Federal Register - June 24, 2021
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Fuente: Federal Register
Federal Register / Vol. 86, No. 119 / Thursday, June 24, 2021 / Notices SECURITIES AND EXCHANGE
COMMISSION
Investment Company Act Release No.
34300; 81215131
Calamos-Avenue Opportunities Fund and Calamos Avenue Management, LLC
June 14, 2021.
Securities and Exchange Commission Commission.
ACTION: Notice.
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AGENCY:
Notice of an application under section 6c of the Investment Company Act of 1940 the Act for an exemption from sections 18a2, 18c, and 18i of the Act, pursuant to sections 6c and 23c of the Act, granting an exemption from rule 23c3 under the Act, and for an order pursuant to section 17d of the Act and rule 17d1 under the Act.
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 early withdrawal charges.
APPLICANTS: Calamos-Avenue Opportunities Fund the Initial Fund and Calamos Avenue Management, LLC
the Advisor.
FILING DATES: The application was filed on May 27, 2020, and amended on December 16, 2020, and March 17, 2021.
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 emailing the Commissions Secretary at SecretarysOffice@sec.gov and serving Applicants with a copy of the request by email.
Hearing requests should be received by the Commission by 5:30 p.m. on July 9, 2021, and should be accompanied by proof of service on the Applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 05 under the Act, hearing requests should state the nature of the writers 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 emailing to the Commissions Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
c/o Richard Horowitz, by email to richard.horowitz@dechert.com.
FOR FURTHER INFORMATION CONTACT: Asaf Barouk, Attorney-Advisor, at 202 551
VerDate Sep<11>2014
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4029 or Parisa Haghshenas, Branch Chief at 202 5516825 Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained by searching the Commissions website, at http
www.sec.gov/search/search.htm, using the applications file number or the applicants name, or by calling the Commission at 202 5518090.
Applicants Representations 1. The Initial Fund is a newly organized Delaware statutory trust registered under the Act as a closed-end management investment company that is operated as an interval fund. The Initial Fund will be classified as a diversified investment company as defined under section 5b1 of the Act.
The Initial Funds investment objectives are to generate attractive risk-adjusted total returns, comprised of both capital appreciation and current income, by opportunistically investing in a global portfolio of distressed credit opportunities and other primarily illiquid debt instruments, complemented by liquid credit and alternative investment 2. The Advisor is a limited liability company organized under the laws of the state of Delaware. The Advisor, established in 2019, will serve as investment adviser to the Initial Fund.
The Advisor is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940.
3. The applicants seek an order to permit the Initial Fund to offer investors multiple classes of Shares of beneficial interest with varying sales loads and asset-based service and/or distribution fees and to impose early withdrawal charges.
4. Applicants request that the order also apply to any other registered closed-end management investment company that conducts a continuous offering of its shares, existing now or in the future, for which the Advisor, its successors,1 or any entity controlling, controlled by, or under common control with the Advisor, or its successors, acts as investment adviser, and which provides periodic liquidity with respect to its Shares through tender offers conducted in compliance with either rule 23c3 under the Act or rule 13e 4 under the Securities Exchange Act of 1 A successor in interest is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization.
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1934 the 1934 Act each such closed-end investment company, a Future Fund and, together with the Initial Fund, each, a Fund and collectively, the Funds.2
5. The Initial Fund intends to issue a class of Shares atnet asset value plus the applicable front-end sales load and an annual asset-based distribution and/or service fee the InitialClass Shares.
The Shares will be offered on a continuous basis at net asset value pershare plus the applicable sales load.
The Shares will not be offered or traded in a secondary market and will not be listed on any securities exchange or quoted on any quotation medium.
Shareholders of the Initial Fund are not able to have their Shares redeemed or otherwise sell their Shares on a daily basis because the Initial Fund is an unlisted closed-end fund.
6. If the requested relief is granted, the Initial Fund proposes to offer multiple classes of Shares, such as the Initial Class Shares, or any other classes.
Because of the different distribution fees, shareholder services fees, and any other class expenses that may be attributable to the different classes, the net income attributable to, and any dividends payable on, each class of Shares may differ from each other from time to time. As a result, the net asset value per Share of the classes may differ over time.
7. Applicants state that, from time to time, the Board of a Fund may create and offer additional classes of Shares, or may vary the characteristics of the Initial Class described in the application, including without limitation, in the following respects: 1
The amount of fees permitted by a Distribution and Shareholder Services Plan as to such class; 2 voting rights with respect to a Distribution and Shareholder Services Plan as to such class; 3 different class designations; 4
the impact of any class expenses directly attributable to a particular class of Shares allocated on a class basis as described in the application; 5
differences in any dividends and net asset values per Share resulting from differences in fees under a distribution plan or in class expenses; 6 any early withdrawal charge or other sales load structure; and 7 any exchange or conversion features, as permitted under the Act.
8. Applicants state that, in order to provide some liquidity to shareholders, 2 The Initial Fund and any Future Fund 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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