82 FR 22711 - RiverNorth DoubleLine Strategic Opportunity Fund, Inc. and RiverNorth Capital Management LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 94 (May 17, 2017)

Page Range		22711-22712
FR Document		2017-09983

Federal Register, Volume 82 Issue 94 (Wednesday, May 17, 2017)

[Federal Register Volume 82, Number 94 (Wednesday, May 17, 2017)]
[Notices]
[Pages 22711-22712]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-09983]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32635; File No. 812-14698]

RiverNorth DoubleLine Strategic Opportunity Fund, Inc. and
RiverNorth Capital Management LLC

May 12, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 19(b) of
the Act and rule 19b-1 under the Act to permit a registered closed-end
investment company to make periodic distributions of long-term capital
gains more frequently than

[[Page 22712]]

permitted by section 19(b) or rule 19b-1.
Applicants: The RiverNorth DoubleLine Strategic Opportunity Fund,
Inc. (the ``Fund''), a newly-organized, diversified closed-end
investment company registered under the Act and organized as a
corporation under the laws of Maryland, and RiverNorth Capital
Management LLC (the ``Adviser'') (together with the Fund, the
``Applicants''), registered under the Investment Advisers Act of 1940,
organized as a limited liability company under the laws of Delaware,
and serving as investment adviser to the Fund.\1\
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\1\ Applicants request that the order also apply to each other
registered closed-end investment company advised or to be advised in
the future by the Adviser or by an entity controlling, controlled
by, or under common control (within the meaning of section 2(a)(9)
of the Act) with the Adviser (including any successor in interest)
(each such entity, including the Adviser, also the ``Adviser'') that
in the future seeks to rely on the order (such investment companies,
together with the Fund, are collectively the ``Funds'' and,
individually, a ``Fund''). A successor in interest is limited to
entities that result from a reorganization into another jurisdiction
or a change in the type of business organization.
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Filing Dates: The application was filed on September 1, 2016, and
amended on April 12, 2017.
Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on June 6, 2017, and should be accompanied by proof of
service on 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: The Commission: Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants:
Morrison C. Warren, Esq., RiverNorth DoubleLine Strategic Opportunity
Fund, Inc., Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603, and Marc Collins, Esq., RiverNorth Capital Management
LLC, 325 North LaSalle Street, Suite 645, Chicago, Illinois 60654.

FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel at
(202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825
(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.

Summary of the Application

1. Section 19(b) of the Act generally makes it unlawful for any
registered investment company (``fund'') to make long-term capital
gains distributions more than once every twelve months. Rule 19b-1
under the Act limits to one the number of capital gain dividends, as
defined in section 852(b)(3)(C) of the Internal Revenue Code of 1986
(``Code,'' and such dividends, ``distributions''), that a fund may make
with respect to any one taxable year, plus a supplemental distribution
made pursuant to section 855 of the Code not exceeding 10% of the total
amount distributed for the year, plus one additional capital gain
dividend made in whole or in part to avoid the excise tax under section
4982 of the Code.
2. Applicants believe that investors in certain closed-end funds
may prefer an investment vehicle that provides regular current income
through a fixed distribution policy (``Distribution Policy'').
Applicants propose that the Fund be permitted to adopt a Distribution
Policy, pursuant to which the Fund would distribute periodically to its
stockholders a fixed monthly percentage of the market price of the
Fund's common stock at a particular point in time or a fixed monthly
percentage of net asset value (``NAV'') at a particular time or a fixed
monthly amount per share of common stock, any of which may be adjusted
from time to time.
3. Applicants request an order under section 6(c) of the Act
granting an exemption from section 19(b) of the Act and rule 19b-1 to
permit a Fund to distribute periodic capital gain dividends (as defined
in section 852(b)(3)(C) of the Code) as frequently as twelve times in
any one taxable year in respect of its common stock and as often as
specified by, or determined in accordance with the terms of, any
preferred stock issued by the Fund. Section 6(c) of the Act provides,
in relevant part, that the Commission may exempt any person or
transaction from any provision of the Act to the extent that such
exemption is necessary or appropriate in the public interest and
consistent with the protection of investors and the purposes fairly
intended by the policy and provisions of the Act.
4. Applicants state that any order granting the requested relief
will be subject to the terms and conditions stated in the application,
which generally are designed to address the concerns underlying section
19(b) and rule 19b-1, including concerns about proper disclosures and
shareholders' understanding of the source(s) of a Fund's distributions
and concerns about improper sales practices. Among other things, such
terms and conditions require that (1) the board of directors or
trustees of the Fund (the ``Board'') review such information as is
reasonably necessary to make an informed determination of whether to
adopt the proposed Distribution Policy and that the Board periodically
review the amount of the distributions in light of the investment
experience of the Fund, and (2) that the Fund's shareholders receive
appropriate disclosures concerning the distributions.

For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-09983 Filed 5-16-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 94 / Wednesday, May 17, 2017 / Notices 22711

The Exchange provides two separate C. Self-Regulatory Organization’s subject line if email is used. To help the
and distinct mechanisms for Statement on Comments on the Commission process and review your
communicating with the Exchange, Proposed Rule Change Received From comments more efficiently, please use
MEO and FIX. MEO Ports support the Members, Participants, or Others only one method. The Commission will
submission of quotes to the Exchange Written comments were neither post all comments on the Commission’s
and are used primarily by Market solicited nor received. Internet Web site (http://www.sec.gov/
Makers who have heightened quoting rules/sro.shtml). Copies of the
obligations because of their role. III. Date of Effectiveness of the submission, all subsequent
Proposed Rule Change and Timing for amendments, all written statements
Members are provided the ability to
Commission Action with respect to the proposed rule
configure their MEO Ports to leverage
Because the foregoing proposed rule change that are filed with the
the functionality provided by the
change does not: (i) Significantly affect Commission, and all written
Exchange to remove quotes and orders communications relating to the
to align to their risk tolerance. Because the protection of investors or the public
interest; (ii) impose any significant proposed rule change between the
of the volume of series that a Market Commission and any person, other than
Maker is obligated to quote, the burden on competition; and (iii) become
operative for 30 days after the date of those that may be withheld from the
Exchange believes that removing all public in accordance with the
the filing, or such shorter time as the
quotes for an affected matching engine provisions of 5 U.S.C. 552, will be
Commission may designate, it has
on behalf of a Market Maker who has available for Web site viewing and
become effective pursuant to 19(b)(3)(A)
lost its last MEO connection to that printing in the Commission’s Public
of the Act 27 and Rule 19b–4(f)(6) 28
engine to be in the best interest of both thereunder. Reference Room, 100 F Street NE.,
the Market Maker, to mitigate risk; and At any time within 60 days of the Washington, DC 20549 on official
the Exchange, to ensure a fair and filing of the proposed rule change, the business days between the hours of
orderly market. Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of the
temporarily suspend such rule change if filing also will be available for
FIX users may set a timeframe for
it appears to the Commission that such inspection and copying at the principal
disconnection that is appropriate for
action is necessary or appropriate in the office of the Exchange. All comments
their risk tolerance. Offering received will be posted without change;
functionality to cancel all, some, or public interest, for the protection of
investors, or otherwise in furtherance of the Commission does not edit personal
none, of the orders in the System upon identifying information from
establishing a loss of communication the purposes of the Act. If the
Commission takes such action, the submissions. You should submit only
does not create an undue burden on information that you wish to make
intra-market competition as Members do Commission shall institute proceedings
to determine whether the proposed rule available publicly. All submissions
not equally bear the same risks of should refer to File Number SR–
should be approved or disapproved.
potential erroneous or unintended PEARL–2017–21 and should be
executions. Further, FIX users have IV. Solicitation of Comments submitted on or before June 7, 2017.
greater control over their orders and Interested persons are invited to For the Commission, by the Division of
may designate a number of different submit written data, views, and Trading and Markets, pursuant to delegated
Time in Force instructions which can be arguments concerning the foregoing, authority.29
used to determine the duration an order including whether the proposed rule Eduardo A. Aleman,
rests on the Book, from Immediate-or- change is consistent with the Act. Assistant Secretary.
Cancel, which is executed in whole or Comments may be submitted by any of [FR Doc. 2017–09929 Filed 5–16–17; 8:45 am]
part upon receipt, with any unexecuted the following methods: BILLING CODE 8011–01–P
portion being cancelled; to a Good ‘Til
Electronic Comments
Cancelled order, which may rest on the
Book until it is executed, cancelled by • Use the Commission’s Internet SECURITIES AND EXCHANGE
the user, or until the underlying option comment form (http://www.sec.gov/ COMMISSION
expires. rules/sro.shtml); or
[Investment Company Act Release No.
• Send an email to rule-comments@ 32635; File No. 812–14698]
The Exchange does not believe the sec.gov. Please include File Number SR–
proposed rule change will impose any PEARL–2017–21 on the subject line. RiverNorth DoubleLine Strategic
burden on inter-market competition that Opportunity Fund, Inc. and RiverNorth
is not necessary or appropriate in Paper Comments
Capital Management LLC
furtherance of the purposes of the Act. • Send paper comments in triplicate
The Exchange notes that other option to Secretary, Securities and Exchange May 12, 2017.
exchanges offer similar functionality.26 Commission, 100 F Street NE., AGENCY: Securities and Exchange
For all the reasons stated, the Exchange Washington, DC 20549–1090. Commission (‘‘Commission’’).
does not believe that the proposed rule All submissions should refer to File ACTION: Notice.
change will impose any burden on Number SR–PEARL–2017–21. This file
Notice of an application under section
competition not necessary or number should be included on the
6(c) of the Investment Company Act of
appropriate in furtherance of the 1940 (‘‘Act’’) for an exemption from
nlaroche on DSK30NT082PROD with NOTICES

27 15 U.S.C. 78s(b)(3)(A).
purposes of the Act. section 19(b) of the Act and rule 19b–
28 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give 1 under the Act to permit a registered
the Commission written notice of its intent to file closed-end investment company to
the proposed rule change at least five business days make periodic distributions of long-term
prior to the date of filing of the proposed rule
26 See BOX Rule 8140; CBOE Rule 6.23C;
change, or such shorter time as designated by the capital gains more frequently than
NASDAQ BX Chapter VI, Section 6; NASDAQ Commission. The Exchange has satisfied this
PHLX Rule 1019; and MIAX Options Rule 519C. requirement. 29 17 CFR 200.30–3(a)(12).

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Document Created: 2017-05-17 01:42:13
Document Modified: 2017-05-17 01:42:13

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.
Dates		The application was filed on September 1, 2016, and amended on April 12, 2017.
Contact		Stephan N. Packs, Senior Counsel at (202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 22711