81_FR_75057 81 FR 74849 - Nuveen Fund Advisors, LLC, et al.; Notice of Application

81 FR 74849 - Nuveen Fund Advisors, LLC, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 208 (October 27, 2016)

Page Range74849-74851
FR Document2016-25942

Federal Register, Volume 81 Issue 208 (Thursday, October 27, 2016) 
[Federal Register Volume 81, Number 208 (Thursday, October 27, 2016)]
[Notices]
[Pages 74849-74851]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-25942]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32322; File No. 812-14619]


Nuveen Fund Advisors, LLC, et al.; Notice of Application

October 21, 2016.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application for an order pursuant to: (a) Section 
6(c) of the Investment Company Act of 1940 (``Act'') granting an 
exemption from sections 18(f) and 21(b) of the Act; (b) section 
12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of 
the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption 
from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) 
section 17(d) of the Act and rule 17d-1 under the Act to permit certain 
joint arrangements and transactions. Applicants request an order that 
would permit certain registered open-end management investment 
companies to participate in a joint lending and borrowing facility.

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APPLICANTS:  Nuveen All Cap Energy MLP Opportunities Fund, Nuveen AMT-
Free Municipal Value Fund, Nuveen AMT-Free Quality Municipal Income 
Fund, Nuveen Arizona Premium Income Municipal Fund, Nuveen Build 
America Bond Fund, Nuveen Build America Bond Opportunity Fund, Nuveen 
California AMT-Free Municipal Income Fund, Nuveen California Dividend 
Advantage Municipal Fund, Nuveen California Dividend Advantage 
Municipal Fund 2, Nuveen California Dividend Advantage Municipal Fund 
3, Nuveen California Municipal Value Fund 2, Nuveen California 
Municipal Value Fund, Inc., Nuveen California Select Tax-Free Income 
Portfolio, Nuveen Connecticut Premium Income Municipal Fund, Nuveen 
Core Equity Alpha Fund, Nuveen Credit Strategies Income Fund, Nuveen 
Diversified Dividend and Income Fund, Nuveen Dow 30SM Dynamic Overwrite 
Fund, Nuveen Energy MLP Total Return Fund, Nuveen Enhanced AMT-Free 
Municipal Credit Opportunities Fund, Nuveen Enhanced Municipal Credit 
Opportunities Fund, Nuveen Enhanced Municipal Value Fund, Nuveen 
Flexible Investment Income Fund, Nuveen Floating Rate Income Fund, 
Nuveen Floating Rate Income Opportunity Fund, Nuveen Georgia Dividend 
Advantage Municipal Fund 2, Nuveen Global High Income Fund, Nuveen 
Global Equity Income Fund, Nuveen High Income 2020 Target Term Fund, 
Nuveen High Income December 2018 Target Term Fund, Nuveen High Income 
December 2019 Target Term Fund, Nuveen High Income November 2021 Target 
Term Fund, Nuveen Intermediate Duration Municipal Term Fund, Nuveen 
Intermediate Duration Quality Municipal Term Fund, Nuveen Investment 
Funds, Inc., Nuveen Investment Trust, Nuveen Investment Trust II, 
Nuveen Investment Trust III, Nuveen Investment Trust V, Nuveen Managed 
Accounts Portfolios Trust, Nuveen Maryland Premium Income Municipal 
Fund, Nuveen Massachusetts Premium Income Municipal Fund, Nuveen 
Michigan Quality Income Municipal Fund, Nuveen Minnesota Municipal 
Income Fund, Nuveen Missouri Premium Income Municipal Fund, Nuveen 
Mortgage Opportunity Term Fund 2, Nuveen Mortgage Opportunity Term 
Fund, Nuveen Multi-Market Income Fund, Nuveen Multistate Trust I, 
Nuveen Multistate Trust II, Nuveen Multistate Trust III, Nuveen 
Multistate Trust IV, Nuveen Municipal 2021 Target Term Fund, Nuveen 
Municipal High Income Opportunity Fund, Nuveen Municipal Income Fund, 
Inc., Nuveen Municipal Trust, Nuveen Municipal Value Fund, Inc., Nuveen 
NASDAQ 100 Dynamic Overwrite Fund, Nuveen New Jersey Dividend Advantage 
Municipal Fund, Nuveen New Jersey Municipal Value Fund, Nuveen New York 
AMT-Free Municipal Income Fund, Nuveen New York Dividend Advantage 
Municipal Fund, Nuveen New York Municipal Value Fund 2, Nuveen New York 
Municipal Value Fund, Inc., Nuveen New York Select Tax-Free Income 
Portfolio, Nuveen North Carolina Premium Income Municipal Fund, Nuveen 
Ohio Quality Income Municipal Fund, Nuveen Pennsylvania Investment 
Quality Municipal Fund, Nuveen Pennsylvania Municipal Value Fund, 
Nuveen Preferred and Income Term Fund, Nuveen Preferred Income 
Opportunities Fund, Nuveen Preferred Securities Income Fund, Nuveen 
Quality Municipal Income Fund, Nuveen Real Asset Income and Growth 
Fund, Nuveen Real Estate Income Fund, Nuveen S&P 500 Buy-Write Income 
Fund, Nuveen S&P 500 Dynamic Overwrite Fund, Nuveen Select Maturities 
Municipal Fund, Nuveen Select Tax-Free Income Portfolio, Nuveen Select 
Tax-Free Income Portfolio 2, Nuveen Select Tax-Free Income Portfolio 3, 
Nuveen Senior Income Fund, Nuveen Short Duration Credit Opportunities 
Fund, Nuveen Strategy Funds, Inc., Nuveen Tax-Advantaged Dividend 
Growth Fund, Nuveen Tax-Advantaged Total Return Strategy Fund, Nuveen 
Texas Quality Income Municipal Fund, Nuveen Virginia Premium Income 
Municipal Fund, Diversified Real Asset Income Fund, each an investment 
company organized as a business trust or a corporation under the laws 
of Massachusetts, Maryland or Minnesota and registered under the Act as 
an open-end or closed-end management investment company,\1\ and Nuveen 
Fund Advisors, LLC (the ``Adviser''), a Delaware limited liability 
company registered as an investment adviser under the Investment 
Advisers Act of 1940.
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    \1\ The Funds (as defined below) that are closed-end management 
investment companies will not participate as borrowers in the 
interfund lending facility. None of the Funds are, or will be, money 
market funds that comply with rule 2a-7 under the Act.

FILING DATES:  The application was filed on February 23, 2016 and 
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amended on July 1, 2016 and September 30, 2016.

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

[[Page 74850]]

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 November 
15, 2016 and should be accompanied by proof of service on the 
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: Nuveen Fund 
Advisors, LLC, 333 West Wacker Drive, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, at 
(202) 551-6876 or Mary Kay Frech, 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.

Summary of the Application

    1. Applicants request an order that would permit the applicants to 
participate in an interfund lending facility where each Fund could lend 
money directly to and borrow money directly from other Funds to cover 
unanticipated cash shortfalls, such as unanticipated redemptions or 
trade fails.\2\ The Funds will not borrow under the facility for 
leverage purposes and the loans' duration will be no more than 7 
days.\3\
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    \2\ Applicants request that the order apply to the applicants 
and to any existing or future registered open-end or closed-end 
management investment company or series thereof for which the 
Adviser or any successor thereto or an investment adviser 
controlling, controlled by, or under common control with the Adviser 
or any successor thereto serves as investment adviser (each a 
``Fund'' and collectively the ``Funds'' and each such investment 
adviser an ``Adviser''). For purposes of the requested order, 
``successor'' is limited to any entity that results from a 
reorganization into another jurisdiction or a change in the type of 
a business organization.
    \3\ Any Fund, however, will be able to call a loan on one 
business day's notice.
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    2. Applicants anticipate that the proposed facility would provide a 
borrowing Fund with a source of liquidity at a rate lower than the bank 
borrowing rate at times when the cash position of the Fund is 
insufficient to meet temporary cash requirements. In addition, Funds 
making short-term cash loans directly to other Funds would earn 
interest at a rate higher than they otherwise could obtain from 
investing their cash in repurchase agreements or certain other short 
term money market instruments. Thus, applicants assert that the 
facility would benefit both borrowing and lending Funds.
    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Among others, the Adviser, through a designated committee, would 
administer the facility as a disinterested fiduciary as part of its 
duties under the investment management and administrative agreements 
with the Funds and would receive no additional fee as compensation for 
its services in connection with the administration of the facility. The 
facility would be subject to oversight and certain approvals by the 
Funds' Board, including, among others, approval of the interest rate 
formula and of the method for allocating loans across Funds, as well as 
review of the process in place to evaluate the liquidity implications 
for the Funds. A Fund's aggregate outstanding interfund loans will not 
exceed 15% of its net assets, and the Fund's loans to any one Fund will 
not exceed 5% of the lending Fund's net assets.\4\
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    \4\ Under certain circumstances, a borrowing Fund will be 
required to pledge collateral to secure the loan.
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    4. Applicants assert that the facility does not raise the concerns 
underlying section 12(d)(1) of the Act given that the Funds are part of 
the same group of investment companies and there will be no duplicative 
costs or fees to the Funds.\5\ Applicants also assert that the proposed 
transactions do not raise the concerns underlying sections 17(a)(1), 
17(a)(3), 17(d) and 21(b) of the Act as the Funds would not engage in 
lending transactions that unfairly benefit insiders or are detrimental 
to the Funds. Applicants state that the facility will offer both 
reduced borrowing costs and enhanced returns on loaned funds to all 
participating Funds and each Fund would have an equal opportunity to 
borrow and lend on equal terms based on an interest rate formula that 
is objective and verifiable. With respect to the relief from section 
17(a)(2) of the Act, applicants note that any collateral pledged to 
secure an interfund loan would be subject to the same conditions 
imposed by any other lender to a Fund that imposes conditions on the 
quality of or access to collateral for a borrowing (if the lender is 
another Fund) or the same or better conditions (in any other 
circumstance).\6\
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    \5\ Applicants state that the obligation to repay an interfund 
loan could be deemed to constitute a security for the purposes of 
sections 17(a)(1) and 12(d)(1) of the Act.
    \6\ Applicants state that any pledge of securities to secure an 
interfund loan could constitute a purchase of securities for 
purposes of section 17(a)(2) of the Act.
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    5. Applicants also believe that the limited relief from section 
18(f)(1) of the Act that is necessary to implement the facility 
(because the lending Funds are not banks) is appropriate in light of 
the conditions and safeguards described in the application and because 
the open-end Funds would remain subject to the requirement of section 
18(f)(1) that all borrowings of the open-end Fund, including combined 
interfund loans and bank borrowings, have at least 300% asset coverage.
    6. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if 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. Section 12(d)(1)(J) 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 section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act. Rule 
17d-1(b) under the Act provides that in passing upon an application 
filed under the rule, the Commission will consider whether the 
participation of the registered investment company in a joint 
enterprise, joint arrangement or profit sharing plan on the basis 
proposed is consistent with the provisions, policies and purposes of 
the Act and the extent to which such participation is on a basis 
different from or less advantageous than that of the other 
participants.


[[Page 74851]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-25942 Filed 10-26-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices 74849 Commission, and all written AMT-Free Municipal Value Fund, NASDAQ 100 Dynamic Overwrite Fund, communications relating to the Nuveen AMT-Free Quality Municipal Nuveen New Jersey Dividend Advantage proposed rule change between the Income Fund, Nuveen Arizona Premium Municipal Fund, Nuveen New Jersey Commission and any person, other than Income Municipal Fund, Nuveen Build Municipal Value Fund, Nuveen New those that may be withheld from the America Bond Fund, Nuveen Build York AMT-Free Municipal Income public in accordance with the America Bond Opportunity Fund, Fund, Nuveen New York Dividend provisions of 5 U.S.C. 552, will be Nuveen California AMT-Free Municipal Advantage Municipal Fund, Nuveen available for Web site viewing and Income Fund, Nuveen California New York Municipal Value Fund 2, printing in the Commission’s Public Dividend Advantage Municipal Fund, Nuveen New York Municipal Value Reference Room, 100 F Street NE., Nuveen California Dividend Advantage Fund, Inc., Nuveen New York Select Washington, DC 20549, on official Municipal Fund 2, Nuveen California Tax-Free Income Portfolio, Nuveen business days between the hours of Dividend Advantage Municipal Fund 3, North Carolina Premium Income 10:00 a.m. and 3:00 p.m. Copies of the Nuveen California Municipal Value Municipal Fund, Nuveen Ohio Quality filing also will be available for Fund 2, Nuveen California Municipal Income Municipal Fund, Nuveen inspection and copying at the principal Value Fund, Inc., Nuveen California Pennsylvania Investment Quality office of the Exchange. All comments Select Tax-Free Income Portfolio, Municipal Fund, Nuveen Pennsylvania received will be posted without change; Nuveen Connecticut Premium Income Municipal Value Fund, Nuveen the Commission does not edit personal Municipal Fund, Nuveen Core Equity Preferred and Income Term Fund, identifying information from Alpha Fund, Nuveen Credit Strategies Nuveen Preferred Income Opportunities submissions. You should submit only Income Fund, Nuveen Diversified Fund, Nuveen Preferred Securities information that you wish to make Dividend and Income Fund, Nuveen Income Fund, Nuveen Quality available publicly. All submissions Dow 30SM Dynamic Overwrite Fund, Municipal Income Fund, Nuveen Real should refer to File Number SR–NYSE– Nuveen Energy MLP Total Return Fund, Asset Income and Growth Fund, 2016–67, and should be submitted on or Nuveen Enhanced AMT-Free Municipal Nuveen Real Estate Income Fund, before November 17, 2016. Credit Opportunities Fund, Nuveen Nuveen S&P 500 Buy-Write Income For the Commission, by the Division of Enhanced Municipal Credit Fund, Nuveen S&P 500 Dynamic Trading and Markets, pursuant to delegated Opportunities Fund, Nuveen Enhanced Overwrite Fund, Nuveen Select authority.13 Municipal Value Fund, Nuveen Flexible Maturities Municipal Fund, Nuveen Brent J. Fields, Investment Income Fund, Nuveen Select Tax-Free Income Portfolio, Secretary. Floating Rate Income Fund, Nuveen Nuveen Select Tax-Free Income [FR Doc. 2016–25937 Filed 10–26–16; 8:45 am] Floating Rate Income Opportunity Portfolio 2, Nuveen Select Tax-Free Fund, Nuveen Georgia Dividend Income Portfolio 3, Nuveen Senior BILLING CODE 8011–01–P Advantage Municipal Fund 2, Nuveen Income Fund, Nuveen Short Duration Global High Income Fund, Nuveen Credit Opportunities Fund, Nuveen SECURITIES AND EXCHANGE Global Equity Income Fund, Nuveen Strategy Funds, Inc., Nuveen Tax- COMMISSION High Income 2020 Target Term Fund, Advantaged Dividend Growth Fund, Nuveen High Income December 2018 Nuveen Tax-Advantaged Total Return [Investment Company Act Release No. Strategy Fund, Nuveen Texas Quality Target Term Fund, Nuveen High Income 32322; File No. 812–14619] Income Municipal Fund, Nuveen December 2019 Target Term Fund, Nuveen High Income November 2021 Virginia Premium Income Municipal Nuveen Fund Advisors, LLC, et al.; Target Term Fund, Nuveen Intermediate Fund, Diversified Real Asset Income Notice of Application Duration Municipal Term Fund, Nuveen Fund, each an investment company October 21, 2016. Intermediate Duration Quality organized as a business trust or a AGENCY: Securities and Exchange Municipal Term Fund, Nuveen corporation under the laws of Commission (‘‘Commission’’). Investment Funds, Inc., Nuveen Massachusetts, Maryland or Minnesota ACTION: Notice of an application for an Investment Trust, Nuveen Investment and registered under the Act as an open- order pursuant to: (a) Section 6(c) of the Trust II, Nuveen Investment Trust III, end or closed-end management Investment Company Act of 1940 Nuveen Investment Trust V, Nuveen investment company,1 and Nuveen (‘‘Act’’) granting an exemption from Managed Accounts Portfolios Trust, Fund Advisors, LLC (the ‘‘Adviser’’), a sections 18(f) and 21(b) of the Act; (b) Nuveen Maryland Premium Income Delaware limited liability company section 12(d)(1)(J) of the Act granting an Municipal Fund, Nuveen Massachusetts registered as an investment adviser exemption from section 12(d)(1) of the Premium Income Municipal Fund, under the Investment Advisers Act of Act; (c) sections 6(c) and 17(b) of the Nuveen Michigan Quality Income 1940. Act granting an exemption from sections Municipal Fund, Nuveen Minnesota FILING DATES: The application was filed 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; Municipal Income Fund, Nuveen on February 23, 2016 and amended on and (d) section 17(d) of the Act and rule Missouri Premium Income Municipal July 1, 2016 and September 30, 2016. 17d–1 under the Act to permit certain Fund, Nuveen Mortgage Opportunity HEARING OR NOTIFICATION OF HEARING: joint arrangements and transactions. Term Fund 2, Nuveen Mortgage An order granting the requested relief Applicants request an order that would Opportunity Term Fund, Nuveen Multi- will be issued unless the Commission permit certain registered open-end Market Income Fund, Nuveen Multistate orders a hearing. Interested persons may Trust I, Nuveen Multistate Trust II, sradovich on DSK3GMQ082PROD with NOTICES management investment companies to request a hearing by writing to the participate in a joint lending and Nuveen Multistate Trust III, Nuveen Commission’s Secretary and serving borrowing facility. Multistate Trust IV, Nuveen Municipal 2021 Target Term Fund, Nuveen 1 The Funds (as defined below) that are closed- Nuveen All Cap Energy APPLICANTS: Municipal High Income Opportunity end management investment companies will not participate as borrowers in the interfund lending MLP Opportunities Fund, Nuveen Fund, Nuveen Municipal Income Fund, facility. None of the Funds are, or will be, money Inc., Nuveen Municipal Trust, Nuveen market funds that comply with rule 2a–7 under the 13 17 CFR 200.30–3(a)(12). Municipal Value Fund, Inc., Nuveen Act. VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\27OCN1.SGM 27OCN1

74850 Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices applicants with a copy of the request, liquidity at a rate lower than the bank Act, applicants note that any collateral personally or by mail. Hearing requests borrowing rate at times when the cash pledged to secure an interfund loan should be received by the Commission position of the Fund is insufficient to would be subject to the same conditions by 5:30 p.m. on November 15, 2016 and meet temporary cash requirements. In imposed by any other lender to a Fund should be accompanied by proof of addition, Funds making short-term cash that imposes conditions on the quality service on the applicants, in the form of loans directly to other Funds would of or access to collateral for a borrowing an affidavit, or, for lawyers, a certificate earn interest at a rate higher than they (if the lender is another Fund) or the of service. Pursuant to Rule 0–5 under otherwise could obtain from investing same or better conditions (in any other the Act, hearing requests should state their cash in repurchase agreements or circumstance).6 the nature of the writer’s interest, any certain other short term money market 5. Applicants also believe that the facts bearing upon the desirability of a instruments. Thus, applicants assert that limited relief from section 18(f)(1) of the hearing on the matter, the reason for the the facility would benefit both Act that is necessary to implement the request, and the issues contested. borrowing and lending Funds. facility (because the lending Funds are Persons who wish to be notified of a 3. Applicants agree that any order not banks) is appropriate in light of the hearing may request notification by granting the requested relief will be conditions and safeguards described in writing to the Commission’s Secretary. subject to the terms and conditions the application and because the open- ADDRESSES: Secretary, U.S. Securities stated in the application. Among others, end Funds would remain subject to the and Exchange Commission, 100 F Street the Adviser, through a designated requirement of section 18(f)(1) that all NE., Washington, DC, 20549–1090; committee, would administer the borrowings of the open-end Fund, Applicants: Nuveen Fund Advisors, facility as a disinterested fiduciary as including combined interfund loans and LLC, 333 West Wacker Drive, Chicago, part of its duties under the investment bank borrowings, have at least 300% IL 60606. management and administrative asset coverage. agreements with the Funds and would 6. Section 6(c) of the Act permits the FOR FURTHER INFORMATION CONTACT: receive no additional fee as Commission to exempt any persons or Deepak T. Pai, Senior Counsel, at (202) compensation for its services in 551–6876 or Mary Kay Frech, Branch transactions from any provision of the connection with the administration of Act if such exemption is necessary or Chief, at (202) 551–6821 (Division of the facility. The facility would be Investment Management, Chief appropriate in the public interest and subject to oversight and certain consistent with the protection of Counsel’s Office). approvals by the Funds’ Board, investors and the purposes fairly SUPPLEMENTARY INFORMATION: The including, among others, approval of the intended by the policy and provisions of following is a summary of the interest rate formula and of the method the Act. Section 12(d)(1)(J) of the Act application. The complete application for allocating loans across Funds, as provides that the Commission may may be obtained via the Commission’s well as review of the process in place to exempt any person, security, or Web site by searching for the file evaluate the liquidity implications for transaction, or any class or classes of number, or an applicant using the the Funds. A Fund’s aggregate persons, securities, or transactions, from Company name box, at http:// outstanding interfund loans will not any provision of section 12(d)(1) if the www.sec.gov/search/search.htm or by exceed 15% of its net assets, and the exemption is consistent with the public calling (202) 551–8090. Fund’s loans to any one Fund will not interest and the protection of investors. Summary of the Application exceed 5% of the lending Fund’s net Section 17(b) of the Act authorizes the assets.4 Commission to grant an order 1. Applicants request an order that 4. Applicants assert that the facility would permit the applicants to permitting a transaction otherwise does not raise the concerns underlying prohibited by section 17(a) if it finds participate in an interfund lending section 12(d)(1) of the Act given that the facility where each Fund could lend that (a) the terms of the proposed Funds are part of the same group of transaction are fair and reasonable and money directly to and borrow money investment companies and there will be directly from other Funds to cover do not involve overreaching on the part no duplicative costs or fees to the of any person concerned; (b) the unanticipated cash shortfalls, such as Funds.5 Applicants also assert that the unanticipated redemptions or trade proposed transaction is consistent with proposed transactions do not raise the fails.2 The Funds will not borrow under the policies of each registered concerns underlying sections 17(a)(1), the facility for leverage purposes and investment company involved; and (c) 17(a)(3), 17(d) and 21(b) of the Act as the loans’ duration will be no more than the proposed transaction is consistent the Funds would not engage in lending 7 days.3 with the general purposes of the Act. transactions that unfairly benefit 2. Applicants anticipate that the Rule 17d–1(b) under the Act provides insiders or are detrimental to the Funds. proposed facility would provide a that in passing upon an application filed Applicants state that the facility will borrowing Fund with a source of under the rule, the Commission will offer both reduced borrowing costs and consider whether the participation of enhanced returns on loaned funds to all 2 Applicants request that the order apply to the the registered investment company in a participating Funds and each Fund applicants and to any existing or future registered joint enterprise, joint arrangement or open-end or closed-end management investment would have an equal opportunity to profit sharing plan on the basis company or series thereof for which the Adviser or borrow and lend on equal terms based proposed is consistent with the any successor thereto or an investment adviser on an interest rate formula that is controlling, controlled by, or under common provisions, policies and purposes of the objective and verifiable. With respect to control with the Adviser or any successor thereto Act and the extent to which such sradovich on DSK3GMQ082PROD with NOTICES serves as investment adviser (each a ‘‘Fund’’ and the relief from section 17(a)(2) of the participation is on a basis different from collectively the ‘‘Funds’’ and each such investment adviser an ‘‘Adviser’’). For purposes of the 4 Under certain circumstances, a borrowing Fund or less advantageous than that of the requested order, ‘‘successor’’ is limited to any entity will be required to pledge collateral to secure the other participants. that results from a reorganization into another loan. jurisdiction or a change in the type of a business 5 Applicants state that the obligation to repay an 6 Applicants state that any pledge of securities to organization. interfund loan could be deemed to constitute a secure an interfund loan could constitute a 3 Any Fund, however, will be able to call a loan security for the purposes of sections 17(a)(1) and purchase of securities for purposes of section on one business day’s notice. 12(d)(1) of the Act. 17(a)(2) of the Act. VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 E:\FR\FM\27OCN1.SGM 27OCN1

Federal Register / Vol. 81, No. 208 / Thursday, October 27, 2016 / Notices 74851 For the Commission, by the Division of of the most significant parts of such continued listing of the Affiliate Investment Management, under delegated statements. Security on the Exchange, an authority. independent accounting firm will Brent J. Fields, A. Self-Regulatory Organization’s review the listing standards for the Secretary. Statement of the Purpose of, and the Affiliate Security and a copy of the Statutory Basis for, the Proposed Rule [FR Doc. 2016–25942 Filed 10–26–16; 8:45 am] report shall be forwarded promptly to Change BILLING CODE 8011–01–P the Securities and Exchange 1. Purpose Commission (‘‘Commission’’). The The Exchange proposes to amend Exchange proposes to expand Rule SECURITIES AND EXCHANGE Rule 497—Equities (Additional 497—Equities (c)(2) to require that such COMMISSION Requirements for Listed Securities report also be forwarded to the ROC. [Release No. 34–79132; File No. SR– Issued by Intercontinental Exchange, The Exchange proposes to make the NYSEMKT–2016–94] Inc. or its Affiliates) regarding the following additional, non-substantive requirements for the listing of securities changes to Rule 497—Equities (c): Self-Regulatory Organizations; NYSE that are issued by the Exchange or any • It proposes to move ‘‘the Exchange MKT LLC; Notice of Filing and of its affiliates. Rule 497—Equities sets shall’’ from the end of Rule 497— Immediate Effectiveness of Proposed forth certain requirements that Equities (c) to the start of Rule 497— Rule Change Amending Rule 497— securities issued by the Exchange’s Equities (c)(1), as the text only applies Equities ultimate parent, Intercontinental to Rule 497—Equities (c)(1), and not Exchange, Inc. (‘‘ICE’’), or its affiliates, sub-paragraphs (2) or (3), and change October 21, 2016. ‘‘shall’’ to ‘‘will.’’ Pursuant to Section 19(b)(1) 1 of the must meet before they can be listed on the Exchange, including certain pre- • It proposes to add ‘‘and trading’’ Securities Exchange Act of 1934 (the after ‘‘Throughout the continued ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 listing approvals and post-listing monitoring requirements. listing’’ in Rule 497—Equities (c), as notice is hereby given that on October Rule 497—Equities (c)(1) references the 13, 2016, NYSE MKT LLC (the Specifically, the Exchange is proposing to make the following listing of Affiliate Securities, as well as ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with their trading. the Securities and Exchange changes to Rule 497—Equities: (i) Expand the definition of Affiliate • The Exchange proposes to delete an Commission (the ‘‘Commission’’) the extraneous ‘‘that’’ from the final clause proposed rule change as described in Security under Rule 497—Equities (a)(2); (ii) require that the annual review of Rule 497—Equities (c)(1)(b), so that it Items I and II below, which Items have reads as follows: been prepared by the self-regulatory required under Rule 497—Equities (c)(2) be forwarded to the Exchange’s Exchange regulatory staff’s monitoring organization. The Commission is of the trading of the Affiliate Security publishing this notice to solicit Regulatory Oversight Committee (‘‘ROC’’); and (iii) make non-substantive including summaries of all related comments on the proposed rule change surveillance alerts, complaints, from interested persons. typographical changes. Rule 497—Equities (a)(2) currently regulatory referrals, adjusted trades, I. Self-Regulatory Organization’s defines ‘‘Affiliate Security’’ as ‘‘any investigations, examinations, formal and Statement of the Terms of Substance of security issued by an ICE Affiliate.’’ 4 informal disciplinary actions, exception the Proposed Rule Change The Exchange proposes to expand the reports and trading data used to ensure definition of Affiliate Security to the Affiliate Security’s compliance with The Exchange proposes to amend the Exchange’s listing and trading rules. Rule 497—Equities regarding the include any Exchange-listed option on any security issued by an ICE Affiliate. The Exchange notes that the proposed requirements for the listing of securities amendments would be consistent with that are issued by the Exchange or any As a consequence, under Rule 497— Equities (b), prior to listing any new recent changes to the Bats BZX of its affiliates. The proposed rule Exchange, Inc. (‘‘BZX’’) Rule 14.3 change is available on the Exchange’s class of options on a security issued by an ICE Affiliate, Exchange regulatory regarding requirements for the listing of Web site at www.nyse.com, at the securities listed by BZX or any of its principal office of the Exchange, and at staff would be required to make a finding that the option class satisfies the affiliates.5 the Commission’s Public Reference Room. Exchange’s rules for listing, and the 2. Statutory Basis ROC would be required to approve such II. Self-Regulatory Organization’s finding. Likewise, throughout the The Exchange believes that the Statement of the Purpose of, and continued listing of such option class on proposed rule change is consistent with Statutory Basis for, the Proposed Rule the Exchange, it would be covered by Section 6(b) of the Exchange Act 6 in Change the reporting requirements of Rule general, and Section 6(b)(5) 7 in 497—Equities (c). particular, in that it because it is In its filing with the Commission, the In the event that an ICE Affiliate lists designed to prevent fraudulent and self-regulatory organization included an Affiliate Security, Rule 497—Equities manipulative acts and practices, to statements concerning the purpose of, (c)(2) requires that, throughout the promote just and equitable principles of and basis for, the proposed rule change trade, to foster cooperation and and discussed any comments it received 4 For purposes of Rule 497—Equities, an ‘‘ICE coordination with persons engaged in on the proposed rule change. The text Affiliate’’ is ‘‘ICE and any entity that directly or regulating, clearing, settling, processing sradovich on DSK3GMQ082PROD with NOTICES of those statements may be examined at indirectly, through one or more intermediaries, information with respect to, and the places specified in Item IV below. controls, is controlled by, or is under common facilitating transactions in securities, to The Exchange has prepared summaries, control with ICE, where ‘control’ means that one set forth in sections A, B, and C below, entity possesses, directly or indirectly, voting 5 See Securities Exchange Act Release No. 77639 control of the other entity either through ownership of capital stock or other equity securities or through (April 18, 2016), 81 FR 23768 (April 22, 2016) (SR– 1 15 U.S.C. 78s(b)(1). BatsBZX–2016–08). majority representation on the board of directors or 2 15 U.S.C. 78a. 6 15 U.S.C. 78f(b). other management body of such entity.’’ Rule 497— 3 17 CFR 240.19b–4. Equities (a)(1). 7 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:43 Oct 26, 2016 Jkt 241001 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 E:\FR\FM\27OCN1.SGM 27OCN1


Document Created: 2016-10-27 01:52:35
Document Modified: 2016-10-27 01:52:35
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of an application for an order pursuant to: (a) Section 6(c) of the Investment Company Act of 1940 (``Act'') granting an exemption from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint arrangements and transactions. Applicants request an order that would permit certain registered open-end management investment companies to participate in a joint lending and borrowing facility.
DatesThe application was filed on February 23, 2016 and
ContactDeepak T. Pai, Senior Counsel, at (202) 551-6876 or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 74849 
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