82_FR_42546 82 FR 42374 - Northern Lights Fund Trust IV and Measured Risk Portfolios, Inc.

82 FR 42374 - Northern Lights Fund Trust IV and Measured Risk Portfolios, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 172 (September 7, 2017)

Page Range42374-42375
FR Document2017-18929

Federal Register, Volume 82 Issue 172 (Thursday, September 7, 2017)
[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42374-42375]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-18929]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32803; 812-14797]


Northern Lights Fund Trust IV and Measured Risk Portfolios, Inc.

August 31, 2017.
AGENCY: Securities and Exchange 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 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain subadvisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the subadvisers.

Applicants: Northern Lights Fund Trust IV (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Measured Risk Portfolios, Inc. (the ``Initial 
Adviser''), a California corporation registered as an investment 
adviser under the Investment Advisers Act of 1940 (collectively with 
the Trust, the ``Applicants'').

Filing Dates: The application was filed on July 7, 2017 and amended on 
August 14, 2017 and August 25, 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 September 25, 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.

[[Page 42375]]


ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: Jennifer Farrell, 
Secretary, Northern Lights Fund Trust IV, 80 Arkay Drive, Suite 110, 
Hauppauge, NY 11788.

FOR FURTHER INFORMATION CONTACT:  Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, or Robert H. Shapiro, 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. The Adviser will serve as the investment adviser to the Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\1\ The Adviser will provide each Fund with 
overall investment management services and will continuously review, 
supervise and administer each Fund's investment program, subject to the 
supervision of, and policies established by, each Fund's board of 
trustees (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more 
subadvisers (each, a ``Subadviser'' and collectively, the 
``Subadvisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Fund, subject to the supervision and 
direction of the Adviser.\2\ The primary responsibility for managing 
the Funds will remain vested in the Adviser. The Adviser will hire, 
evaluate, allocate assets to and oversee the Subadvisers, including 
determining whether a Subadviser should be terminated, at all times 
subject to the authority of the Board.
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    \1\ Applicants request relief with respect to any existing or 
future series of the Trust or any other registered open-end 
management company that: (a) Is advised by the Initial Adviser, or 
any person controlling, controlled by or under common control with 
the Initial Adviser or its successors (each, an ``Adviser''); (b) 
uses the manager of managers structure described in the application; 
and (c) complies with the terms and conditions of the application 
(any such series, a ``Fund'' and collectively, the ``Funds''). For 
purposes of the requested order, ``successor'' is limited to an 
entity that results from a reorganization into another jurisdiction 
or a change in the type of business organization.
    \2\ The Initial Adviser already has hired a subadviser for the 
Measured Risk Strategy Fund in compliance with section 15(a) of the 
Act.
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Subadvisers pursuant to subadvisory 
agreements and materially amend existing subadvisory agreements without 
obtaining the shareholder approval required under section 15(a) of the 
Act and rule 18f-2 under the Act.\3\ Applicants also seek an exemption 
from the Disclosure Requirements to permit a Fund to disclose (as both 
a dollar amount and a percentage of the Fund's net assets): (a) The 
aggregate fees paid to the Adviser and any Affiliated Subadviser; and 
(b) the aggregate fees paid to Subadvisers other than Affiliated 
Subadvisers. For any Fund that employs an Affiliated Subadviser, the 
Fund will provide separate disclosure of any fees paid to the 
Affiliated Subadviser.
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    \3\ The requested relief will not extend to any subadviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of the Trust, a Fund, or the Adviser, other than solely by reason of 
serving as a Subadviser to one or more of the Funds, or as an 
adviser or subadviser to any series of the Trust other than the 
Funds (``Affiliated Subadviser'').
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Fund shareholders and notification about 
subadvisory changes and enhanced Board oversight to protect the 
interests of the Funds' shareholders.
    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 provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Advisory 
Agreements will remain subject to shareholder approval while the role 
of the Subadvisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of 
subadvisory agreements would impose unnecessary delays and expenses on 
the Funds. Applicants believe that the requested relief from the 
Disclosure Requirements meets this standard because it will improve the 
Adviser's ability to negotiate fees paid to the Subadvisers that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-18929 Filed 9-6-17; 8:45 am]
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                                                  42374                       Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices

                                                  file proposals that are substantially                       • Send an email to rule-comments@                    SECURITIES AND EXCHANGE
                                                  similar to this proposal.                                 sec.gov. Please include File Number SR–                COMMISSION
                                                     The Exchange does not believe that                     C2–2017–024 on the subject line.
                                                  the proposed rule change imposes a                                                                               [Investment Company Act Release No.
                                                                                                            Paper Comments
                                                  burden on intramarket competition                                                                                32803; 812–14797]
                                                  because the proposed provisions apply                       • Send paper comments in triplicate
                                                  to all market participants equally.                                                                              Northern Lights Fund Trust IV and
                                                                                                            to Secretary, Securities and Exchange
                                                                                                                                                                   Measured Risk Portfolios, Inc.
                                                  C. Self-Regulatory Organization’s                         Commission, 100 F Street NE.,
                                                  Statement on Comments on the                              Washington, DC 20549–1090.                             August 31, 2017.
                                                  Proposed Rule Change Received From                        All submissions should refer to File                   AGENCY: Securities and Exchange
                                                  Members, Participants, or Others                          Number SR–C2–2017–024. This file                       Commission.
                                                                                                            number should be included on the                       ACTION: Notice.
                                                    The Exchange neither solicited nor
                                                  received comments on the proposed                         subject line if email is used. To help the
                                                                                                                                                                      Notice of an application under section
                                                  rule change.                                              Commission process and review your                     6(c) of the Investment Company Act of
                                                                                                            comments more efficiently, please use                  1940 (‘‘Act’’) for an exemption from
                                                  III. Date of Effectiveness of the
                                                                                                            only one method. The Commission will                   section 15(a) of the Act and rule 18f–2
                                                  Proposed Rule Change and Timing for
                                                                                                            post all comments on the Commission’s                  under the Act, as well as from certain
                                                  Commission Action
                                                                                                            Internet Web site (http://www.sec.gov/                 disclosure requirements in rule 20a–1
                                                     Because the foregoing proposed rule                    rules/sro.shtml). Copies of the                        under the Act, Item 19(a)(3) of Form N–
                                                  change does not: (i) Significantly affect                 submission, all subsequent                             1A, Items 22(c)(1)(ii), 22(c)(1)(iii),
                                                  the protection of investors or the public                 amendments, all written statements                     22(c)(8) and 22(c)(9) of Schedule 14A
                                                  interest; (ii) impose any significant                     with respect to the proposed rule                      under the Securities Exchange Act of
                                                  burden on competition; and (iii) become                   change that are filed with the                         1934, and sections 6–07(2)(a), (b), and
                                                  operative for 30 days from the date on                    Commission, and all written                            (c) of Regulation S–X (‘‘Disclosure
                                                  which it was filed, or such shorter time                  communications relating to the                         Requirements’’). The requested
                                                  as the Commission may designate, it has                   proposed rule change between the                       exemption would permit an investment
                                                  become effective pursuant to Section                      Commission and any person, other than                  adviser to hire and replace certain
                                                  19(b)(3)(A)(iii) of the Act 17 and                        those that may be withheld from the                    subadvisers without shareholder
                                                  subparagraph (f)(6) of Rule 19b–4                         public in accordance with the                          approval and grant relief from the
                                                  thereunder.18                                             provisions of 5 U.S.C. 552, will be                    Disclosure Requirements as they relate
                                                     At any time within 60 days of the                      available for Web site viewing and                     to fees paid to the subadvisers.
                                                  filing of the proposed rule change, the                   printing in the Commission’s Public                    APPLICANTS: Northern Lights Fund Trust
                                                  Commission summarily may                                  Reference Room, 100 F Street NE.,                      IV (the ‘‘Trust’’), a Delaware statutory
                                                  temporarily suspend such rule change if                   Washington, DC 20549 on official                       trust registered under the Act as an
                                                  it appears to the Commission that such                    business days between the hours of                     open-end management investment
                                                  action is: (i) Necessary or appropriate in                                                                       company, and Measured Risk Portfolios,
                                                                                                            10:00 a.m. and 3:00 p.m. Copies of such
                                                  the public interest; (ii) for the protection                                                                     Inc. (the ‘‘Initial Adviser’’), a California
                                                                                                            filing also will be available for
                                                  of investors; or (iii) otherwise in                                                                              corporation registered as an investment
                                                  furtherance of the purposes of the Act.                   inspection and copying at the principal
                                                                                                            office of the Exchange. All comments                   adviser under the Investment Advisers
                                                  If the Commission takes such action, the                                                                         Act of 1940 (collectively with the Trust,
                                                  Commission shall institute proceedings                    received will be posted without change;
                                                                                                                                                                   the ‘‘Applicants’’).
                                                  to determine whether the proposed rule                    the Commission does not edit personal
                                                                                                            identifying information from                           FILING DATES: The application was filed
                                                  should be approved or disapproved.                                                                               on July 7, 2017 and amended on August
                                                                                                            submissions. You should submit only
                                                  IV. Solicitation of Comments                              information that you wish to make                      14, 2017 and August 25, 2017.
                                                                                                            available publicly. All submissions                    HEARING OR NOTIFICATION OF HEARING: An
                                                    Interested persons are invited to
                                                                                                            should refer to File Number SR–C2–                     order granting the application will be
                                                  submit written data, views, and
                                                                                                            2017–024, and should be submitted on                   issued unless the Commission orders a
                                                  arguments concerning the foregoing,
                                                                                                            or before September 28, 2017.                          hearing. Interested persons may request
                                                  including whether the proposed rule
                                                                                                                                                                   a hearing by writing to the
                                                  change is consistent with the Act.                          For the Commission, by the Division of               Commission’s Secretary and serving
                                                  Comments may be submitted by any of                       Trading and Markets, pursuant to delegated             applicants with a copy of the request,
                                                  the following methods:                                    authority.19                                           personally or by mail. Hearing requests
                                                  Electronic Comments                                       Eduardo A. Aleman,                                     should be received by the Commission
                                                                                                            Assistant Secretary.                                   by 5:30 p.m. on September 25, 2017,
                                                    • Use the Commission’s Internet                                                                                and should be accompanied by proof of
                                                                                                            [FR Doc. 2017–19003 Filed 9–6–17; 8:45 am]
                                                  comment form (http://www.sec.gov/                                                                                service on the applicants, in the form of
                                                  rules/sro.shtml); or                                      BILLING CODE 8011–01–P
                                                                                                                                                                   an affidavit or, for lawyers, a certificate
                                                                                                                                                                   of service. Pursuant to rule 0–5 under
                                                    17 15  U.S.C. 78s(b)(3)(A)(iii).                                                                               the Act, hearing requests should state
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                                                    18 17  CFR 240.19b–4(f)(6). In addition, Rule 19b–
                                                  4(f)(6) requires a self-regulatory organization to give
                                                                                                                                                                   the nature of the writer’s interest, any
                                                  the Commission written notice of its intent to file                                                              facts bearing upon the desirability of a
                                                  the proposed rule change, along with a brief                                                                     hearing on the matter, the reason for the
                                                  description and text of the proposed rule change,                                                                request, and the issues contested.
                                                  at least five business days prior to the date of filing
                                                  of the proposed rule change, or such shorter time
                                                                                                                                                                   Persons who wish to be notified of a
                                                  as designated by the Commission. The Exchange                                                                    hearing may request notification by
                                                  has satisfied this requirement.                             19 17   CFR 200.30–3(a)(12).                         writing to the Commission’s Secretary.


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                                                                              Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices                                                   42375

                                                  ADDRESSES:  Secretary, U.S. Securities                   terminated, at all times subject to the                    For the Commission, by the Division of
                                                  and Exchange Commission, 100 F Street                    authority of the Board.                                  Investment Management, under delegated
                                                  NE., Washington, DC 20549–1090.                             2. Applicants request an exemption to                 authority.
                                                  Applicants: Jennifer Farrell, Secretary,                 permit the Adviser, subject to Board                     Eduardo A. Aleman,
                                                  Northern Lights Fund Trust IV, 80                        approval, to hire certain Subadvisers                    Assistant Secretary.
                                                  Arkay Drive, Suite 110, Hauppauge, NY                    pursuant to subadvisory agreements and                   [FR Doc. 2017–18929 Filed 9–6–17; 8:45 am]
                                                  11788.                                                   materially amend existing subadvisory
                                                                                                                                                                    BILLING CODE P
                                                                                                           agreements without obtaining the
                                                  FOR FURTHER INFORMATION CONTACT:                         shareholder approval required under
                                                  Courtney S. Thornton, Senior Counsel,                    section 15(a) of the Act and rule 18f–2
                                                  at (202) 551–6812, or Robert H. Shapiro,                 under the Act.3 Applicants also seek an                  SECURITIES AND EXCHANGE
                                                  Branch Chief, at (202) 551–6821                          exemption from the Disclosure                            COMMISSION
                                                  (Division of Investment Management,                      Requirements to permit a Fund to
                                                  Chief Counsel’s Office).                                 disclose (as both a dollar amount and a                  [Release No. 34–81516; File No. SR–CBOE–
                                                                                                           percentage of the Fund’s net assets): (a)                2017–058]
                                                  SUPPLEMENTARY INFORMATION:             The
                                                  following is a summary of the                            The aggregate fees paid to the Adviser
                                                                                                           and any Affiliated Subadviser; and (b)                   Self-Regulatory Organizations;
                                                  application. The complete application
                                                                                                           the aggregate fees paid to Subadvisers                   Chicago Board Options Exchange,
                                                  may be obtained via the Commission’s
                                                                                                           other than Affiliated Subadvisers. For                   Incorporated; Notice of Filing and
                                                  Web site by searching for the file
                                                                                                           any Fund that employs an Affiliated                      Immediate Effectiveness of a Proposed
                                                  number, or an applicant using the
                                                  Company name box, at http://                             Subadviser, the Fund will provide                        Rule Change To Amend Rule 6.25,
                                                  www.sec.gov/search/search.htm or by                      separate disclosure of any fees paid to                  Nullification and Adjustment of
                                                  calling (202) 551–8090.                                  the Affiliated Subadviser.                               Options Transactions Including
                                                                                                              3. Applicants agree that any order                    Obvious Errors
                                                  Summary of the Application                               granting the requested relief will be
                                                                                                           subject to the terms and conditions                      August 31, 2017.
                                                    1. The Adviser will serve as the                       stated in the application. Such terms                       Pursuant to Section 19(b)(1) of the
                                                  investment adviser to the Funds                          and conditions provide for, among other                  Securities Exchange Act of 1934 (the
                                                  pursuant to an investment advisory                       safeguards, appropriate disclosure to                    ‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                  agreement with the Trust (the ‘‘Advisory                 Fund shareholders and notification                       notice is hereby given that on August
                                                  Agreement’’).1 The Adviser will provide                  about subadvisory changes and
                                                  each Fund with overall investment                                                                                 29, 2017, Chicago Board Options
                                                                                                           enhanced Board oversight to protect the                  Exchange, Incorporated (the ‘‘Exchange’’
                                                  management services and will                             interests of the Funds’ shareholders.
                                                  continuously review, supervise and                          4. Section 6(c) of the Act provides that              or ‘‘CBOE’’) filed with the Securities
                                                  administer each Fund’s investment                        the Commission may exempt any                            and Exchange Commission (the
                                                  program, subject to the supervision of,                  person, security, or transaction or any                  ‘‘Commission’’) the proposed rule
                                                  and policies established by, each Fund’s                 class or classes of persons, securities, or              change as described in Items I and II
                                                  board of trustees (‘‘Board’’). The                       transactions from any provisions of the                  below, which Items have been prepared
                                                  Advisory Agreement permits the                           Act, or any rule thereunder, if such                     by the Exchange. The Exchange filed the
                                                  Adviser, subject to the approval of the                  relief is necessary or appropriate in the                proposal as a ‘‘non-controversial’’
                                                  Board, to delegate to one or more                        public interest and consistent with the                  proposed rule change pursuant to
                                                  subadvisers (each, a ‘‘Subadviser’’ and                  protection of investors and purposes                     Section 19(b)(3)(A)(iii) of the Act 3 and
                                                  collectively, the ‘‘Subadvisers’’) the                   fairly intended by the policy and                        Rule 19b–4(f)(6) thereunder.4 The
                                                  responsibility to provide the day-to-day                 provisions of the Act. Applicants                        Commission is publishing this notice to
                                                  portfolio investment management of                       believe that the requested relief meets                  solicit comments on the proposed rule
                                                  each Fund, subject to the supervision                    this standard because, as further                        change from interested persons.
                                                  and direction of the Adviser.2 The                       explained in the application, the
                                                  primary responsibility for managing the                                                                           I. Self-Regulatory Organization’s
                                                                                                           Advisory Agreements will remain
                                                  Funds will remain vested in the                          subject to shareholder approval while                    Statement of the Terms of Substance of
                                                  Adviser. The Adviser will hire,                          the role of the Subadvisers is                           the Proposed Rule Change
                                                  evaluate, allocate assets to and oversee                 substantially similar to that of                            The purpose of this filing is to amend
                                                  the Subadvisers, including determining                   individual portfolio managers, so that                   Rule 6.25, Nullification and Adjustment
                                                  whether a Subadviser should be                           requiring shareholder approval of                        of Options Transactions including
                                                                                                           subadvisory agreements would impose                      Obvious Errors. The text of the proposed
                                                     1 Applicants request relief with respect to any       unnecessary delays and expenses on the                   rule change is attached as Exhibit 5
                                                  existing or future series of the Trust or any other      Funds. Applicants believe that the
                                                  registered open-end management company that: (a)                                                                  (sic).
                                                  Is advised by the Initial Adviser, or any person
                                                                                                           requested relief from the Disclosure
                                                                                                           Requirements meets this standard                            The text of the proposed rule change
                                                  controlling, controlled by or under common control
                                                  with the Initial Adviser or its successors (each, an     because it will improve the Adviser’s                    is also available on the Exchange’s Web
                                                  ‘‘Adviser’’); (b) uses the manager of managers           ability to negotiate fees paid to the                    site (http://www.cboe.com/AboutCBOE/
                                                  structure described in the application; and (c)                                                                   CBOELegalRegulatoryHome.aspx), at
                                                  complies with the terms and conditions of the
                                                                                                           Subadvisers that are more advantageous
                                                                                                                                                                    the Exchange’s Office of the Secretary,
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                                                  application (any such series, a ‘‘Fund’’ and             for the Funds.
                                                  collectively, the ‘‘Funds’’). For purposes of the                                                                 and at the Commission’s Public
                                                  requested order, ‘‘successor’’ is limited to an entity     3 The requested relief will not extend to any          Reference Room.
                                                  that results from a reorganization into another          subadviser that is an affiliated person, as defined in
                                                  jurisdiction or a change in the type of business         section 2(a)(3) of the Act, of the Trust, a Fund, or       1 15 U.S.C. 78s(b)(1).
                                                  organization.                                            the Adviser, other than solely by reason of serving
                                                     2 The Initial Adviser already has hired a                                                                        2 17 CFR 240.19b–4.
                                                                                                           as a Subadviser to one or more of the Funds, or as
                                                                                                                                                                      3 15 U.S.C. 78s(b)(3)(A)(iii).
                                                  subadviser for the Measured Risk Strategy Fund in        an adviser or subadviser to any series of the Trust
                                                  compliance with section 15(a) of the Act.                other than the Funds (‘‘Affiliated Subadviser’’).          4 17 CFR 240.19b–4(f)(6).




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Document Created: 2017-09-07 02:02:00
Document Modified: 2017-09-07 02:02:00
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.
DatesThe application was filed on July 7, 2017 and amended on August 14, 2017 and August 25, 2017.
ContactCourtney S. Thornton, Senior Counsel, at (202) 551-6812, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 42374 

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