[Federal Register Volume 59, Number 142 (Tuesday, July 26, 1994)] [Unknown Section] [Page 0] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 94-18075] [[Page Unknown]] [Federal Register: July 26, 1994] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Rel. No. IC-20413; 812-8404] Cambridge Series Trust, et al.; Notice of Application July 18, 1994 AGENCY: Securities and Exchange Commission (the ``SEC''). ACTION: Notice of application for exemption under the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- SUMMARY: Cambridge Series Trust, Cash Resource Trust, and Mentor Series Trust (collectively, the ``Trusts''), Cambridge Investment Advisors, Inc. (``Cambridge Advisors''), Cambridge Distributors, Inc. (``Cambridge Distributors''), Charter Asset Management, Inc. (``Charter''), Commonwealth Investment Counsel, Inc. (``Commonwealth''), Wellesley Advisors, Inc. (``Wellesley''), and Wheat, First Securities, Inc. (``Wheat First''). RELEVANT ACT SECTIONS: Order requested under section 6(c) granting a conditional exemption 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 permitting certain open-end management investment companies to issue multiple classes of shares representing interests in the same portfolio of securities, and assess and, under certain circumstances, waive a contingent deferred sales charge (``CDSC'') on certain redemptions of the shares. FILING DATES: The application was filed on May 14, 1993, and amended on December 5, 1993, April 18, 1994 and July 15, 1994. 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 August 12, 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 5th Street NW., Washington, DC 20549. Applicants, 901 East Byrd Street, Richmond, Virginia 23219. FOR FURTHER INFORMATION CONTACT: Felice R. Foundos, Senior Attorney, at (202) 942-0571, or Robert A. Robertson, 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. Each of the Trusts is an open-end management investment company registered under the Act and each is a series company. Each existing or future series of the Trusts are referred to herein as the ``Funds.'' 2. Cambridge Distributors, a wholly-owned subsidiary of WFS Financial Corporation, Inc. (``WFSC''), serves as principal underwriter for Cambridge Series Trust and Cash Resource Trust. Wheat First, a wholly-owned subsidiary of WFSC, serves as principal underwriter to Mentor Series Trust. Cambridge Advisors, a wholly-owned subsidiary of Investment Management Group, Inc. (``Investment Management''), which in turn is a wholly-owned subsidiary of WFSC, serves as investment manager to Cambridge Series Trust and Cash Resource Trust. Charter, a wholly- owned subsidiary of Investment Management, serves as investment adviser and administrator to Mentor Growth Fund, a series of Mentor Series Trust. Commonwealth, a wholly-owned subsidiary of Investment Management, serves as a sub-adviser to each of the series in the Cash Resource Trust. Lastly, Wellesley, a wholly-owned subsidiary of Investment Management, serves as investment adviser to the Mentor Strategy Fund, a series of the Mentor Series Trust. 3. Applicants request that any order also apply to shares of any future open-end investment company advised by Cambridge Advisors, Charter, Commonwealth, or Wellesley or an entity controlled by, or under common control with any of them, or for which Cambridge Distributors or Wheat First or any entity controlled by or under common control with either of them serves as principal underwriter and that (a) hereafter becomes part of the same group of investment companies as that term is defined in rule 11a-3 under the Act, and (b) issues classes of shares that are identical in all material respects to the shares described in this application.\1\ --------------------------------------------------------------------------- \1\Certain existing investment companies within the same group of investment companies, as defined in rule 11a-3, have not signed the application and currently do not intend to rely on the requested relief. In the future, such investment companies may rely on any order granted pursuant to this application if they determine to create multiple classes of shares in compliance with the requirements and conditions therein. --------------------------------------------------------------------------- 4. Pursuant to a prior order, the Cambridge Series Trust Funds currently offer two classes of shares, Class A and Class B, which have the same characteristics as the corresponding Classes A and B described below.\2\ Pursuant to another order, the Funds of the Mentor Series Trust (other than the Mentor Short-Duration Income Fund) currently offer their shares subject to a CDSL.\3\ Each of those Funds will rely on the exemptive order granted pursuant to this application. The Funds of the Cash Resources Trust are money market funds and offer their shares at net asset value. --------------------------------------------------------------------------- \2\See Federated Securities Corp., Investment Company Act Release Nos. 17645 (Aug. 2, 1990) (notice) and 17715 (Aug. 30, 1990) (order). Applicants represent that the Cambridge Series Trust had assessed a 1% redemption fee in reliance on a staff no-action position expressed in Flag Investors Fund, Inc. (pub. avail. Oct. 1, 1984). Applicants acknowledge that they may not rely on Flag after March 22, 1994 and that any fee charged upon redemption to cover distribution expenses after such date must be provided for in an exemptive order. \3\See Southeastern Growth Fund, Inc., Investment Company Act Release Nos. 14480 (Apr. 22, 1985) (notice) and 14550 (May 31, 1985) (order). Mentor Short-Duration Income Fund shares are offered without any sales loads. --------------------------------------------------------------------------- 5. Applicants seek an order to permit each of the Funds to offer multiple classes of shares (the ``Multiple Class System''). The Funds initially will issue four classes of shares (``Class A,'' ``Class B,'' ``Class C,'' and ``Class D''). 6. Class A shares will be offered at net asset value plus a front- end sales load. Class A shares also will be subject to a CDSC of up to 1% under certain circumstances described below. In addition, Class A shares would be subject to a non-rule 12b-1 shareholder servicing expense of up to .25% of the average daily net assets of the class annually. 7. Class B shares will be offered without a front-end sales load, but subject to a CDSC at an expected rate of up to 1% on redemptions within the first year after purchase. In addition, the shares will bear rule 12b-1 distribution fees of up to .75% (.50% in the case of some Funds) and a non-rule 12b-1 shareholder servicing expense of up to .25% of the average daily net assets of the class annually. 8. Class C shares would be sold subject to a CDSC, as described below. In addition, Class C shares will bear rule 12b-1 distribution fees of up to .75%, and a non-rule 12b-1 shareholder servicing expense of up to .25% of the average daily net assets of the class annually. Class C will automatically convert into Class A shares after a specified period (currently expected to be six years) from the date of purchase. 9. Class D shares will be offered without any sales loads or rule 12b-1 fees. Class D shares also will bear certain other expenses that may be lower than the comparable expenses borne by Class A, Class B, and Class C shares. These expenses are of three types: (a) administrative services fees, (b) transfer agency fees, and (c) Blue Sky and prospectus costs. Class D shares will be offered only to certain qualified institutional investors that wish to make very large investments. Investors eligible to purchase Class D shares include tax qualified employee benefit plans, endowments, foundations, and other tax-exempt organizations and certain insurance company separate accounts.\4\ --------------------------------------------------------------------------- \4\The minimum initial investment amount is $1,000 for Class A, Class B and Class C shares and $1,000,000 for Class D shares. These amounts may be changed from time to time, but it is anticipated that, even if the specific amounts change, the Class A, Class B, and Class C shares would continue to have a low minimum investment, while Class D shares would have a much higher minimum investment. --------------------------------------------------------------------------- 10. In the case of certain Funds, the administrative service fee may be charged at a higher annual percentage rate of the average daily net assets of the Class A, Class B, Class C shares than of the Class D shares. This fee will be payable to an administrator approved by the Trustees pursuant to an administrative services agreement with each Fund, in consideration of certain administrative personnel, facilities, and services furnished by the administrator, including (among others) shareholder relations services and oversight and supervision of the activities of the Fund's transfer agent. These services do not include investment advisory services or distribution services, which are provided separately under the Fund's investment advisory and distribution agreements with its principal underwriter or investment adviser. Class A, Class B, and Class C shareholders will be offered an array of services that are not likely to be available to all Class D shareholders, such as automatic investment plans, systematic withdrawal plans, rights of accumulation, sales load discounts for quantity purchases, and letter of intent purchase arrangements. 11. Applicants also seek to issue additional classes of shares. The terms of these classes may differ from the Class A, Class B, Class C, and Class D shares only in the following respects: (a) the impact of the disproportionate payments made under the rule 12b-1 distribution plan and the shareholder services plan, and any ``Identifiable Class Expenses'' which are limited to (i) transfer agency fees 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; (iii) Blue Sky registration fees incurred by a class of shares; (iv) SEC registration fees incurred by a class of shares; (v) administrative services fees payable under each class's respective administration services agreement, if any, and (vi) any other incremental expenses subsequently identified that should be properly allocated to one class which shall be approved by the Commission pursuant to an amended order; (b) voting rights on matters which pertain to rule 12b-1 plans except as provided in condition 2 below; (c) the different exchange privileges of the classes of shares; (d) the designation of each class of shares of a Fund; and (e) the fact that only certain classes will have a conversion feature. Shares of different classes also may be sold under different sales arrangements and have different minimum investment amounts. 12. The net asset value of all outstanding shares of all classes of a Fund will be computed by allocating gross income and expenses to each class based on the net assets attributable to each class, except for rule 12b-1 fees, shareholder servicing expenses, and Identifiable Class Expenses. 13. Class C shares and shares of classes created in the future which are identical in all material respects to the Class C shares, will automatically convert into Class A shares or shares or classes created in the future which are identical in all material respects to the Class A shares, after a specified period (not to exceed six years) following the purchase date as provided below. Class C shares acquired by exchange from Class C shares of another Fund will convert into Class A shares based on the time of the initial purchase. Class C shares purchased through the reinvestment of dividends and other distributions paid in respect of Class C shares will convert into Class A shares at the same time as the shares with respect to which they were purchased are converted. The conversion of Class C shares to Class A shares is subject to the continuing availability of a ruling from the Internal Revenue Service or an opinion of counsel that such conversions will not constitute taxable events for federal tax purposes. There can be no assurance that such ruling or opinion will be available, and the conversion of Class C shares to Class A shares will not occur if such ruling or opinion is not available. In such event, Class C shares would continue to be subject to higher expenses than Class A shares for an indefinite period. 14. Applicants expect that shares of each Fund may be exchanged for shares of the same respective class in any other Fund, without payment of an additional sales charge. In addition, shares of each class may in the future be exchangeable for shares of money market funds in the Wheat First/Cambridge fund group which are not covered by this application. All exchange privileges applicable to each class will comply with rule 11a-3 under the Act. 15. Applicants also seek an order to permit the Funds to assess a CDSC on redemptions of certain classes of shares, and to permit the Funds to waive the CDSC on redemptions of certain shares. 16. Class A shares purchased in an amount greater than a specified amount (currently expected to be $1 million) would be subject to a CDSC 1% for redemptions made within four years from the date of purchase. In addition, Class A shares would be subject to a CDSC at an expected rate of up to 1% on shares purchased without a sales charge with the proceeds from the redemption or sale of shares of another investment company (which redemption did not result in the payment by the investor of a CDSC), and redeemed within a specified period (currently expected to be four years) from the date of purchase. Applicants will take such steps as may be necessary to determine that the shareholder has not paid a deferred sales load, fee, or other charge in connection with the redemption of shares of such other open-end investment company, including, without limitation, requiring the shareholder to provide a written representation that neither a deferred sales load, fee, nor other charge was imposed upon the redemption, and, in addition, either (a) requiring such shareholder to provide an activity statement reflecting the redemption that supports the shareholder's representation or (b) reviewing a copy of the current prospectus of the other open-end investment company and determining that such company does not impose a deferred sales load, fee, or other charge in connection with the redemption of shares. 17. Class B shares will be subject to a CDSC at a fixed rate (currently expected to be 1%) on shares redeemed during the first year after purchase. Class C shares will be subject to a variable rate CDSC (declining over time) for a period of several years after purchase. Applicants currently expect that the percentage of the CDSC generally will vary from 6% for redemptions made during the first year from initial purchase to 1% for redemptions made during the sixth year from purchase. 18. No CDSC would be imposed with respect to: (a) redemptions of shares that were purchased more than a specified number of years prior to the redemptions; (b) shares derived from reinvestment of dividends or capital gain distributions; or (c) the amount that represents an increase in the value of the shareholder's account resulting from capital appreciation. 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. 19. 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 and then of other shares held by the shareholder for the longest period of time. This will result in the charge, if any, being imposed at the lowest possible rate. In addition, redemption requests placed by shareholders who own shares of more than one class will be satisfied first by redeeming the shareholder's shares of the class or classes not subject to a CDSC, unless the shareholder has specifically elected to redeem shares which are subject to a CDSC. 20. The CDSC would be waived for the following redemptions: (a) Following the death or disability, as defined in section 72(m) (7) of the Internal Revenue Code of 1986, of a shareholder if redemption is made within one year of death or disability of a shareholder, (b) in connection with distributions pursuant to a systematic withdrawal plan established by a Fund, (c) in connection with a lump-sum or other distributions following retirement, separation of service (except in the case of an IRA) or, in the case of an IRA of Keogh Plan or a custodial account purchase to section 403(b) (7) of the Code, after attaining age 59\1/2\, (d) in connection with involuntary redemptions of shares in accounts with low balances, (e) resulting 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, and (f) of shares bought by (i) a Fund's Trustees or retired Trustees (or their family members), current and retired employees (and their families) of a Fund's investment adviser or principal underwriter and their affiliates, partnerships or trusts in which any of the foregoing has an interest, (ii) registered representatives and other employees (and their families) of broker-dealers having sales agreements with a principal underwriter of a Fund or its affiliates, (iii) employees (and their families) of financial institutions having sales or servicing agreements with a principal underwriter of a Fund or its affiliates, (iv) financial institution trust departments investing a minimum amount, as specified in the fund's prospectus, in a Fund or in funds within the same family of funds (as such term is defined in rule 11a-3 under the Act), (v) clients of administrators of tax-qualified plans having purchase agreements with the principal underwriter of a Fund or its affiliates, (vi) employee benefit plans of companies with a minimum number of employees as specified in the applicable Fund's prospectus, (vii) pension or profit-sharing plans sponsored by a Fund's principal underwriter or an affiliate or of which the principal underwriter or an affiliate serves as plan fiduciary, (viii) wrap accounts for the benefit of clients of financial planners offering shares of the Fund pursuant to written agreements between such financial planners and a Fund's principal underwriter or an affiliate, and (ix) tax-qualified plans when proceeds from repayments of loans to participants are invested (or reinvested) in Funds within the same family of funds. If the Funds waive or reduce a CDSC, such waiver or reduction will be uniformly applied to all offerees in the category specified. Applicants' Legal Analysis 1. Applicants request an exemption under section 6(c) from sections 18(f), 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. 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 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. Applicants' Conditions Applicants agree that the 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 Fund and be identical in all respects, except as set forth below. The only differences among the various classes of shares of the same Fund will relate solely to: (a) The impact of the disproportionate payments made under the rule 12b-1 distribution plan and the shareholder services plan, and any Identifiable Class Expenses which are limited to (i) transfer agency fees 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; (iii) Blue Sky registration fees incurred by a class of shares; (iv) SEC registration fees incurred by a class of shares; (v) administrative services fees payable under each class's respective administrative services agreement, if any, and (vi) any other incremental expenses subsequently identified that should be properly allocated to one class which shall be approved by the Commission pursuant to an amended order; (b) voting rights on matters which pertain to rule 12b-1 plans except as provided in condition 2 below; (c) the different exchange privileges of the classes of shares; (d) the designation of each class of shares of a Fund; and (e) the fact that only certain classes will have a conversion feature. 2. If a Fund implements any amendments 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''), shares of the class that will convert (the ``Purchase Class'') will stop converting into the Target Class 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 (the ``New Target Class''), identical in all material respects to the Target Class as it existed prior to implementation of the proposal, no later than the date such shares previously were scheduled to convert into the Target Class. 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 (the ``New Purchase Class''), identical to existing Purchase Class shares in all material respects except that the New Purchase Class will convert into the New Target Class. The New Target Class or the New Purchase Class may be formed 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 6, any additional cost associated with the creation, exchange, or conversion of the New Target Class or the New Purchase Class shall be borne solely by the investment adviser or principal underwriter of the Trust in question. The Purchase Class shares sold after the implementation of the proposal may convert into the 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 the Trusts, including a majority of the independent Trustees, shall have approved the Multiple Class System prior to the implementation of the Multiple Class System by a particular Fund. The minutes of the meetings of the Trustees regarding their deliberations with respect to the approvals necessary to implement the Multiple Class System will reflect in detail the reasons for determining that the Multiple Class System is in the best interests of both the Funds and their respective shareholders. 5. The initial determination of the Identifiable Class Expenses that will be allocated to a particular class of a Fund and any subsequent changes thereto will be reviewed and approved by a vote of the Trustees, including a majority of the independent Trustees. Any person authorized to direct the allocation and disposition of monies paid or payable by the Fund to meet Identifiable Class Expenses, rule 12b-1 fees and shareholder servicing fees 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. 6. On an ongoing basis, the Trustees, pursuant to their fiduciary responsibilities under the Act and otherwise, will monitor each Fund for the existence of any material conflicts among the interests of the various classes of shares. The 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 Trust's investment adviser and principal underwriter will be responsible for reporting any potential or existing conflicts to the Trustees. If a conflict arises, the investment adviser and the principal underwriter at their own costs will remedy the conflict up to and including establishing a new registered management investment company. 7. The Trustees of the Trusts 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 expenditures properly attributable to the sale or servicing of a class of shares will be used to support any distribution or servicing fee charged to shareholders of such class of shares. Expenditures not related to the sale or servicing of a particular class of shares 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. Each 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 need not enjoy the voting rights specified in rule 12b-1. 9. Dividends paid by a Fund 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, and on the same day and will be in the same amount, except that fee payments made under the rule 12b-1 plans relating to a particular class of shares will be borne exclusively by such class and except that any Identifiable Class Expense and shareholder servicing expenses will be borne exclusively by the applicable class of shares. 10. 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 various classes have 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) 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 Funds 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 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 the written request for these work papers by a senior member of the Division of Investment Management or of a Regional Office of the Commission, limited to the Director, an Associate Director, the Chief Accountant, the Chief Financial Analyst, 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 and distributions among the various classes of shares and the proper allocation of 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 Funds will contain a statement to the effect that a salesperson and any other person entitled to receive any compensation for selling or servicing Fund shares may receive different compensation with respect to one particular class of shares over another in the Fund. 13. Each Trust's principal underwriter 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 these standards. 14. The conditions pursuant to which the exemptive order is granted and the duties and responsibilities of the Trustees of the Funds with respect to the Multiple Class System will be set forth in guidelines which will be furnished to the Trustees. 15. Each Fund will disclose the respective expenses, performance data, distribution arrangements, services, fees, sales loads, deferred sales loads, and exchange privileges applicable to each class of shares in every prospectus regardless of whether all classes of shares are offered through each 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 the classes of shares of such Fund. To the extent any advertisement or sales literature describes the expenses or performance data applicable to any class of shares, it will also disclose the respective expenses and/or performance data applicable to all classes of shares. 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. 16. Applicants acknowledge that the grant of the requested exemptive order will not imply Commission approval or authorization of or acquiescence in any particular level of payments that the Funds may make pursuant to rule 12b-1 plans or shareholder services plans in reliance on the order. 17. Applicants will comply with the provisions of proposed rule 6c- 10 under the Act, Investment Company Act Release No. 16619 (November 2, 1988), as the 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. 94-18075 Filed 7-25-94; 8:45 am] BILLING CODE 8010-01-M