Correspondence 0001193125-24-088615 from ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) (CIK 0001517518) (EMO)
ClearBridge Energy Midstream Opportunity Fund Inc. (EMO) (CIK 0001517518)
Date: April 5, 2024 · CIK: 0001517518 · Accession: 0001193125-24-088615
AI Filing Summary & Sentiment
File numbers found in text: 333-276731
Referenced dates: April 5, 2024, December 22, 2023, March 13, 2024
Letter
VIA EDGAR Division of Investment Management 100 F Street, N.E. Washington, D.C. Re: ClearBridge Energy Midstream Opportunity Fund Inc. Registration Statement on Form N-14, File No. 333-276731
Dear Mses. Fettig and Rossotto:
On behalf of ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO”), we are providing the following responses to comments received by telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on February 20, 2024, March 1, 2024, April 2, 2024 and April 3, 2024 relating to the above-referenced registration statement on Form N-14 originally filed with the Commission on January 26, 2024 (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system.
In addition, EMO notes that certain comments that were provided to it in reference to the Registration Statement have been separately addressed in its letter to the Staff dated March 13, 2024. Furthermore, the Staff’s comment regarding the Standstill Agreement dated December 22, 2023 (the “Standstill Agreement”) between Saba Capital Management, L.P. (“Saba”) and LMP Capital and Income Fund Inc. (“SCD”) has been separately addressed in a letter from SCD to the Staff dated April 5, 2024.
For convenience of reference, the comments of the Staff have been reproduced herein. Please note that all page numbers in our responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement.
Accounting Comments Received on February 20, 2024
1. On page 2 of the “Important News For Stockholders” section of the Registration Statement, income tax expenses are specifically excluded from the expense table. However, Instruction 9 to Item 3 of Form N-2 requires that income tax expenses be included. Please update any references to fees and expenses throughout the Registration Statement to include the impact of income tax expenses.
EMO confirms that it will revise the disclosure throughout the Registration Statement to include the impact of income tax expenses, as applicable.
Securities and Exchange Commission
April 5, 2024
2. On page 3 of the “Important News For Stockholders” section of the Registration Statement, it states that if either Merger is approved, management will institute a five basis point (0.05%) fee waiver. The latest annual reports for each of EMO, ClearBridge MLP and Midstream Fund Inc. (“CEM”) and ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”) (each, a “Fund” and together with EMO and CEM, the “Funds”) indicate that each Fund already has a five basis point (0.05%) fee waiver currently in effect. Please explain throughout the Registration Statement how the post-Merger fee waiver relates to the currently existing fee waiver. Additionally, please confirm if there will be a fee waiver contract that will be filed on EDGAR.
EMO confirms that the five basis point (0.05%) fee waiver proposed in connection with the Mergers is in addition to the existing five basis point (0.05%) fee waiver currently in effect (for a total fee waiver of ten basis points (0.10%)). EMO will revise disclosure throughout the Registration Statement to clarify the relationship between the two fee waivers. Additionally, EMO confirms that it will file a fee waiver contract as an exhibit to the Registration Statement.
3. On page 9 of the “Important News For Stockholders” section of the Registration Statement, the current disclosure provides the “total expense ratio” for each Fund post-Merger. Please revise the disclosure throughout the Registration Statement so that the net expense ratio (or the expense ratio after taking into account the fee waiver) is provided.
EMO confirms that the “total expense ratio” provided in this disclosure takes into account both the current and proposed fee waivers and will clarify that in the disclosure.
4. On page 9 of the “Important News For Stockholders” section of the Registration Statement, the disclosure states that “[n]et operating loss and capital loss carryovers are expected to be limited for all Funds….” The disclosure later in the Registration Statement says these are expected to be “substantially limited.” Please revise the disclosure to include “substantially” immediately before “limited.”
EMO confirms that it will revise its disclosure to say that net operating loss and capital loss carryovers are expected to be substantially limited for all Funds.
5. On page 11 of the “Important News For Stockholders” section of the Registration Statement, please disclose the basis for allocating costs in the manner described in the disclosure.
EMO confirms it will include disclosure regarding the basis for cost allocation across the Funds. EMO confirms that each Fund will pay for the direct costs in connection with the applicable Fund’s Merger. However, costs impacting all three Funds that cannot be categorized as direct costs will be allocated across the Funds based on the assets under management of each Fund.
6. On page ii of the proxy statement (the “Proxy Statement”), please confirm the incorporation date for CTR.
EMO confirms that CTR’s incorporation date is April 10, 2012, and EMO will revise the disclosure accordingly.
Securities and Exchange Commission
April 5, 2024
7. With respect to the fee tables starting on page 5 of the Proxy Statement:
a. The fee tables show expenses that are lower than the actual expenses as of November 30, 2023 as described in each Fund’s annual report. Please supplementally explain how the fee table information was calculated.
Following each tender offer, each Fund expects that operating expenses will increase. However, the operating expense increase will be offset by a lower financing rate on each Fund’s leverage following each tender offer due to paying down a portion of the Fund’s outstanding line of credit. For leverage, each Fund utilizes a line of credit, fixed rate notes and preferred stock issuances. Currently, the line of credit for each Fund has a higher interest rate than the fixed rate notes and the outstanding preferred shares. Following the completion of each tender offer, each Fund intends to pay down its respective line of credit to a level that retains the current percentage of leverage, which in turn will lower the average interest rate paid on the overall leverage for each Fund.
b. Please include disclosure that the tables do not include the costs of the Mergers to be paid by the Funds. The disclosure should include the dollar amount each Fund is paying and also quantify such amount in basis points.
EMO confirms that it will revise the disclosure to state that the tables do not include the costs of the Mergers to be paid by each Fund and that it will revise the disclosure to include the dollar amounts and basis points of the costs of the Mergers by each Fund.
c. Per Instruction 6 to Item 3 of Form N-2, please state that other expenses are based on estimated amounts.
EMO confirms that it will include disclosure that other expenses are based on estimated amounts.
d. As each Fund has an existing fee waiver, please include a line item in each table for total expenses and include a footnote that describes the terms of the fee waiver for each Fund.
EMO confirms it will include a total expense line item in each fee table and a corresponding footnote describing the terms of the fee waiver.
8. In the examples starting on page 6 of the Proxy Statement, please disclose that each example assumes that the fee waiver has remained in place for a one-year period.
EMO confirms it will include disclosure in each expense example that the example assumes the current fee waiver for each Fund and the fee waiver for each Fund related to the Mergers has remained in place for a one-year period.
Securities and Exchange Commission
April 5, 2024
9. On page 52 of the Proxy Statement, where the board considerations are discussed, please confirm if each Fund’s board of directors received information that included income tax expenses. If not, please disclose that income tax expense information was not provided to each Fund’s board of directors.
EMO confirms that information regarding income tax expenses was not provided to the Board as there are no material income tax expenses expected as a result of the Mergers. EMO will revise the disclosure accordingly.
10. On page 58 of the Proxy Statement, where it states that “management of each Fund intends to maximize utilization of the capital loss carryovers by triggering unrealized capital gains in the portfolio of investments,” please confirm if management intends to sell certain securities to use up existing capital loss carryovers. If the sales of such securities are directly related to the Mergers, please disclose the percentage of each of CEM’s and CTR’s securities that will be sold. Please also provide an estimate of the costs related to such sales in dollar amounts and in basis points and an estimate of the capital gain distributions that would result from the sales. This updated disclosure is only necessary to the extent that the sales are made in connection with the Mergers.
EMO confirms that the sales of appreciated securities are not directly related to the Mergers. Each Fund will seek to make these sales regardless of whether either Merger is approved in order to utilize its capital loss carryovers that are set to expire in 2025.
11. In the section titled “Net Asset Value, Market Price and Premium/Discount” on page 78 of the Proxy Statement, pursuant to Item 8.5.d. of Form N-2, please disclose any methods undertaken by the Funds that are intended to reduce any discounts.
EMO confirms that it will include disclosure related to methods undertaken by each Fund that are intended to reduce any discounts.
12. In the tables in the section titled “Net Asset Value, Market Price and Premium/Discount” on page 78 of the Proxy Statement, please add a line item for the quarter ended February 29, 2024.
EMO confirms it will add a row to the tables for the quarter ended February 29, 2024.
13. Pursuant to the Dear CFO Letter 1995-11, the staff at the SEC generally believes that the capitalization tables found on page 80 of the Proxy Statement should be dated within 30 days of the filing of the Registration Statement. Alternatively, please confirm in correspondence that there have not been any material changes to the information provided in the capitalization tables since the date the information is provided.
EMO confirms there have not been any material changes to the information in the capitalization tables for each Fund since November 30, 2023.
14. In the first capitalization table on page 80 of the Proxy Statement, please confirm the provided numbers, specifically CEM’s total net assets number and the pro forma combined fund post-Merger common shares outstanding number.
EMO confirms it will review and correct the information in the capitalization tables as necessary.
Securities and Exchange Commission
April 5, 2024
15. In the “Use of Leverage” section on page 102 of the Proxy Statement, please explain if any changes are necessary considering Rule 18f-4 of the 1940 Act.
EMO confirms it will review and update its disclosure regarding leverage in light of the requirements of Rule 18f-4 of the 1940 Act.
16. On page 103 of the Proxy Statement, where leverage is being described, please add a description related to outstanding preferred shares.
EMO confirms it will update its disclosure to include a description of each Fund’s outstanding preferred shares.
17. On 104 of the Proxy Statement, please confirm the amount of outstanding borrowings for CTR under its credit facility.
EMO confirms that CTR has $75,500,000 of borrowings outstanding under its credit facility and will revise the disclosure accordingly.
18. On page S-1 of the Statement of Additional Information, please change the relevant heading in the table of contents to “Supplemental Financial Information.”
EMO confirms it will revise the heading in the table of contents to state “Supplemental Financial Information.”
19. On page S-2 of the Statement of Additional Information, if there will be any sales of portfolio securities or re-positioning unrelated to the Mergers, please add disclosure to that effect and provide the percentage of the Target Fund’s securities that will be sold. See Dear CFO Letter 2023-02.
EMO confirms that each Target Fund anticipates selling portfolio securities in the normal course of business and not in connection with the Mergers. As such, EMO respectfully declines to include the requested disclosure.
Legal Comments Received on March 1, 2024
20. In the Stockholder Letter, please disclose what prompted the Mergers and disclose that the Mergers will follow the tender offers. Please also describe the tender offers and the relationship between the tender offers and the Mergers.
Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment.
21. In the “Important News For Stockholders” section of the Registration Statement, please address the business and/or other reasons that prompted the Mergers, including the issues that the Mergers are designed to address and how the Mergers address such issues.
Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment.
Securities and Exchange Commission
April 5, 2024
22. The Registration Statement indicates that discussions regarding the consideration of the Mergers started in January of 2024. If strategic discussions began before January, please include background disclosure regarding those discussions.
Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment.
23. In correspondence, please confirm whether the preferred shareholders will vote separately. If not, please provide analysis for why a separate vote is not required.
EMO believes that a separate vote is not required for the Target Fund preferred stockholders. Following the completion of the Mergers, the holders of each Target Fund’s Mandatory Redeemable Preferred Stock (“MRPS”) will receive shares of newly issued EMO MRPS with the same aggregate liquidation preference and identical terms as they had prior to the completion of the Mergers. In other words, EMO believes that the holders of the Target Funds’ MRPS are effectively in the same position prior to and following the Mergers. As such, EMO believes that the holders of the Target Funds’ current MRPS are not adversely impacted by the Mergers and, thus, they are not entitled to vote on the Mergers as a separate class from the common stockholders of each Target Fund. Moreover, the holders of each Target Fund’s MRPS will provide written consents in order to effect the Mergers. Given the very small number of MRPS holders, EMO believes there is no need to engage in a proxy solicitation in order to obtain their consents.
24. In correspondence, please provide analysis supporting the conclusion that EMO may amend its outstanding MRPS to align voting rights, as described in the fourth paragraph of the Stockholder Letter.
EMO submits that Section 4(f) of each of its MRPS Articles Supplementary states that EMO may “amend, alter or repeal (including by merger, consolidation or otherwise) any of the preferences, rights or powers” of the outstanding MRPS by the affirmative vote of the holders of a majority of the outstanding MRPS, who have the exclusive right t
Show Raw Text
CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 900 G STREET, NW WASHINGTON, D.C. 20001 TELEPHONE: +1-202-636-5500 FACSIMILE: +1-202-636-5502 Direct Dial Number (202) 636-5806 E-mail Address ryan.brizek@stblaw.com April 5, 2024 VIA EDGAR Christina DiAngelo Fettig, Esq. Karen Rossotto, Esq. U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Re: ClearBridge Energy Midstream Opportunity Fund Inc. Registration Statement on Form N-14, File No. 333-276731 Dear Mses. Fettig and Rossotto: On behalf of ClearBridge Energy Midstream Opportunity Fund Inc. (“EMO”), we are providing the following responses to comments received by telephone from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on February 20, 2024, March 1, 2024, April 2, 2024 and April 3, 2024 relating to the above-referenced registration statement on Form N-14 originally filed with the Commission on January 26, 2024 (the “Registration Statement”), through the Commission’s electronic data gathering, analysis and retrieval (“EDGAR”) system. In addition, EMO notes that certain comments that were provided to it in reference to the Registration Statement have been separately addressed in its letter to the Staff dated March 13, 2024. Furthermore, the Staff’s comment regarding the Standstill Agreement dated December 22, 2023 (the “Standstill Agreement”) between Saba Capital Management, L.P. (“Saba”) and LMP Capital and Income Fund Inc. (“SCD”) has been separately addressed in a letter from SCD to the Staff dated April 5, 2024. For convenience of reference, the comments of the Staff have been reproduced herein. Please note that all page numbers in our responses are references to the page numbers of the Registration Statement. All capitalized terms used but not defined in this letter have the meanings given to them in the Registration Statement. Accounting Comments Received on February 20, 2024 1. On page 2 of the “Important News For Stockholders” section of the Registration Statement, income tax expenses are specifically excluded from the expense table. However, Instruction 9 to Item 3 of Form N-2 requires that income tax expenses be included. Please update any references to fees and expenses throughout the Registration Statement to include the impact of income tax expenses. EMO confirms that it will revise the disclosure throughout the Registration Statement to include the impact of income tax expenses, as applicable. Securities and Exchange Commission April 5, 2024 2. On page 3 of the “Important News For Stockholders” section of the Registration Statement, it states that if either Merger is approved, management will institute a five basis point (0.05%) fee waiver. The latest annual reports for each of EMO, ClearBridge MLP and Midstream Fund Inc. (“CEM”) and ClearBridge MLP and Midstream Total Return Fund Inc. (“CTR”) (each, a “Fund” and together with EMO and CEM, the “Funds”) indicate that each Fund already has a five basis point (0.05%) fee waiver currently in effect. Please explain throughout the Registration Statement how the post-Merger fee waiver relates to the currently existing fee waiver. Additionally, please confirm if there will be a fee waiver contract that will be filed on EDGAR. EMO confirms that the five basis point (0.05%) fee waiver proposed in connection with the Mergers is in addition to the existing five basis point (0.05%) fee waiver currently in effect (for a total fee waiver of ten basis points (0.10%)). EMO will revise disclosure throughout the Registration Statement to clarify the relationship between the two fee waivers. Additionally, EMO confirms that it will file a fee waiver contract as an exhibit to the Registration Statement. 3. On page 9 of the “Important News For Stockholders” section of the Registration Statement, the current disclosure provides the “total expense ratio” for each Fund post-Merger. Please revise the disclosure throughout the Registration Statement so that the net expense ratio (or the expense ratio after taking into account the fee waiver) is provided. EMO confirms that the “total expense ratio” provided in this disclosure takes into account both the current and proposed fee waivers and will clarify that in the disclosure. 4. On page 9 of the “Important News For Stockholders” section of the Registration Statement, the disclosure states that “[n]et operating loss and capital loss carryovers are expected to be limited for all Funds….” The disclosure later in the Registration Statement says these are expected to be “substantially limited.” Please revise the disclosure to include “substantially” immediately before “limited.” EMO confirms that it will revise its disclosure to say that net operating loss and capital loss carryovers are expected to be substantially limited for all Funds. 5. On page 11 of the “Important News For Stockholders” section of the Registration Statement, please disclose the basis for allocating costs in the manner described in the disclosure. EMO confirms it will include disclosure regarding the basis for cost allocation across the Funds. EMO confirms that each Fund will pay for the direct costs in connection with the applicable Fund’s Merger. However, costs impacting all three Funds that cannot be categorized as direct costs will be allocated across the Funds based on the assets under management of each Fund. 6. On page ii of the proxy statement (the “Proxy Statement”), please confirm the incorporation date for CTR. EMO confirms that CTR’s incorporation date is April 10, 2012, and EMO will revise the disclosure accordingly. 2 Securities and Exchange Commission April 5, 2024 7. With respect to the fee tables starting on page 5 of the Proxy Statement: a. The fee tables show expenses that are lower than the actual expenses as of November 30, 2023 as described in each Fund’s annual report. Please supplementally explain how the fee table information was calculated. Following each tender offer, each Fund expects that operating expenses will increase. However, the operating expense increase will be offset by a lower financing rate on each Fund’s leverage following each tender offer due to paying down a portion of the Fund’s outstanding line of credit. For leverage, each Fund utilizes a line of credit, fixed rate notes and preferred stock issuances. Currently, the line of credit for each Fund has a higher interest rate than the fixed rate notes and the outstanding preferred shares. Following the completion of each tender offer, each Fund intends to pay down its respective line of credit to a level that retains the current percentage of leverage, which in turn will lower the average interest rate paid on the overall leverage for each Fund. b. Please include disclosure that the tables do not include the costs of the Mergers to be paid by the Funds. The disclosure should include the dollar amount each Fund is paying and also quantify such amount in basis points. EMO confirms that it will revise the disclosure to state that the tables do not include the costs of the Mergers to be paid by each Fund and that it will revise the disclosure to include the dollar amounts and basis points of the costs of the Mergers by each Fund. c. Per Instruction 6 to Item 3 of Form N-2, please state that other expenses are based on estimated amounts. EMO confirms that it will include disclosure that other expenses are based on estimated amounts. d. As each Fund has an existing fee waiver, please include a line item in each table for total expenses and include a footnote that describes the terms of the fee waiver for each Fund. EMO confirms it will include a total expense line item in each fee table and a corresponding footnote describing the terms of the fee waiver. 8. In the examples starting on page 6 of the Proxy Statement, please disclose that each example assumes that the fee waiver has remained in place for a one-year period. EMO confirms it will include disclosure in each expense example that the example assumes the current fee waiver for each Fund and the fee waiver for each Fund related to the Mergers has remained in place for a one-year period. 3 Securities and Exchange Commission April 5, 2024 9. On page 52 of the Proxy Statement, where the board considerations are discussed, please confirm if each Fund’s board of directors received information that included income tax expenses. If not, please disclose that income tax expense information was not provided to each Fund’s board of directors. EMO confirms that information regarding income tax expenses was not provided to the Board as there are no material income tax expenses expected as a result of the Mergers. EMO will revise the disclosure accordingly. 10. On page 58 of the Proxy Statement, where it states that “management of each Fund intends to maximize utilization of the capital loss carryovers by triggering unrealized capital gains in the portfolio of investments,” please confirm if management intends to sell certain securities to use up existing capital loss carryovers. If the sales of such securities are directly related to the Mergers, please disclose the percentage of each of CEM’s and CTR’s securities that will be sold. Please also provide an estimate of the costs related to such sales in dollar amounts and in basis points and an estimate of the capital gain distributions that would result from the sales. This updated disclosure is only necessary to the extent that the sales are made in connection with the Mergers. EMO confirms that the sales of appreciated securities are not directly related to the Mergers. Each Fund will seek to make these sales regardless of whether either Merger is approved in order to utilize its capital loss carryovers that are set to expire in 2025. 11. In the section titled “Net Asset Value, Market Price and Premium/Discount” on page 78 of the Proxy Statement, pursuant to Item 8.5.d. of Form N-2, please disclose any methods undertaken by the Funds that are intended to reduce any discounts. EMO confirms that it will include disclosure related to methods undertaken by each Fund that are intended to reduce any discounts. 12. In the tables in the section titled “Net Asset Value, Market Price and Premium/Discount” on page 78 of the Proxy Statement, please add a line item for the quarter ended February 29, 2024. EMO confirms it will add a row to the tables for the quarter ended February 29, 2024. 13. Pursuant to the Dear CFO Letter 1995-11, the staff at the SEC generally believes that the capitalization tables found on page 80 of the Proxy Statement should be dated within 30 days of the filing of the Registration Statement. Alternatively, please confirm in correspondence that there have not been any material changes to the information provided in the capitalization tables since the date the information is provided. EMO confirms there have not been any material changes to the information in the capitalization tables for each Fund since November 30, 2023. 14. In the first capitalization table on page 80 of the Proxy Statement, please confirm the provided numbers, specifically CEM’s total net assets number and the pro forma combined fund post-Merger common shares outstanding number. EMO confirms it will review and correct the information in the capitalization tables as necessary. 4 Securities and Exchange Commission April 5, 2024 15. In the “Use of Leverage” section on page 102 of the Proxy Statement, please explain if any changes are necessary considering Rule 18f-4 of the 1940 Act. EMO confirms it will review and update its disclosure regarding leverage in light of the requirements of Rule 18f-4 of the 1940 Act. 16. On page 103 of the Proxy Statement, where leverage is being described, please add a description related to outstanding preferred shares. EMO confirms it will update its disclosure to include a description of each Fund’s outstanding preferred shares. 17. On 104 of the Proxy Statement, please confirm the amount of outstanding borrowings for CTR under its credit facility. EMO confirms that CTR has $75,500,000 of borrowings outstanding under its credit facility and will revise the disclosure accordingly. 18. On page S-1 of the Statement of Additional Information, please change the relevant heading in the table of contents to “Supplemental Financial Information.” EMO confirms it will revise the heading in the table of contents to state “Supplemental Financial Information.” 19. On page S-2 of the Statement of Additional Information, if there will be any sales of portfolio securities or re-positioning unrelated to the Mergers, please add disclosure to that effect and provide the percentage of the Target Fund’s securities that will be sold. See Dear CFO Letter 2023-02. EMO confirms that each Target Fund anticipates selling portfolio securities in the normal course of business and not in connection with the Mergers. As such, EMO respectfully declines to include the requested disclosure. Legal Comments Received on March 1, 2024 20. In the Stockholder Letter, please disclose what prompted the Mergers and disclose that the Mergers will follow the tender offers. Please also describe the tender offers and the relationship between the tender offers and the Mergers. Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment. 21. In the “Important News For Stockholders” section of the Registration Statement, please address the business and/or other reasons that prompted the Mergers, including the issues that the Mergers are designed to address and how the Mergers address such issues. Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment. 5 Securities and Exchange Commission April 5, 2024 22. The Registration Statement indicates that discussions regarding the consideration of the Mergers started in January of 2024. If strategic discussions began before January, please include background disclosure regarding those discussions. Please see EMO’s response in its letter dated March 13, 2024 to the Staff’s comment. 23. In correspondence, please confirm whether the preferred shareholders will vote separately. If not, please provide analysis for why a separate vote is not required. EMO believes that a separate vote is not required for the Target Fund preferred stockholders. Following the completion of the Mergers, the holders of each Target Fund’s Mandatory Redeemable Preferred Stock (“MRPS”) will receive shares of newly issued EMO MRPS with the same aggregate liquidation preference and identical terms as they had prior to the completion of the Mergers. In other words, EMO believes that the holders of the Target Funds’ MRPS are effectively in the same position prior to and following the Mergers. As such, EMO believes that the holders of the Target Funds’ current MRPS are not adversely impacted by the Mergers and, thus, they are not entitled to vote on the Mergers as a separate class from the common stockholders of each Target Fund. Moreover, the holders of each Target Fund’s MRPS will provide written consents in order to effect the Mergers. Given the very small number of MRPS holders, EMO believes there is no need to engage in a proxy solicitation in order to obtain their consents. 24. In correspondence, please provide analysis supporting the conclusion that EMO may amend its outstanding MRPS to align voting rights, as described in the fourth paragraph of the Stockholder Letter. EMO submits that Section 4(f) of each of its MRPS Articles Supplementary states that EMO may “amend, alter or repeal (including by merger, consolidation or otherwise) any of the preferences, rights or powers” of the outstanding MRPS by the affirmative vote of the holders of a majority of the outstanding MRPS, who have the exclusive right t