82 FR 10516 - NorthStar/Townsend Institutional Real Estate Fund Inc., et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 28 (February 13, 2017)

Page Range		10516-10518
FR Document		2017-02835
Summary of Application: Applicants request an order to permit certain registered closed-end management investment companies to issue multiple classes of shares and to impose asset-based distribution and/ or service fees and early withdrawal charges (``EWCs''). Applicants: NorthStar/Townsend Institutional Real Estate Fund Inc. (the ``Fund''), Townsend Holdings LLC (the ``Adviser''), and NSAM B- TCEF Ltd. (the ``Sub-Adviser,'' and together with the Adviser, the ``Advisers'').
Federal Register, Volume 82 Issue 28 (Monday, February 13, 2017)
[Federal Register Volume 82, Number 28 (Monday, February 13, 2017)]
[Notices]
[Pages 10516-10518]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-02835]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. IC-32472; File No. 812-14708]


NorthStar/Townsend Institutional Real Estate Fund Inc., et al.; 
Notice of Application

February 7, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 
18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c)(3) 
of the Act for an exemption from rule 23c-3 under the Act, and for an 
order pursuant to section 17(d) of the Act and rule 17d-1 under the 
Act.

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SUMMARY: 
    Summary of Application: Applicants request an order to permit 
certain registered closed-end management investment companies to issue 
multiple classes of shares and to impose asset-based distribution and/
or service fees and early withdrawal charges (``EWCs'').
    Applicants: NorthStar/Townsend Institutional Real Estate Fund Inc. 
(the ``Fund''), Townsend Holdings LLC (the ``Adviser''), and NSAM B-
TCEF Ltd. (the ``Sub-Adviser,'' and together with the Adviser, the 
``Advisers'').

DATES: 
    Filing Dates: The application was filed on October 19, 2016, 
January 6, 2017, and January 20, 2017.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 6, 2017, 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: NorthStar/Townsend 
Institutional Real Estate Fund Inc., 399 Park Avenue, 18th Floor, New 
York, NY 10022; Townsend Holdings LLC, Skylight Office Tower, 1660 West 
Second Street, 4th Floor, Cleveland, Ohio 44113; NSAM B-TCEF Ltd., 11 
Waterloo Lane, Pembroke, HM 08, Bermuda.

FOR FURTHER INFORMATION CONTACT:  Jill Ehrlich, Senior Counsel, at 
(202) 551-6819, or David J. Marcinkus, 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 for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. The Fund is a Maryland corporation that has registered under the 
Act as a non-diversified, closed-end management investment company. The 
Fund's primary investment objectives are to realize capital 
appreciation and to preserve shareholders' capital, with a secondary 
objective of generating income through cash distributions.
    2. The Adviser is a Delaware limited liability company that is 
doing business as the Townsend Group and is registered as an investment 
adviser under the Investment Advisers Act of 1940 (``Advisers Act''). 
The Adviser serves as investment adviser to the Fund.
    3. The Sub-Adviser is a Bermuda limited exempted company and is a 
registered investment adviser under the Advisers Act. The Sub-Adviser 
serves as the investment sub-adviser to the Fund.
    4. The applicants seek an order to permit the Fund to issue 
multiple classes of shares, each having its own fee and expense 
structure, and to impose asset-based distribution and/or service fees 
and EWCs.
    5. Applicants request that the order also apply to any 
continuously-offered registered closed-end management investment 
company that has been previously organized or that may be organized in 
the future for which the Adviser or any entity controlling, controlled 
by, or under common control with the Adviser, or any successor in 
interest to any such entity,\1\ acts as investment adviser and which 
operates as an interval fund pursuant to rule 23c-3 under the Act or 
provides periodic liquidity with respect to its shares pursuant to rule 
13e-4 under the Securities Exchange Act of 1934 (``Exchange Act'') 
(each, a ``Future Fund'' and together with the Fund, the ``Funds'').\2\
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    \1\ A successor in interest is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \2\ Any Fund relying on this relief in the future will do so in 
a manner consistent with the terms and conditions of the 
application. Applicants represent that each entity presently 
intending to rely on the requested relief is listed as an applicant.
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    6. The Fund intends to make a continuous public offering of its 
common stock upon a declaration of effectiveness of its registration 
statement (File Nos. 333-214167 and 811-23200). Applicants state that 
additional offerings by any Fund relying on the order may be on a 
private placement or public offering basis. Shares of the Funds will 
not be listed on any securities exchange, nor quoted on any quotation 
medium. The Funds do not expect there to be a secondary trading market 
for their shares.
    7. If the requested relief is granted, the Fund intends to 
continuously offer Class A Shares, Class C Shares, and Class I Shares. 
Because of the different distribution and/or service fees, services and 
any other class expenses that may be attributable to the Class A 
Shares, Class C Shares and Class I Shares, the net income attributable 
to, and the dividends payable on, each class of shares may differ from 
each other.
    8. Applicants state that, from time to time, the Fund may create 
additional

[[Page 10517]]

classes of shares, the terms of which may differ from the Class A, 
Class C and Class I Shares in the following respects: (i) The amount of 
fees permitted by different distribution plans or different service fee 
arrangements; (ii) voting rights with respect to a distribution and/or 
service plan of a class; (iii) different class designations; (iv) the 
impact of any class expenses directly attributable to a particular 
class of shares allocated on a class basis as described in the 
application; (v) any differences in dividends and net asset value 
resulting from differences in fees under a distribution and/or service 
plan or in class expenses; (vi) any EWC or other sales load structure; 
and (vii) exchange or conversion privileges of the classes as permitted 
under the Act.
    9. Applicants state that the Fund has adopted a fundamental policy 
to repurchase a specified percentage of its shares (no less than 5%, 
and not more than 25%) at net asset value on a quarterly basis. Such 
repurchase offers will be conducted pursuant to rule 23c-3 under the 
Act. Each of the other Funds will likewise adopt fundamental investment 
policies in compliance with rule 23c-3 and make quarterly repurchase 
offers to its shareholders or provide periodic liquidity with respect 
to its shares pursuant to rule 13e-4 under the Exchange Act.\3\ Any 
repurchase offers made by the Funds will be made to all holders of 
shares of each such Fund.
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    \3\ Applicants submit that rule 23c-3 and Regulation M under the 
Exchange Act permit an interval fund to make repurchase offers to 
repurchase its shares while engaging in a continuous offering of its 
shares pursuant to Rule 415 under the Securities Act of 1933.
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    10. Applicants represent that any asset-based service and 
distribution fees for each class of shares will comply with the 
provisions of NASD Rule 2830(d) (``NASD Sales Charge Rule'').\4\ 
Applicants also represent that each Fund will disclose in its 
prospectus the fees, expenses and other characteristics of each class 
of shares offered for sale by the prospectus, as is required for open-
end multiple class funds under Form N-1A. As is required for open-end 
funds, each Fund will disclose its expenses in shareholder reports, and 
describe any arrangements that result in breakpoints in or elimination 
of sales loads in its prospectus.\5\ In addition, applicants will 
comply with applicable enhanced fee disclosure requirements for fund of 
funds, including registered funds of hedge funds.\6\
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    \4\ Any reference to the NASD Sales Charge Rule includes any 
successor or replacement rule that may be adopted by the Financial 
Industry Regulatory Authority (``FINRA'').
    \5\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \6\ Fund of Funds Investments, Investment Company Act Rel. Nos. 
26198 (Oct. 1, 2003) (proposing release) and 27399 (Jun. 20, 2006) 
(adopting release). See also Rules 12d1-1, et seq. of the Act.
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    11. Each of the Funds will comply with any requirements that the 
Commission or FINRA may adopt regarding disclosure at the point of sale 
and in transaction confirmations about the costs and conflicts of 
interest arising out of the distribution of open-end investment company 
shares, and regarding prospectus disclosure of sales loads and revenue 
sharing arrangements, as if those requirements applied to the Fund. In 
addition, each Fund will contractually require that any distributor of 
the Fund's shares comply with such requirements in connection with the 
distribution of such Fund's shares.
    12. Each Fund will allocate all expenses incurred by it among the 
various classes of shares based on the net assets of the Fund 
attributable to each class, except that the net asset value and 
expenses of each class will reflect distribution fees, service fees, 
and any other incremental expenses of that class. Expenses of the Fund 
allocated to a particular class of shares will be borne on a pro rata 
basis by each outstanding share of that class. Applicants state that 
each Fund will comply with the provisions of rule 18f-3 under the Act 
as if it were an open-end investment company.
    13. Applicants state that each Fund may impose an EWC on shares 
submitted for repurchase that have been held less than a specified 
period and may waive the EWC for certain categories of shareholders or 
transactions to be established from time to time. Applicants state that 
each of the Funds will apply the EWC (and any waivers or scheduled 
variations of the EWC) uniformly to all shareholders in a given class 
and consistently with the requirements of rule 22d-1 under the Act as 
if the Funds were open-end investment companies.
    14. Each Fund operating as an interval fund pursuant to rule 23c-3 
under the Act may offer its shareholders an exchange feature under 
which the shareholders of the Fund may, in connection with the Fund's 
periodic repurchase offers, exchange their shares of the Fund for 
shares of the same class of (i) registered open-end investment 
companies or (ii) other registered closed-end investment companies that 
comply with rule 23c-3 under the Act and continuously offer their 
shares at net asset value, that are in the Fund's group of investment 
companies (collectively, ``Other Funds''). Shares of a Fund operating 
pursuant to rule 23c-3 that are exchanged for shares of Other Funds 
will be included as part of the amount of the repurchase offer amount 
for such Fund as specified in rule 23c-3 under the Act. Any exchange 
option will comply with rule 11a-3 under the Act, as if the Fund were 
an open-end investment company subject to rule 11a-3. In complying with 
rule 11a-3, each Fund will treat an EWC as if it were a contingent 
deferred sales load (``CDSL'').

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(a)(2) of the Act provides that a closed-end 
investment company may not issue or sell a senior security that is a 
stock unless certain requirements are met. Applicants state that the 
creation of multiple classes of shares of the Funds may violate section 
18(a)(2) because the Funds may not meet such requirements with respect 
to a class of shares that may be a senior security.
    2. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of shares of the Funds may be prohibited by section 
18(c), as a class may have priority over another class as to payment of 
dividends because shareholders of different classes would pay different 
fees and expenses.
    3. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that multiple classes of shares of the Funds 
may violate section 18(i) of the Act because each class would be 
entitled to exclusive voting rights with respect to matters solely 
related to that class.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule or regulation under the Act, if and to the extent such

[[Page 10518]]

exemption is necessary or appropriate in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act. Applicants request an 
exemption under section 6(c) from sections 18(a)(2), 18(c) and 18(i) to 
permit the Funds to issue multiple classes of shares.
    5. Applicants submit that the proposed allocation of expenses 
relating to distribution and voting rights among multiple classes is 
equitable and will not discriminate against any group or class of 
shareholders. Applicants submit that the proposed arrangements would 
permit a Fund to facilitate the distribution of its shares and provide 
investors with a broader choice of shareholder services. Applicants 
assert that the proposed closed-end investment company multiple class 
structure does not raise the concerns underlying section 18 of the Act 
to any greater degree than open-end investment companies' multiple 
class structures that are permitted by rule 18f-3 under the Act. 
Applicants state that each Fund will comply with the provisions of rule 
18f-3 as if it were an open-end investment company.

Early Withdrawal Charges

    1. Section 23(c) of the Act provides, in relevant part, that no 
registered closed-end investment company shall purchase securities of 
which it is the issuer, except: (a) On a securities exchange or other 
open market; (b) pursuant to tenders, after reasonable opportunity to 
submit tenders given to all holders of securities of the class to be 
purchased; or (c) under other circumstances as the Commission may 
permit by rules and regulations or orders for the protection of 
investors.
    2. Rule 23c-3 under the Act permits a registered closed-end 
investment company (an ``interval fund'') to make repurchase offers of 
between five and twenty-five percent of its outstanding shares at net 
asset value at periodic intervals pursuant to a fundamental policy of 
the interval fund. Rule 23c-3(b)(1) under the Act permits an interval 
fund to deduct from repurchase proceeds only a repurchase fee, not to 
exceed two percent of the proceeds, that is paid to the interval fund 
and is reasonably intended to compensate the fund for expenses directly 
related to the repurchase.
    3. Section 23(c)(3) provides that the Commission may issue an order 
that would permit a closed-end investment company to repurchase its 
shares in circumstances in which the repurchase is made in a manner or 
on a basis that does not unfairly discriminate against any holders of 
the class or classes of securities to be purchased.
    4. Applicants request relief under section 6(c), discussed above, 
and section 23(c)(3) from rule 23c-3 to the extent necessary for the 
Funds to impose EWCs on shares of the Funds submitted for repurchase 
that have been held for less than a specified period.
    5. Applicants state that the EWCs they intend to impose are 
functionally similar to CDSLs imposed by open-end investment companies 
under rule 6c-10 under the Act. Rule 6c-10 permits open-end investment 
companies to impose CDSLs, subject to certain conditions. Applicants 
note that rule 6c-10 is grounded in policy considerations supporting 
the employment of CDSLs where there are adequate safeguards for the 
investor and state that the same policy considerations support 
imposition of EWCs in the interval fund context. In addition, 
applicants state that EWCs may be necessary for the distributor to 
recover distribution costs. Applicants represent that any EWC imposed 
by the Funds will comply with rule 6c-10 under the Act as if the rule 
were applicable to closed-end investment companies. The Funds will 
disclose EWCs in accordance with the requirements of Form N-1A 
concerning CDSLs.

Asset-Based Distribution and/or Service Fees

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company, or an 
affiliated person of such person, acting as principal, from 
participating in or effecting any transaction in connection with any 
joint enterprise or joint arrangement in which the investment company 
participates unless the Commission issues an order permitting the 
transaction. In reviewing applications submitted under section 17(d) 
and rule 17d-1, the Commission considers whether the participation of 
the investment company in a joint enterprise or joint arrangement is 
consistent with the provisions, policies and purposes of the Act, and 
the extent to which the participation is on a basis different from or 
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section 
17(d) and rule 17d-1 to permit open-end investment companies to enter 
into distribution arrangements pursuant to rule 12b-1 under the Act. 
Applicants request an order under section 17(d) and rule 17d-1 under 
the Act to the extent necessary to permit the Fund to impose asset-
based distribution and/or service fees. Applicants have agreed to 
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies, which they believe will resolve any concerns 
that might arise in connection with a Fund financing the distribution 
of its shares through asset-based distribution fees.
    For the reasons stated above, applicants submit that the exemptions 
requested under section 6(c) are necessary and appropriate in the 
public interest and are consistent with the protection of investors and 
the purposes fairly intended by the policy and provisions of the Act. 
Applicants further submit that the relief requested pursuant to section 
23(c)(3) will be consistent with the protection of investors and will 
insure that applicants do not unfairly discriminate against any holders 
of the class of securities to be purchased. Finally, applicants state 
that the Funds' imposition of asset-based distribution fees is 
consistent with the provisions, policies and purposes of the Act and 
does not involve participation on a basis different from or less 
advantageous than that of other participants.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of 
rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1, and, where applicable, 11a-3 
under the Act, as amended from time to time, as if those rules applied 
to closed-end management investment companies, and will comply with the 
NASD Sales Charge Rule, as amended from time to time, as if that rule 
applied to all closed-end management investment companies.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-02835 Filed 2-10-17; 8:45 am]
 BILLING CODE 8011-01-P
10518 Federal Register / Vol. 82, No. 28 / Monday, February 13, 2017 / Notices

exemption is necessary or appropriate any holders of the class or classes of fees. Applicants have agreed to comply
in the public interest and consistent securities to be purchased. with rules 12b–1 and 17d–3 as if those
with the protection of investors and the 4. Applicants request relief under rules applied to closed-end investment
purposes fairly intended by the policy section 6(c), discussed above, and companies, which they believe will
and provisions of the Act. Applicants section 23(c)(3) from rule 23c–3 to the resolve any concerns that might arise in
request an exemption under section 6(c) extent necessary for the Funds to connection with a Fund financing the
from sections 18(a)(2), 18(c) and 18(i) to impose EWCs on shares of the Funds distribution of its shares through asset-
permit the Funds to issue multiple submitted for repurchase that have been based distribution fees.
classes of shares. held for less than a specified period.
5. Applicants submit that the 5. Applicants state that the EWCs they For the reasons stated above,
proposed allocation of expenses relating intend to impose are functionally applicants submit that the exemptions
to distribution and voting rights among similar to CDSLs imposed by open-end requested under section 6(c) are
multiple classes is equitable and will investment companies under rule 6c–10 necessary and appropriate in the public
not discriminate against any group or under the Act. Rule 6c–10 permits open- interest and are consistent with the
class of shareholders. Applicants submit end investment companies to impose protection of investors and the purposes
that the proposed arrangements would CDSLs, subject to certain conditions. fairly intended by the policy and
permit a Fund to facilitate the Applicants note that rule 6c–10 is provisions of the Act. Applicants further
distribution of its shares and provide grounded in policy considerations submit that the relief requested
investors with a broader choice of supporting the employment of CDSLs pursuant to section 23(c)(3) will be
shareholder services. Applicants assert where there are adequate safeguards for consistent with the protection of
that the proposed closed-end the investor and state that the same investors and will insure that applicants
investment company multiple class policy considerations support do not unfairly discriminate against any
structure does not raise the concerns imposition of EWCs in the interval fund
holders of the class of securities to be
underlying section 18 of the Act to any context. In addition, applicants state
purchased. Finally, applicants state that
greater degree than open-end that EWCs may be necessary for the
distributor to recover distribution costs. the Funds’ imposition of asset-based
investment companies’ multiple class
structures that are permitted by rule Applicants represent that any EWC distribution fees is consistent with the
18f–3 under the Act. Applicants state imposed by the Funds will comply with provisions, policies and purposes of the
that each Fund will comply with the rule 6c–10 under the Act as if the rule Act and does not involve participation
provisions of rule 18f–3 as if it were an were applicable to closed-end on a basis different from or less
open-end investment company. investment companies. The Funds will advantageous than that of other
disclose EWCs in accordance with the participants.
Early Withdrawal Charges requirements of Form N–1A concerning
1. Section 23(c) of the Act provides, Applicants’ Condition
CDSLs.
in relevant part, that no registered Applicants agree that any order
closed-end investment company shall Asset-Based Distribution and/or Service
Fees granting the requested relief will be
purchase securities of which it is the subject to the following condition:
issuer, except: (a) On a securities 1. Section 17(d) of the Act and rule
exchange or other open market; (b) 17d–1 under the Act prohibit an Each Fund relying on the order will
pursuant to tenders, after reasonable affiliated person of a registered comply with the provisions of rules 6c–
opportunity to submit tenders given to investment company, or an affiliated 10, 12b–1, 17d–3, 18f–3, 22d–1, and,
all holders of securities of the class to person of such person, acting as where applicable, 11a–3 under the Act,
be purchased; or (c) under other principal, from participating in or as amended from time to time, as if
circumstances as the Commission may effecting any transaction in connection those rules applied to closed-end
permit by rules and regulations or with any joint enterprise or joint management investment companies,
orders for the protection of investors. arrangement in which the investment and will comply with the NASD Sales
2. Rule 23c–3 under the Act permits company participates unless the Charge Rule, as amended from time to
a registered closed-end investment Commission issues an order permitting time, as if that rule applied to all closed-
company (an ‘‘interval fund’’) to make the transaction. In reviewing end management investment
repurchase offers of between five and applications submitted under section companies.
twenty-five percent of its outstanding 17(d) and rule 17d–1, the Commission
shares at net asset value at periodic considers whether the participation of For the Commission, by the Division of
intervals pursuant to a fundamental the investment company in a joint Investment Management, under delegated
policy of the interval fund. Rule 23c– enterprise or joint arrangement is authority.
3(b)(1) under the Act permits an interval consistent with the provisions, policies Eduardo A. Aleman,
fund to deduct from repurchase and purposes of the Act, and the extent Assistant Secretary.
proceeds only a repurchase fee, not to to which the participation is on a basis [FR Doc. 2017–02835 Filed 2–10–17; 8:45 am]
exceed two percent of the proceeds, that different from or less advantageous than BILLING CODE 8011–01–P
is paid to the interval fund and is that of other participants.
reasonably intended to compensate the 2. Rule 17d–3 under the Act provides
fund for expenses directly related to the an exemption from section 17(d) and
rule 17d–1 to permit open-end
jstallworth on DSK7TPTVN1PROD with NOTICES

repurchase.
3. Section 23(c)(3) provides that the investment companies to enter into
Commission may issue an order that distribution arrangements pursuant to
would permit a closed-end investment rule 12b–1 under the Act. Applicants
company to repurchase its shares in request an order under section 17(d) and
circumstances in which the repurchase rule 17d–1 under the Act to the extent
is made in a manner or on a basis that necessary to permit the Fund to impose
does not unfairly discriminate against asset-based distribution and/or service

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Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice of an application under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c)(3) of the Act for an exemption from rule 23c-3 under the Act, and for an order pursuant to section 17(d) of the Act and rule 17d-1 under the Act.
Dates		Filing Dates: The application was filed on October 19, 2016, January 6, 2017, and January 20, 2017.
Contact		Jill Ehrlich, Senior Counsel, at (202) 551-6819, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 10516