SEC Grants Exemption to Closed-End Investment Company from Certain Registration Fees

The SEC Division of Investment Management granted a registered closed-end investment company, operating as a feeder fund in a "master-feeder" structure, an exemption from registration fees on shares sold or offered to repurchase.

The letter states that the master fund pays (i) registration fees on all of its shares sold, including shares sold to the feeder fund, and (ii) tender offer registration fees on all of its shares it offers to repurchase, including shares repurchased from the feeder fund. This essentially would result in the "double counting" of registration fees and tender offer registration fees for the feeder fund's shareholders. Consequently, the SEC exempted the feeder fund from registration fees on shares sold, and tender offer registration fees on shares it offers to repurchase.