80 FR 79989 - Altegris KKR Commitments Master Fund, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 246 (December 23, 2015)

Page Range		79989-79991
FR Document		2015-32193
Federal Register, Volume 80 Issue 246 (Wednesday, December 23, 2015)
[Federal Register Volume 80, Number 246 (Wednesday, December 23, 2015)]
[Notices]
[Pages 79989-79991]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-32193]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31944; 812-14415]


Altegris KKR Commitments Master Fund, et al.; Notice of 
Application

December 17, 2015.
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: Altegris KKR Commitments Master Fund (the ``Fund''), 
Altegris Advisors, L.L.C. (the ``Adviser'') and Altegris Investments, 
L.L.C. (the ``Distributor'').

Filing Dates: The application was filed on January 12, 2015, and 
amended on August 26, 2015.

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 January 11, 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 Daniele Marchesani, Branch Chief, at (202) 551-6821 
(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. The Fund 
operates as a ``fund of funds'' that intends to invest in private 
equity funds (``Investment Funds'') and in co-investment opportunities 
in operating companies that are presented by one or more Investment 
Funds (``Co-Investment Opportunities''). In particular, the Fund 
intends to invest significantly in Investment Funds that are sponsored 
or advised by Kohlberg Kravis Roberts & Co. L.P. or an affiliate 
(collectively, ``KKR'') and Co-Investment Opportunities presented by 
such KKR-advised Investment Funds.
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    \1\ The feeder fund is Altegris KKR Commitments 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. The 
Adviser serves as investment adviser to the Fund. The Distributor, a 
broker-dealer registered under the Securities Exchange Act of 1934 
(``1934 Act''), acts as the distributor of the Fund. The Distributor is 
under common control with the Adviser and is an affiliated person, as 
defined in section 2(a)(3) of the Act, of the Adviser.
    3. The Fund continuously offers its Shares \2\ to persons who are 
``accredited investors,'' as defined in Regulation D under the 
Securities Act of 1933, as amended (the ``Securities Act''). 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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    \2\ ``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'') at net asset 
value that may (but would not necessarily) be subject to a front-end 
sales load and an annual asset-based service and/or distribution fee. 
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

[[Page 79990]]

may from time to time offer to repurchase Shares at their then current 
net asset value in accordance with rule 13e-4 under the 1934 Act 
pursuant to written tenders by shareholders.\3\ 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.\4\ Repurchases will not commence for at least two full 
calendar years following commencement of operations. Beginning in the 
third year, 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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    \3\ Likewise, the feeder fund's repurchase offers are conducted 
pursuant to rule 13e-4 under the 1934 Act.
    \4\ 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, the 
Distributor, or any entity controlling, controlled by, or under common 
control with the Adviser or the Distributor acts as investment adviser 
or principal underwriter, respectively, and which provides periodic 
liquidity with respect to its Shares through tender offers conducted in 
compliance with rule 13e-4 under the 1934 Act.\5\
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    \5\ 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.\6\ 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.\7\ The Fund and the Distributor 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.\8\
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    \6\ All references to NASD Conduct Rule 2830 include any 
successor or replacement rule that may be adopted by the Financial 
Industry Regulatory Authority (``FINRA'').
    \7\ 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).
    \8\ 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 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

[[Page 79991]]

an open-end investment company. Applicants further state that the Fund 
will apply the CDSC (and any waivers or scheduled variations 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 Fund agrees 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. 2015-32193 Filed 12-22-15; 8:45 am]
BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 246 / Wednesday, December 23, 2015 / Notices 79991

an open-end investment company. For the Commission, by the Division of DEPARTMENT OF STATE
Applicants further state that the Fund Investment Management, under delegated
authority. [Public Notice: 9392]
will apply the CDSC (and any waivers
or scheduled variations of the CDSC) Robert W. Errett,
Advisory Committee on International
uniformly to all shareholders in a given Deputy Secretary.
Postal and Delivery Services
class and consistently with the [FR Doc. 2015–32193 Filed 12–22–15; 8:45 am]
requirements of rule 22d–1 under the BILLING CODE 8011–01–P AGENCY: Department of State.
Act. ACTION: Solicitation of expressions of
interest from members of the public
Asset-Based Service and/or Distribution wishing to serve as representative
Fees DEPARTMENT OF STATE members of the Department of State’s
1. Section 17(d) of the Act and rule Advisory Committee on International
17d–1 under the Act prohibit an [Public Notice 9391] Postal and Delivery Services (IPoDS).
affiliated person of a registered
Culturally Significant Objects Imported SUMMARY: This notice announces that
investment company or an affiliated for Exhibition Determinations: ‘‘Pierre applications are now being accepted
person of such person, acting as Bonnard: Painting Arcadia’’ Exhibition from members of the public who wish
principal, from participating in or to serve on the IPoDS Committee, which
effecting any transaction in connection SUMMARY: Notice is hereby given of the was established in accordance with the
with any joint enterprise or joint following determinations: Pursuant to provisions of the 39 U.S.C. 407(b)(3) and
arrangement in which the investment the authority vested in me by the Act of the Federal Advisory Committee Act, 5
company participates unless the October 19, 1965 (79 Stat. 985; 22 U.S.C. U.S.C. Appendix.
Commission issues an order permitting 2459), Executive Order 12047 of March Under the terms of its charter, the
the transaction. In reviewing 27, 1978, the Foreign Affairs Reform and IPoDS Committee comprises members
applications submitted under section Restructuring Act of 1998 (112 Stat. representing mailers, private sector
17(d) and rule 17d–1, the Commission 2681, et seq.; 22 U.S.C. 6501 note, et delivery companies, stakeholders in
considers whether the participation of seq.), Delegation of Authority No. 234 of international delivery services or others
the investment company in a joint October 1, 1999, Delegation of Authority who are directly affected by
enterprise or joint arrangement is No. 236–3 of August 28, 2000 (and, as international postal operations. The
consistent with the provisions, policies appropriate, Delegation of Authority No. Committee also includes Federal
and purposes of the Act, and the extent 257 of April 15, 2003), I hereby members from several U.S. Government
to which the participation is on a basis determine that the objects to be agencies including the Postal Regulatory
different from or less advantageous than included in the exhibition ‘‘Pierre Commission, and the United States
that of other participants. Bonnard: Painting Arcadia,’’ imported Postal Service. Members are appointed
from abroad for temporary exhibition by the Assistant Secretary of State for
2. Rule 17d–3 under the Act provides within the United States, are of cultural International Organization Affairs. The
an exemption from section 17(d) and significance. The objects are imported Committee provides advice to the
rule 17d–1 to permit open-end pursuant to loan agreements with the Department of State with respect to U.S.
investment companies to enter into foreign owners or custodians. I also foreign policy related to international
distribution arrangements pursuant to determine that the exhibition or display postal services and other international
rule 12b–1 under the Act. Applicants of the exhibit objects at the Fine Arts delivery services and U.S. policy toward
request an order under section 17(d) and Museums of San Francisco, Legion of the Universal Postal Union and other
rule 17d–1 under the Act to permit the Honor, San Francisco, California, from international postal and delivery
Fund to impose asset-based service and/ on about February 6, 2016, until on or organizations. Representative members
or distribution fees. Applicants have about May 15, 2016, and at possible of the Committee serve on a voluntary
agreed to comply with rules 12b–1 and additional exhibitions or venues yet to basis and without compensation.
17d–3 as if those rules applied to be determined, is in the national In order to be appointed to the
closed-end investment companies. interest. I have ordered that Public Committee, interested individuals must
Notice of these Determinations be represent identifiable users or providers
Applicants’ Condition published in the Federal Register. of international postal or delivery
The Fund agrees that any order FOR FURTHER INFORMATION CONTACT: For services or others directly affected by
granting the requested relief will be further information, including a list of international postal operations. There is
subject to the following condition: the imported objects, contact the Office no specified form for applications.
of Public Diplomacy and Public Affairs Prospective Committee members should
Applicants will comply with the submit a letter expressing their interest
provisions of rules 6c–10, 12b–1, 17d– in the Office of the Legal Adviser, U.S.
Department of State (telephone: 202– in serving that explicitly identifies the
3, 18f–3 and 22d–1 under the Act, as group or entity they represent. They
632–6471; email: section2459@
amended from time to time or replaced, should also include a clear statement of
state.gov). The mailing address is U.S.
as if those rules applied to closed-end the connection of that group or entity to
Department of State, L/PD, SA–5, Suite
management investment companies, the use or provision of international
5H03, Washington, DC 20522–0505.
and will comply with NASD Conduct postal or delivery services. Letters must
Dated: December 14, 2015.
tkelley on DSK3SPTVN1PROD with NOTICES

Rule 2830, as amended from time to state whether a prospective Committee
time, as if that rule applied to all closed- Kelly Keiderling, member is a registered lobbyist or
end management investment Principal Deputy Assistant Secretary, Bureau registered foreign agent and must
companies. of Educational and Cultural Affairs, disclose all other interested parties,
Department of State. foreign and domestic, that the
[FR Doc. 2015–32335 Filed 12–22–15; 8:45 am] prospective member represents or
BILLING CODE 4710–05–P advises in any capacity as well as the

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Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
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.
Dates		The application was filed on January 12, 2015, and amended on August 26, 2015.
Contact		Kieran G. Brown, Senior Counsel, at (202) 551-6773 or Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		80 FR 79989