
[Federal Register Volume 81, Number 112 (Friday, June 10, 2016)]
[Notices]
[Pages 37654-37656]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-13717]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32139; 812-14501]


Ramius Archview Credit and Distressed Fund and Ramius Advisors, 
LLC; Notice of Application

June 6, 2016.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 18(c) 
and 18(i) of the Act and for an order pursuant to section 17(d) of the 
Act and rule 17d-1 under the Act.

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Summary of Application:  Applicants request an order to permit certain 
registered closed-end management investment companies to issue multiple 
classes of shares of beneficial interest (``Shares'') and to impose 
asset-based service and/or distribution fees and contingent deferred 
sales loads (``CDSCs'').

Applicants:  Ramius Archview Credit and Distressed Fund (the ``Fund'') 
and Ramius Advisors, LLC (the ``Adviser'').

Filing Dates:  The application was filed on June 30, 2015, and amended 
on September 3, 2015 and February 4, 2016.

Hearing or Notification of Hearing:  An order granting the requested 
relief 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 July 1, 2016, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, 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:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants, 1200 Prospect 
Street, Suite 400, La Jolla, CA 92037.

FOR FURTHER INFORMATION CONTACT:  Kieran G. Brown, Senior Counsel, at 
(202) 551-6773 or James M. Curtis, Branch Chief, at (202) 551-6712

[[Page 37655]]

(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 an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Fund is a continuously offered closed-end management 
investment company registered under the Act and organized as a Delaware 
statutory trust. The Fund currently serves as the master fund in a 
master-feeder structure with one feeder fund.\1\ If the requested 
relief is granted, the feeder fund will be dissolved promptly and the 
Fund will no longer operate within a master-feeder structure.\2\ The 
Fund's investment objective is to seek to generate consistent, total 
returns while minimizing the risk of loss. The Fund intends to pursue 
its investment objective by investing primarily in debt and equity 
securities, loans, trade claims and derivative instruments of leveraged 
or financially distressed companies. In addition, the Fund will 
typically take long and short positions in securities, loans and 
derivatives.
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    \1\ The feeder fund is Ramius Archview Credit and Distressed 
Feeder Fund.
    \2\ In accordance with the organizational documents of the 
feeder fund and Delaware statutory trust law, no shareholder vote is 
required to liquidate and dissolve the feeder fund.
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    2. The Adviser, a Delaware limited liability company, is registered 
as an investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act''). The Adviser serves as investment adviser to the 
Fund. Foreside Fund Services, LLC, a broker-dealer registered under the 
Securities Exchange Act of 1934 (``1934 Act''), acts as the distributor 
of the Fund.
    3. The Fund continuously offers its Shares \3\ to investors that 
represent that they are ``qualified clients'' within the meaning of 
Rule 205-3 under the Advisers Act (``Qualified Clients''). Shares of 
the Fund are not listed on any securities exchange and do not trade on 
an over-the-counter system such as NASDAQ. Applicants do not expect 
that any secondary market will develop for the Shares.
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    \3\ ``Shares'' includes any other equivalent designation of a 
proportionate ownership interest of the Fund.
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    4. The Fund currently offers a single class of Shares (the 
``Initial Class'') at net asset value per share without a sales load 
and without an annual asset-based service and/or distribution fee. The 
Fund proposes to issue multiple classes of Shares and specifically 
proposes to offer a new Share class (the ``New Class''): (1) Only to 
Qualified Clients; (2) at net asset value plus a front-end sales load 
of up to 3%; and (3) subject to an annual distribution/shareholder fee 
of 0.75%. The front-end sales load and annual distribution/shareholder 
servicing fee to be charged to the New Class Shares will be the same as 
those currently charged to the feeder fund Shares. The Fund intends to 
continue to offer Initial Class Shares, without a sales load and 
without a service and/or distribution fee.
    5. In order to provide a limited degree of liquidity to 
shareholders, the Fund may from time to time offer to repurchase 
Shares, in an amount not to exceed 25% of the Fund's net asset value, 
at their then current net asset value in accordance with rule 13e-4 
under the 1934 Act pursuant to written tenders by shareholders.\4\ 
Repurchases will be made at such times, in such amounts and on such 
terms as may be determined by the Fund's board of trustees (``Board''), 
in its sole discretion.\5\ Repurchases will not commence for at least 
six months following the date of the initial closing for subscriptions 
for Shares. Following such date, the Adviser will recommend to the 
Board (subject to its discretion) that the Fund offer to repurchase 
Shares from shareholders on a quarterly basis.
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    \4\ Likewise, the feeder fund's repurchase offers are conducted 
pursuant to rule 13e-4 under the 1934 Act.
    \5\ Shares are subject to an Early Repurchase Fee at a rate of 
2% of the net asset value of any Shares repurchased by the Fund that 
were held for less than one year. The Early Repurchase Fee will 
equally apply to all shareholders of the Fund, regardless of class, 
consistent with section 18 of the Act and rule 18f-3 under the Act. 
To the extent the Fund determines to waive, impose scheduled 
variations of, or eliminate the Early Repurchase Fee, it will do so 
consistently with the requirements of rule 22d-1 under the Act as if 
the Early Repurchase Fee were a CDSC and as if the Fund were an 
open-end investment company, and the Fund's waiver of, scheduled 
variation in, or elimination of, the Early Repurchase Fee will apply 
uniformly to all shareholders of the Fund.
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    6. Applicants request that the order also apply to any other 
continuously offered registered closed-end management investment 
company existing now or in the future for which the Adviser or any 
entity controlling, controlled by, or under common control with the 
Adviser acts as investment adviser and which provides periodic 
liquidity with respect to its Shares through tender offers conducted in 
compliance with rule 13e-4 under the 1934 Act.\6\
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    \6\ The Fund and any other investment company relying on the 
requested relief will do so in a manner consistent with the terms 
and conditions of the application. Applicants represent that any 
person presently intending to rely on the requested relief is listed 
as an applicant.
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    7. Applicants represent that any asset-based service and/or 
distribution fees will comply with the provisions of rule 2830(d) of 
the Conduct Rules of the National Association of Securities Dealers, 
Inc. (``NASD Conduct Rule 2830'') as if that rule applied to the 
Fund.\7\ Applicants also represent that the Fund will disclose in its 
prospectus, the fees, expenses and other characteristics of each class 
of Shares offered for sale by the prospectus as is required for open-
end multiple class funds under Form N-1A. As is required for open-end 
funds, the Fund will disclose its expenses in shareholder reports, and 
disclose any arrangements that result in breakpoints in or elimination 
of sales loads in its prospectus.\8\ The Fund will also comply with any 
requirements that may be adopted by the Commission or FINRA regarding 
disclosure at the point of sale and in transaction confirmations about 
the costs and conflicts of interest arising out of the distribution of 
open-end investment company shares, and regarding prospectus disclosure 
of sales loads and revenue sharing arrangements as if those 
requirements applied to the Fund and the Distributor.\9\ The Fund will 
contractually require that the Distributor and any other distributor of 
the Fund's Shares comply with such requirements in connection with the 
distribution of Shares of the Fund.
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    \7\ All references to NASD Conduct Rule 2830 include any 
successor or replacement rule that may be adopted by the Financial 
Industry Regulatory Authority (``FINRA'').
    \8\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \9\ See, e.g., Confirmation Requirements and Point of Sale 
Disclosure Requirements for Transactions and Certain Mutual Funds 
and Other Securities, and Other Confirmation Requirement Amendments, 
and Amendments to the Registration Form for Mutual Funds, Investment 
Company Act Release No. 26341 (Jan. 29, 2004) (proposing release).
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    8. The Fund will allocate all expenses incurred by it among the 
various classes of Shares based on the net assets of the Fund 
attributable to each class, except that the net asset value and 
expenses of each class will reflect distribution fees, service fees, 
and any other incremental expenses of that class. Expenses of the Fund 
allocated to a particular class of Shares will be borne on a pro rata 
basis

[[Page 37656]]

by each outstanding Share of that class. Applicants state that the Fund 
will comply with the provisions of rule 18f-3 under the Act as if it 
were an open-end investment company.
    9. In the event the Fund imposes a CDSC, the applicants will comply 
with the provisions of rule 6c-10 under the Act, as if that rule 
applied to closed-end management investment companies. With respect to 
any waiver of, scheduled variation in, or elimination of the CDSC, the 
Fund will comply with rule 22d-1 under the Act as if the Fund were an 
open-end investment company.

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of Shares of the Fund may be prohibited by section 
18(c).
    2. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that permitting multiple classes of Shares of 
the Fund may violate section 18(i) of the Act because each class would 
be entitled to exclusive voting rights with respect to matters solely 
related to that class.
    3. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule under the Act, if and to the extent 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. Applicants request an exemption under section 
6(c) from sections 18(c) and 18(i) to permit the Fund to issue multiple 
classes of Shares.
    4. Applicants submit that the proposed allocation of expenses and 
voting rights among multiple classes is equitable and will not 
discriminate against any group or class of shareholders. Applicants 
submit that the proposed arrangements would permit the Fund to 
facilitate the distribution of its Shares and provide investors with a 
broader choice of shareholder options. Applicants assert that the 
proposed closed-end investment company multiple class structure does 
not raise the concerns underlying section 18 of the Act to any greater 
degree than open-end investment companies' multiple class structures 
that are permitted by rule 18f-3 under the Act. Applicants state that 
the Fund will comply with the provisions of rule 18f-3 as if it were an 
open-end investment company.

 CDSCs

    Applicants believe that the requested relief meets the standards of 
section 6(c) of the Act. Rule 6c-10 under the Act permits open-end 
investment companies to impose CDSCs, subject to certain conditions. 
Applicants state that any CDSC imposed by the Fund will comply with 
rule 6c-10 under the Act as if the rule were applicable to closed-end 
investment companies. The Fund also will disclose CDSCs in accordance 
with the requirements of Form N-1A concerning CDSCs as if the Fund were 
an open-end investment company. Applicants further state that the Fund 
will apply the CDSC (and any waivers, scheduled variations or 
eliminations of the CDSC) uniformly to all shareholders in a given 
class and consistently with the requirements of rule 22d-1 under the 
Act.

Asset-Based Service and/or Distribution Fees

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company or an 
affiliated person of such person, acting as principal, from 
participating in or effecting any transaction in connection with any 
joint enterprise or joint arrangement in which the investment company 
participates unless the Commission issues an order permitting the 
transaction. In reviewing applications submitted under section 17(d) 
and rule 17d-1, the Commission considers whether the participation of 
the investment company in a joint enterprise or joint arrangement is 
consistent with the provisions, policies and purposes of the Act, and 
the extent to which the participation is on a basis different from or 
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section 
17(d) and rule 17d-1 to permit open-end investment companies to enter 
into distribution arrangements pursuant to rule 12b-1 under the Act. 
Applicants request an order under section 17(d) and rule 17d-1 under 
the Act to permit the Fund to impose asset-based service and/or 
distribution fees. Applicants have agreed to comply with rules 12b-1 
and 17d-3 as if those rules applied to closed-end investment companies.

Applicants' Condition

    The applicants agree that any order granting the requested relief 
will be subject to the following condition:
    Applicants will comply with the provisions of rules 6c-10, 12b-1, 
17d-3, 18f-3 and 22d-1 under the Act, as amended from time to time or 
replaced, as if those rules applied to closed-end management investment 
companies, and will comply with NASD Conduct Rule 2830, as amended from 
time to time, as if that rule applied to all closed-end management 
investment companies.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-13717 Filed 6-9-16; 8:45 am]
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