[Federal Register Volume 59, Number 35 (Tuesday, February 22, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-3876]
[[Page Unknown]]
[Federal Register: February 22, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20075; 812-8442]
PFAMCo Funds, et al.
February 15, 1994.
AGENCY: Securities and Exchange Commission (the ``SEC'').
ACTION: Notice of Application for Exemption Under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANTS: PFAMCo Funds, Pacific Financial Asset Management
Corporation (``PFAMCo''), Pacific Equities Network (the
``Distributor'').
RELEVANT ACT SECTIONS: Order requested under section 6(c) for a
conditional exemption from sections 2(a)(32), 2(a)(35), 18(f)(1),
18(g), 18(i), 22(c), and 22(d), and rule 22c-1.
SUMMARY OF APPLICATION: Applicants seek an order that would permit
certain open-end management investment companies to issue multiple
classes of shares representing interests in the same portfolio of
securities, and assess a contingent deferred sales charge (a ``CDSC'')
on certain redemptions of shares, and waive the CDSC under certain
circumstances.
FILING DATE: The application was filed on June 14, 1993, and amended on
October 21, 1993, and December 22, 1993. By letters dated February 14,
1994, and February 15, 1994, applicants have agreed to make certain
technical changes to the application, and to file an amendment prior to
the issuance of any order granting the requested relief. This notice
reflects the changes to be made to the application by such further
amendment.
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 March 14, 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 who wish to be
notified of a hearing may request a notification by writing to the
SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549.
Applicants, 700 Newport Center Drive, Newport Beach, California 92660.
FOR FURTHER INFORMATION CONTACT:
James J. Dwyer, Staff Attorney, at (202) 504-2920, or Robert A.
Robertson, Branch Chief, at (202) 272-3030 (Office of Investment
Company Regulation, Division of Investment Management).
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. PFAMCo Funds is a Massachusetts business trust that is a
registered open-end management investment company. PFAMCo Funds
currently consists of fourteen portfolios. Shares of PFAMCo Funds
generally are distributed through the Distributor, a registered broker-
dealer and an indirect subsidiary of Pacific Mutual Life Insurance
Company.
2. PFAMCo is a registered investment adviser and also an indirect
subsidiary of Pacific Mutual Life Insurance Company. PFAMCo serves as
investment adviser under an investment advisory agreement, and as
administrator under an administration agreement, to the portfolios of
PFAMCo Funds. Under the administration agreement, PFAMCo has overall
responsibility, subject to the supervision of PFAMCo Funds' board of
trustees, for providing or procuring, at PFAMCo's expense, the
administrative and other services necessary for the operation of PFAMCo
Funds and its portfolios. These services include custodial,
administrative, transfer agency, portfolio accounting, dividend
disbursing, auditing, and ordinary legal services. PFAMCo also acts as
a liaison among the various service providers. PFAMCo Funds differs
from most mutual funds in that the services provided under the
administration agreement are paid by PFAMCo, as administrator, whereas
most mutual funds pay for these services directly from fund assets.
3. Applicants request an exemption on behalf of themselves, the
portfolios of PFAMCo Funds, and any other open-end investment company,
or portfolio thereof, that may be established in the future that is
advised or administered by PFAMCo (or any entity controlling,
controlled by, or under common control with PFAMCo) or for which the
Distributor (or any entity controlling, controlled by, or under common
control with the Distributor) serves as principal underwriter and that
becomes part of the same ``group of investment companies,'' as that
term is defined in rule 11a-3 (collectively, the ``Funds''). Pursuant
to the requested exemption, each Fund would be able to offer multiple
classes of shares that would be identical in all respects to shares of
the other classes of shares of the Fund, except for class designation,
the allocation of certain expenses, voting rights, and exchange
privileges.
4. Applicants propose that each Fund would enter into an agreement
(the ``Administration Agreement'') with its administrator, which may be
PFAMCo or another person, for the provision or procurement of the
administrative and other services necessary for the ordinary operation
of the Fund. These services would include transfer agency, custodian,
recordkeeping, dividend disbursing, auditing, and ordinary legal
services. The administrator would provide or procure such services for
a fee (the ``Administration Fee'') to be agreed upon by the
administrator and the Fund. The Administration Agreement will provide
that the services that are rendered to the Fund will be rendered to
each class of the Fund, and each such class will be obligated to pay
the applicable Administration Fee.
5. Any services required for the operation of a class in addition
to those provided in the Administration Agreement would be provided for
in a separate agreement or addendum (the ``Class Addendum''). Under the
Class Addendum, the Fund's administrator would provide or procure the
services contracted for in the Class Addendum for a specified fee (the
``Class Addendum Fee''). The services rendered under the Class Addendum
will relate only to the class or classes specified in that Class
Addendum, and only such class or classes shall be obligated to pay the
Class Addendum Fee. Different classes may have different Class Addenda,
each of which would reflect the different servicing needs of those
classes that require service beyond that provided in the Administration
Agreement. If a class is offered in connection with a 12b-1 plan, the
expenses payable for distribution services would not be included in a
Class Addendum, but would be payable under a separate 12b-1 agreement.
A class could have a 12b-1 plan and a Class Addendum.
6. Each Fund could offer one class (the ``Institutional Class'')
solely to pension and profit sharing plans, employee benefit trusts,
endowments, foundations, corporations, other institutions, and high net
worth individuals. The Institutional Class would be similar or
identical to the shares currently offered by PFAMCo Funds. There would
be no sales charge imposed on the purchase and redemption of shares of
the Institutional Class, and no 12b-1 fees. There would be a
significant minimum initial investment, which currently is $200,000 for
PFAMCo Funds. Applicants anticipate that the Institutional Class will
be the only class without a Class Addendum; all of the administrative
services for the Institutional Class would be provided under the
Administration Agreement.
7. Each Fund could offer one class (the ``Benefit Plan Class'')
only to qualified or nonqualified employee benefit plans. In addition
to the services provided under the Administration Agreement, a Fund's
administrator would provide or procure additional administrative and
recordkeeping services necessary for the employee benefit plans to
invest in the Funds. The administrator would charge a Class
Administration Fee for the services, which fee is expected to be no
more than 35 basis points of the net assets attributable to the Benefit
Plan Class. The services are limited to: furnishing participant sub-
accounting; maintaining separate records for each plan; assistance in
processing purchase and redemption transactions; disbursing or
crediting to the plans and maintaining records of all proceeds of
redemptions of shares and all other distributions not reinvested in
shares; preparing and transmitting to the plans, plan participants, or
the trustees of the plans periodic account statements, and the
integration of such statements with those of other transactions and
balances in other accounts of the plan or participant; transmitting to
the plans prospectuses, proxy materials, reports, and other information
required to be sent to shareholders under the federal securities laws;
transmitting to the transfer agent purchase orders and redemption
requests placed by the plans; transmitting to a Fund or its agents
periodic reports necessary to enable the Fund to comply with state Blue
Sky requirements; transmitting to the plans or the trustees of the
plans confirmations of purchase orders and redemption requests placed
by the plans; maintaining all account balance information for the plans
and daily and monthly purchase summaries expressed in shares and dollar
amounts; and preparing, filing, and transmitting all federal, state,
and local government reports and returns as required by law with
respect to each account maintained on behalf of a plan; providing
information to plans and participants about a Fund and its portfolios;
and maintaining account designations and addresses.
8. A Fund may offer Benefit Plan Classes whose shares only are
offered to qualified retirement plans for which a trustee is vested
with investment discretion as to plan assets (``Excluded Classes'') by
means of a separate prospectus. The Excluded Classes do not include
Benefit Plan Classes whose shares are offered to self-directed plans in
which an individual plan beneficiary can make an investment decision.
As a result, there will be no overlap between the investors eligible to
invest on their own behalf in Excluded Classes and any other class of a
Fund.
9. Each Fund may offer one class of shares (the ``Administrative
Services Class'') to the clients, members, or customers of banks,
broker-dealers, consultants, administrators, and other financial
institutions (``Organizations''), which would provide certain services
to their customers who purchase shares of the Administrative Services
Class. Arrangements between the administrator and the Fund relating to
such additional services are ``Administrative Services Arrangements.''
The administrator would either provide these additional services
directly or would procure these services by entering into agreements
with the Organizations. The services would be limited to: receiving,
aggregating, and processing shareholder orders; furnishing shareholder
sub-accounting; providing and maintaining elective shareholder services
such as check writing and wire transfer services; providing and
maintaining pre-authorized investment plans; communicating periodically
with shareholders; acting as the sole shareholder of record and nominee
for shareholders; maintaining account records for shareholders;
answering questions and handling correspondence from shareholders about
their accounts; issuing confirmations for transactions by shareholders;
and performing similar account administrative services.
10. Each Fund also could offer classes with a 12b-1 plan (the
``12b-1 Classes''). Under a 12b-1 plan, a Fund would enter into
agreements with certain financial institutions (``Service Agents'')
providing for distribution or distribution assistance of the shares of
the 12b-1 Class. A Fund typically would make payments (the ``12b-1 Plan
Payments'') to the Distributor or the Service Agent for such services.
11. The Funds may in the future offer classes in addition to those
described above, provided the Funds met the conditions imposed in any
order of the SEC granting the requested relief.
12. The net asset value of all shares of a Fund would be computed
on the same days and at the same times. The gross income of a Fund
would be allocated to each class on the basis of the relative net
assets of each class. Expenses specifically attributable to the
particular class (``Class Expenses'') and 12b-1 Plan Payments would be
charged directly to the particular class to which they are
attributable. Class Expenses would consist of fees under a Class
Addendum that relates to the class; litigation and indemnification
expenses, if any, relating solely to one class; and fees of independent
directors/trustees (``trustees'') incurred as a result of issues
relating to one class. Class Expenses will be limited to those above,
and the fees under a Class Addendum will be limited to fees payable for
services set forth in the description of the Class Addenda for the
Benefit Plan Class and the Administrative Services Class. Expenses
incurred by a Fund not attributable to a particular class would be
subtracted from the gross income on the basis of the relative net
assets of each class of the Fund. Such expenses include litigation and
indemnification expenses, if any, relating to a Fund, independent
trustees' fees, and fees under the applicable Administration Agreement.
13. Because any 12b-1 Plan Payments and any Class Expenses that
would be borne by a class of shares may vary for each class, the net
income of (and dividends payable to) each class may vary from that of
the other class or classes of the same Fund. Accordingly, for Funds
that do not declare dividends daily (such as non-money market funds),
the net asset value per share attributable to each class would differ
between dividend declaration dates.
14. Applicants also request an exemption to permit the Funds to
assess a CDSC on redemptions of shares of a 12b-1 Class. The CDSC will
not be imposed on redemptions of shares that were purchased after a
specified period prior to the redemption, which is expected to be six
years, or on CDSC shares derived from reinvestment of dividends and
distributions. Furthermore, no CDSC will be imposed on an amount that
represents an increase in the value of the shareholder's account
resulting from capital appreciation above the amount paid for the
shares. In addition, no CDSC will be imposed on shares purchased prior
to any order granting the requested exemption.
15. The amount of the CDSC will be calculated as the lesser of the
amount that represents a specified percentage of the net asset value of
the shares at the time of purchase or the time of redemption. In
determining the applicability and rate of any CDSC, it will be assumed
that redemption is made first of shares or amounts representing capital
appreciation, or reinvestment of dividends and capital gain
distributions. Other shares or amounts then would be considered to be
redeemed in the order purchased, unless the Fund chose to redeem in
another order that would result in a lower sales load. This will result
in the charge, if any, being imposed at the lowest possible rate. In
all cases, the sum of any front-end sales charge, asset-based sales
charge, shareholder services charge, and CDSC will not exceed the
maximum sales charge provided for in article III, section 26(d) of the
Rules of Fair Practice of the National Association of Securities
Dealers, Inc.
16. No CDSC will be imposed in connection with an exchange
privilege whereby an investor exchanges CDSC shares of a Fund for CDSC
shares of another Fund. All exchanges would be effected in accordance
with rule 11a-3.
17. The Funds request the ability to waive the CDSC in connection
with (a) redemptions by officers, directors, trustees, and employees of
Pacific Mutual Life Insurance Company, and any of its affiliates, and
such persons' immediate families, (b) involuntary redemptions effected
pursuant to the Fund's right to liquidate shareholder accounts having
an aggregate net asset value of less than the minimum account balance
set forth in the Fund's then-current prospectus, and (c) total or
partial redemptions made in connection with the following distributions
permitted to be made under the Internal Revenue Code (``Code'') from an
IRA or other qualified retirement plan: (i) Any redemption in
connection with a lump sum or other distribution following retirement,
or, in the case of an IRA or Keogh Plan or a custodial account pursuant
to section 403(b)(7) of the Code, after attaining age 59\1/2\; and (ii)
any redemption that results from a tax-free return of an excess
contribution pursuant to section 408(d)(4) or (5) of the Code, or from
the death or disability of the employee (see sections 72(m)(7) and
408(f)(3) of the Code). As an alternative to waiver category (c), and
if the trustees of the Fund determine to adopt this alternative, the
Fund could waive the CDSC with respect to any partial or complete in
connection with a distribution following retirement under a tax-
deferred retirement plan or attaining age 70\1/2\ in the case of an IRA
or Keogh Plan, or custodial account resulting from the tax-free return
of an excess contribution to an IRA.
18. Applicants also could provide a pro rata credit paid by the
Fund's distributor for any CDSC paid in connection with a redemption of
shares followed by a reinvestment effected within a specified period
after the redemption. To effect this credit, the distributor would
purchase additional shares for the account of an investor who reinvests
the redemption proceeds on which a CDSC was paid, in an amount equal to
the CDSC charged on the redemption.
Applicants' Legal Analysis
1. Applicants requests an exemption under section 6(c) from
sections 18(f)(1), 18(g), and 18(i) to issue multiple classes of shares
representing interests in the same portfolio of securities. Applicants
believe that, by implementing the multiple class distribution system,
the Funds would be able to facilitate the distribution of their shares
and provide a broad array of services without assuming excessive
accounting and bookkeeping costs. Applicants also believe that the
proposed allocation of expenses and voting rights is equitable and
would not discriminate against any group of shareholders. The proposed
arrangement does not involve borrowings, affect the Funds' existing
assets or reserves, or increase the speculative character of the shares
of a Fund.
2. In addition, applicants believe that the establishment of a
multi-class distribution system with the proposed fee structure
benefits shareholders by providing predictability of expenses and ease
of understanding the expenses that will be paid. The proposed
arrangement provides an additional choice for investors to whom such
predictability is important. The structure makes a party other than the
Fund assume the economic risks of paying a Fund's operating expenses
during the start-up phase, and bear the expenses of providing services
to the classes.
3. Applicants also request an exemption under section 6(c) from
sections 2(a)(32), 2(a)(35), 22(c), and 22(d), and rule 22c-1, to
assess and, under certain circumstances, waive a CDSC on redemptions of
shares. Applicants believe that their request to permit the CDSC
arrangement would place the purchaser in a better position than if a
sales load were imposed at the time of sale, since the shareholder may
have to pay only a reduced sales charge, or no sales charge at all.
Applicant's Conditions
Applicants agree that any order granting the requested exemption
shall be subject to the following conditions:
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 between the classes of
shares of a Fund relate solely to: (a) The impact of the
disproportionate 12b-1 Payments and Class Expenses; (b) voting rights
as to matters exclusively affecting one class of shares; (c) exchange
features; and (d) class designation differences. Any additional
incremental expenses not specifically identified above which are
subsequently identified and determined to be properly allocated to one
class of shares shall not be so allocated until approved by the SEC
pursuant to an amended order or other relief from the SEC.
2. The trustees of PFAMCo Funds and of any subsequently created
Funds, including a majority of the independent trustees, will approve
the offering of multiple classes of shares (the ``Multi-Class
System''). The minutes of the meetings of the trustees regarding the
deliberations of the trustees with respect to the approvals necessary
to implement the Multi-Class System will reflect in detail the reasons
for the trustees' determination that the proposed Multi-Class System is
in the best interests of the Funds and their shareholders.
3. The initial determination of the Class Expenses that will be
allocated to a particular class and any subsequent changes thereto will
be reviewed and approved by a vote of the board of trustees of the
relevant Fund, including a majority of the independent trustees. Any
person authorized to direct the allocation and disposition of monies
paid or payable by a Fund to meet Class Expenses shall provide to such
Fund's trustees, and the trustees shall review, at least quarterly
after such initial determination, a written report of the amounts so
expended and the purposes for which such expenditures were made.
4. The board of trustees of each Fund, including a majority of the
independent trustees, will review the services to be provided and fees
to be charged to a class pursuant to a proposed Class Addendum, and
will make a determination (i) that the Class Addendum is in the best
interests of the class of the Fund subject to the Class Addendum and
the shareholders of the class; (ii) that the fees charged to the class
by the administrator in relation to the services to be provided to the
class under the Class Addendum are fair and reasonable; and (iii) that
the services to be provided for the class and the Class Administration
Fee to be charged for such services are reasonably designed so that
such services that benefit only a class, as opposed to the Fund
generally, would augment (and not be duplicative of) services rendered
to the Fund pursuant to the Administration Agreement.1
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\1\Applicants represent that, to enable the board to make such
determinations, the board would be provided with information
regarding all of the expenses borne by the Administrator in
providing or procuring services for each class.
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5. On an ongoing basis, a Fund's trustees, pursuant to their
fiduciary responsibilities under the Act and otherwise, will monitor
the Fund for the existence of any material conflicts among the
interests of the various classes of shares. The trustees, including a
majority of the independent trustees, shall take such action as is
reasonably necessary to eliminate any such conflicts that may develop.
Each Fund's investment adviser, sub-investment adviser (if any),
administrator (if separate), and distributor will be responsible for
reporting any potential or existing conflicts to the trustees. If a
conflict arises, the adviser and the distributor at their own cost will
remedy such conflict up to and including establishing a new registered
management investment company.
6. The Administrative Services Arrangements 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 shareholders need not enjoy the voting rights
specified in rule 12b-1.
7. The trustees of each Fund will receive quarterly and annual
statements concerning expenditures of a Fund or class thereof pursuant
to 12b-1 plans and Administrative Services Arrangements 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 a particular class of shares will be used to
justify any distribution or servicing fee charged to that class.
Expenditures not related to the sale or servicing of a particular class
will not be presented to the trustees to justify any fee attributable
to that class. The statements, including the allocations upon which
they are based, will be subject to the review and approval of the
independent trustees 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, on the same day, and will be in the same
amount, except that payments made by a class under its 12b-1 plan or
administrative fees, and any Class Expenses will be borne exclusively
by that class.
9. The methodology and procedures for calculating the net asset
value and dividends and distributions of the various classes and the
proper allocation of expenses among the classes has been reviewed by an
expert (the ``Expert'') who has rendered a report to applicants, which
has been provided to the staff of the SEC, that such methodology and
procedures are adequate to ensure that such calculations and
allocations would be made in an appropriate manner. On an ongoing
basis, the Expert, or an appropriate substitute Expert, will monitor
the manner in which the calculations and allocations are being made
and, based upon such review, will render at least annually a report to
the Fund that the calculations and allocations are being made properly.
The reports of the Expert will be filed as part of the periodic reports
filed with the SEC pursuant to sections 30(a) and 30(b)(1) of the Act.
The work papers of the Expert with respect to such reports, following
request by applicants (which applicants agree to provide), will be
available for inspection by the SEC staff upon written request by a
senior member of the Division of Investment Management, 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 Expert is a ``report on policies and procedures placed in
operation'' and ongoing reports will be ``reports on policies and
procedures placed in operation and tests of operating effectiveness''
as defined and described in Statement of Accounting Standards No. 70 of
the American Institute of Certified Public Accountants (``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 and distributions of the various classes
of shares and the proper allocation of expenses among the classes of
shares and this representation has been concurred with by the Expert in
the initial report referred to in condition 9 above and will be
concurred with by the Expert or an appropriate substitute Expert on an
ongoing basis at least annually in the ongoing reports referred to in
condition 9 above. Applicants will take immediate corrective measures
if this representation is not concurred in by the Expert, or
appropriate substitute Expert.
11. The prospectus of each class of a Fund will contain a statement
to the effect that a salesperson or any other person entitled to
receive compensation for selling or servicing Fund shares may receive
different compensation with respect to one particular class of shares
over another in that Fund.
12. The distributor will adopt compliance standards as to when each
class of shares may appropriately be sold to particular investors.
Applicants will require all persons selling shares of the Funds to
agree to conform to such standards. Such compliance standards will
require that all investors eligible to purchase shares of the Excluded
Classes be sold only shares of the Excluded Classes, rather than any
other class of shares offered by the Fund.
13. The conditions pursuant to which the exemptive order is granted
and the duties and responsibilities of the trustees with respect to the
Multi-Class System will be set forth in guidelines to be furnished to
the trustees.
14. Each Fund will disclose the respective expenses, performance
data, distribution arrangements, services, fees, CDSCs, and exchange
privileges (if any) applicable to each class of shares in each
prospectus, regardless of whether each class of shares are offered
through each prospectus, except that such disclosure need not be made
with respect to any Excluded Classes. Excluded Classes will be offered
solely pursuant to a separate prospectus. Each prospectus for Excluded
Classes will disclose the existence of the Fund's other classes, and
the prospectuses for the Fund's other classes will identify the persons
eligible to purchase shares of the Excluded Classes. Each Fund will
disclose the respective expenses and performance data applicable to all
other classes of shares in every 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 that 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 other classes of shares,
except the Excluded Classes. Advertising materials reflecting the
expenses or performance data for an Excluded Class will be available
only to those persons eligible to purchase that class. The information
provided by applicants for publication in any newspaper or similar
listing of a Fund's net asset value or public offering price will
present each class of shares separately, except for the Excluded
Classes.
15. Applicants acknowledge that the grant of the requested
exemptive order will not imply SEC approval, authorization of or
acquiescence in any particular level of payments that applicants may
make pursuant to any Administration Agreement, Class Addendum, or any
12b-1 plan, in reliance on the exemptive order.
16. Applicants will comply with the provisions of proposed rule 6c-
10 under the Act (see Investment Company Release No. 16619 (Nov. 2,
1988)), as such rule is currently proposed and as it may be reproposed,
adopted or amended.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-3876 Filed 2-18-94; 8:45 am]
BILLING CODE 8010-01-M