[Federal Register Volume 59, Number 224 (Tuesday, November 22, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-28735]


[[Page Unknown]]

[Federal Register: November 22, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20705; 812-9196]

 

AFD Exchange Reserves, et al.; Notice of Application

November 15, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for Exemption under the investment 
Company Act of 1940 (the ``Act'').

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applicants: AFD Exchange Reserves, The Alliance Fund, Inc., The 
Alliance Portfolios, Alliance All-Asia Investment Fund, Inc., Alliance 
Balanced Shares, Inc., Alliance Bond Fund, Inc., Alliance Counterpoint 
Fund, Alliance Global Dollar Government Fund, Inc., Alliance Global 
Small Cap Fund, Inc., Alliance Growth and Income Fund, Inc., Alliance 
Income Builder Fund, Inc., Alliance International Fund, Alliance 
Mortgage Securities Income Fund, Inc., Alliance Mortgage Strategy 
Trust, Inc., Alliance Multi-Market Strategy Trust, Inc., Alliance 
Municipal Income Fund, Inc., Alliance Municipal Income Fund II, 
Alliance New Europe Fund, Inc., Alliance North American Government 
Income Trust, Inc., Alliance Premier Growth Fund, Inc., Alliance Quasar 
Fund, Inc., Alliance Short-Term Multi-Market Trust, Inc., Alliance 
Technology Fund, Inc., Alliance Utility Income Fund, Inc., Alliance 
Worldwide Privatization Fund, Inc. (individually a ``Fund'' and 
collectively the ``Funds''), Alliance Capital Management L.P. (the 
``Adviser'') and Alliance Fund Distributors, Inc. (the 
``Distributor''). Applicants request that any order apply to all future 
series of the Funds, or any registered open-end investment companies 
that are part of the same group of investment companies and (a) whose 
investment adviser is Adviser or an investment adviser that is under 
common control with Adviser, (b) whose principal underwriter is 
Distributor or a principal underwriter that is under common control 
with Distributor, (c) which hold themselves out to investors as being 
related for purposes of investment and investor services, and (d) whose 
shares are divided into up to four classes of securities whose sales 
load, CDSC, rule 12b-1 fees, exchange privileges, conversion feature 
and differences in voting rights are identical to those in the 
application.\1\
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    \1\A registered open-end investment company of the same group of 
investment companies as the Funds includes such a company organized 
in the future and such a company that is currently registered whose 
board of directors or trustees in the future determines to establish 
a distribution system pursuant to which up to four classes of shares 
may be offered and sold as described in the application. Any such 
series or companies will be subject to each of the conditions 
contained in the application.

relevant act sections: Exemptions requested pursuant to section 6(c) of 
the Act for an order exempting applicants from sections 2(a)(32), 
2(a)(35), 18(f), 18(g), 18(i), 22(c) and 22(d) of the Act and rule 22c-
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1 thereunder.

summary of application: Applicants seek an order permitting the Funds 
and future series of the Funds to issue up to four classes of shares 
and to impose a contingent deferred sales charge (``CDSC'') in 
connection with the redemption of shares of the Funds.

filing date: The application was filed on August 23, 1994 and amended 
on October 24, 1994 and November 14, 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 December 9, 
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: Secretay, SEC, 450 Fifth Street N.W., Washington, D.C. 
20549. Applicants, 1345 Avenue of the Americas, New York, New York 
10105.

FOR FURTHER INFORMATION CONTACT:
Joseph G. Mari, Senior Special Counsel, at (202) 942-0567, or Barry D. 
Miller, Senior Special Counsel, 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 is available for a fee from the 
SEC's Public Reference Branch.

Applicants' Representations

    1. Each Fund is an open-end management investment company 
registered under the Act. Adviser serves as each Fund's investment 
adviser and manager and Distributor acts as the principal underwriter 
of each of the Fund's shares.
    2. The Funds currently are permitted to offer up to three classes 
of shares and to impose a CDSC on certain redemptions of two classes of 
shares and to waive the CDSC in certain circumstances pursuant to prior 
exemptive orders (the ``Prior Orders'').\2\
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    \2\Investment Company Act Release Nos. 17295 (Jan. 12, 1990) 
(notice) and 17330 (Feb. 2, 1990) (order); The Alliance Fund, Inc., 
Invsetment Company Act Release Nos. 18734 (May 27, 1992) (notice) 
and 18805 (June 23, 1992) (order); The Alliance Fund, Inc., 
Investment Company Act Release Nos. 19203 (Dec. 31, 1992) (notice) 
and 19235 (Jan. 26, 1993) (order); and The Alliance Fund, Inc., 
Invsetment Company Act Release Nos. 19328 (Mar. 11, 1993) (notice) 
and 19386 (Apr. 6, 1993) (order).
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    3. Applicants seek on order, which will supersede the Prior Orders, 
to allow the Funds to issue and sell up to four classes of shares 
pursuant to a multiple distribution system (the ``Multiple Distribution 
System''). Under the requested order, applicants may offer (i) ``Class 
A'' shares sold subject to a conventional front-end sales load and a 
rule 12b-1 fee which includes a service fee and, under certain 
circumstances, a CDSC; (ii) ``Class B'' shares sold subject to a CDSC 
(for a period typically within a range of three to six years) and a 
rule 12b-1 fee which includes a service fee; (iii) ``Class C'' shares 
sold subject to a rule 12b-1 fee which includes a service fee and a 
CDSC; and (iv) a class of shares (the ``Class Y'' shares) to be offered 
and sold without any front-end sales load, CDSC or rule 12b-1 fee 
payable by the Fund. Class Y shares will be sold to certain types of 
investors, including certain institutional investors, as described in a 
Fund's prospectus.
    4. Each of the four classes of shares will represent interests in 
the same portfolio of investments of a Fund. Each of the four classes 
of shares will be identical except that
    (i) the rule 12b-1 fees (which include a service fee within the 
meaning of Article III, Section 26 of the Rules of Fair Practice of the 
National Association of Securities Dealers (``NASD'') (``service 
fee'')) payable by the Fund to Distributor will be higher for Class B 
and Class C shares than they will be for Class A shares;
    (ii) the transfer agency costs attributable to each class may 
differ;
    (iii) each class may bear different Class Expenses, as defined in 
condition 1 below;\3\
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    \3\Class expenses include fees under a non-rule 12b-1 
shareholder services plan. None of the Funds currently has adopted a 
non-rule 12b-1 shareholder services plan. Any such plan adopted in 
the future would comply with condition 16 below.
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    (iv) the four classes will have different exchange privileges;
    (v) only Class B shares will have a conversion feature; and
    (vi) each affected class of shares will vote separately as a class 
with respect to the Fund's rule 12b-1 plan and on other matters for 
which separate class voting is appropriate under applicable law; 
provided that, if the Fund submits to a vote of both the Class A 
shareholders and the Class B shareholders an amendment to the Fund's 
rule 12b-1 plan that would materially increase the amount to be paid 
thereunder with respect to the Class A shares, the Class A shareholders 
and the Class B shareholders will vote separately by class.
    5. The distribution structure for all classes of shares will comply 
with the applicable NASD Rules of Fair Practice relating to sales 
charges, including front-end, deferred and asset-based sales charges. 
Additionally, any service fees paid by the Funds will meet NASD 
requirements for the imposition of a service fee.
    6. All Class B shares of the Funds will automatically convert to 
Class A shares a certain number of years after the end of the calendar 
month in which the shareholder's order to purchase was accepted. Such 
number of years, which will depend on the conversion schedule that 
applied at the time the Class B shares were originally purchased, may 
be up to eight. Shares purchased through the reinvestment of dividends 
and other distributions in respect of Class B shares will be treated as 
Class B shares for purposes of the higher rule 12b-1 fee. However, for 
purposes of conversion to Class A shares, all shares in a shareholder's 
account which are purchased through the reinvestment of dividends and 
distributions paid in respect of Class B shares (and which have not 
converted to Class A shares as provided in the following sentence) will 
be considered held in a separate sub-account. Each time any Class B 
shares in the shareholder's account (other than those in the sub-
account referred to in the preceding sentence) convert to Class A 
shares, an equal pro rata portion of the Class B shares in the sub-
account will also convert to Class A shares. The conversion of Class B 
to Class A shares may be suspended if the opinion of counsel obtained 
by the Funds that the conversion does not constitute a taxable event 
under current federal income tax law is no longer available.
    7. Adviser or Distributor may choose to reimburse or waive rule 
12b-1 fees, transfer agency costs or any Class Expenses on certain 
classes on a voluntary, temporary basis. The amount of rule 12b-1 fees, 
transfer agency costs or any Class Expenses waived or reimbursed by 
Adviser or Distributor may vary from class to class. Rule 12b-1 fees, 
transfer agency costs and any 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 rule 
12b-1 fees, transfer agency costs or any Class Expenses at different 
levels for different classes of the same Fund.
    8. In addition, Adviser or Distributor may waive or reimburse Fund 
expenses (with or without a waiver or reimbursement of rule 12b-1 fees, 
transfer agency costs or any Class Expenses) but only if the same 
proportionate amount of Fund expenses are waived or reimbursed for each 
class. Thus, any Fund expenses that are waived or reimbursed would be 
in turn credited to each class of shares of the Fund based on the 
relative net assets of the classes. Fund expenses apply equally to all 
classes of a Fund. Accordingly, it may not be appropriate to waive or 
reimburse Fund expenses at different levels for different classes of a 
Fund.
    9. Adviser's or Distributor's ability to effect any of the waivers 
or reimbursements described above is subject to the Funds' receipt of a 
ruling of the Internal Revenue Service that the effecting of such 
waivers or reimbursements does not result in any Fund's dividends or 
distributions constituting ``preferential dividends'' under the 
Internal Revenue Code.
    10. Under the Multiple Distribution System, each of the four 
classes may be given exchange privileges. Shares of each class 
generally will be permitted to be exchanged only for shares of a class 
with similar characteristics in another Fund. Class Y shares of a Fund 
may be exchangeable for Class Y shares of other Funds and shares of 
certain money market funds sponsored by Adviser. If the aggregate net 
asset value of shares of all Funds held by an investor reaches the 
minimum amount at which an investor in a Fund may purchase Class A 
shares of the Fund at net asset value without a front-end sales load or 
more on or before December 15 in any year, all Class B or Class C 
shares of the Fund held by the investor may be exchanged, at the 
investor's request, at net asset value, without any front-end sales 
load or CDSC, for Class A shares of the Fund. All exchanges that are 
made at other than relative net asset values of the respective 
securities to be exchanged will be made in accordance with rule 11a-3.
    11. Applicants seek an order to permit the Funds to assess a CDSC 
on redemptions of Class A shares sold pursuant to a complete front-end 
sales load waiver applicable to large purchases in addition to a CDSC 
on certain redemptions of Class B and Class C shares and to waive such 
a CDSC in certain circumstances. The CDSC will not be imposed on 
redemptions of shares that were purchased more than a specified period 
(the ``CDSC Period'') prior to their redemption or that were derived 
from the reinvestment of distributions; or on an amount which 
represents an increase in the value of the shareholder's account 
resulting from capital appreciation above the amount paid for shares 
purchased during the period. Any CDSC will be imposed only on the 
lesser of the value of the shares redeemed (exclusive of reinvested 
distributions) or the total cost of such shares. In determining whether 
a CDSC is applicable, it is assumed, unless the shareholder otherwise 
specifically directs, that a redemption is made first of any shares in 
the shareholder's Fund account that are not subject to a CDSC, second 
of shares derived from reinvestment of dividends, third of shares held 
for a period longer than the CDSC Period, and fourth of shares held for 
a period no longer than the CDSC Period. In determining the rate of any 
applicable CDSC, it is assumed that shares held by the investor for the 
longest period of time within the CDSC Period are redeemed. No CDSC 
will be imposed on any shares issued by the Funds prior to the date of 
the order requested by this application except as allowed by the Prior 
Orders.
    12. If a Fund waives or reduces the CDSC, such waiver or reduction 
will be uniformly applied to all offerees in the class specified. In 
waiving or reducing a CDSC, the Funds will comply with the requirements 
of rule 22d-1 under the Act as if such CDSC were a sales load. If the 
Directors/Trustees of a Fund determine to discontinue a waiver of a 
CDSC, the disclosure in the Fund's prospectus will be appropriately 
revised. Any Class A, Class B or Class C shares purchased prior to the 
termination of such waiver would be able to have the CDSC waived as 
provided in the Fund's prospectus as in effect at the time of the 
purchase of such shares.

Applicants' Legal Analysis

    1. Applicants request an exemptive order to the extent the proposed 
issuance and sale of any of the classes of shares might be deemed to 
result in a ``senior security'' within the meaning of section 18(g) of 
the Act and to be prohibited by section 18(f)(1) of the Act and to 
violate the equal voting provisions of section 18(i) of the Act. In 
addition, applicants request 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 Funds to implement the proposed CDSC 
arrangement.
    2. Applicants believe that the proposed allocation of expenses and 
voting rights is equitable and would not discriminate against any group 
of shareholders. The proposed arrangement will not involve borrowing 
and will not affect the Funds' assets or reserves; it also will not 
increase the speculative character of the shares in a Fund, since all 
the shares will participate in all of the Fund's income and all of the 
Fund's expenses (with the exception of the differing rule 12b-1 fees, 
transfer agency costs and Class Expenses, if any) on the basis of the 
relative net assets of the classes.
    3. Under the Multiple Distribution System, mutuality of risk will 
be preserved with respect to all classes of shares in a Fund. Further, 
since all classes of shares will be redeemable at all times, 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, no class 
will have any right to require that lapsed dividends be paid before 
dividends are declared on the class and no class will be protected by 
any reserve or other account).

Applicants' Conditions

    Applicants agree that any order of the Commission granting the 
requested relief shall be subject to the following conditions:
    1. The Class A, Class B, Class C and Class Y 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 Class A, Class B, Class C and Class Y shares of a 
Fund will relate solely to: (a) the impact of the disproportionate rule 
12b-1 fees allocated to each of the Class A, Class B and Class C shares 
of the Fund and the fact that the Class Y shares will not bear any rule 
12b-1 fees; (b) the impact of the disproportionate transfer agency 
costs attributable to each of the Class A, Class B, Class C and Class Y 
shares; (c) the different Class Expenses, if any, which shall be 
limited to the following expenses determined by the Directors/Trustees 
to be attributable to a specific class of shares:
    (i) printing and postage expenses related to preparing and 
distributing materials such as shareholder reports, prospectuses and 
proxy statements to current shareholders of a specific class,
    (ii) Commission registration fees incurred with respect to a 
specific class of shares,
    (iii) blue sky registration fees incurred with respect to a 
specific class of shares,
    (iv) the expenses of administrative personnel and services required 
to support the shareholders of a specific class,
    (v) litigation or other legal expenses relating to a specific class 
of shares,
    (vi) Directors/Trustees fees or expenses incurred as a result of 
issues relating to a specific class of shares,
    (vii) accounting expenses relating to a specific class of shares;
    (viii) any fees imposed pursuant to a non-rule 12b-1 shareholder 
services plan; and
    (ix) any other incremental expenses subsequently identified that 
lawfully may be allocated to one class which shall be approved by the 
Commission pursuant to an amended order; (d) the fact that the Class A, 
Class B and Class C shares will each vote separately as a class with 
respect to the Fund's rule 12b-1 plan and that the Class A, Class B, 
Class C and Class Y shares will each vote separately as a class with 
respect to other matters for which separate class voting is appropriate 
under applicable law, provided that, if the Fund submits to a vote of 
both the Class A shareholders and Class B shareholders an amendment to 
the Fund's rule 12b-1 plan that would materially increase the amount to 
be paid thereunder with respect to the Class A shares, the Class A 
shareholders and the Class B shareholders will vote separately by class 
as provided in condition 2 below; (e) the different exchange privileges 
of the Class A, Class B, Class C and Class Y shares; (f) the fact that 
only Class B shares will have a conversion feature; and (g) the 
designation of each class of shares of the Fund.
    2. If a Fund implements any amendment to its rule 12b-1 plan (or, 
if presented to shareholders, adopts or implements any amendment of a 
non-rule 12b-1 shareholder services plan) that would increase 
materially the amount that may be borne by the Class A shares under the 
plan, existing Class B shares will stop converting into Class A unless 
the Class B shareholders, voting separately by a class, approve the 
proposal. The Directors/Trustees shall take such action as is necessary 
to ensure that existing Class B shares are exchanged or converted into 
a new class of shares (``New Class A''), identical in all material 
respects to Class A as it existed prior to implementation of the 
proposal, no later than such shares previously were scheduled to 
convert into Class A. If deemed advisable by the Directors/Trustees to 
implement the foregoing, such action may include the exchange of all 
existing Class B shares for a new class (``New Class B''), identical to 
existing Class B shares in all material respects except that New Class 
B will convert into New Class A. New Class A or New Class B may be 
formed without further exemptive relief. Exchanges or conversions 
described in this condition shall be effected in a manner that the 
Directors/Trustees reasonably believe will not be subject to federal 
taxation. In accordance with condition 4, any additional cost 
associated with the creation, exchange, or conversion of New Class A or 
New Class B shall be borne solely by the Adviser and the Distributor. 
Class B shares sold after the implementation of the proposal may 
convert into Class A shares subject to the higher maximum payment, 
provided that the material features of the Class A plan and the 
relationship of such plan to the Class B shares are disclosed in an 
effective registration statement.
    3. The Directors/Trustee of each of the Funds, including a majority 
of the independent Directors/Trustees, shall have approved the Multiple 
Distribution System prior to the implementation of the Multiple 
Distribution System by a particular Fund. The minutes of the meetings 
of the Directors/Trustees of each of the Funds regarding the 
deliberations of the Directors/Trustees with respect to the approvals 
necessary to implement the Multiple Distribution System will reflect in 
detail the reasons for determining that the Multiple Distribution 
System is in the best interests of both the Funds and their respective 
shareholders.
    4. On an ongoing basis, the Directors/Trustees of the Funds, 
pursuant to their fiduciary responsibilities under the Act and 
otherwise, will monitor each Fund for the existence of any material 
conflicts among the interests of the four classes of shares. The 
Directors/Trustees, including a majority of the independent Directors/
Trustees, shall take such action as is reasonably necessary to 
eliminate any such conflicts that may develop. Adviser and Distributor 
will be responsible for reporting any potential or existing conflicts 
to the Directors/Trustees. It a conflict arises, Adviser and 
Distributor at their own cost will remedy such conflict up to and 
including establishing one or more new registered management investment 
companies.
    5. The Directors/Trustees of the Funds 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 particular class of 
shares will be used to justify any distribution or service fee charged 
to that class. Expenditures not related to the sale or servicing of a 
particular class will not be presented to the Directors/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 Directors/Trustees in the 
exercise of their fiduciary duties.
    6. Dividends paid by a Fund with respect to its Class A, Class B, 
Class C and Class Y 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 rule 12b-1 fee payments 
relating to each respective class of shares will be borne exclusively 
by that class and any incremental transfer agency costs or Class 
Expenses relating to the Class A, Class B, Class C or Class Y shares 
will be borne exclusively by that class.
    7. The methodology and procedures for calculating the net asset 
value and dividends and distributions of the Class A, Class B, Class C 
and Class Y shares, and the proper allocation of income and expenses 
among the classes, have been reviewed by an expert (the ``Expert''). 
The Expert has rendered a report to applicants, which has been provided 
to the staff of the Commission as Exhibit D to this 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 under the Multiple Distribution System 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 
provide), will be available for inspection by the Commission staff upon 
the written request to the Funds for such work papers by a senior 
member of the Division of Investment Management, limited to the 
Director, an Associate Director, the Chief Accountant, the Chief 
Financial Analyst, an Assistant Director and any Regional 
Administrators or Associate and Assistant Administrators. The initial 
report of the Expert is a ``report on policies and procedures placed in 
operation,'' as defined and described in 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.
    8. The initial determination of Class Expenses, if any, that will 
be allocated to a class and any subsequent changes thereto has been or 
will be reviewed and approved by the Directors/Trustees, including a 
majority of the independent Directors/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 Directors/Trustees, 
and the Directors/Trustees shall review at least quarterly, a written 
report of the amounts so expended and the purposes for which such 
expenditures were made.
    9. Applicants have adequate facilities in place to ensure 
implementation of the methodology and procedures for calculating the 
net asset value and dividends and distributions of the four classes of 
shares and the proper allocation of expenses among the four classes of 
shares. This representation has been concurred with by the Expert in 
the initial report referred to in condition 7 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 7 above. Applicants will take immediate corrective measures 
if the Expert or appropriate Substitute Expert does not so concur in 
the ongoing reports.
    10. The prospectuses of the Funds relating to the Class A, Class B, 
Class C and Class Y shares will contain a statement to the effect that 
a salesperson and any other person may receive different levels of 
compensation for selling or servicing one particular class of shares 
over another in a Fund.
    11. The Distributor will adopt compliance standards as to when 
Class A, Class B, Class C and Class Y shares may appropriately be sold 
to particular investors. Applicants will require all persons selling 
shares of the Funds to agree to conform to such standards.
    12. The conditions pursuant to which the exemptive order is granted 
and the duties and responsibilities of the Directors/Trustees of the 
Funds with respect to the Multiple Distribution System will be set 
forth in guidelines which will be furnished to the Directors/Trustees 
as part of the materials setting forth the duties and responsibilities 
of the Directors/Trustees.
    13. 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. The shareholder reports of each Fund 
will disclose the respective expenses and performance data applicable 
to each class of shares. 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 Class A, Class B, Class C or Class Y 
shares, it will disclose the expenses and/or performance data 
applicable to the four classes. 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 separately Class 
A, Class B, Class C and Class Y shares.
    14. Applicants acknowledge that the grant of the exemptive order 
requested by this application will not imply Commission approval, 
authorization or acquiescence in any particular level of payments that 
the Funds may make pursuant to their rule 12b-1 or non-rule 12b-1 
shareholder services plans in reliance on the exemptive order.
    15. Class B shares will convert into Class A 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.
    16. Any non-rule 12b-1 shareholder services plan adopted by a Fund 
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.
    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. 94-28735 Filed 11-21-94; 8:45 am]
BILLING CODE 8010-01-M