur debt 

subject to asset coverage of 200% that 

would be used to refinance the Fund’s 

auction preferred shares (‘‘APS Shares’’) 

issued prior to February 1, 2008 that are 

outstanding at the time such post-Order 

debt is issued or incurred. The Order 

also would permit each Fund to declare 

dividends or any other distributions on, 

or purchase, capital stock during the 

term of the Order, provided that any 

such debt has asset coverage of at least 

200% after deducting the amount of 

such transaction. 

DATES: Filing Dates: The application was 

filed on October 27, 2008, and amended 

on March 26, 2009 and May 7, 2009. 

Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is reflected in 

this notice. 

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 29, 2009, 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: c/o Francis C. Poli, Esq., 

Cohen & Steers Capital Management, 

280 Park Avenue, New York, NY 10017. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811, or Julia Kim Gilmer, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

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 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 of the Funds is organized as 

a Maryland corporation and is a nondiversified, closed-end management 

investment company registered under 

the Act. Each Fund is advised by Cohen 

& Steers Capital Management, Inc. and 

has issued and outstanding a class of 

common shares and a class of one or 

more series of APS Shares. 

2. Applicants state that the Funds 

issued their outstanding APS Shares for 

purposes of investment leverage to 

augment the amount of investment 

capital available for use in the pursuit 

of their investment objectives. 

Applicants state that, through the use of 

leverage, the Funds seek to enhance the 

investment return available to the 

holders of their common shares by 

earning a rate of return from securities 

that are purchased from the proceeds of 

APS Share offerings that exceeds the 

dividend rate that the applicants pay to 

holders of the APS Shares. Applicants 

represent that APS shareholders are 

entitled to receive a stated liquidation 

preference amount of $25,000 per share 

(plus any accumulated but unpaid 

dividends) in any liquidation, 

dissolution, or winding up of the 

relevant Fund before any distribution or 

payment to holders of the Fund’s 

common shares. Applicants also state 

that dividends declared and payable on 

APS Shares have a similar priority over 

dividends declared and payable on the 


pwalker on PROD1PC71 with NOTICES
22770 Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 

1Applicants state that the requested relief would 

be beneficial to the Funds’ common shareholders 

because in each case in which a Fund will redeem 

APS Shares, the cost of replacement leverage, over 

time, is expected to be lower than or equal to the 

total cost of APS Shares if they remained 

outstanding. 

2Section 18(h) of the Act defines asset coverage 

of a class of senior security representing 

indebtedness of an issuer as the ratio which the 

value of the total assets of the issuer, less all 

liabilities and indebtedness not represented by 

senior securities, bears to the aggregate amount of 

senior securities representing indebtedness of the 

issuer. The section defines asset coverage of a class 

of senior security of an issuer as the ratio which the 

value of the total assets of the issuer, less all 

liabilities and indebtedness not represented by 

senior securities, bears to the aggregate amount of 

senior securities representing indebtedness of the 

issuer plus the amount the class of senior security 

would be entitled to on involuntary liquidation. 

3An exception is made for the declaration of a 

dividend on a class of preferred stock if the senior 

security representing indebtedness has an asset 

coverage of at least 200% at the time of declaration 

after deduction of the amount of such dividend. See 

section 18(a)(1)(B) of the Act. Further, section 18(g) 

of the Act provides, among other things, that 

‘‘senior security,’’ for purposes of section 

18(a)(1)(B), does not include any promissory note 

or other evidence of indebtedness issued in 

consideration of any loan, extension or renewal 

thereof, made by a bank or other person and 

privately arranged, and not intended to be publicly 

distributed. 

Funds’ common shares. In addition, 

applicants state that APS Shares are 

‘‘perpetual’’ securities and are not 

subject to mandatory redemption by a 

Fund so long as the Fund meets certain 

asset coverage tests. Further, applicants 

state that APS Shares are redeemable at 

each Fund’s option. 

3. Applicants state that prior to 

February 2008, dividend rates on the 

APS Shares for each dividend period 

were set at the market clearing rate 

determined through an auction process 

that brought together bidders, who 

sought to buy APS Shares, and holders 

of APS Shares, who sought to sell their 

APS Shares. Applicants explain that if 

an auction fails to clear (because of an 

imbalance of sell orders over bids), the 

dividend payment rate over the next 

dividend period was set at a specified 

maximum applicable rate (the 

‘‘Maximum Rate’’) determined by 

reference to a short-term market interest 

rate. Applicants state that an 

unsuccessful auction is not a default; 

the relevant Fund continues to pay 

dividends to all holders of APS Shares, 

but at the specified Maximum Rate 

rather than a market clearing rate. Prior 

to February 2008, the Maximum Rate 

had never been triggered due to failed 

auctions for any of the Funds. 

4. Applicants state that if investors 

did not purchase all of the APS Shares 

tendered for sale at an auction prior to 

the failure of the auction market, dealers 

would enter into the auction and 

purchase any excess shares to prevent 

the auction from failing. Applicants 

represent that APS Shares traded 

successfully in the auction market with, 

so far as the applicants are aware, very 

few exceptions for approximately 

twenty years. Applicants believe that 

investors invested short-term cash 

balances in APS Shares believing they 

were safe, short-term, liquid 

investments and, in many situations, the 

equivalent of cash. 

5. Applicants state that in February 

2008, the financial institutions that 

historically provided ‘‘back stop’’ 

liquidity for the APS Share auction 

markets stopped participating in APS 

Share auctions and the auctions began 

to fail. Applicants state that, beginning 

in February 2008, all of the Funds have 

experienced unsuccessful auctions due 

to an imbalance between buy and sell 

orders. Applicants believe that there is 

no established secondary market that 

would provide holders of APS Shares 

with the liquidation preference of 

$25,000 per share. Applicants state that 

three of the eight Funds to date have 

redeemed, or have publicly announced 

the redemption of, approximately 80%, 

83% and 52%, respectively, of their 

APS Shares with borrowings from a 

secured credit facility with the Funds’ 

custodian and/or with cash proceeds 

from the sale of portfolio securities. The 

other five Funds have redeemed, or 

publicly announced the redemption of 

approximately 85%, 83%, 78%, 71% 

and 56% of their APS Shares, 

respectively, with borrowings from a 

secured credit facility with a third party 

and with cash proceeds from the sale of 

portfolio securities. The Funds were, 

and are, prohibited from redeeming all 

of their APS Shares because they would 

not have the 300% asset coverage 

required by section 18(a)(1) of the Act 

after a full redemption of the APS 

Shares. Applicants state that there is 

currently no reliable mechanism for 

holders of APS Shares to obtain 

liquidity, and believe that, industrywide, the current lack of liquidity is 

causing distress for a substantial 

number of APS shareholders and 

creating severe hardship for many 

investors. 

6. Applicants seek relief for the period 

from the date of any Order until October 

31, 2010 (‘‘Exemption Period’’) to 

facilitate temporary borrowings by the 

Funds that would enhance their ability 

to provide a liquidity solution to the 

holders of their APS Shares in the near 

term while also seeking a more 

permanent form of replacement leverage 

that complies in full with the asset 

coverage requirements of Section 18 of 

the Act.1 Because of the limited 

availability of debt financing in the 

current, severely constrained capital 

markets, the applicants believe that the 

negotiation, execution and closing of 

borrowing transactions to replace all or 

a portion of the leverage currently 

represented by the Funds’ outstanding 

APS Shares, might take, at a minimum, 

several months following the issuance 

of the Order. Applicants further state 

that it is uncertain when, or if, the 

Funds will be able to issue a new type 

of preferred stock to replace borrowings, 

or how quickly the securities and 

capital markets will return to conditions 

that would enable the Funds to achieve 

compliance with the asset coverage 

requirements that would apply in the 

absence of the Order. Given the 

uncertainty and the current and 

continuing unsettled state of the 

securities and capital markets, the 

applicants believe that the Exemption 

Period is reasonable and appropriate. 

Any refinancing of APS Shares would 

be subject to the Funds’ negotiation of 

agreements with acceptable 

counterparties, any necessary approval 

of changes to each Fund’s fundamental 

investment policies and approval of 

such arrangements by the Fund’s board 

of directors (‘‘Board’’). 

Applicants’ Legal Analysis 

1. Section 18(a)(1)(A) of the Act 

provides that it is unlawful for any 

registered closed-end investment 

company to issue any class of senior 

security representing indebtedness, or to 

sell such security of which it is the 

issuer, unless the class of senior security 

will have an asset coverage of at least 

300% immediately after issuance or 

sale. Section 18(a)(2)(A) of the Act 

provides that it is unlawful for any 

registered closed-end investment 

company to issue any class of senior 

security that is a stock, or to sell any 

such security of which it is the issuer, 

unless the class of senior security will 

have an asset coverage of at least 200% 

immediately after such issuance or 

sale.2

2. Section 18(a)(1)(B) prohibits a 

closed-end fund from declaring a 

dividend or other distribution on, or 

purchasing, its own capital stock unless 

its outstanding indebtedness will have 

an asset coverage of at least 300% 

immediately after deducting the amount 

of such dividend, distribution or 

purchase price.3 Section 18(a)(2)(B) 

prohibits a closed-end fund from 

declaring a dividend or other 

distribution on, or purchasing, its own 

common stock unless its outstanding 

preferred stock will have an asset 

coverage of at least 200% immediately 


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Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 22771 

4For purposes of the Order, the Applicants’ 

refinancings of APS Shares also include any 

refinancings of post-Order debt entered into for the 

purpose of redeeming APS Shares outstanding at 

the time the Funds entered into such post-Order 

debt (and not any other debt). In connection with 

the reorganization of one or more Funds with 

another Fund, the Funds also would be permitted 

to refinance their post-Order debt to the extent 

necessary to permit the surviving Fund to assume 

or incur borrowings equal to the post-Order debt 

incurred by the acquired Fund(s). Applicants also 

request that the Order permit each Fund to 

refinance any APS Shares issued solely in 

connection with the reorganization of the Fund 

(and not for the purpose of incurring additional 

leverage) with another Fund after the issuance of 

the Order. 5See supra note 2. 

6Applicants acknowledge that managing any 

portfolio that relies on borrowing for leverage 

entails the risk that, when the borrowing matures 

and must be repaid or refinanced, an economically 

attractive form of replacement leverage may not be 

available in the capital markets. For that reason, any 

portfolio that relies on borrowing for leverage is 

subject to the risk that it may have to deleverage, 

which could be disadvantageous to the portfolio’s 

common shareholders. Applicants therefore state 

that they regard leveraging through borrowing as 

potentially a temporary, interim step, with the 

issuance of new preferred stock as a possible 

longer-term replacement source of portfolio 

leverage. 

after deducting the amount of such 

dividend, distribution or purchase 

price. 

3. Section 6(c) of the Act provides, in 

relevant part, that the Commission, by 

order upon application, may 

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 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. 

4. Applicants request that the 

Commission issue an Order under 

section 6(c) of the Act to exempt each 

Fund from the 300% asset coverage 

requirements set forth in sections 

18(a)(1)(A) and (B) of the Act. 

Specifically, the Funds seek relief from 

the section 18 asset coverage 

requirements for senior securities 

representing indebtedness for the 

Exemption Period to permit the Funds 

to refinance any APS Shares 4 issued 

prior to February 1, 2008 that are 

outstanding at the time of the Order 

with debt subject, on a temporary basis, 

to the 200% asset coverage requirement 

for stock, rather than the 300% asset 

coverage that would ordinarily apply 

under section 18 to senior securities 

representing indebtedness, (a) when 

they incur that debt, and (b) when they 

declare dividends or any other 

distributions on, or purchase, their 

capital stock, after deduction of the 

amount of such dividend, distribution 

or purchase price. Applicants state that, 

except as permitted under the requested 

Order, if issued, the Funds would meet 

all of the asset coverage requirements of 

section 18(a) of the Act. In addition, 

applicants state that within the 

Exemption Period each Fund that 

borrows in reliance on the Order will 

either pay down or refinance the debt so 

that the Fund would, then and 

thereafter, comply with the applicable 

asset coverage requirements (200% for 

equity or 300% for debt) under section 

18 of the Act. 

5. Applicants state that section 18 

reflects congressional concerns 

regarding preferential treatment for 

certain classes of shareholders, complex 

capital structures, and the use of 

excessive leverage. Applicants submit 

that another concern was that senior 

securities gave the misleading 

impression of safety from risk. 

Applicants believe that the request for 

temporary relief is necessary, 

appropriate and in the public interest 

and that such relief is consistent with 

the protection of investors and the 

purposes intended by the policy and 

provisions of the Act. 

6. Applicants note that the illiquidity 

of APS Shares is a unique, exigent 

situation that is posing urgent, and in 

some cases devastating, hardships on 

APS shareholders. Applicants represent 

that the proposed replacement of the 

APS Shares with debt would provide 

additional liquidity for the applicants’ 

APS shareholders while the applicants 

continue their efforts to obtain a more 

permanent form of financing that fully 

complies with the asset coverage 

requirements of section 18.5

7. Applicants represent that the Order 

would help avoid the potential harm to 

common shareholders that could result 

if the Funds were to deleverage their 

portfolios in the current difficult market 

environment or that could result if a 

reduction in investment return reduced 

the market price of common shares. 

Applicants also state that the requested 

Order would permit the Funds to 

continue to provide their common 

shareholders with the enhanced returns 

that leverage may provide. 

8. Applicants believe that the interests 

of both classes of the Funds’ current 

investors would be well served by the 

requested order—the APS shareholders 

because they may achieve the liquidity 

that the market currently cannot provide 

(as well as full recovery of the 

liquidation value of their shares), and 

the common shareholders because the 

cost of the new form of leverage would, 

over time, be lower than that of the total 

cost of the APS Shares based on their 

Maximum Rates and the adverse 

consequences of deleveraging would be 

avoided. 

9. Applicants represent that the 

proposed borrowing would be obtained 

from banks, insurance companies or 

qualified institutional buyers (as 

defined in Rule 144(a)(1) under the 

Securities Act of 1933) who would be 

capable of assessing the risk associated 

with the transaction. Applicants also 

state that, to the extent the Act’s asset 

coverage requirements were aimed at 

limiting leverage because of its potential 

to magnify losses as well as gains, they 

believe that the proposal would not 

unduly increase the speculative nature 

of the Funds’ common shares because 

the relief is temporary and the Funds 

would be no more highly leveraged if 

they replace the existing APS Shares 

with borrowing.6 Applicants also state 

that the proposed liquidity solution 

would not make the Funds’ capital 

structure more complex, opaque, or 

hard to understand or result in 

pyramiding or inequitable distribution 

of control. 

10. Applicants state that the current 

state of the credit markets, which has 

affected the APS Shares, is an historic 

event of unusual severity, which 

requires a creative and flexible response 

on the part of both the public and 

private sectors. Applicants believe that 

these issues have created an urgent need 

for limited, quick, thoughtful and 

responsive solutions. Applicants believe 

that the request meets the standards for 

exemption under section 6(c) of the Act. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief shall be 

subject to the following conditions: 

1. Each Fund that borrows subject to 

200% asset coverage under the order 

will do so only if such Fund’s Board, 

including a majority of the directors 

who are not ‘‘interested persons’’ (as 

defined in section 2(a)(19) of the Act) 

(‘‘Independent Directors’’), shall have 

determined that such borrowings are in 

the best interests of such Fund, its 

common shareholders, and the holders 

of its APS Shares. Each Fund shall make 

and preserve for a period of not less 

than six years from the date of such 

determination, the first two years in an 

easily accessible place, minutes 

specifically describing the deliberations 

by the Board and the information and 

documents supporting those 

deliberations, the factors considered by 

the Board in connection with such 

determination, and the basis of such 

determination. 


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22772 Federal Register / Vol. 74, No. 92 / Thursday, May 14, 2009 / Notices 

1The Index for the Initial Fund is Merrill Lynch 

1–3 Year U.S. Treasury IndexSM. 

2All entities that currently intend to rely on the 

order have been named as Applicants. Any other 

existing or future entity that subsequently relies on 

the order will comply with the terms and 

conditions of the application. An Acquiring Fund 

(as defined below) may rely on the order only to 

invest in Funds and not in any other registered 

investment company. 

2. Upon expiration of the Exemption 

Period, each Fund will have asset 

coverage of at least 300% for each class 

of senior security representing 

indebtedness. 

3. The Board of any Fund that has 

borrowed in reliance on the Order shall 

receive and review, no less frequently 

than quarterly during the Exemption 

Period, detailed progress reports 

prepared by management (or other 

parties selected by the Independent 

Directors) regarding and assessing the 

efforts that the Fund has undertaken, 

and the progress that the Fund has 

made, towards achieving compliance 

with the appropriate asset coverage 

requirements under section 18 of the 

Act by the expiration of the Exemption 

Period. The Board, including a majority 

of the Independent Directors, will make 

such adjustments as it deems necessary 

or appropriate to ensure that the Fund 

comes into compliance with section 18 

of the Act within a reasonable period of 

time, not to exceed the expiration of the 

Exemption Period. Each Fund will make 

and preserve minutes describing these 

reports and the Board’s review, 

including copies of such reports and all 

other information provided to or relied 

upon by the Board, for a period of not 

less than six years from the date of such 

determination, the first two years in an 

easily accessible place. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–11233 Filed 5–13–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28723; File No. 812–13555] 

Pacific Investment Management 

Company LLC and PIMCO ETF Trust; 

Notice of Application 

May 11, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d), and 22(e) of the 

Act and rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. 

SUMMARY: Summary of Application: 

Applicants request an order that would 

permit (a) series of certain open-end 

management investment companies 

whose portfolios will consist of the 

component securities of certain 

domestic, global or international fixed 

income securities indexes to issue 

shares (‘‘Shares’’) redeemable in large 

aggregations only (‘‘Creation Unit 

Aggregations’’); (b) secondary market 

transactions in Shares to occur at 

negotiated market prices; (c) certain 

series to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Unit Aggregations; and (e) certain 

registered management investment 

companies and unit investment trusts 

outside of the same group of investment 

companies as the series to acquire 

Shares. 

Applicants: Pacific Investment 

Management LLC (the ‘‘Adviser’’) and 

PIMCO ETF Trust (the ‘‘Trust’’). 

DATES: Filing Dates: The application was 

filed on July 29, 2008 and amended on 

April 29, 2009. Applicants have agreed 

to file an amendment during the notice 

period, the substance of which is 

reflected in this notice. 

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 29, 2009 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, 840 Newport Center Drive, 

Newport Beach, California 92600. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel at (202) 

551–6873, or Marilyn Mann, Branch 

Chief, at (202) 551–6820 (Division of 

Investment Management, Office of 

Investment Company Regulation). 

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 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 Trust is registered as an openend management investment company 

and is organized as a Delaware statutory 

trust that will offer an unlimited 

number of series. The Trust will 

initially offer one series (‘‘Initial Fund’’) 

whose performance will correspond 

generally to the total return of a 

specified fixed income securities index 

(‘‘Underlying Index’’).1

2. Applicants request that the order 

apply to the Initial Fund and any 

additional series of the Trust and any 

other open-end management investment 

companies or series thereof, that may be 

created in the future and that track a 

specified fixed income securities 

Underlying Index (‘‘Future Funds’’).2

Any Future Fund will be (a) advised by 

the Adviser or an entity controlling, 

controlled by, or under common control 

with the Adviser, and (b) comply with 

the terms and conditions of the 

application. Future Funds may be based 

on Underlying Indexes comprised of 

domestic fixed income securities 

(‘‘Domestic Funds’’) or Underlying 

Indexes comprised on global or 

international fixed income securities 

(‘‘Global Funds’’). The Initial Fund and 

Future Funds, together, are the 

‘‘Funds.’’ 

3. The Adviser is registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’) and will 

be the investment adviser to the Funds. 

The Adviser may enter into subadvisory agreements with one or more 

investment advisers each of which will 

serve as a sub-adviser to a Fund (each, 

a ‘‘Subadviser’’). Each Subadviser will 

be registered under the Advisers Act. 

Allianz Global Investors Distributors 

LLC (‘‘Distributor’’) is a broker-dealer 

registered under the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’) and will act as the principal 


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