Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 18f-2 -- Fair and Equitable Treatment for Holders of Each Class or Series of Stock of Series Investment Companies

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1. For purposes of this Rule 18f-2 a series company is a registered open-end investment company which, in accordance with the provisions of section 18(f)(2) of the Act, issues two or more classes or series of preferred or special stock each of which is preferred over all other classes or series in respect of assets specifically allocated to that class or series. Any matter required to be submitted by the provisions of the Act or of applicable State law, or otherwise, to the holders of the outstanding voting securities of a series company shall not be deemed to have been effectively acted upon less approved by the holders of a majority of the outstanding voting securities of each class or series of stock affected by such matter.
   
   
2. For the purposes of paragraph (a) of this Rule 18f-2, a class or series of stock will be deemed to be affected by such a matter, unless:
   
   
   1. the interests of each class or series in the matter are substantially identical, or
      
      
   2. the matter does not affect any interest of such class or series.
      
      
3. 1. With respect to the submission of an investment advisory contract to the holders of the outstanding voting securities of a series company for the approval required by section 15(a) of the Act, such matter shall be deemed to be effectively acted upon with respect to any class or series of securities of such company if a majority of the outstanding voting securities of such class or series vote for the approval of such matter, notwithstanding:
      
      
      1. that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other class or series affected by such matter, and
         
         
      2. that such matter has not been approved by the vote of a majority of the outstanding voting securities of such company, provided that if such a majority is required by State law or otherwise, such requirement shall apply.
         
         
   2. If any class or series of securities of a series company fails to approve an investment advisory contract in the manner required by paragraph (c)(1) of this section, the investment adviser of such company may continue to serve or act in such capacity for the period of time pending such required approval of such contract, of a new contract with the same or different adviser, or other definitive action: Provided, That the compensation received by such investment adviser during such period is equal to no more than its actual costs incurred in furnishing investment advisory services to such class or series or the amount it would have received under the advisory contract, whichever is less.
      
      
4. With respect to the submission of a change in investment policy to the holders of the outstanding voting securities of a series company for the approval required by section 13 of the Act, such matter shall be deemed to have been effectively acted upon with respect to any class or series of such company if a majority of the outstanding voting securities of such class or series vote for the approval of such matter, notwithstanding:
   
   
   1. that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other class or series affected by such matter, and
      
      
   2. that such matter has not been approved by the vote of a majority of the outstanding voting securities of such company: Provided, That if such a majority is required by State law or otherwise, such requirement shall apply.
      
      
5. The submission to shareholders of the selection of the independent public accountant of a series company required by section 32(a) (of the Act) shall be exempt from the separate voting requirements of paragraph (a) of this Rule 18f-2.
   
   
6. The submission to shareholders of a contract with a principal underwriter of a series company required by section 15(b) of the Act shall be exempt from the separate voting requirements of paragraph (a) of this Rule 18f-2.
   
   
7. The submission to shareholders of nominees for election as directors required by section 16(a) of the Act shall be exempt from the separate voting requirements of paragraph (a) of this Rule 18f-2.
   
   
8. For the purposes of this Rule 18f-2 a "majority of the outstanding voting securities" of a class or series:
   
   
   1. when used with respect to a matter required by any provision of the Act to be submitted to the outstanding voting securities of a series company, shall have the same meaning as a "majority of the outstanding voting securities of a company" as defined in section 2(a)(42) of the Act; and
      
      
   2. when used with respect to any other matter required to be submitted to the outstanding voting securities of a series company, shall mean the lesser of:
      
      
      1. the minimum vote of the outstanding voting securities of a company required by applicable State law or other applicable requirement, or
         
         
      2. the minimum vote specified by clause (1) of this paragraph (h), unless State law requires approval of such matters by a specified percentage of the outstanding voting securities of a particular class or series, in which case, State law shall apply.

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