[Federal Register Volume 59, Number 49 (Monday, March 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-5809]


[[Page Unknown]]

[Federal Register: March 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20118; 812-8484]

 

The One GroupSM, et al.; Notice of Application

March 7, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for exemption under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: The One GroupSM (``The One Group''), The 
Kent Funds, Allmerica Funds, and The Valiant Funds (collectively, the 
``Trusts''); Banc One Investment Advisors Corporation (``BOIAC''), Old 
Kent Bank and Trust Company (``Old Kent''), Allmerica Investment 
Management Company, Inc. (``AIMCO''), and Integrity Management & 
Research, Inc. (``IMR'') (collectively, the Advisers''); and Allmerica 
Investments, Inc. (``Allmerica''), 440 Financial Distributors, Inc. 
(``440 Distributors''), and Integrity Investments, Inc. (``Integrity'') 
(collectively, the ``Distributors''). Applicants also seek relief on 
behalf of future investment companies for which the Advisers, or any 
person controlled by or under common control with the Advisers, may 
serve as investment adviser, or for which the Distributors, or any 
person controlled by or under common control with the Distributors, may 
serve as distributor.

RELEVANT ACT SECTIONS: Order requested pursuant to section 6(c) for 
exemptions from sections 2(a)(32), 2(a)(35), 18(f)(1), 18(g), 18(i), 
22(c), and 22(d) of the Act and rule 22c-1 thereunder.

SUMMARY OF APPLICATION: Applicants seek an order to permit the Funds to 
issue and sell multiple classes of shares representing interests in the 
same portfolios of securities, assess a contingent deferred sales 
charge (``CDSC'') on certain redemptions, and waive the CDSC in certain 
instances.

FILING DATE: The application was filed on July 2, 1993, and amended on 
November 12, 1993, January 31, 1994, and February 23, 1994. Counsel, on 
behalf of the applicants, has agreed to file a further amendment during 
the notice period to make certain technical changes. 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 April 1, 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 the date of a hearing may request notification by writing 
to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549. 
Applicants, 440 Lincoln Street, Worcester, Massachusetts 01653.

FOR FURTHER INFORMATION CONTACT:

James E. Anderson, Staff Attorney, at (202) 272-7027, or C. David 
Messman, Branch Chief, at (202) 272-3018 (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application is available for a fee from the 
SEC's Public Reference Branch.

APPLICANTS' REPRESENTATIONS: 1. Each of the Trusts is a registered 
open-end management investment company organized as a Massachusetts 
business trust. Each of the Trusts offers shares in separate series 
(the ``series''). BOIAC, Old Kent, AIMCO, and IMR act as investment 
advisers for The One Group, The Kent Funds, Allmerica Funds, and The 
Valiant Fund, respectively. 440 Distributors acts as distributor for 
The One Group, and will act as distributor for The Kent Funds beginning 
April 1, 1994. Allmerica and Integrity act as distributors for 
Allmerica Funds and The Valiant Fund, respectively. 440 Financial Group 
of Worcester, Inc. (``440 Financial'') serves as administrator and sub-
transfer agent for The One Group, administrator and transfer agent for 
The Valiant Fund, and will serve as the administrator and transfer 
agent for The Kent Funds beginning April 1, 1994. AIMCO, Allmerica, 440 
Distributors, and 440 Financial are all wholly-owned subsidiaries of 
State Mutual Life Assurance Company of America.
    2. Series of The One Group currently offer shares in four classes 
pursuant to exemptive orders previously granted by the SEC.\1\ Class A 
shares of The One Group's series, other than class A shares of money 
market series, are sold subject to a front-end sales charge. Class B 
shares, which are available only with respect to non-money market 
series, are sold subject to a CDSC. Retirement class shares are offered 
to certain investors without any front-end or deferred sales charge. 
Fiduciary class shares are offered to certain investors without a 
front-end or deferred sales charge. Class A, class B, and the 
retirement class shares are authorized to pay 440 Distributors 
distribution and shareholder services fees pursuant to a
rule 12b-1 plan in annual amounts up to .35%, 1%, and .75% of average 
daily net assets, respectively.
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    \1\SEI Liquid Asset Trust, et al., Investment Company Act 
Release Nos. 17144 (Sept. 20, 1989) (notice) and 17169 (Oct. 18, 
1989) (order), as amended, Investment Company Act Release Nos. 17878 
(Nov. 27, 1990) (notice) and 17915 (Dec. 24, 1990) (order), as 
amended, Investment Company Act Release Nos. 19698 (Sept. 9, 1993) 
(notice) and 19756 (Oct. 1, 1993) (order). On November 17, 1993, The 
One Group received no-action relief so that, pending receipt of the 
order requested hereby, it can continue to offer its shares for up 
to one year in reliance on prior orders.
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    3. Series of The Kent Funds currently offer two classes of shares 
pursuant to an exemptive order granted to The Kent Funds and its 
current distributor.\2\ Investment class shares of The Kent Funds' 
series, other than investment class shares of money market series, are 
sold subject to a front-end sales charge. Institutional class shares of 
the Kent Funds' series are sold without a front-end or deferred sales 
charge. Each series of The Kent Funds is authorized to pay 440 
Distributors a monthly shareholder services fee of up to .25% of the 
series' average daily net assets pursuant to a rule 12b-1 plan.
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    \2\The Kent Funds, et al., Investment Company Act Release Nos. 
19033 (Oct. 15, 1992) (notice) and 19094 (Nov. 12, 1992) (order). On 
February 15, 1994, The Kent Funds received no-action relief so that 
it can continue to rely on that order for an interim period of up to 
one year, if any, between the assumption by 440 Distributors of the 
role as The Kent Funds' distributor and the granting of an order 
pursuant the application.
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    4. Shares of series of Allmerica Funds, other than money market 
series, are sold subject to a front-end sales charge. For purchases of 
$1,000,000 or more of shares of Allmerica Funds' non-money market 
series, no front-end sales charge is imposed but a 1% CDSC is imposed 
on certain redemptions. The CDSC is assessed in reliance upon an 
exemptive order granted by the SEC.\3\ Under a rule 12b-1 plan, series 
of Allmerica Funds pay Allmerica a shareholder services fees in the 
amount of up to .25% of average daily net assets of the non-money 
market series, and up to .10% of the average daily net assets of the 
money market series.
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    \3\Investment Company Act Release Nos. 19236 (Jan. 26, 1993) 
(notice) and 19291 (Feb. 23, 1993) (order).
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    5. The Valiant Fund offers its series at net asset value without 
any sales charge. The Valiant Fund has adopted a rule 12b-1 plan, but 
no payments have been authorized or will be made during the current 
fiscal year.
    6. Applicants seek relief to implement a proposed multiple pricing 
system (the ``Multiple Pricing System''). Under applicants' proposal, 
the non-money market series of the Trusts will provide investors the 
option of purchasing shares: (a) with a front-end sales load and in 
certain circumstances a distribution fee of up to .75% (``Class A 
shares''); (b) subject to a CDSC and distribution and shareholder 
services fees of up to 1% (``Class B shares''); (c) subject to a CDSC 
that will normally be lower than the CDSC imposed on Class B shares and 
a distribution and shareholder services fees of up to 1% (``Class C 
shares''); and (d) without a sales charge and either with or without 
distribution and shareholder services fees of up to .75% (``Class D 
shares''). Each of the money market series of the Trusts will provide 
investors the option of purchasing shares: (a) without a sales load and 
subject to a distribution fee of up to .35% (``Class E shares''); (b) 
without a sales load and subject to distribution and shareholder 
services fees of up to .75% (``Class F shares''); and (c) without sales 
charges or distribution fees (``Class G''). Each series' rule 12b-1 
plan will be amended as necessary to accommodate the proposed fee 
arrangements of each class.
    7. Existing shares of The One Group correspond to shares authorized 
under the Multiple Pricing System as follows: Class A shares of the 
non-money market series correspond to Class A shares, and class A 
shares of the money market series correspond to Class E shares; class B 
shares correspond to Class B shares; retirement class shares of the 
non-money market series correspond to Class D shares, and retirement 
class shares of the money market series correspond to Class F shares; 
fiduciary class shares of the non-money market series correspond to 
Class D shares, and fiduciary class shares of the money market series 
correspond to Class G shares. Existing shares of The Kent Fund 
correspond to shares authorized under the Multiple Pricing System as 
follows: investment class shares of the non-money market series 
correspond to Class A shares, and investment class shares of the money 
market series correspond to Class E shares; institutional class shares 
of the non-money market series correspond to Class D shares, and 
institutional class shares of the money market series correspond to 
Class F shares. Shares of Allmerica Funds' existing non-money market 
series will be redesignated Class A, and shares of the existing money 
market series will be redesignated Class E.
    8. From time to time each Trust also may offer additional classes 
of shares. Certain of these additional classes (``Indirect Investor 
Classes'') will be offered only to Qualified Institutional Investors 
(as defined herein). All classes of shares other than the Indirect 
Investor Classes, including Classes A, B, C, D, E, F, and G, will be 
referred to herein as ``Direct Investor Classes.'' Qualified 
Institutional Investors eligible to purchase Indirect Investor Classes 
are limited to the following five categories: (a) benefit plans such as 
qualified retirement plans, other than individual retirement accounts 
and retirement plans of self-employed persons, with total assets in 
excess of $5 million or such other amounts as the Trusts may establish 
and with such other characteristics as the Trusts may establish; (b) 
defined contribution retirement plans maintained by the Advisers or 
their affiliates for the benefit of their employees; (c) banks and 
insurance companies purchasing shares for their own accounts; (d) 
registered investment companies not affiliated with 440 Financial or 
with any of the Advisers; and (e) endowment funds of non-profit 
organizations.
    9. The benefit plans in category (a) will have a separate trustee 
for the plan who is vested with investment discretion as to plan 
assets. The plan beneficiaries will have limited ability to access 
their plan investments without incurring adverse tax consequences. 
Applicants will exclude self-directed plans from this category. The 
assets of the tax-exempt retirement plans in category (b) will be held 
in trust by a trustee, and the employees who participate in such plans 
will have limited pre-retirement access to their plan investments. The 
investors in categories (c), (d), and (e) will share with category (a) 
the essential features of substantial assets under management and 
investment decision-making by institutional management. Investors in 
the Direct Investor Classes will not be eligible to purchase shares of 
the Indirect Investor Classes.
    10. Applicants propose to convert Class B shares, other than Class 
B shares acquired through the reinvestment of dividends and 
distributions, automatically to Class A shares a certain number of 
years after the end of the calendar month in which the shareholders' 
order to purchase was accepted. Shares purchased through the 
reinvestment of dividends and distributions will be considered held in 
a separate sub-account, and each time any Class B shares convert to 
Class A shares, a pro rata portion of the Class B shares purchased 
through the reinvestment of dividends or distributions also will 
convert. The purpose of the conversion feature is to relieve the 
holders of the Class B shares from continuing to pay a high ongoing 
distribution fee after the Class B shares have been outstanding long 
enough for the Distributor to have recouped its distribution expenses.
    11. Shares of one class of a series generally may be exchanged for 
a corresponding class of another series belonging to the same ``family 
of funds'' (as defined in rule 11a-3). Each Trust is a separate family 
of funds. Exchanges will not be permitted between Direct Investor 
Classes of shares and Indirect Investor Classes of shares.
    12. Applicants seek exemptive relief to permit them to impose a 
CDSC on redemptions of shares of Classes B and C. In no event would the 
aggregate amount of the Class B CDSC exceed 6% of the aggregate 
purchase payments made by an investor for Class B shares of a series. 
The CDSC for the Class C shares of a series will not exceed 1% of the 
aggregate purchase payments. 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 redemption. In 
determining the applicability and rate of any CDSC, it will be assumed 
that a redemption is made first of shares representing capital 
appreciation, next of shares representing reinvestment of dividends and 
capital gains distributions, and finally of other shares held by the 
shareholder for the longest period of time.
    13. The Trusts intend to waive the CDSC in the event of one or more 
of the following occurrences: (a) on redemptions following the death or 
disability, as defined in section 72(m)(7) of the Internal Revenue Code 
or 1986, as amended (the ``Code''), of a shareholder if redemption is 
made within one year of death or disability of a shareholder, as 
relevant; (b) in connection with a lump-sum or other distribution 
following retirement or, in the case of an IRA or Keough Plan or a 
custodial account pursuant to section 403(b)(7) of the Code, after 
attaining age 59\1/2\ or, in connection with redemptions which result 
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; (c) in connection with redemptions of shares purchased by 
officers, directors or trustees, and employees of the series, the 
Advisers and their affiliated entities the Distributors and their 
affiliated entities, and by the members of the immediate families of 
such persons; (d) in connection with redemptions of shares made 
pursuant to a shareholder's participation in any systematic withdrawal 
plan adopted by a series; (e) in connection with redemptions effected 
by advisory accounts managed by the Advisers and their affiliated 
entities; (f) in connection with redemptions by tax-exempt employee 
benefit plans as a result of the enactment or promulgation of any law 
or regulation pursuant to which continuation of the investment in the 
series would be improper; and (g) in connection with redemptions 
effected by a registered investment company in connection with the 
combination of the investment company with a series by merger, 
acquisition of assets, or by any other transaction. In addition, the 
Trusts intend to reduce the CDSC in connection with redemptions by 
large accountholders.
    14. Each series may provide a pro rata credit for any CDSC paid in 
connection with a redemption of shares from a series followed by a 
reinvestment in the series effected within 365 days, or a shorter 
period, of the redemption. The credit will be paid for by the series' 
distributor.

Applicants' Legal Analysis

    1. Applicants request an order exempting them from the provisions 
of sections 18(f)(1), 18(g), and 18(i) to the extent that the proposed 
issuance and sale of various classes of shares representing interests 
in the same Trust might be deemed: (a) to result in a ``senior 
security'' within the meaning of section 18(g); (b) prohibited by 
section 18(f)(1); and (c) to violate the equal voting provisions of 
section 18(i).
    2. Applicants believe that the proposed multi-class arrangement 
will better enable the Trusts to meet the competitive demands of 
today's financial services industry. Under the multiclass arrangement, 
an investor will be able to choose the method of purchasing shares that 
is most beneficial given the amount of his or her purchase, the length 
of time the investor expects to hold his or her shares, and other 
relevant circumstances. The proposed arrangement would permit the 
Trusts to facilitate both the distribution of their securities and 
provide investors with a broader choice as to the method of purchasing 
shares without assuming excessive accounting and bookkeeping costs or 
unnecessary investment risks.
    3. The proposed allocation of expenses and voting rights relating 
to the rule 12b-1 plans in the manner described is equitable and would 
not discriminate against any group of shareholders. In addition, such 
arrangements should not give rise to any conflicts of interest because 
the rights and privileges of each class of shares are substantially 
identical.
    4. Applicants believe that the proposed multi-class arrangement 
does not present the concerns that section 18 was designed to address. 
The multi-class arrangement will not increase the speculative character 
of the shares of the Trusts. The multi-class arrangement does not 
involve borrowing, nor will it affect the Trust's existing assets or 
reserves, and does not involve a complex capital structure. Nothing in 
the multi-class arrangement suggests that it will facilitate control by 
holders of any class of shares.
    5. Applicants submit that the requested exemption to permit the 
Trusts to implement the proposed CDSCs is appropriate in the public 
interest, consistent with the protection of investors, and consistent 
with the purposes fairly intended by the policy and provisions of the 
Act. The proposed CDSC arrangements will provide shareholders the 
option of having their full payment invested for them at the time of 
their purchase of shares of the Trusts with no deduction of an initial 
sales charge.

Applicants' Conditions

    Applicants agree that any order granting the requested relief shall 
be subject to the following conditions:
    1. Each class of shares will represent interests in the same 
portfolio of investments of a series and be identical in all respects, 
except as set forth below. The only differences among various classes 
of shares of the same series will relate solely to: (a) the method of 
financing certain expenses that may be imposed upon a particular class 
of shares and which are limited to (i) incremental transfer agent fees 
identified by the transfer agent as being attributable to a specific 
class of shares, (ii) printing and postage expenses related to 
preparing and distributing materials such as shareholder reports, 
prospectuses, and proxies to current shareholders of a specific class 
of shares, (iii) blue sky registration fees incurred by a class of 
shares, (iv) SEC 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, (vii) trustees' 
fees incurred as a result of issues relating to one class of shares, 
and (viii) any other incremental expenses subsequently identified that 
should be properly allocated to one class of shares which shall be 
approved by the SEC pursuant to an amended order, (collectively, 
``Class Expenses''); (b) the impact of different rule 12b-1 plan (if 
any) or shareholder services plan (if any) payments made by a 
particular class of shares; (c) voting rights on matters which pertain 
to rule 12b-1 plans or shareholder services plans; (d) the conversion 
feature applicable to classes of shares sold subject to a CDSC which 
are convertible into a class of shares not subject to a CDSC; and (e) 
the designation of each class of shares of a series.
    2. If a series 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 a class of shares under the 
plan into which another class will convert (the ``Target Class''), 
existing shares of the class that will convert (``Purchase Class'') 
will stop converting into Target Class shares unless the Purchase Class 
shareholders, voting separately as a class, approve the proposal. The 
trustees 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 
the Target Class as it existed prior to implementation of the proposal, 
no later than such shares previously were scheduled to convert into 
Target Class shares. If deemed advisable by the trustees 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 shares will convert into New Target 
Class shares. New Target Class or New Purchase Class may be formed 
without further exemptive relief. Exchanges or conversions described in 
this condition shall be effected in any manner that the trustees 
reasonably believe will not be subject to federal taxation. In 
accordance with condition 6 below, any additional cost associated with 
the creation, exchange, or conversion of New Target Class or New 
Purchase Class shall be borne solely by the Advisers 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.
    3. Any class of shares with a conversion feature will convert into 
another class of shares on the basis of the relative net asset values 
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 the 
conversion.
    4. The trustees of each of the Trusts, including a majority of the 
independent trustees, shall have approved the Multiple Pricing System, 
prior to the implementation of the Multiple Pricing System by a 
particular series. The minutes of the meetings of the trustees 
regarding their deliberations with respect to the approvals necessary 
to implement the Multiple Pricing System will reflect in detail the 
reasons for determining that the Multiple Pricing System is in the best 
interest of both the series and their respective shareholders.
    5. The initial determination of the Class Expenses, if any, that 
will be allocated to a particular class of a series and any subsequent 
changes thereto will be reviewed and approved by a vote of the 
trustees, including a majority of the independent trustees. Any person 
authorized to direct the allocation and disposition of monies paid or 
payable by a series to meet Class Expenses shall provide to the 
trustees, and the trustees shall review, at least quarterly, a written 
report of the amounts so expended and the purpose for which such 
expenditures were made.
    6. On an ongoing basis, the trustees, pursuant to their fiduciary 
responsibilities under the Act and otherwise, will monitor each series 
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. The Advisers and the 
Distributors will be responsible for reporting any potential or 
existing conflicts to the trustees. If a conflict arises, the Advisers 
and the Distributors at their own costs will remedy such conflict up to 
and including establishing a new registered management investment 
company.
    7. The trustees will receive quarterly and annual statements 
concerning distribution and shareholder servicing expenditures 
complying with paragraph (b)(3)(ii) of rule 12b-1, as it may be amended 
from time to time. In the statements, only distribution expenditures 
properly attributable to the sale or servicing of a class of shares 
will be used to support any rule 12b-1 plan or shareholder services 
plan expenditures charged to such class. Expenditures not related to 
the sale or servicing of a specific class will not be presented to the 
trustees to support rule 12b-1 plan or shareholder services plan 
expenditures charged to shareholders of such class of shares. 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. If any class will be subject to a shareholder services plan, 
such shareholder services plan 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 will not enjoy the voting rights specified in 
rule 12b-1.
    9. Dividends paid by a series with respect to each class of 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 expenditures associated with any rule 12b-1 plan or 
shareholder services plan and any Class Expense will be borne by the 
affected class.
    10. The methodology and procedures for calculating the net asset 
value and dividends/distributions of the various classes and the proper 
allocation of income and expenses among such classes has been reviewed 
by an expert (the ``Expert''). The Expert has rendered a report to the 
applicants (and such report has been filed with the SEC as an exhibit 
to the application), stating that such methodology and procedures are 
adequate to ensure that such calculations and allocations will 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 Trusts that the 
calculations and allocations are being made properly. The reports of 
the Expert shall 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 Experts with respect to such reports, following request 
by the Trusts (which the Trusts agree to make), will be available for 
inspection by the SEC staff upon the written request for such work 
papers by a senior member of the Division of Investment Management or 
of a Regional Office of the SEC, limited to the Director, an Associate 
Director, the Chief Accountant, the Chief Financial Analyst, any 
Assistant Director, and any Regional Administrator or Associate and 
Assistant Administrator. The initial report of the Expert is a ``report 
on policies and procedures placed in operation'' 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.
    11. 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 various classes 
of shares and the proper allocation of income and expenses among such 
classes of shares and this representation will be concurred with by the 
Expert in the initial report referred to in condition 10 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 10 above. The applicants agree to take immediate 
corrective action if the Expert, or appropriate substitute Expert, does 
not so concur in the ongoing reports.
    12. The prospectuses of the series relating to each class of shares 
will contain a statement to the effect that financial institutions, 
groups, and any other person entitled to receive any compensation for 
selling series shares may receive different levels of compensation for 
selling one particular class of shares over another in a series.
    13. The series' Distributor 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 to agree to conform to these standards. Applicants' compliance 
standards will require the investors eligible to purchase an Indirect 
Investor Class of shares of a non-money series offering such shares to 
invest in the Indirect Investor Class of shares, rather than the Direct 
Investor Classes of shares of such non-money market series. Applicants' 
compliance standards will also require all investors eligible to 
purchase an Indirect Investor Class of shares of a money market series 
offering such shares, to invest in an Indirect Investor Class of shares 
of such money market series.
    14. The conditions pursuant to which the exemptive order is granted 
and the duties and responsibilities of the trustees with respect to the 
Multiple Pricing System will be set forth in guidelines which will be 
furnished to the trustees.
    15. Each Trust will disclose the respective expenses, performance 
data, distribution arrangements, service fees, initial sales loads, 
deferred sales loads, and exchange privilege applicable to each 
Director Investor Class of shares in every prospectus offering any 
Direct Investor Classes of shares. Each Trust will disclose the 
respective expenses, performance data, distribution arrangements, 
service fees, initial sales loads, deferred sales loads, and exchange 
privileges, if any, applicable to each Indirect Investor Class of 
shares in every prospectus offering Indirect Investor Classes of 
shares. The Indirect Investor Classes will be offered solely pursuant 
to separate prospectus(es). The prospectus(es) for the Indirect 
Investor Classes will disclose the existence of the Trust's Direct 
Investor Classes and will identify the entities eligible to purchase 
such shares, and the prospectuses for the Trust's Direct Investor 
Classes will disclose the existence of the Indirect Investor Classes 
and will identify the persons eligible to purchase shares of such 
classes. Each Trust will disclose the respective expenses and 
performance data applicable to all classes in every shareholder report. 
The shareholder reports will contain, in the statement of assets and 
liabilities and statement of operations, information related to the 
trust as a whole generally, and not on a per class basis. Each Trust's 
per share data, however, will be prepared on a per class basis with 
respect to all classes of shares of such Trust. To the extent any 
advertisement or sales literature describes the expenses or performance 
data applicable to any Direct Investor Class of shares, it will also 
disclose the expenses and/or performance data applicable to all Direct 
Investor Classes of shares. Advertising materials reflecting the 
expenses or performance data for the Indirect Investor Classes will be 
available only to Qualified Institutional Investors eligible to 
purchase such Indirect Investor Classes and to the extent any such 
advertisement or sales literature describes the expenses or performance 
data applicable to any one Indirect Investor Class of shares, it will 
also disclose the expenses or performance data applicable to all 
Indirect Investor Classes of shares. The information provided by 
applicants for publication in any newspaper or similar listing of the 
Trusts' asset values and public offering prices for Direct Investor 
Classes of shares will present each class of shares, except the 
Indirect Investor Classes, separately.
    16. Applicants acknowledge that the grant of the exemptive order 
requested by this application will not imply SEC approval, 
authorization, or acquiescence in any particular level of payments that 
the Trust may make pursuant to a rule 12b-1 distribution plans or 
shareholder services plans in reliance on the exemptive order.
    17. Applicants will comply with the provisions of proposed Rule 6c-
10 under the Act, Investment Company Act Release No. 16169 (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. 94-5809 Filed 3-11-94; 8:45 am]
BILLING CODE 8010-01-M