[Federal Register Volume 59, Number 126 (Friday, July 1, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16041]


[[Page Unknown]]

[Federal Register: July 1, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20375; 812-8926]

 

SAFECO Advisor Series Trust, et al.; Notice of Application

June 27, 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: SAFECO Advisor Series Trust (the ``Trust''), SAFECO Asset 
Management Company (``SAM''), and SAFECO Securities, Inc. (``SAFECO 
Securities'').

RELEVANT ACT SECTIONS: Conditional order requested under section 6(c) 
granting an exemption from sections 1(a)(32), 2(a)(35), 18(f), 18(g), 
18(i), 22(c), and 22(d), and rule 22c-1 thereunder.
SUMMARY OF APPLICATION: Applicants seek a conditional order permitting 
applicants to issue multiple classes of shares representing interests 
in the same portfolio of securities, and to assess and, under certain 
circumstances, waive a contingent deferred sales charge (``CDSC'') on 
certain redemptions of the shares. Applicants request that any relief 
granted pursuant to the application also apply to future investment 
companies (a) for which SAM or any person controlling, controlled by, 
or under common control with SAM serves as investment adviser, and/or 
SAFECO Securities or any person controlling, controlled by, or under 
common control with SAFECO Securities serves as principal underwriter; 
and (b) that issue and sell classes of shares on a basis identical in 
all material respects to that described in the application.

FILING DATES: The application was filed on April 7, 1994, and amended 
on June 15, 1994. By letter dated June 24, 1994, counsel, on behalf of 
applicants, 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 July 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 who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, D.C. 
20549. Applicants, SAFECO Plaza, Seattle, Washington 98185.

FOR FURTHER INFORMATION CONTACT: John V. O'Hanlon, Senior Attorney, at 
(202) 942-0578, or C. David Messman, Branch Chief, at (202) 942-0564 
(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. The Trust is a Delaware business trust and an open-and 
diversified management investment company registered under the Act. The 
Trust has established the following investment portfolios: SAFECO 
Advisor Equity Fund, SAFECO Advisor Northwest Fund, SAFECO Advisor 
Intermediate-Term Treasury Fund, SAFECO Advisor U.S. Government Fund, 
SAFECO Advisor GNMA Fund, SAFECO Advisor Municipal Bond Fund, SAFECO 
Advisor Intermediate-Term Municipal Bond Fund, and SAFECO Advisor 
Washington Municipal Bond Fund (together with any future investment 
companies that rely on the requested order, the ``Funds''). None of the 
Funds has commenced offering shares.
    2. SAM or a person controlling, controlled by, or under common 
control with SAM will be the investment manager and administrator for 
each of the Funds. SAFECO Securities or a person controlling, 
controlled by, or under common control with SAFECO Securities will 
serve as the distributor of the shares of each Fund (the 
``Distributor''). Shares of the Funds will be available through 
financial intermediaries that have entered into agreements with the 
Distributor to sell shares.

A. The Multiple Class System

    3. Applicants propose that each Fund be permitted to create an 
unlimited number of classes (the ``Multiple Class System''), which 
would allow each Fund to offer investors the option of purchasing 
shares (a) in connection with a plan or plans adopted pursuant to rule 
12b-1 under the Act (a ``Distribution Plan''); (b) in connection with a 
non-rule 12b-1 shareholder services plan or plans (a ``Shareholder 
Services Plan''); (c) in connection with the allocation of certain 
expenses that are directly atttributable only to a particular class; 
(d) without any Distribution Plan or Shareholder Services Plan 
(collectively, the ``Plans''); (e) subject to varying front-end sales 
charges; (f) subject to varying CDSCs; and/or (g) subject to certain 
conversion features.
    4. With respect to each class, each Fund could enter into one or 
more Distribution Plan agreements and/or Shareholder Services Plan 
agreements (collectively ``Plan Agreements'') with SAM, the 
Distributor, and/or other groups, organizations or institutions 
concerning the provision of certain services to shareholders of that 
class. The expense of payments under a Plan Agreement (``Plan 
Payments'') would be borne entirely by the beneficial owners of the 
class of the Fund to which the Plan Agreement relates.
    5. The provision of distribution services and shareholder services 
under the Plans will complement (and not be duplicative of) the 
services to be provided to each Fund by its manager, investment 
adviser(s), and/or distributor, and by the parties that provide 
custody, transfer agency, and administrative services to each Fund. 
When a class is subject to both a Distribution Plan and a Shareholder 
Services Plan, the provision of services under one Plan will complement 
(and not be duplicative of) the services provided under the other Plan. 
The Funds will comply with Article III, section 26 of the Rules of Fair 
Practice of the National Association of Securities Dealers, Inc. 
(``NASD'') with respect to fees under a Plan.
    6. The expenses of the Trust that cannot be attributed directly to 
any one Fund (``Trust Expenses'') generally will be allocated to each 
Fund based on the relative net assets of the Funds. Certain expenses 
that may be attributable to a particular Fund, but not a particular 
class (``Fund Expenses''), will be allocated to each class based upon 
the relative net assets of the classes. Certain expenses may be 
attributable to a particular class of a Fund (``Class Expenses''). All 
such Class Expenses incurred by a class will be charged directly to the 
net assets of that particular class, and thus will be borne on a pro 
rata basis by the outstanding shares of such class.
    7. SAM may choose to reimburse or waive Class Expenses on certain 
classes of a Fund on a voluntary, temporary basis. Class Expenses are 
by their nature specific to a given class and obviously expected to 
vary from one class to another. Applicants thus believe that it is 
acceptable and consistent with shareholder expectations to reimburse or 
waive Class Expenses at different levels for different classes of the 
same Fund.
    8. In addition, SAM may waive or reimburse Trust Expenses and/or 
Fund Expenses (with or without a waiver or reimbursement of Class 
Expenses), but only if the same proportionate amount of Trust Expenses 
and/or Fund Expenses are waived or reimbursed for each class of the 
Fund. Thus, any Trust Expenses that are waived or reimbursed would be 
credited to each class of a Fund based on the relative net assets of 
the classes. Similarly, any Fund Expenses that are waived or reimbursed 
would be credited to each class of that Fund according to the relative 
net assets of the classes.
    9. Because Plan Payments and other Class Expenses will be borne 
exclusively by the class to which they are attributable, the net income 
of (and dividends payable to) each class within a Fund may be 
different. Dividends paid to each class of shares in a Fund, however, 
will be declared and paid on the same days and at the same times, and, 
except with respect to Plan Payments and Class Expenses, will be 
determined in the same manner and paid in the same amounts.
    10. Shares of one or more classes subject to a CDSC (``Convertible 
CDSC Shares'') may automatically convert to shares of a class not 
subject to a CDSC (``Non-CDSC Shares'') after a prescribed period of 
time, and thereafter be subject to lower Plan Payments, if any, 
applicable to the Non-CDSC Shares. It is expected that Convertible CDSC 
Shares will convert to Non-CDSC Shares after approximately eight years 
from the purchase date. Non-CDSC Shares will in all cases be subject to 
lower aggregate Plan Payments, if any, and other ongoing Class Expenses 
than Convertible CDSC Shares.
    11. The conversion will be on the basis of the relative net asset 
values of the two classes, without the imposition of any sales or other 
charge except that any asset-based sales or other charge applicable to 
the Non-CDSC Shares would thereafter be applied to the converted 
shares. Convertible CDSC Shares in a shareholder's account that were 
purchased through the reinvestment of dividends and other distributions 
paid in respect of Convertible CDSC Shares will be considered to be 
held in a separate sub-account. Each time any Convertible CDSC Shares 
in the shareholder's account convert to Non-CDSC Shares, a pro rata 
portion of the Convertible CDSC Shares then in the sub-account will 
also convert to Non-CDSC Shares.
    12. The conversion of Convertible CDSC Shares into Non-CDSC Shares 
would be subject to the availability of an opinion by counsel or an 
Internal Revenue Service private letter ruling to the effect that the 
conversion does not constitute a taxable event under federal income tax 
law. The proposed conversion may be suspended if such a ruling or 
opinion is not available. In that event, no further conversions would 
occur and the Convertible CDSC Shares might be subject to higher Plan 
Payments for an indefinite period.
    13. Different classes within a Fund will have different exchange 
privileges. Shares may be exchanged at net asset value for shares of 
the corresponding class of certain other Funds. Exchange privileges 
will comply with rule 11a-3 under the Act.

B. The CDSC

    14. Applicants request that the Funds be permitted to assess a CDSC 
on certain classes of shares. In no event would the CDSC exceed 6% of 
the aggregate purchase payments made by an investor in a CDSC class. 
The CDSC of any particular Fund may be lower than 6%. The amount of the 
CDSC to be imposed in any given instance will depend on the number of 
years elapsed since the investor purchased the shares being redeemed, 
as set forth in the Fund's prospectus. The amount of the CDSC and the 
timing of its imposition may vary among the Funds. 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 amount that represents such percentage of the net 
asset value of the shares at the time of redemption. The CDSC will 
comply, to the extent applicable, with the requirements of Article III, 
Section 26(d) of the Rules of Fair Practice of the NASD.
    15. The CDSC will not be imposed on redemptions of shares that were 
purchased more than six years prior to the redemptions (the ``CDSC 
Period''), or on shares derived from reinvestment of dividends or 
distributions. No CDSC will be imposed on an amount that represents an 
increase in the value of a shareholder's account resulting from capital 
appreciation above the amount paid for shares purchased during the CDSC 
Period. In determining the applicability and rate of any CDSC, it will 
be assumed that a redemption is made first of shares representing 
reinvestment of dividends and capital gain distributions, then of 
shares held by the shareholder for a period equal to or greater than 
the CDSC Period, and finally of other shares held by the shareholder 
for the longest period of time. This will result in a charge, if any, 
imposed at the lowest possible rate. No CDSC will be imposed on any 
shares issued prior to the date of the order granting exemptive relief.
    16. Applicants request the ability to waive or reduce the CDSC: (a) 
On redemptions following death or disability, as defined in section 
72(m)(7) of the Internal Revenue Code of 1986, as amended (the 
``Code''), of a shareholder if redemption is made within one year after 
death or disability of a shareholder; (b) in connection with 
distributions from an individual retirement account (``IRA''), or other 
qualified retirement plan, in the limited circumstances described in 
the application; (c) in connection with redemptions of shares purchased 
by current or retired officers, directors or trustees, and current or 
retired employees of the Trust or any other investment company relying 
on the request order, SAFECO Corporation or affiliated companies, and 
by the members of the immediate families of such persons; (d) in 
connection with redemptions made by registered representatives or full 
time employees of brokers and dealers and other financial institutions 
which have entered into dealer agreements with the Distributor, and the 
children, siblings, and parents of such representatives and employees; 
(e) in connection with redemptions of shares made pursuant to a 
shareholder's participation in any systematic withdrawal plan adopted 
by a Fund; (f) in connection with redemptions by large accountholders 
of a Fund's shares; (g) in connection with redemptions effected by 
advisory accounts managed by SAM or any affiliated company; (h) in 
connection with redemptions by tax-exempt employee benefit plans, in 
the limited circumstances described in the application; (i) on 
redemptions effected pursuant to each Fund's right to liquidate a 
shareholder's account if the aggregate net asset value of shares held 
in the account is less than the effective minimum account size; (j) in 
connection with redemptions by banks, trust companies, registered 
investment advisers, and other financial institutions with trust powers 
which use trust funds to purchase shares of a Fund, in the limited 
circumstances described in the application; (k) redemptions made in 
connection with participant-directed exchange between options in an 
employer-sponsored benefit plan; (1) redemptions made for the purpose 
of providing cash to fund a loan to a participant in a tax-qualified 
retirement plan; (m) redemptions made in connection with a distribution 
from any retirement plan or account that involves the return of an 
excess deferral amount pursuant to section 401(k)(8) or section 
402(g)(2) of the Code or the return of excess aggregate contributions 
pursuant to section 401(m)(6) of the Code, any other distribution of 
excess funds permitted to be made without penalty under the Code, and 
any redemption made in connection with a distribution (from a qualified 
profit-sharing or stock bonus plan described in section 401(k) of the 
Code) to a participant or beneficiary under section 401(k)(2)(B)(IV) of 
the Code upon hardship of the covered employee; (n) redemptions made on 
behalf of accounts as to which a financial institution or broker-dealer 
charges an account management fee, where the financial institution or 
broker-dealer has entered into an agreement with the Distributor 
regarding such accounts; (o) redemptions made by or for the benefit of 
states, counties or cities, or any instrumentalities, departments or 
authorities thereof, in the limited circumstances described in the 
application; and (p) redemptions made by any company affiliated with 
SAFECO Corporation.
    17. If a Fund waives or reduces the CDSC, such waiver or reduction 
will be uniformly applied to all offerees of the particular class of 
the Fund's shares. In waiving or reducing the CDSC, the Funds will 
comply with the requirements of rule 22d-1 under the Act. The CDSC will 
be waived or reduced as provided in a Fund's prospectus at the time the 
investor purchased the shares.
    18. Applicants also request the ability to provide a pro rata 
credit of any CDSC paid in connection with a redemption followed by a 
reinvestment effected within a specified period not exceeding 365 days 
from the redemption. Such credit will be paid by the Distributor.

Applicants' Legal Analysis

    1. Applicants request an order under section 6(c) of the Act 
providing an exemption from section 18(f)(1), 18(g), and 18(i) to the 
extent that the proposed Multiple Class System may be deemed to (a) 
result in a ``senior security'' within the meaning of section 18(g) and 
to be prohibited by section 18(f)(1); and/or (b) violate the equal 
voting provisions of section 18(i). Applicants also request an order 
pursuant to section 6(c) providing an exemption from sections 2(a)(32), 
2(a)(35), 22(c), and 22(d) of the Act and rule 22c-1 thereunder, to the 
extent necessary to permit the imposition of a CDSC on certain 
redemptions of shares, and the waiver or reduction of the CDSC in 
certain circumstances.
    2. Applicants state that the Multiple Class System has been 
developed to provide investors with the option within the same Fund of 
choosing to purchase Shares with varying sales load and distribution 
structures. Applicants assert that by implementing the Multiple Class 
System, the Funds may be able to achieve added flexibility in meeting 
the service and investment needs of shareholders and future investors.
    3. Applicants believe that the proposed allocation of expenses and 
voting rights in the manner described in the application is equitable 
and would not discriminate against any group of shareholders. Although 
investors purchasing shares offered in connection with a Plan and/or 
bearing particular Class Expenses would bear the costs associated with 
the related services, they would also enjoy the benefits of those 
services and the exclusive shareholder voting rights with respect to 
matters affecting the applicable Plan. Conversely, investors purchasing 
shares that are not covered by a Plan or not bearing Class Expenses 
would not be burdened with such expenses or enjoy such voting rights.
    4. Applicants state that because the rights and privileges of 
classes with respect to any Fund would be substantially identical, the 
possibility that their interests would ever conflict is remote. The 
proposed arrangement described in the application does not involve 
borrowings and does not affect the Funds' assets or reserves. Nor will 
the proposed arrangement increase the speculative character of the 
shares in a Fund, because all shares will participate in all of the 
Fund's appreciation, income, and expenses. No class of shares will have 
any preference or priority over any other class in a Fund in the usual 
sense (that is, no class will have distribution or liquidation 
preferences with respect to particular assets and no class will be 
protected by any reserve or other account).

Applicants' Conditions

    Applicants agree that the following conditions may be imposed in 
any order granting the requested relief:
    1. Each class of shares of a Fund will represent interests in the 
same portfolio of investments, and be identical in all respects, except 
as set forth below. The only differences between the classes of shares 
of a Fund will relate solely to one or more of the following: (a) 
Expenses assessed to a class pursuant to a Plan, if any, with respect 
to such class; (b) the impact of Class Expenses, which will be limited 
to any or all of the following: (i) transfer agent fees identified as 
being attributable to a specific class of Shares, (ii) stationery, 
printing, postage, and delivery expenses related to preparing and 
distributing materials such as shareholder reports, prospectuses, and 
proxy statements to current shareholders of a specific class, (iii) 
Blue Sky registration fees incurred by a class of shares, (iv) 
Commission registration fees incurred by a class of shares, (v) 
expenses of administrative personnel and services as required to 
support the shareholders of a specific class, (vi) Trustees' fees or 
expenses incurred as a result of issues relating to one class of 
shares, (vii) accounting expenses relating solely to one class of 
shares, (viii) auditors fees, litigation expenses, and legal fees and 
expenses relating to a class of shares, (ix) expenses incurred in 
connection with shareholders meetings as a result of issues relating to 
one class of shares, and (x) any other incremental expenses 
subsequently identified which should be properly allocated to a 
particular class of shares and which, as such, are approved by the 
Commission pursuant to an amended order; (c) the fact that the classes 
will vote separately with respect to matters relating to the Fund's 
Distribution Plan, if any, or any other matters appropriately limited 
to such class(es), except as provided in condition 15 below; (d) the 
different exchange privileges of the classes of shares, if any; (e) the 
designation of each class of shares of a Fund; and (f) certain 
conversion features offered by some of the classes.
    2. The Trustees, including a majority of the Trustees who are not 
interested persons of the Trust (``Independent Trustees''), will have 
approved the Multiple Class System with respect to a particular Fund 
prior to the implementation of the system by that Fund. The minutes of 
the meetings of the Trustees regarding the deliberations of the 
Trustees with respect to the approvals necessary to implement the 
Multiple Class System will reflect in detail the reasons for the 
determination by the Trustees that the proposed Multiple Class System 
is in the best interests of each Fund and its 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 Trustees, 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 the Trustees, and the Trustees 
shall review, at least quarterly, a written report of the amounts so 
expended and the purposes for which such expenditures were made.
    4. If any class will be subject to a Shareholder Services Plan, the 
Plan(s) 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.
    5. On an ongoing basis, the Trustees, pursuant to their fiduciary 
responsibilities under the Act and otherwise, will monitor each Fund, 
as applicable, for the existence of any material conflicts among the 
interests of the classes of its shares, if there is more than one 
class. 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 manager and/or 
Distributor will be responsible for reporting any potential or existing 
conflicts to the Trustees. If such a conflict arises, the Fund's 
investment manager and/or Distributor, at their own expense, will take 
such actions as are necessary to remedy such conflict, including 
establishing a new registered management investment company, if 
necessary.
    6. The Trustees of the Trust will receive quarterly and annual 
statements concerning the amounts expended under the Plans 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 fee for services 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.
    7. Dividends and other distributions paid by a Fund with respect to 
each class of its shares, to the extent any dividends and other 
distributions are paid, will be declared and paid on the same day and 
at the same time, and will be determined in the same manner and will be 
in the same amount, except that the amount of the dividends and other 
distributions declared and paid by a particular class may be different 
from that of another class because Plan Payments made by a class under 
a Plan and other Class Expenses will be borne exclusively by that 
class.
    8. The methodology and procedures for calculating the net asset 
value and dividends and other distributions of the classes and the 
proper allocation of expenses among the classes have been reviewed by 
an expert (the ``Expert'') who has rendered a report to applicants, 
which has been provided to the Commission, stating 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 Funds 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 Commission 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 the Funds which the Funds agree to 
make, will be available for inspection by the Commission staff upon 
written request to the Funds for such 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, and any 
Regional Administrators or Associate or Assistant Administrators. The 
initial report of the Expert is a report on the ``Design of a System,'' 
including policies and procedures related thereto to be placed into 
operation, as defined and described in Statement of Auditing Standards 
(``SAS'') No. 70 of the American Institute of Certified Public 
Accountants (``AICPA'') 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.
    9. Applicants have adequate facilities in place to ensure 
implementation of the methodology and procedures for calculating the 
net asset value and dividends and other distributions of the 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 8 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 8 above. Applicants will take immediate corrective action 
if the Expert or appropriate substitute Expert does not so concur in 
the ongoing reports.
    10. The conditions pursuant to which the exemptive order is granted 
and the duties and responsibilities of the Trustees with respect to the 
Multiple Class System will be set forth in guidelines that will be 
furnished to the Trustees.
    11. Each of the Funds will disclose the respective expenses, 
performance data, distribution arrangements, services, fees, sales 
loads, deferred sales loads, conversion features, and exchange 
privileges applicable to each class of shares in every prospectus, 
regardless of whether all classes of shares are offered through such 
prospectus. Each Fund will disclose the respective expenses and 
performance data applicable to all 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 any advertisement or sales literature describes the expenses 
or performance data applicable to any class of shares, it will also 
disclose the expenses and/or performance data applicable to all classes 
of 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 separately.
    12. The prospectus of each Fund will contain a statement to the 
effect that a salesperson and any other person entitled to receive 
compensation for selling or servicing Fund shares may receive different 
levels of compensation with respect to one particular class of shares 
over another in the Fund.
    13. Applicants acknowledge that the grant of the exemptive order 
requested by the application will not imply Commission approval of, 
authorization of, or acquiescence in any particular level of payments 
that any Fund may make pursuant to a Plan in reliance on the exemptive 
order.
    14. 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.
    15. If a Fund implements any amendment to a Distribution Plan (or, 
if presented to shareholders, adopts or implements any amendment of a 
Shareholder Services Plan) that would increase materially the amount 
that may be borne by the Non-CDSC Shares under the Plan, then existing 
CDSC Shares will stop converting into the Non-CDSC Shares unless the 
holders of a majority of Convertible CDSC Shares, as defined in the 
Act, voting separately as a class, approve the amendment. The Trustees 
shall take such action as is necessary to ensure that existing 
Convertible CDSC Shares are exchanged or converted into a new Class of 
Shares (``New Non-CDSC Shares''), identical in all material respects to 
Non-CDSC Shares as they existed prior to implementation of the 
amendment, no later than the date such shares previously were scheduled 
to convert into Non-CDSC Shares. If deemed advisable by the Trustees to 
implement the foregoing, such action may include the exchange of all 
existing Convertible CDSC Shares for a new class (``New Convertible 
CDSC Shares'') of shares, identical to existing Convertible CDSC Shares 
in all material respects except that the New Convertible CDSC Shares 
will convert into the New Non-CDSC Shares. The New Non-CDSC Shares and 
New Convertible CDSC Shares may be created without further exemptive 
relief. Exchanges or conversions described in this condition shall be 
effected in a manner that the Trustees reasonably believe will not be 
subject to federal taxation. In accordance with condition 5, any 
additional cost associated with the creation, exchange, or conversion 
of the Non-CDSC Shares or New Convertible CDSC Shares shall be borne 
solely by the Fund's investment manager or Distributor. Convertible 
CDSC Shares sold after the implementation of the amendment may convert 
into Non-CDSC Shares subject to the higher maximum payment, provided 
that the material features of the Non-CDSC Shares plan and the 
relationship of such plan to the Convertible CDSC Shares are disclosed 
in an effective registration statement.
    16. The Distributor will adopt compliance standards as to when each 
class of shares may be sold to particular investors. Applicants will 
require all persons selling shares of the Funds to agree to conform to 
such standards.
    17. Applicants will comply with the provisions of proposed rule 6c-
10 under the Act, Investment Company Act Release No. 16169 (November 2, 
1988), as such rule is currently proposed and as it may be reproposed, 
adopted or amended.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-16041 Filed 6-30-94; 8:45 am]
BILLING CODE 8010-01-M