[Federal Register Volume 79, Number 15 (Thursday, January 23, 2014)]
[Notices]
[Pages 3883-3887]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-01254]
[[Page 3883]]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30883; File No. 812-14215]
Nuveen Real Estate Income Fund and Nuveen Fund Advisors, LLC;
Notice of Application
January 16, 2014.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 19(b) of
the Act and rule 19b-1 under the Act.
-----------------------------------------------------------------------
Applicants: Nuveen Real Estate Income Fund (``JRS'') and Nuveen
Fund Advisors, LLC (``NFA'').
Summary of Application: Applicants request an order to permit
certain registered closed-end investment companies to make periodic
distributions of long-term capital gains with respect to their
outstanding common stock as frequently as monthly in any one taxable
year, and as frequently as distributions are specified by or in
accordance with the terms of any outstanding preferred stock that such
investment companies may issue.
DATES: Filing Dates: The application was filed on September 25, 2013
and amended on December 23, 2013.
Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on February 10, 2014 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 Commission's Secretary.
ADDRESSES: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants,
333 West Wacker Drive, Chicago, IL 60606.
FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Senior Counsel, at
(202) 551-6876, or Mary Kay Frech, Branch Chief, at (202) 551-6814
(Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.
Applicants' Representations
1. JRS is registered as a non-diversified, closed-end management
investment company organized as a Massachusetts business trust.\1\ The
investment objective of JRS is high current income and capital
appreciation, which it seeks to achieve by investing in income-
producing common stocks, preferred stocks, convertible preferred
stocks, and debt securities issued by real estate investment trusts
(``REITs''). Shares of the common stock of JRS are listed and traded on
the New York Stock Exchange. JRS currently has no outstanding preferred
stock and does not intend to issue any, but may do so in the future.
Applicants believe that investors in closed-end funds may prefer an
investment vehicle that provides regular current income through fixed
distribution policies that would be available through a Distribution
Policy (as defined below).
---------------------------------------------------------------------------
\1\ All existing registered closed-end investment companies that
currently intend to rely on the order have been named as applicants.
Applicants request that the order also apply to each other
registered closed-end investment company advised or to be advised in
the future by NFA or by an entity controlling, controlled by, or
under common control (within the meaning of section 2(a)(9) of the
Act) with NFA (including any successor in interest) (each such
entity, including NFA, the ``Adviser'') that in the future seeks to
rely on the order (such investment companies, together with JRS, are
collectively, the ``Funds'' and individually, a ``Fund''). Any Fund
that may rely on the order in the future will comply with the terms
and conditions of the application. A successor in interest is
limited to entities that result from a reorganization into another
jurisdiction or a change in the type of business organization.
---------------------------------------------------------------------------
2. NFA, a Delaware limited liability company, is registered under
the Investment Advisers Act of 1940 (the ``Advisers Act'') as an
investment adviser. NFA provides investment advisory services to JRS.
Security Capital Research & Management Incorporated (``SCRM''), a
Delaware corporation, is a registered investment adviser under the
Advisers Act and is the sub-adviser to JRS. Any sub-adviser to a Fund
will be registered as an investment adviser under the Advisers Act or
not subject to registration.
3. Applicants state that prior to a Fund's implementing a
distribution policy (``Distribution Policy'') in reliance on the order,
the board of directors or trustees (the ``Board'') of each Fund,
including a majority of the directors or trustees who are not
``interested persons'' of the Fund, as defined in section 2(a)(19) of
the Act (the ``Independent Trustees''), will request, and the Adviser
will provide, such information as is reasonably necessary to make an
informed determination of whether the Board should adopt a proposed
Distribution Policy. In particular, the Board and the Independent
Trustees will review information regarding the purpose and terms of the
Distribution Policy; the likely effects of the policy on the Fund's
long-term total return (in relation to market price and its net asset
value per share of common stock (``NAV'')); the expected relationship
between the Fund's distribution rate on its common stock under the
policy and the Fund's total return (in relation to NAV); whether the
rate of distribution would exceed such Fund's expected total return in
relation to its NAV; and any foreseeable material effects of the policy
on the Fund's long-term total return (in relation to market price and
NAV). The Independent Trustees also will consider what conflicts of
interest the Adviser and the affiliated persons of the Adviser and the
Fund might have with respect to the adoption or implementation of the
Distribution Policy. Applicants state that, only after considering such
information will the Board, including the Independent Trustees, of each
Fund approve a Distribution Policy and in connection with such approval
will determine that the Distribution Policy is consistent with a Fund's
investment objectives and in the best interests of the holders of the
Fund's common stock.
4. Applicants state that the purpose of a Distribution Policy,
generally, would be to permit a Fund to distribute over the course of
each year, through periodic distributions in relatively equal amounts
(plus any required special distributions) that are composed of payments
received from portfolio companies (REITs), supplemental amounts
generally representing capital gains or, possibly, returns of capital
that may represent unrealized capital gains. The Fund seeks to
establish a distribution rate that approximates the Fund's projected
total return that can reasonably be expected to be generated by the
Fund over an extended period of time, although the distribution rate
will not be solely dependent on the amount of income earned or capital
gains realized by the Fund. Under the Distribution Policy of a Fund,
such Fund would distribute to its respective
[[Page 3884]]
common stockholders a fixed percentage of the market price of such
Fund's common stock at a particular point in time or a fixed percentage
of NAV at a particular time or a fixed amount per share of common
stock, any of which may be adjusted from time to time. It is
anticipated that under a Distribution Policy, the minimum annual
distribution rate with respect to such Fund's common stock would be
independent of the Fund's performance during any particular period but
would be expected to correlate with the Fund's performance over time.
Except for extraordinary distributions and potential increases or
decreases in the amount of the distributions in the final dividend
period in light of a Fund's projected performance for the entire
calendar year and to enable the Fund to comply with the distribution
requirements of Subchapter M of the Internal Revenue Code (``Code'')
for the calendar year, each distribution on the Fund's common stock
would be at the stated rate then in effect.
5. Applicants state that prior to the implementation of a
Distribution Policy for any Fund in reliance on the order, the Board of
such Fund will have adopted policies and procedures under rule 38a-1
under the Act that: (i) are reasonably designed to ensure that all
notices required to be sent to the Fund's stockholders pursuant to
section 19(a) of the Act, rule 19a-1 thereunder and condition 4 below
(each a ``19(a) Notice'') include the disclosure required by rule 19a-1
under the Act and by condition 2(a) below, and that all other written
communications by the Fund or its agents regarding distributions under
the Distribution Policy include the disclosure required by condition
3(a) below; and (ii) require the Fund to keep records that demonstrate
its compliance with all of the conditions of the order and that are
necessary for such Fund to form the basis for, or demonstrate the
calculation of, the amounts disclosed in its 19(a) Notices.
Applicants' Legal Analysis
1. Section 19(b) of the Act generally makes it unlawful for any
registered investment company to make long-term capital gains
distributions more than once every twelve months. Rule 19b-1 limits the
number of capital gains dividends, as defined in section 852(b)(3)(C)
of the Code (``distributions''), that a fund may make with respect to
any one taxable year to one, plus a supplemental distribution made
pursuant to section 855 of the Code not exceeding 10% of the total
amount distributed for the year, plus one additional capital gain
dividend made in whole or in part to avoid the excise tax under section
4982 of the Code.
2. Section 6(c) of the Act provides, in relevant part, that the
Commission may exempt any person or transaction from any provision of
the Act to the extent that such exemption is necessary or appropriate
in the public interest and consistent with the protection of investors
and the purposes fairly intended by the policy and provisions of the
Act.
3. Applicants state that one of the concerns leading to the
enactment of section 19(b) and adoption of rule 19b-1 was that
stockholders might be unable to distinguish between frequent
distributions of capital gains and dividends from investment income.
Applicants state, however, that rule 19a-1 effectively addresses this
concern by requiring that distributions (or the confirmation of the
reinvestment thereof) estimated to be sourced in part from capital
gains or capital be accompanied by a separate statement showing the
sources of the distribution (e.g., estimated net income, net short-term
capital gains, net long-term capital gains and/or return of capital).
Applicants state that similar information is included in the Funds'
annual reports to stockholders and on the Internal Revenue Service Form
1099 DIV, which is sent to each common and preferred stockholder who
received distributions during a particular year.
4. Applicants further state that each Fund will make the additional
disclosures required by the conditions set forth below, and each Fund
will adopt compliance policies and procedures in accordance with rule
38a-1 under the Act to ensure that all required 19(a) Notices and
disclosures are sent to stockholders. Applicants state that the
information required by section 19(a), rule 19a-1, the Distribution
Policy, the policies and procedures under rule 38a-1 noted above, and
the conditions listed below will help ensure that each Fund's
stockholders are provided sufficient information to understand that
their periodic distributions are not tied to a Fund's net investment
income (which for this purpose is the Fund's taxable income other than
from capital gains) and realized capital gains to date, and may not
represent yield or investment return. Accordingly, applicants assert
that continuing to subject the Funds to section 19(b) and rule 19b-1
would afford stockholders no extra protection.
5. Applicants note that section 19(b) and rule 19b-1 also were
intended to prevent certain improper sales practices, including, in
particular, the practice of urging an investor to purchase shares of a
fund on the basis of an upcoming capital gains dividend (``selling the
dividend''), where the dividend would result in an immediate
corresponding reduction in NAV and would be in effect a taxable return
of the investor's capital. Applicants submit that the ``selling the
dividend'' concern should not apply to closed-end investment companies,
such as the Funds.\2\ According to applicants, if the underlying
concern extends to secondary market purchases of shares of closed-end
funds that are subject to a large upcoming capital gains dividend,
adoption of a periodic distribution plan actually helps minimize the
concern by avoiding, through periodic distributions, any buildup of
large end-of-the-year distributions.
---------------------------------------------------------------------------
\2\ Applicants note that a number of the closed-end funds
advised by NFA, including JRS, offer or intend to offer their shares
by means of a shelf registration statement. Shares are or will be
offered in this manner only when they are trading at a premium to
NAV, and not on the basis of an upcoming capital gains dividend,
thus minimizing the likelihood of improper fund share sales
practices. Any such offering of shares of a Fund will be made in
compliance with condition 6 below.
---------------------------------------------------------------------------
6. Applicants also note that the common stock of closed-end funds
often trades in the marketplace at a discount to its NAV. Applicants
believe that this discount may be reduced if the Funds are permitted to
pay relatively frequent dividends on their common stock at a consistent
rate, whether or not those dividends contain an element of long-term
capital gains.
7. Applicants assert that the application of rule 19b-1 to a
Distribution Policy actually could have an inappropriate influence on
portfolio management decisions. Applicants state that, in the absence
of an exemption from rule 19b-1, the adoption of a periodic
distribution plan imposes pressure on management (i) not to realize any
net long-term capital gains until the point in the year that the fund
can pay all of its remaining distributions in accordance with rule 19b-
1, and (ii) not to realize any long-term capital gains during any
particular year in excess of the amount of the aggregate pay-out for
the year (since as a practical matter excess gains must be distributed
and accordingly would not be available to satisfy pay-out requirements
in following years), notwithstanding that purely investment
considerations might favor realization of long-term gains at different
times or in different amounts. Applicants assert that by limiting the
number of long-term capital gain dividends that a Fund may make with
respect to any one year, rule 19b-1 may prevent the normal and
efficient
[[Page 3885]]
operation of a periodic distribution plan whenever that Fund's realized
net long-term capital gains in any year exceed the total of the
periodic distributions that may include such capital gains under the
rule.
8. Applicants also assert that rule 19b-1 may force fixed regular
periodic distributions under a periodic distribution plan to be funded
with returns of capital \3\ (to the extent net investment income and
realized short-term capital gains are insufficient to fund the
distribution), even though realized net long-term capital gains
otherwise would be available. To distribute all of a Fund's long-term
capital gains within the limits in rule 19b-1, a Fund may be required
to make total distributions in excess of the annual amount called for
by its periodic distribution plan, or to retain and pay taxes on the
excess amount. Applicants assert that the requested order would
minimize these anomalous effects of rule 19b-1 by enabling the Funds to
realize long-term capital gains as often as investment considerations
dictate without fear of violating rule 19b-1.
---------------------------------------------------------------------------
\3\ Returns of capital as used in the application means return
of capital for financial accounting purposes and not for tax
accounting purposes.
---------------------------------------------------------------------------
9. Applicants state that Revenue Ruling 89-81 under the Code
requires that a fund that seeks to qualify as a regulated investment
company under the Code and that has both common stock and preferred
stock outstanding designate the types of income, e.g., investment
income and capital gains, in the same proportion as the total
distributions distributed to each class for the tax year. To satisfy
the proportionate designation requirements of Revenue Ruling 89-81,
whenever a fund has realized a long-term capital gain with respect to a
given tax year, the fund must designate the required proportionate
share of such capital gain to be included in common and preferred stock
dividends. Applicants state that although rule 19b-1 allows a fund some
flexibility with respect to the frequency of capital gains
distributions, a fund might use all of the exceptions available under
the rule for a tax year and still need to distribute additional capital
gains allocated to the preferred stock to comply with Revenue Ruling
89-81.
10. Applicants assert that the potential abuses addressed by
section 19(b) and rule 19b-1 do not arise with respect to preferred
stock issued by a closed-end fund. Applicants assert that such
distributions are either fixed or determined in periodic auctions by
reference to short-term interest rates rather than by reference to
performance of the issuer, and Revenue Ruling 89-81 determines the
proportion of such distributions that are comprised of long-term
capital gains.
11. Applicants also submit that the ``selling the dividend''
concern is not applicable to preferred stock, which entitles a holder
to no more than a specified periodic dividend at a fixed rate or the
rate determined by the market, and, like a debt security, is priced
based upon its liquidation preference, dividend rate, credit quality,
and frequency of payment. Applicants state that investors buy preferred
stock for the purpose of receiving payments at the frequency bargained
for, and any application of rule 19b-1 to preferred stock would be
contrary to the expectation of investors.
12. Applicants request an order under section 6(c) of the Act
granting an exemption from the provisions of section 19(b) of the Act
and rule 19b-1 thereunder to permit each Fund to distribute periodic
capital gain dividends (as defined in section 852(b)(3)(C) of the Code)
as frequently as monthly in any one taxable year in respect of its
common stock and as often as specified by, or determined in accordance
with the terms of, any preferred stock issued by the Fund.
Applicants' Conditions
Applicants agree that, with respect to each Fund seeking to rely on
the order, the order will be subject to the following conditions:
1. Compliance Review and Reporting
The Fund's chief compliance officer will: (a) report to the Fund's
Board, no less frequently than once every three months or at the next
regularly scheduled quarterly Board meeting, whether (i) the Fund and
its Adviser have complied with the conditions of the order, and (ii) a
material compliance matter (as defined in rule 38a-1(e)(2) under the
Act) has occurred with respect to such conditions; and (b) review the
adequacy of the policies and procedures adopted by the Board no less
frequently than annually.
2. Disclosures to Fund Stockholders
(a) Each 19(a) Notice disseminated to the holders of the Fund's
common stock, in addition to the information required by section19(a)
and rule 19a-1:
(i) Will provide, in a tabular or graphical format:
(1) the amount of the distribution, on a per share of common stock
basis, together with the amounts of such distribution amount, on a per
share of common stock basis and as a percentage of such distribution
amount, from estimated: (A) Net investment income; (B) net realized
short-term capital gains; (C) net realized long-term capital gains; and
(D) return of capital or other capital source;
(2) the fiscal year-to-date cumulative amount of distributions, on
a per share of common stock basis, together with the amounts of such
cumulative amount, on a per share of common stock basis and as a
percentage of such cumulative amount of distributions, from estimated:
(A) Net investment income; (B) net realized short-term capital gains;
(C) net realized long-term capital gains; and (D) return of capital or
other capital source;
(3) the average annual total return in relation to the change in
NAV for the 5-year period (or, if the Fund's history of operations is
less than five years, the time period commencing immediately following
the Fund's first public offering) ending on the last day of the month
ended immediately prior to the most recent distribution record date
compared to the current fiscal period's annualized distribution rate
expressed as a percentage of NAV as of the last day of the month prior
to the most recent distribution record date; and
(4) the cumulative total return in relation to the change in NAV
from the last completed fiscal year to the last day of the month prior
to the most recent distribution record date compared to the fiscal
year-to-date cumulative distribution rate expressed as a percentage of
NAV as of the last day of the month prior to the most recent
distribution record date. Such disclosure shall be made in a type size
at least as large and as prominent as the estimate of the sources of
the current distribution; and
(ii) Will include the following disclosure:
(1) ``You should not draw any conclusions about the Fund's
investment performance from the amount of this distribution or from the
terms of the Applicants' Distribution Policy'';
(2) ``The Fund estimates that it has distributed more than its
income and net realized capital gains; therefore, a portion of your
distribution may be a return of capital. A return of capital may occur,
for example, when some or all of the money that you invested in the
Fund is paid back to you. A return of capital distribution does not
necessarily reflect the Fund's investment
[[Page 3886]]
performance and should not be confused with `yield' or `income' \4\'';
and
---------------------------------------------------------------------------
\4\ The disclosure in condition 2(a)(ii)(2) will be included
only if the current distribution or the fiscal year-to-date
cumulative distributions are estimated to include a return of
capital.
---------------------------------------------------------------------------
(3) ``The amounts and sources of distributions reported in this
19(a) Notice are only estimates and are not being provided for tax
reporting purposes. The actual amounts and sources of the amounts for
tax reporting purposes will depend upon the Fund's investment
experience during the remainder of its fiscal year and may be subject
to changes based on tax regulations. The Fund will send you a Form
1099-DIV for the calendar year that will tell you how to report these
distributions for federal income tax purposes.''
Such disclosure shall be made in a type size at least as large as
and as prominent as any other information in the 19(a) Notice and
placed on the same page in close proximity to the amount and the
sources of the distribution.
(b) On the inside front cover of each report to stockholders under
rule 30e-1 under the Act, the Fund will:
(i) describe the terms of the Distribution Policy (including the
fixed amount or fixed percentage of the distributions and the frequency
of the distributions);
(ii) include the disclosure required by condition 2(a)(ii)(1)
above;
(iii) state, if applicable, that the Distribution Policy provides
that the Board may amend or terminate the Distribution Policy at any
time without prior notice to Fund stockholders; and
(iv) describe any reasonably foreseeable circumstances that might
cause the Fund to terminate the Distribution Policy and any reasonably
foreseeable consequences of such termination.
(c) Each report provided to stockholders under rule 30e-1 under the
Act and each prospectus filed with the Commission on Form N-2 under the
Act, will provide the Fund's total return in relation to changes in NAV
in the financial highlights table and in any discussion about the
Fund's total return.
3. Disclosure to Stockholders, Prospective Stockholders and Third
Parties
(a) The Fund will include the information contained in the relevant
19(a) Notice, including the disclosure required by condition 2(a)(ii)
above, in any written communication (other than a communication on Form
1099) about the Distribution Policy or distributions under the
Distribution Policy by the Fund, or agents that the Fund has authorized
to make such communication on the Fund's behalf, to any Fund
stockholder, prospective stockholder or third-party information
provider;
(b) The Fund will issue, contemporaneously with the issuance of any
19(a) Notice, a press release containing the information in the 19(a)
Notice and will file with the Commission the information contained in
such 19(a) Notice, including the disclosure required by condition
2(a)(ii) above, as an exhibit to its next filed Form N-CSR; and
(c) The Fund will post prominently a statement on its (or the
Adviser's) Web site containing the information in each 19(a) Notice,
including the disclosure required by condition 2(a)(ii) above, and will
maintain such information on such Web site for at least 24 months.
4. Delivery of 19(a) Notices to Beneficial Owners
If a broker, dealer, bank or other person (``financial
intermediary'') holds common stock issued by the Fund in nominee name,
or otherwise, on behalf of a beneficial owner, the Fund: (a) Will
request that the financial intermediary, or its agent, forward the
19(a) Notice to all beneficial owners of the Fund's stock held through
such financial intermediary; (b) will provide, in a timely manner, to
the financial intermediary, or its agent, enough copies of the 19(a)
Notice assembled in the form and at the place that the financial
intermediary, or its agent, reasonably requests to facilitate the
financial intermediary's sending of the 19(a) Notice to each beneficial
owner of the Fund's stock; and (c) upon the request of any financial
intermediary, or its agent, that receives copies of the 19(a) Notice,
will pay the financial intermediary, or its agent, the reasonable
expenses of sending the 19(a) Notice to such beneficial owners.
5. Additional Board Determinations for Funds Whose Common Stock Trades
at a Premium
If:
(a) The Fund's common stock has traded on the stock exchange that
they primarily trade on at the time in question at an average premium
to NAV equal to or greater than 10%, as determined on the basis of the
average of the discount or premium to NAV of the Fund's shares of
common stock as of the close of each trading day over a 12-week rolling
period (each such 12-week rolling period ending on the last trading day
of each week); and
(b) The Fund's annualized distribution rate for such 12-week
rolling period, expressed as a percentage of NAV as of the ending date
of such 12-week rolling period, is greater than the Fund's average
annual total return in relation to the change in NAV over the 2-year
period ending on the last day of such 12-week rolling period; then:
(i) At the earlier of the next regularly scheduled meeting or
within four months of the last day of such 12-week rolling period, the
Board, including a majority of the Independent Trustees:
(1) will request and evaluate, and the Fund's Adviser will furnish,
such information as may be reasonably necessary to make an informed
determination of whether the Distribution Policy should be continued or
continued after amendment;
(2) will determine whether continuation, or continuation after
amendment, of the Distribution Policy is consistent with the Fund's
investment objective(s) and policies and is in the best interests of
the Fund and its stockholders, after considering the information in
condition 5(b)(i)(1) above; including, without limitation:
(A) whether the Distribution Policy is accomplishing its
purpose(s);
(B) the reasonably foreseeable material effects of the Distribution
Policy on the Fund's long-term total return in relation to the market
price and NAV of the Fund's common stock; and
(C) the Fund's current distribution rate, as described in condition
5(b) above, compared with the Fund's average annual taxable income or
total return over the 2-year period, as described in condition 5(b), or
such longer period as the Board deems appropriate; and
(3) based upon that determination, will approve or disapprove the
continuation, or continuation after amendment, of the Distribution
Policy; and
(ii) The Board will record the information considered by it,
including its consideration of the factors listed in condition
5(b)(i)(2) above, and the basis for its approval or disapproval of the
continuation, or continuation after amendment, of the Distribution
Policy in its meeting minutes, which must be made and preserved for a
period of not less than six years from the date of such meeting, the
first two years in an easily accessible place.
6. Public Offerings
The Fund will not make a public offering of the Fund's common stock
other than:
[[Page 3887]]
(a) a rights offering below NAV to holders of the Fund's common
stock;
(b) an offering in connection with a dividend reinvestment plan,
merger, consolidation, acquisition, spin-off or reorganization of the
Fund; or
(c) an offering other than an offering described in conditions 6(a)
and 6(b) above, provided that, with respect to such other offering:
(i) the Fund's annualized distribution rate for the six months
ending on the last day of the month ended immediately prior to the most
recent distribution record date,\5\ expressed as a percentage of NAV as
of such date, is no more than 1 percentage point greater than the
Fund's average annual total return for the 5-year period ending on such
date; \6\ and
---------------------------------------------------------------------------
\5\ If the Fund has been in operation fewer than six months, the
measured period will begin immediately following the Fund's first
public offering.
\6\ If the Fund has been in operation fewer than five years, the
measured period will begin immediately following the Fund's first
public offering.
---------------------------------------------------------------------------
(ii) the transmittal letter accompanying any registration statement
filed with the Commission in connection with such offering discloses
that the Fund has received an order under section 19(b) to permit it to
make periodic distributions of long-term capital gains with respect to
its shares of common stock as frequently as twelve times each year, and
as frequently as distributions are specified by or determined in
accordance with the terms of any outstanding shares of preferred stock
as such Fund may issue.
7. Amendments to Rule 19b-1
The requested order will expire on the effective date of any
amendment to rule 19b-1 that provides relief permitting certain closed-
end investment companies to make periodic distributions of long-term
capital gains with respect to their outstanding common stock as
frequently as twelve times each year.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-01254 Filed 1-22-14; 8:45 am]
BILLING CODE 8011-01-P