[Federal Register: November 22, 2006 (Volume 71, Number 225)]
[Notices]
[Page 67659-67663]
[DOCID:fr22no06-130]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27554; 812-13311]

The GMS Group, LLC, et al.; Notice of Application

November 16, 2006.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under: (i) Section 6(c) of the
Investment Company Act of 1940 (``Act'') for exemptions from sections
2(a)(32), 2(a)(35), 14(a), 19(b), 22(d), and 26(a)(2)(C) of the Act and
from rules 19b-1 and 22c-1 under the Act; (ii) sections 11(a) and 11(c)
of the Act for approval of certain exchange and rollover privileges and
conversion offers; and (iii) sections 6(c) and 17(b) of the Act for an
exemption from section 17(a) of the Act.

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SUMMARY OF APPLICATION: Applicants request an order to permit certain
unit investment trusts (``UITs'') to: (i) Impose sales charges on a
deferred basis and waive the deferred sales charge in certain cases;
(ii) offer unitholders certain exchange and rollover privileges and
conversion offers; (iii) publicly offer units without requiring the
sponsor to take for its own account or place with others $100,000 worth
of units; (iv) distribute capital gains resulting from the sale of
portfolio securities within a reasonable time after receipt; and (v)
sell portfolio securities of a terminating series of a UIT to a new
series of that UIT.

APPLICANTS: The GMS Group, LLC (``Sponsor'' or ``The GMS Group''), the
Patriot Trust (including the Patriot Trust, Insured Tax Free Bond
Trust), any future registered UIT sponsored or co-sponsored by The GMS
Group or an entity controlled by or under common control with The GMS
Group (the future UITs, together with the above-specified UITs are
``Trusts'') and any presently outstanding or subsequently issued series
of each Trust (each, a ``Series'').

Filing Dates: The application was filed on June 30, 2006, and amended
on November 6, 2006. Applicants have agreed to file an additional
amendment during the notice period, the substance of which is reflected
in this notice.

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 December 11, 2006, and should be accompanied by proof of
service on the 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: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants, Peter J. DeMarco,
c/o The GMS Group, LLC, 5N Regent Street, Suite 513, Livingston, New
Jersey 07039.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, at<PHONE_NUMBER>, or Julia Kim Gilmer, Branch Chief, at (202)
551-6821 (Division of Investment Management, Office of Investment
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Desk, 100 F Street, NE., Washington DC
20549-0102 (tel.<PHONE_NUMBER>).

Applicants' Representations

    1. The GMS Group, a broker-dealer registered under the Securities
Exchange Act of 1934, is the sponsor of the Trusts. Each Trust is or
will be a UIT registered under the Act.\1\ Each Series is or will be
created by a trust indenture (``Indenture'') among the Sponsor, a
banking institution or trust company as trustee (``Trustee''), and, for
those Series that the Trustee does not also serve as evaluator, an
evaluator.
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    \1\ All presently existing Trusts that currently intend to rely
on the requested order have been named as applicants. Any other
existing Trust and any Trust organized in the future that rely on
the requested order will do so only in accordance with the terms and
conditions of the application.
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    2. The Sponsor acquires a portfolio of securities, which it
deposits with the Trustee in exchange for certificates representing
units of fractional undivided interest in the deposited portfolio
(``Units''). The Units are then offered to the public through the
Sponsor, underwriters and dealers at a public offering price which,
during the initial offering period, is based upon the aggregate market
value (the aggregate offering side evaluation for fixed income
securities) of the underlying securities plus a front-end sales charge.
The sales charge is expected to range from 1.25% to 5.5% of the public
offering price, generally depending upon the terms of the underlying
securities. The Sponsor may reduce the sales charge in compliance with
rule 22d-1 under the Act in certain circumstances, which are disclosed
in the prospectus.
    3. The Sponsor maintains a secondary market for Units and
continually offers to purchase Units at prices based upon the market
value (the bid side evaluation for fixed income securities) of the
underlying securities. Investors may purchase Units on the secondary
market at the current public offering price plus a front-end sales
charge. If the Sponsor discontinues maintaining such a market at any
time for any Series, holders of the Units (``Unitholders'') of that
Series may redeem their Units through the Trustee.

A. Deferred Sales Charge and Waiver of Deferred Sales Charge Under
Certain Circumstances

    1. Applicants request an order to the extent necessary to permit
them to impose a sales charge on a deferred basis (``deferred sales
charge'' or ``DSC''). For each Series, the Sponsor will set a maximum
sales charge per Unit as a dollar amount and/or as a percentage of the
initial offering price, a portion of which may be collected ``up
front'' (i.e., at the time an investor purchases the Units). The DSC
would be collected subsequently in installments (``Installment
Payments'') as described in the application. The Sponsor would not add
any amount for interest or any similar or related charge to adjust for
such deferral.
    2. When a Unitholder redeems or sells Units, the Sponsor intends to
deduct any unpaid DSC from the redemption or sale proceeds. When
calculating the amount due, the Sponsor will assume that Units on which
the DSC has been paid in full are redeemed or sold first. With respect
to Units on which the DSC has not been paid in full, the Sponsor will
assume that the Units held for the longest time are redeemed or sold
first. Applicants represent that the DSC collected at the time of
redemption or sale, together with the Installment Payments and any
amount collected up front, will not exceed the maximum sales charge per
Unit. Under certain circumstances, the Sponsor may waive the collection
of any unpaid DSC in connection with redemptions or sales of Units.
These circumstances will be disclosed in the prospectus for the
relevant Series and implemented in accordance with rule 22d-1 under the
Act.
    3. Each Series offering Units subject to a DSC will state the
maximum charge per Unit in its prospectus. In addition, the prospectus
for such Series will include the table required by item 3 of Form N-1A
(modified as appropriate to reflect the difference between UITs and
open-end management investment companies) and a schedule setting forth
the number and date of each Installment Payment, along with the
duration of the collection period. The prospectus for that Series also
will disclose that portfolio securities may be sold to pay an
Installment Payment if distribution income is insufficient, and that
securities will be sold pro rata or a specific security will be
designated for sale.

B. Exchange Privilege, Rollover Privilege, and Conversion Offer

    1. Applicants propose to offer an exchange privilege to Unitholders
of the Trusts at a reduced sales charge (``Exchange Privilege'').
Unitholders would be able to exchange any or all of their Units in a
Series of a Trust for Units in one or more available Series of the
Trusts (``Exchange Series''). Applicants also propose a conversion
offer at a reduced sales charge (``Conversion Offer'') pursuant to
which Unitholders may elect to redeem Units of any Series in which
there is no active secondary market (``Redemption Series'') and apply
the proceeds to the purchase of available Units of one or more Series
of the Trusts (``Conversion Series''). In addition, applicants propose
to offer a rollover privilege to Unitholders of the Trusts at a reduced
sales charge (``Rollover Privilege''). Unitholders would be able to
``roll over'' their Units in a Series which is terminating
(``Terminating Series'') for Units in one or more new Series of the
Trusts (``Rollover Series'').
    2. To exercise the Exchange Privilege or Rollover Privilege, a
Unitholder must notify the Sponsor. In order to exercise the Conversion
Offer, a Unitholder must notify his or her retail broker. The
Conversion Offer will be handled entirely through the Unitholder's
retail broker and the retail broker must tender the Units to the
Trustee of the Redemption Series for redemption and then apply the
proceeds toward the purchase of Units of a Conversion Series. Exercise
of the Exchange Privilege or Rollover Privilege is subject to the
following conditions: (i) The Sponsor must be maintaining a

secondary market in Units of the available Exchange Series or Rollover
Series; (ii) at the time of the Unitholder's election to participate,
there must be Units of the Exchange Series or Rollover Series to be
acquired available for sale, either under the initial primary
distribution or in the Sponsor's secondary market; (iii) exchanges will
be in whole Units only; and (iv) for certain Series, Units may be
obtained in blocks of certain sizes only.
    3. Unitholders who wish to exchange Units under the Exchange
Privilege, the Rollover Privilege or the Conversion Offer within the
first five months of purchase will not be eligible for the reduced
sales charge. Such Unitholders will be charged a sales load equal to
the greater of: (i) The reduced sales charge; or (ii) an amount which,
when added to the sales charge paid by the Unitholder upon his or her
original purchase of Units of the applicable Series, would equal the
sales charge applicable to the direct purchase of the newly acquired
Units, determined as of the date of purchase.

C. Purchase and Sale Transactions Between a Terminating Series and a
New Series

    1. Certain Terminating Series will have a date (``Rollover Date'')
by which Unitholders of that Series may, at their option, redeem their
Units and receive in return Units of a subsequent Series of the same
type (``New Series''). The New Series will be created on or about the
Rollover Date and will have a portfolio that contains securities, many,
if not all, of which are actively traded i.e., have had an average
daily trading volume in the preceding six months of at least 500 shares
equal in value to at least U.S. $25,000) on an exchange (a ``Qualified
Exchange'') that is either (i) a national securities exchange that
meets the qualifications of section 6 of the Securities Exchange Act of
1934, or (ii) a foreign securities exchange meeting the qualifications
set forth in the proposed amendments to rule 12d3-1(d)(6) under the Act
\2\ and releasing daily closing prices (securities meeting the
preceding tests are referred to as ``Qualified Securities'').
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    \2\ Investment Company Act Rel. No. 17096 (Aug. 3, 1989)
(proposing amendments to rule 12d3-1). The proposed amended rule
defined a ``Qualified Foreign Exchange'' as a stock exchange in a
country other than the United States where: (i) Trading generally
occurred at least four days per week; (ii) there were limited
restrictions on the ability of acquiring companies to trade their
holdings on the exchange; (iii) the exchange had a trading volume in
stocks for the previous year of at least U.S. $7.5 billion; and (iv)
the exchange had a turnover ratio for the preceding year of at least
20% of its market capitalization. The version of the amended rule
that was adopted did not include the part of the proposed amendment
defining the term ``Qualified Foreign Exchange.''
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    2. Applicants anticipate that there will be some overlap in the
Qualified Securities selected for the portfolios of a Terminating
Series and the related New Series. Absent the requested relief, a
Terminating Series would, upon termination, sell its Qualified
Securities on the applicable Qualified Exchange. Likewise, a New Series
would acquire its Qualified Securities on the applicable Qualified
Exchange. This procedure would result in Unitholders of both the
Terminating Series and the New Series incurring brokerage commissions
on the same Qualified Securities. Applicants accordingly request an
order to the extent necessary to permit a Terminating Series to sell
its Qualified Securities to a New Series and to permit the New Series
to purchases those securities.

Applicants' Legal Analysis

A. DSC and Waiver of DSC under Certain Circumstances

    1. Section 4(2) of the Act defines a ``unit investment trust'' as
an investment company that issues only redeemable securities. Section
2(a)(32) of the Act defines a ``redeemable security'' as a security
that, upon its presentation to the issuer, enables the holder to
receive approximately his or her proportionate share of the issuer's
current net assets or the cash equivalent of those assets. Rule 22c-1
under the Act requires that the price of a redeemable security issued
by a registered investment company for purposes of sale, redemption or
repurchase be based on the security's current net asset value
(``NAV''). Because the collection of any unpaid DSC may cause a
redeeming Unitholder to receive an amount less than the NAV of the
redeemed Units, applicants request relief from section 2(a)(32) and
rule 22c-1.
    2. Section 22(d) of the Act and rule 22d-1 under the Act require a
registered investment company and its principal underwriter and dealers
to sell securities only at the current public offering price described
in the investment company's prospectus, with the exception of sales of
redeemable securities at prices that reflect scheduled variations in
the sales load. Section 2(a)(35) of the Act defines the term ``sales
load'' as the difference between the sales price and the portion of the
proceeds invested by the depositor or trustee. Applicants request
relief from sections 2(a)(35) and 22(d) to permit waivers, deferrals or
other scheduled variations of the sales load.
    3. Under section 6(c) of the Act, the Commission may exempt classes
of transactions, if and 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. Applicants state that their proposal meets
the standards of section 6(c). Applicants state that the provisions of
section 22(d) are intended to prevent (i) riskless trading in
investment company securities due to backward pricing, (ii) disruption
of orderly distribution by dealers selling shares at a discount, and
(iii) discrimination among investors resulting from different prices
charged to different investors. Applicants assert that the proposed DSC
program will present none of these abuses. Applicants further state
that all scheduled variations in the sales load will be disclosed in
the prospectus of each Series and applied uniformly to all investors,
and that applicants will comply with all the conditions set forth in
rule 22d-1.
    4. Section 26(a)(2)(C) of the Act, in relevant part, prohibits a
trustee or custodian of a UIT from collecting from the trust as an
expense any payment to the trust's depositor or principal underwriter.
Because the Trustee's payment of the DSC to the Sponsor may be deemed
to be an expense under section 26(a)(2)(C), applicants request relief
under section 6(c) from section 26(a)(2)(C) to the extent necessary to
permit the Trustee to collect Installment Payments and disburse them to
the Sponsor. Applicants submit that the relief is appropriate because
the DSC is more properly characterized as a sales charge.

B. Exchange Privilege, Conversion Offer and Rollover Privilege

    1. Sections 11(a) and (c) of the Act prohibit any offer of exchange
by a UIT for the securities of another investment company unless the
terms of the offer have been approved in advance by the Commission.
Applicants request an order under sections 11(a) and 11(c) for
Commission approval of the Exchange Privilege, the Conversion Offer and
the Rollover Privilege.
    2. Applicants state that the Exchange Privilege and Rollover
Privilege provide investors with a convenient means of transferring
their interests at a reduced sales charge into Exchange Series and
Rollover Series which suit their current investment objectives.
Further, applicants state that the Conversion Offer provides
Unitholders of a Series in which there is no active secondary market to
redeem those Units and invest

the proceeds at a reduced sales charge into Units of the Conversion
Series in which there is an active secondary market. Applicants state
that absent the Exchange Privilege, Rollover Privilege and Conversion
Offer, Unitholders would be required to dispose of their Units, either
in the secondary market (in the case of the Exchange Privilege and
Rollover Privilege) or through redemption, and to reinvest, at the then
fully applicable sales charge, into the chosen Series.
    3. Applicants represent that Unitholders will not be induced or
encouraged to participate in the Exchange Privilege, Rollover
Privilege, or Conversion Offer through an active advertising or sale
campaign. The Sponsor recognizes its responsibility to its investors
against generating excessive commissions through churning and asserts
that the sales charge collected will not be a significant economic
incentive to salesmen to promote inappropriately the Exchange
Privilege, Rollover Privilege or the Conversion Offer. Applicants state
that the reduced sales charge will fairly and adequately compensate the
Sponsor and the participating underwriters and brokers for their
services and expenses in connection with the administration of the
programs. Applicants further believe that the Exchange Privilege,
Rollover Privilege, and Conversion Offer are 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.

C. Purchase and Sale Transactions Between a Terminating Series and a
New Series

    1. Section 17(a) of the Act prohibits an affiliated person of a
registered investment company from selling securities to, or purchasing
securities from, the company. Section 2(a)(3) of the Act defines an
``affiliated person'' of another person to include any person directly
or indirectly controlling, controlled by, or under common control with
the other person. The GMS Group will be the Sponsor of each Series.
Since the Sponsor of a Series may be deemed to control the Series, all
of the Series may be deemed to be affiliated persons of each other.
    2. Rule 17a-7 under the Act was designed to permit registered
investment companies which might be deemed affiliated persons by reason
of common investment advisers, directors and/or officers, to purchase
securities from or sell securities to one another at an independently
determined price, provided that certain conditions are met. Paragraph
(e) of the rule requires an investment company's board of directors
(``Board'') to adopt and monitor procedures to assure compliance with
the rule. Paragraph (f) of the rule requires that the Board satisfy
certain fund governance standards. Because UITs do not have Boards, the
Series would be unable to comply with these requirements. Applicants
represent that they will comply with all of the provisions of rule 17a-
7, other than paragraphs (e) and (f).
    3. Section 17(b) of the Act provides that the Commission will
exempt a proposed transaction from section 17(a) if evidence
establishes that: (i) the terms of the transaction are reasonable and
fair and do not involve overreaching; (ii) the transaction is
consistent with the policies of each registered investment company
involved; and (iii) the transaction is consistent with the general
purposes of the Act. Applicants request relief under sections 6(c) and
17(b) to permit a Terminating Series to sell Qualified Securities to a
New Series and permit the New Series to purchase the Qualified
Securities.
    4. Applicants believe that the proposed transactions satisfy the
requirements of sections 6(c) and 17(b). Applicants represent that
purchases and sales between the Terminating and New Series will be
consistent with the policies of each Series. Applicants further state
that permitting the proposed transactions would result in savings on
brokerage fees for the Terminating and New Series.
    5. Applicants state that the condition that the Qualified
Securities must be actively traded on a Qualified Exchange protects
against overreaching. In addition, applicants state that the Sponsor
will certify to the Trustee, within five days of each sale of Qualified
Securities from a Terminating Series to a New Series: (i) that the
transaction is consistent with the policy of both the Terminating
Series and the New Series, as recited in their respective registration
statements and reports filed under the Act; (ii) the date of the
transaction; and (iii) the closing sales price on the Qualified
Exchange for the sale date of the Qualified Securities. The Trustee
will then countersign the certificate, unless, in the unlikely event
that the Trustee disagrees with the closing sales price listed on the
certificate, the Trustee immediately informs the Sponsor orally of such
disagreement and returns the certificate within five days to the
Sponsor with corrections duly noted. Upon the Sponsor's receipt of a
corrected certificate, if the Sponsor can verify the corrected price by
reference to an independently published list of closing sales prices
for the date of the transactions, the Sponsor will ensure that the
price of the Units of the New Series, and the distributions to
Unitholders of the Terminating Series, accurately reflect the corrected
price. To the extent that the Sponsor disagrees with the Trustee's
corrected price, the Sponsor and the Trustee will jointly determine the
correct sales price by reference to a mutually agreeable, independently
published list of closing sales prices for the date of the transaction.

D. Net Worth Requirement

    1. Section 14(a) of the Act requires that registered investment
companies have $100,000 of net worth prior to making a public offering.
Applicants believe that each Series will comply with this requirement
because the Sponsor will deposit substantially more than $100,000 of
debt and/or equity securities, depending on the objective of the
particular Series. Applicants assert, however, that the Commission has
interpreted section 14(a) as requiring that the initial capital
investment in an investment company be made without any intention to
dispose of the investment. Applicants state that, under this
interpretation, a Series would not satisfy section 14(a) because of the
Sponsor's intention to sell all of the Units of the Series.
    2. Rule 14a-3 under the Act exempts UITs from section 14(a) if
certain conditions are met, including that the UIT invest only in
``eligible trust securities,'' as defined in the rule. Applicants state
that they may not rely on rule 14a-3 because the Series may invest in
equity securities which do not satisfy the definition of eligible trust
securities.
    3. Consequently, applicants seek an exemption under section 6(c) of
the Act to exempt the Series from the net worth requirement of section
14(a) of the Act. Applicants state that the Series and the Sponsor will
comply in all respects with the requirements of rule 14a-3, except that
the Series will not restrict their portfolio investments to ``eligible
trust securities.''

E. Capital Gains Distribution

    1. Section 19(b) of the Act and rule 19b-1 under the Act provide
that, except under limited circumstances, no registered investment
company may distribute long-term gains more than once every twelve
months. Rule 19b-1(c), under certain circumstances, exempts a UIT
investing in ``eligible trust securities'' (as defined in rule 14a-
3(b)) from the requirements of rule 19b-

1. Because the Trusts do not limit their investments to ``eligible
trust securities,'' the Trusts do not qualify for the exemption in
paragraph (c) of rule 19b-1. Therefore, applicants request an exemption
under section 6(c) from section 19(b) and rule 19b-1 to the extent
necessary to permit capital gains earned in connection with the sale of
portfolio securities to be distributed to Unitholders along with the
Series' regular distributions. In all other respects, applicants will
comply with section 19(b) and rule 19b-1.
    2. Applicants state that their proposal meets the standards of
section 6(c). Applicants assert that any sale of portfolio securities
would be triggered by the need to meet Series' expenses, Installment
Payments or by requests to redeem Units, events over which the Sponsor
and the Series have no control. Applicants further state that, because
principal distributions must be clearly indicated in accompanying
reports to Unitholders as a return of principal and will be relatively
small in comparison to normal dividend distributions, there is little
danger of confusion from failure to differentiate among distributions.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:

A. DSC and Waiver of DSC Under Certain Circumstances

    1. Each Series offering Units subject to a DSC will include in its
prospectus the disclosure required in Form N-1A relating to deferred
sales charges, modified as appropriate to reflect the differences
between UITs and open-end management investment companies, and a
schedule setting forth the number and date of each installment payment.
    2. Any DSC imposed on Units issued by a Series will comply with the
requirements of subparagraphs (1), (2) and (3) of rule 6c-10(a) under
the Act.

B. Exchange Privilege, Conversion Offer and Rollover Privilege

    1. The prospectus of each Series offering exchanges, rollovers, or
conversions and any sales literature or advertising that mentions the
existence of the Exchange Privilege, Conversion Offer or Rollover
Privilege will disclose that the Exchange Privilege, Conversion Offer
or Rollover Privilege is subject to modification, termination or
suspension without notice, except in limited cases.
    2. Whenever the Exchange Privilege, Conversion Offer or Rollover
Privilege is to be terminated or its terms are to be amended
materially, any holder of a security subject to that privilege will be
given prominent notice of the impending termination or amendment at
least 60 days prior to the date of termination or the effective date of
the amendment, provided that: (a) No such notice need be given if the
only material effect of an amendment is to reduce or eliminate the
sales charge payable at the time of an exchange, to make one or more
New Series eligible for the Exchange Privilege, Conversion Offer or
Rollover Privilege, or to delete a Series which has terminated; and (b)
no notice need be given if, under extraordinary circumstances, either
(i) there is a suspension of the redemption of Units of the Series
under section 22(e) of the Act and the rules and regulations
promulgated under that section, or (ii) a Series temporarily delays or
ceases the sale of its Units because it is unable to invest amounts
effectively in accordance with applicable investment objectives,
policies, and restrictions.
    3. An investor who purchases Units under the Exchange Privilege,
Conversion Offer or Rollover Privilege will pay a lower sales charge
than that which would be paid for the Units by a new investor.

C. Net Worth Requirement

    Applicants will comply in all respects with the requirements of
rule 14a-3, except that the Series will not restrict their portfolio
investments to ``eligible trust securities.''

D. Purchase and Sale Transactions Between a Terminating Series and a
New Series

    1. Each sale of Qualified Securities by a Terminating Series to a
New Series will be effected at the closing price of the securities sold
on a Qualified Exchange on the sale date, without any brokerage charges
or other remuneration except customary transfer fees, if any.
    2. The nature and conditions of such transactions will be fully
disclosed to investors in the appropriate prospectus of each
Terminating Series and New Series.
    3. The Trustee of each Terminating Series and New Series will
review the procedures discussed in the application relating to the sale
of securities from a Terminating Series and the purchase of those
securities for deposit in a New Series, and make such changes to the
procedures as the Trustee deems necessary to ensure compliance with
paragraphs (a) through (d) of rule 17a-7.
    4. A written copy of these procedures and a written record of each
transaction pursuant to this order will be maintained as provided in
rule 17a-7(g).

    For the Commission, by the Division of Investment Management,
under delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6-19739 Filed 11-21-06; 8:45 am]

BILLING CODE 8011-01-P