[Federal Register Volume 59, Number 25 (Monday, February 7, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-2645]
[[Page Unknown]]
[Federal Register: February 7, 1994]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20042; 812-8510]
Smith Barney Shearson Appreciation Fund Inc. et al.; Notice of
Application
January 28, 1994.
agency: Securities and Exchange Commission (``SEC'' or ``Commission'').
action: Notice of Application for Exemption under the Investment
Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
applicants: Smith Barney Shearson Appreciation Fund Inc., Smith Barney
Shearson Fundamental Value Fund Inc., Smith Barney Shearson Aggressive
Growth Fund Inc., Smith Barney Shearson Telecommunications Trust
(Telecommunications Growth Fund), Smith Barney Shearson Global
Opportunities Fund, Smith Barney Shearson Precious Metals and Minerals
Fund Inc., Smith Barney Shearson Managed Governments Fund Inc., Smith
Barney Shearson Managed Municipals Fund Inc., Smith Barney Shearson
Short-Term World Income Fund, the Advisors Fund L.P., Smith Barney
Shearson Arizona Municipals Fund Inc., Smith Barney Shearson California
Municipals Fund Inc., Smith Barney Shearson Florida Municipals Fund,
Smith Barney Shearson Massachusetts Municipals Fund, Smith Barney
Shearson New Jersey Municipals Fund Inc., Smith Barney Shearson New
York Municipals Fund Inc., Smith Barney Shearson Worldwide Prime Assets
Fund, Smith Barney Shearson Income Trust, Smith Barney Shearson
Adjustable Rate Government Income Fund, Smith Barney Shearson
Investment Funds Inc., Smith Barney Shearson Income Funds, Smith Barney
Shearson Equity Funds, Smith Barney Shearson Daily Dividend Inc. Smith
Barney Shearson Government and Agencies Inc., Smith Barney Shearson
Daily Tax-Free Dividend Inc., Smith Barney Shearson New York Municipal
Money Market Fund, Smith Barney Shearson California Municipal Money
Market Fund (collectively, the ``Shearson Funds''); Smith Barney
Shearson Equity Funds, Inc., Smith Barney Shearson Funds, Inc., Smith
Barney Shearson Money Funds, Inc., Smith Barney Shearson Muni Funds,
Smith Barney Shearson Tax Free Money Fund, Inc., Smith Barney Shearson
World Funds, Inc. (collectively, the ``Smith Barney Funds''); Lehman
Brothers Institutional Funds Group Trust, Lehman Brothers Funds Inc.
(collectively, the ``Lehman Funds,'' the Shearson Funds, Smith Barney
Funds, and Lehman Funds are collectively the ``Funds''); Lehman
Brothers Inc. (``Lehman Brothers''), Lehman Brothers Global Asset
Management Limited, Panagora Asset Management Limited, The Boston
Company Advisors, Inc., Salomon Brothers Asset Management Inc., and
BlackRock Financial Management L.P. (collectively, the ``Advisers'');
and Lehman Brothers Global Asset Management Inc. (``LBGAMI''), Smith
Barney Shearson Inc. (``Smith Barney''), Smith Barney Shearson
Advisers, Inc. (``SBA''), Smith Barney Shearson Strategy Advisers, Inc.
(``Strategy Advisers''), and Mutual Management Corp. (``MMC'')
(collectively, the ``Smith Barney Advisers'').
relevant act sections: Exemption requested under section 6(c) from
sections 2(a)(32), 2(a)(35), 18(f), 18(g), 18(i), 22(c), and 22(d) of
the Act and rule 22c-1 thereunder.
SUMMARY OF APPLICATION: Applicants request an order to amend previous
orders (the ``Prior Orders'') that permitted the Shearson Funds to (a)
issue multiple classes of shares representing interests in the same
portfolio of securities and (b) assess and, under certain
circumstances, waive a contingent deferred sales charge (``CDSC'') on
redemptions of shares. The present order is necessary because of the
sale of the assets of Shearson to Primerica Corporation and Primerica's
subsidiary, Smith Barney.
FILING DATE: The application was filed on July 29, 1993 and amended on
December 9, 1993. Applicants have agreed to file an addition amendment,
the substance of which is incorporated herein, during the notice
period.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
applicants with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on February 22,
1994, 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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, DC 20549.
Applicants, the Shearson Funds, Two World Trade Center, New York, New
York 10048; the Smith Barney Funds and the Smith Barney Advisers
(except LBGAMI), 1345 Avenue of the Americas, New York, New York 10105;
the Lehman Funds and LBGAMI, American Express Tower, World Financial
Center, New York, New York 10285; Lehman Brothers, 3 World Financial
Center, New York, New York 10285; Lehman Brothers Global Asset
Management Limited, American Two Broadgate, London EC2M 2PA, England;
Pangora Asset Management Limited, 3 Finsbury Avenue, London EC2M 2PA,
England; Boston Company Advisers, One Boston Place, Boston,
Massachusetts 01208; Salomon Brothers Asset Management Inc., Seven
World Trade Center, New York, New York 10048; and BlackRock Financial
Management L.P., 345 Park Avenue, New York, New York 10154.
FOR FURTHER INFORMATION CONTACT:
Elaine M. Boggs, Staff Attorney, at (202) 272-3026, or Robert A.
Robertson, Branch Chief, at (202) 272-3030 (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 for a fee at the
SEC's Public Reference Branch.
Applicants' Representations
1. Each of the Funds is an open-end management investment company.
Several of the Funds consist of multiple investment portfolios or
series, each of which has separate investment objectives and policies.
2. On March 12, 1993, Shearson Lehman Brothers (``Shearson'')
entered into an asset purchase agreement with Primerica Corporation and
Primerica's indirect wholly-owned subsidiary Smith Barney. The
agreement provided for the sale to Smith Barney and its designated
affiliates of substantially all the assets of Shearson and the SLB
Asset Management Divisions of Shearson (the ``Transaction''). Upon the
closing of the Transaction on July 31, 1993, Smith Barney became the
sponsor and distributor or underwriter of the Shearson Funds, which
were formerly sponsored and distributed or underwritten by Shearson.
Shearson's corporate successor, Lehman Brothers, continues to serve as
the distributor of the Lehman Funds. (Smith Barney, Shearson, and
Lehman Brothers are referred to as the ``Distributors.'')
3. The investment advisory services that had formerly been provided
to the Shearson Funds by Shearson or its subsidiaries is now provided
by Smith Barney or one of its investment advisory affiliates. Prior to
the Transaction, Shearson served as investment adviser to the Shearson
Funds through Shearson Asset Management and Shearson Lehman Advisors,
which were investment advisory groups of the Asset Management Group of
Shearson. Shearson Lehman Investment Strategy Advisors Inc. was a
wholly-owned subsidiary of Shearson. Upon the closing of the
Transaction, Shearson Asset Management became a separate division of
SBA called the Smith Barney Shearson Asset Management Division, and
Shearson Lehman Investment Strategy Advisors Inc. became the Strategy
Advisers, a wholly-owned subsidiary of SBA. Also, upon the closing of
the Transaction, Shearson Lehman Advisors became a separate division of
MMC called the Greenwich Street Advisors Division. SBA and MMC are
subsidiaries of Smith Barney.
4. The Prior Orders permitted the Shearson Funds to issue multiple
classes of shares representing interests in the same portfolio of
securities and assess and, under certain circumstances, waive a CDSC on
redemptions of shares.\1\ At the request of Shearson and Smith Barney,
the Commission's Division of Investment Management informed Shearson
and Smith Barney that the Division would not recommend that the
Commission take any enforcement action against them if the Shearson
Funds operate under the terms of the Prior Orders until the earlier of
(a) the date the Prior Orders are renewed by the Commission pursuant to
a renewal order specifying Smith Barney and its subsidiaries or
affiliates as applicants or (b) June 8, 1994.\2\ Accordingly,
applicants request an order that would continue and renew the exemption
granted to the Shearson Funds and grant the same exemptions to the
other applicants.
---------------------------------------------------------------------------
\1\Investment Company Act Release Nos. 18565 (Feb. 24, 1992)
(notice) and 18832 (July 7, 1992) (order); Investment Company Act
Release Nos. 18770 (June 11, 1992) (notice) and 18832 (July 7, 1992)
(order); and Investment Company Act Release Nos. 19176 (Dec. 22,
1992) (notice) and 19216 (Jan. 19, 1993) (order).
\2\Shearson Lehman Brothers Inc. (Pub. avail. June 8, 1993).
---------------------------------------------------------------------------
5. Applicants request that relief be extended to any other
investment company, or portfolio thereof, that is principally
underwritten by Smith Barney or Lehman Brothers that (a) is or becomes
part of the same ``group of investment companies,'' and (b) offers
shares that are identical in all material respects to the shares
described in the application. (Such funds are also the ``Funds.'')
A. The Variable Pricing System
1. Pursuant to the Prior Orders, applicants (other than the Smith
Barney Fund, Smith Barney, Smith Barney Advisers, and LBGAMI)
implemented multiple distribution arrangements (the ``Variable Pricing
System'') and amended arrangements (the ``Amended Variable Pricing
System''). Under the Amended Variable Pricing System, each of the
Shearson Funds could (a) Sell shares with a front-end sales load and a
plan of distribution adopted pursuant to rule 12b-1 under the Act
(``Rule 12b-1 Plan'') (``Class A shares''), (b) sell shares subject to
a CDSC and a Rule 12b-1 Plan (``Class B shares''), (c) sell shares
without either a sales charge or a distribution or service fee for
purchase by investors specified below (``Class C shares''), (d) sell
shares without a front-end load or CDSC but subject to a Rule 12b-1
Plan (``Class D shares''), and (e) establish one or more additional
classes to be sold with different specified sales load and service and
distribution fee structures (``Additional Classes''). In addition, the
Prior Orders permitted the various classes to bear specified expenses
(``Class Expenses'') that are directly attributable only to a specific
class.
2. Class C shares may be purchased by (a) Employee benefit and
retirement plans of a Fund's distributor and its subsidiaries or
affiliates, (b) certain unit investment trusts (``UITs'') sponsored by
a Fund's distributor and its subsidiaries and affiliates,\3\ and (c) if
authorized by a Fund's board (i) employees of a Fund's distributor and
its subsidiaries and affiliates and (ii) directors, general partners,
or trustees of any investment company for which the distributor, its
subsidiaries and/or affiliates serve as distributor and, in each (i)
and (ii), their spouses and minor children.
---------------------------------------------------------------------------
\3\This category is restricted to UITs that could be created
only upon receipt of a second order of exemption pursuant to section
6(c) of the Act. The UITs would invest their assets in fixed pools
of securities, which would include both Class C shares of a Fund or
portfolio and other securities such as zero-coupon government
securities.
---------------------------------------------------------------------------
3. Applicants may offer an Additional Class subject to a non-rule
12b-1 administrative support services plan between a Fund or the Fund's
distributor and an organization in which the organization agrees to
provide services to their clients who may beneficially own shares of
the Fund (such agreements are ``Plan Agreements''). The provision of
services under the Plan Agreements would augment or replace (and not be
duplicative of) the services provided by a Fund's investment adviser,
transfer agent, and administrator.
4. Under the Amended Variable Pricing System, all expenses incurred
by a Shearson Fund are allocated among the various classes of shares
based on the net assets of the Shearson Fund attributable to each
class, except that each class' net asset value and expenses reflect the
expenses associated with that class's Rule 12b-1 Plan or Plan Agreement
(if any), including any costs associated with obtaining shareholder
approval of the Rule 12b-1 Plan and any Class Expenses. Expenses of a
Shearson Fund allocated to a particular class are borne on a pro rata
basis by each outstanding share of that class. Applicants request an
exemption to permit the Funds to allocate expenses among the classes
subject to the terms and conditions of the order permitting the Amended
Variable Pricing System.
B. The CDSC
1. The Prior Orders permit the imposition of a CDSC in connection
with the redemption of Class B shares of the Shearson Funds and on
certain redemptions of Class A shares sold pursuant to a complete
waiver of the front-end sales load applicable to large purchases, if
the shares are redeemed within one year of the date of purchase.
Applicants request a renewal and continuation of the Prior Orders to
permit the Funds to impose a CDSC.
Applicants' Legal Analysis
1. Applicants request an exemption under section 6(c) of the Act
from sections 18(f)(1), 18(g), and 18(i) of the Act to permit the Funds
to issue multiple classes of shares representing interests in the same
portfolio of securities. The proposed arrangement does not involve
borrowings, and does not affect the Funds' existing assets or reserves.
The proposed arrangement will not increase the speculative character of
the shares of a Fund, since all such shares will participate in all of
the Fund's appreciation, income, and expenses in the manner described
above.
2. Applicants also request an exemption under section 6(c) from
sections 2(a)(32), 2(a)(35), 22(c), and 22(d) of the Act and rule 22c-1
thereunder to assess and, under certain circumstances, waive a CDSC on
redemptions of shares. Applicants submit that the reasons set forth in
the Prior Orders with respect to the CDSC similarly apply with the
present request.
Applicants' Conditions
A. The Variable Pricing System
1. Each class of shares will represent interests in the same
portfolio of investments of a Fund and be identical in all respects,
except as set forth below. The only differences among various classes
of shares of the same Fund will relate solely to: (a) The designation
of each class of shares of a Fund; (b) expenses assessed to a class as
a result of a Rule 12b-1 Plan or non-rule 12b-1 plan agreement
providing for a service and/or distribution fee and any other costs
relating to obtaining shareholder approval of the Rule 12b-1 Plan for
that class or an amendment to its Rule 12b-1 Plan; (c) different Class
Expenses for each class of shares which are limited to: (i) Transfer
agency fees as identified by the transfer agent as being attributable
to a specific class; (ii) printing and postage expenses related to
preparing and distributing materials such as shareholder reports,
prospectuses, and proxies to current shareholders; (iii) Blue Sky
registration fees incurred by a class of shares; (iv) Commission
registration fees incurred by a class of shares; (v) the expenses of
administrative personnel and services as required to support the
shareholders of a specific class; (vi) litigation or other legal
expenses relating solely to one class of shares; and (vii) fees of
members of the governing boards incurred as a result of issues relating
to one class of shares; (d) except as described in condition 6 below,
voting rights on matters exclusively affecting one class of shares
(e.g., the adoption, amendment, or termination of a Rule 12b-1 Plan) in
accordance with the procedures set forth in rule 12b-1; (e) the
different exchange privileges of the various classes of shares; and (f)
the fact that certain classes will have a conversion feature. Any
additional incremental expenses not specifically identified above that
are subsequently identified and determined to be properly allocated to
one class of shares shall not be so allocated until approved by the
Commission.
2. Any Plan Agreement will be adopted and operated in accordance
with the procedures set forth in rule 12b-1 (b) through (f) as if the
expenditures made thereunder were subject to rule 12b-1, except that
the holders of shares issued pursuant to a Plan Agreement will not
receive the voting rights specified in rule 12b-1.
3. The members of the governing boards of each Fund, including a
majority of the independent board members, shall have approved the
Amended Variable Pricing System prior to the implementation of the
Amended Variable Pricing System by that particular Fund. The minutes of
the meetings of the members of the governing boards of each of the
Funds regarding the deliberations of their members with respect to the
approvals necessary to implement the Amended Variable Pricing System
will reflect in detail the reasons for determining that the Amended
Variable Pricing System is in the best interests of both the Funds and
their respective shareholders.
4. The initial determination of the Class Expenses, if any, that
will be allocated to a particular class of a Fund and any subsequent
changes thereto will be reviewed and approved by a vote of the
governing board of the affected Fund, including a majority of the
independent board members. Any person authorized to direct the
allocation and disposition of monies paid or payable by a Fund to meet
Class Expenses shall provide to the governing board, and the governing
board shall review, at least quarterly, a written report of the amounts
so expended and the purpose for which the expenditures were made.
5. On an ongoing basis, the members of the governing boards of the
Funds, pursuant to their fiduciary responsibilities under the Act and
otherwise, will monitor each Fund for the existence of any material
conflicts among the interests of the various classes of shares. The
members of the governing boards of each Fund, including a majority of
the independent board members, shall take such action as is reasonably
necessary to eliminate any conflicts that may develop. The Advisers,
Smith Barney Advisers, LBGAMI, and the Distributors will be responsible
for reporting any potential or existing conflicts to the members of the
governing boards. If a conflict arises, the Advisers, Smith Barney
Advisers, LBGAMI, and the Distributors at its own costs will remedy the
conflict up to and including establishing a new registered management
investment company.
6. If a Fund implements any amendment to its Rule 12b-1 Plan (or,
if presented to shareholders, adopts or implements any amendment of a
non-rule 12b-1 shareholder services plan) that would increase
materially the amount that may be borne by the class of shares
(``Target Class'') into which the class of shares with a conversion
feature (``Purchase Class'') will convert under the plan, existing
Purchase Class shares will stop converting into Target Class shares
unless the Purchase Class shareholders, voting separately as a class,
approve the proposal. The members of the governing board shall take
such action as is necessary to ensure that existing Purchase Class
shares are exchanged or converted into a new class of shares (``New
Target Class''), identical in all material respects to Target Class
shares as they existed prior to implementation of the proposal, no
later than the date such shares previously were scheduled to convert
into Target Class shares. If deemed advisable by the members of the
governing board to implement the foregoing, such action may include the
exchange of all existing Purchase Class shares for a new class (``New
Purchase Class''), identical to existing Purchase Class shares in all
material respects except that New Purchase Class will convert into New
Target Class shares. New Target Class or New Purchase Class shares may
be formed without further exemptive relief. Exchanges or conversions
described in this condition shall be effected in a manner that the
members of the governing board reasonably believe will not be subject
to federal taxation. In accordance with condition 5 above, any
additional cost associated with the creation, exchange, or conversion
of New Target Class or New Purchase Class shares shall be borne solely
by the Advisers and Smith Barney Advisors and the Distributors.
Purchase Class shares sold after the implementation of the proposal may
convert into Target Class shares subject to the higher maximum payment,
provided that the material features of the Target Class plan and the
relationship of such plan to the Purchase Class shares are disclosed in
an effective registration statement.
7. The members of the governing boards of the Funds will receive
quarterly and annual statements of distribution and shareholder
servicing revenues and expenditures for each respective class of shares
(``Statements'') complying with paragraph (b)(3)(ii) of rule 12b-1, as
it may be amended from time to time. In the Statements, only
expenditures properly attributable to the sale or servicing of one
class of shares will be used to support the rule 12b-1 or servicing fee
charged to shareholders of that class of shares. Expenditures not
related to the sale or servicing of a specific class of shares will not
be presented to the members of the governing boards to support any fee
charged to shareholders of that class of shares. The Statements,
including the allocations upon which they are based, will be subject to
the review and approval of the independent board members in the
exercise of their fiduciary duties.
8. Dividends paid by a Fund with respect to each class of its
shares, to the extent any dividends are paid, will be calculated in the
same manner, at the same time, and on the same day and will be in the
same amount, except that fee payments made under the Rule 12b-1 Plans
or non-rule 12b-1 shareholder services plans relating to a particular
class will be borne exclusively by each respective class and except
that any Class Expenses will be borne by the applicable class of
shares.
9. The methodology and procedures for calculating the net asset
value and dividends/distributions of the various classes and the proper
allocation of expenses among the various classes has been reviewed by
an expert (the ``Independent Examiner''). The Independent Examiner has
rendered a report to applicants, which has been provided to the staff
of the Commission, stating that the methodology and procedures are
adequate to ensure that the calculations and allocations will be made
in an appropriate manner. On an ongoing basis, the Independent
Examiner, or an appropriate substitute Independent Examiner, will
monitor the manner in which the calculations and allocations are being
made and, based upon this review, will render at least annually a
report to the Funds that the calculations and allocations are being
made properly. The reports of the Independent Examiner shall be filed
as part of the periodic reports filed with the Commission pursuant to
sections 30(a) and 30(b)(1) of the Act. The work papers of the
Independent Examiner with respect to these reports, following a request
by the Funds that the Funds agree to make, will be available for
inspection by the Commission's staff upon the written request for these
work papers by a senior member of the Division of Investment Management
or of a Regional Office of the Commission, limited to the Director, an
Associate Director, the Chief Accountant, the Chief Financial Analyst,
an Assistant Director, and any Regional Administrators or Associate and
Assistant Administrators. The initial report of the Independent
Examiner is a ``special purpose'' report on the ``design of a system,''
and the ongoing reports will be ``reports on policies and procedures
placed in operation and tests of operating effectiveness'' as defined
and described in SAS No. 70 of the AICPA, as it may be amended from
time to time, or in similar auditing standards as may be adopted by the
AICPA from time to time.
10. Applicants have adequate facilities in place to ensure
implementation of the methodology and procedures for calculating the
net asset value and dividends/distributions among the several classes
of shares and the proper allocation of expenses among the several
classes of shares and this representation will be concurred with by the
Independent Examiner in the initial report referred to in condition (9)
above and will be concurred with by the Independent Examiner, or an
appropriate substitute Independent Examiner, on an ongoing basis at
least annually in the ongoing reports referred to in condition (9)
above. Applicants agree to take immediate corrective measures if the
Independent Examiner or appropriate substitute Independent Examiner,
does not so concur in the ongoing reports.
11. The prospectuses of the Funds will include a statement to the
effect that a financial consultant and any other person entitled to
receive compensation for selling or servicing shares of the Funds may
receive different levels of compensation for selling one particular
class of shares over another in a Fund.
12. The Distributors will adopt compliance standards as to when
shares of a particular class may appropriately be sold to particular
investors. Applicants will require all persons selling shares of the
Funds to agree to conform to these standards. Applicants' compliance
standards will require all investors eligible to purchase Class C
shares of a Fund offering such shares to invest in Class C, rather than
in shares of any other class of the Fund.
13. The conditions pursuant to which the exemptive order is granted
and the duties and responsibilities of the members of the governing
boards of the Funds with respect to the Amended Variable Pricing System
will be set forth in guidelines which will be furnished to the members
of the governing boards as part of the materials setting forth the
duties and responsibilities of the members of the governing boards.
14. Each Fund will disclose the respective expenses, performance
data, distribution arrangements, services, fees, sales loads, deferred
sales loads, and exchange privileges applicable to each class of shares
other than Class C shares in every prospectus, regardless of whether
all classes of shares are offered through each prospectus. Class C
shares will be offered solely pursuant to a separate prospectus. The
prospectus for Class C shares will disclose the existence of the Fund's
other classes, and the prospectus for the Fund's other classes will
disclose the existence of Class C shares and will identify the persons
eligible to purchase shares of such class. Each Fund will disclose the
respective expense and performance data applicable to all classes of
shares in each shareholder report. The shareholder reports will
contain, in the statement of assets and liabilities and statement of
operations, information related to the Fund as a whole generally and
not on a per class basis. Each Fund's per share data, however, will be
prepared on a per class basis with respect to all classes of shares of
such Fund. To the extent any advertisement or sales literature
describes the expenses or performance data applicable to any class of
shares, it will also disclose the respective expenses and/or
performance data applicable to all classes of shares, except Class C.
Advertising materials reflecting the expenses or performance data for
Class C will be available only to those persons eligible to purchase
Class C shares. The information provided by applicants for publication
in any newspaper or similar listing of the Funds' net asset values and
public offering prices will present each class of shares, except Class
C shares, separately.
15. Applicants acknowledge that the grant of the exemptive order
requested by the application will not imply Commission approval,
authorization, or acquiescence in any particular level of payments that
the Funds may make pursuant to Rule 12b-1 Plans or non-rule 12b-1
shareholder services plans in reliance on the exemptive order.
16. Purchase Class shares will convert to Target Class shares on
the basis of the relative net asset value of the two classes without
the imposition of any sales load, fee, or other charge. After
conversion, the converted shares will be subject to an asset-based
sales charge and/or service fee (as those terms are defined in Article
III, Section 26 of the NASD's Rules of Fair Practice), if any, that in
the aggregate are lower than the asset-based sales charge and service
fee to which they were subject prior to conversion.
B. The CDSC
1. Applicants will comply with the provisions of proposed rule 6c-
10 under the Act, Investment Company Act Release No. 16619 (Nov. 2,
1988), as the rule is currently proposed and as it may be reproposed,
adopted or amended.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-2645 Filed 2-4-94; 8:45 am]
BILLING CODE 8010-01-M