82_FR_43444 82 FR 43267 - The Vanguard Group, Inc., et al.

82 FR 43267 - The Vanguard Group, Inc., et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 177 (September 14, 2017)

Page Range43267-43269
FR Document2017-19474

Federal Register, Volume 82 Issue 177 (Thursday, September 14, 2017)
[Federal Register Volume 82, Number 177 (Thursday, September 14, 2017)]
[Notices]
[Pages 43267-43269]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-19474]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32810; File No. 812-14691]


The Vanguard Group, Inc., et al.

September 8, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 
under the Act, under sections 6(c) and 17(b) of the Act for an 
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under 
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act. The requested order would permit (a) actively-
managed series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations only 
(``Creation Units''); (b) secondary market transactions in Fund shares 
to occur at negotiated market prices rather than at net asset value 
(``NAV''); (c) certain Funds to pay redemption proceeds, under certain 
circumstances, more than seven days after the tender of Creation Units 
for redemption; (d) certain affiliated persons of a Fund to deposit 
securities into, and receive securities from, the Fund in connection 
with the purchase and redemption of Creation Units; and (e) certain 
registered management investment companies and unit investment trusts 
outside of the same group of investment companies as the Funds 
(``Acquiring Funds'') to acquire shares of the Funds.

Applicants:  The Vanguard Group, Inc. (``Initial Adviser''), a 
Pennsylvania corporation registered as an investment adviser under the 
Investment Advisers Act of 1940, Vanguard Marketing Corporation 
(``Distributor''), a wholly-owned subsidiary of the Initial Adviser and 
a broker-dealer registered under the Securities Exchange Act of 1934 
(``Exchange Act''), and Vanguard Admiral Funds, Vanguard Bond Index 
Funds, Vanguard California Tax-Free Funds, Vanguard Charlotte Funds, 
Vanguard Chester Funds, Vanguard Convertible Securities Fund, Vanguard 
Explorer Fund, Vanguard Fenway Funds, Vanguard Fixed Income Securities 
Funds, Vanguard Horizon Funds, Vanguard Index Funds, Vanguard 
International Equity Index Funds, Vanguard Malvern Funds, Vanguard 
Massachusetts Tax-Exempt Funds, Vanguard Money Market Reserves, 
Vanguard Montgomery Funds, Vanguard Morgan Growth Fund, Vanguard 
Municipal Bond Funds, Vanguard New Jersey Tax-Free Funds, Vanguard New 
York Tax-Free Funds, Vanguard Ohio Tax-Free Funds, Vanguard 
Pennsylvania Tax-Free Funds, Vanguard Quantitative Funds, Vanguard 
Scottsdale Funds, Vanguard Specialized Funds, Vanguard STAR Funds, 
Vanguard Tax-Managed Funds, Vanguard Trustees' Equity Fund, Vanguard 
Valley Forge Funds, Vanguard Variable Insurance Funds, Vanguard 
Wellesley Income Fund, Vanguard Wellington Fund, Vanguard Whitehall 
Funds, Vanguard Windsor Funds, and Vanguard World Fund, each a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series (each a ``Trust,'' and 
together, the ``Trusts'').

Filing Date:  The application was filed on August 17, 2016, and amended 
on May 19, 2017, August 22, 2017, and September 7, 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 October 3, 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: Secretary, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: Brian P. Murphy, Esq., The 
Vanguard Group, Inc., Mail Stop V26, P.O. Box 2600, Valley Forge, PA 
19482-2600.

FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or 
Daniele Marchesani, Assistant Chief Counsel, 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

[[Page 43268]]

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. Applicants request an order that would allow Funds to operate as 
actively-managed exchange traded funds (``ETFs'').\1\ Fund shares will 
be purchased and redeemed at their NAV in Creation Units only. All 
orders to purchase Creation Units and all redemption requests will be 
placed by or through an ``Authorized Participant,'' which will have 
signed a participant agreement with the Distributor. Shares will be 
listed and traded individually on a national securities exchange, where 
share prices will be based on the current bid/offer market. Any order 
granting the requested relief would be subject to the terms and 
conditions stated in the application.
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    \1\ Applicants request that the order apply to future series of 
the Trusts and other open-end management investment companies or 
series thereof that currently exist or that may be created in the 
future (each, included in the term ``Fund''), each of which will 
operate as an actively-managed ETF. Any series of the Trusts, or of 
other open-end management investment companies, that have multiple 
share classes will not be able to rely on the order. Any Fund will 
(a) be advised by the Initial Adviser or an entity controlling, 
controlled by, or under common control with the Initial Adviser 
(each such entity or any successor thereto is included in the term 
``Adviser'') and (b) comply with the terms and conditions of the 
application. For purposes of the requested order, the term 
``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
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    2. Each Fund will consist of a portfolio of securities, 
instruments, other assets or positions (``Portfolio Positions''). Each 
Fund will disclose on its Web site the identities and quantities of the 
Portfolio Positions that will form the basis for the Fund's calculation 
of NAV at the end of the day.
    3. Shares will be purchased and redeemed in Creation Units and 
generally on an in-kind basis. Except where the purchase or redemption 
will include cash under the limited circumstances specified in the 
application, purchasers will be required to purchase Creation Units by 
depositing specified instruments (``Deposit Instruments''), and 
shareholders redeeming their shares will receive specified instruments 
(``Redemption Instruments''). The Deposit Instruments and the 
Redemption Instruments will each correspond pro rata to the positions 
in the Fund's portfolio (including cash positions) except as specified 
in the application.
    4. Because shares will not be individually redeemable, applicants 
request an exemption from section 5(a)(1) and section 2(a)(32) of the 
Act that would permit the Funds to register as open-end management 
investment companies and issue shares that are redeemable in Creation 
Units only.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as secondary market trading in shares 
will take place at negotiated prices, not at a current offering price 
described in a Fund's prospectus, and not at a price based on NAV. 
Applicants state that (a) secondary market trading in shares does not 
involve a Fund as a party and will not result in dilution of an 
investment in shares, and (b) to the extent different prices exist 
during a given trading day, or from day to day, such variances occur as 
a result of third-party market forces, such as supply and demand. 
Therefore, applicants assert that secondary market transactions in 
shares will not lead to discrimination or preferential treatment among 
purchasers. Finally, applicants represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that hold non-U.S. Portfolio Positions and 
that effect creations and redemptions of Creation Units in kind, 
applicants request relief from the requirement imposed by section 22(e) 
in order to allow such Funds to pay redemption proceeds within fifteen 
calendar days following the tender of Creation Units for redemption. 
Applicants assert that the requested relief would not be inconsistent 
with the spirit and intent of section 22(e) to prevent unreasonable, 
undisclosed or unforeseen delays in the actual payment of redemption 
proceeds.
    7. Applicants request an exemption to permit Acquiring Funds to 
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the 
Act; and the Funds, and any principal underwriter for the Funds, and/or 
any broker or dealer registered under the Exchange Act, to sell shares 
to Acquiring Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a Fund 
through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are affiliated persons, or 
second tier affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
Portfolio Positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund to sell its shares to and redeem its shares from 
an Acquiring Fund, and to engage in the accompanying in-kind 
transactions with the Acquiring Fund.\2\ The purchase of Creation Units 
by an Acquiring Fund directly from a Fund will be accomplished in 
accordance with the policies of the Acquiring Fund and will be based on 
the NAVs of the Funds.
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    \2\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to an Acquiring Fund and redemptions of 
those shares. Applicants, moreover, are not seeking relief from 
section 17(a) for, and the requested relief will not apply to, 
transactions where a Fund could be deemed an affiliated person, or a 
second-tier affiliate, of an Acquiring Fund because an investment 
adviser to the Funds is also an investment adviser to the Acquiring 
Fund.
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    9. 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.


[[Page 43269]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-19474 Filed 9-13-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                   Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices                                          43267

                                                    the Commission does not edit personal                       SECURITIES AND EXCHANGE                               Vanguard Massachusetts Tax-Exempt
                                                    identifying information from                                COMMISSION                                            Funds, Vanguard Money Market
                                                    submissions. You should submit only                                                                               Reserves, Vanguard Montgomery Funds,
                                                                                                                [Investment Company Act Release No.                   Vanguard Morgan Growth Fund,
                                                    information that you wish to make                           32810; File No. 812–14691]
                                                    available publicly. All submissions                                                                               Vanguard Municipal Bond Funds,
                                                    should refer to File Number SR–                             The Vanguard Group, Inc., et al.                      Vanguard New Jersey Tax-Free Funds,
                                                    NASDAQ–2017–061, and should be                                                                                    Vanguard New York Tax-Free Funds,
                                                    submitted on or before October 5, 2017.                     September 8, 2017.                                    Vanguard Ohio Tax-Free Funds,
                                                                                                                AGENCY: Securities and Exchange                       Vanguard Pennsylvania Tax-Free Funds,
                                                    V. Accelerated Approval of the                              Commission (‘‘Commission’’).                          Vanguard Quantitative Funds, Vanguard
                                                    Proposed Rule Change, as Modified by                        ACTION: Notice.
                                                                                                                                                                      Scottsdale Funds, Vanguard Specialized
                                                    Amendment No. 1                                                                                                   Funds, Vanguard STAR Funds,
                                                                                                                   Notice of an application for an order              Vanguard Tax-Managed Funds,
                                                      The Commission finds good cause to                        under section 6(c) of the Investment                  Vanguard Trustees’ Equity Fund,
                                                    approve the proposed rule change, as                        Company Act of 1940 (the ‘‘Act’’) for an              Vanguard Valley Forge Funds, Vanguard
                                                    modified by Amendment No. 1, prior to                       exemption from sections 2(a)(32),                     Variable Insurance Funds, Vanguard
                                                    the thirtieth day after the date of                         5(a)(1), 22(d), and 22(e) of the Act and              Wellesley Income Fund, Vanguard
                                                    publication of Amendment No. 1 in the                       rule 22c–1 under the Act, under                       Wellington Fund, Vanguard Whitehall
                                                    Federal Register. In Amendment No. 1,                       sections 6(c) and 17(b) of the Act for an             Funds, Vanguard Windsor Funds, and
                                                    the Exchange proposes to remove                             exemption from sections 17(a)(1) and                  Vanguard World Fund, each a Delaware
                                                    outdated references to Retail Orders and                    17(a)(2) of the Act, and under section                statutory trust registered under the Act
                                                    RPI Orders, which are no longer offered                     12(d)(1)(J) for an exemption from                     as an open-end management investment
                                                    on the Exchange. The Commission                             sections 12(d)(1)(A) and 12(d)(1)(B) of               company with multiple series (each a
                                                    believes that deleting these outdated                       the Act. The requested order would                    ‘‘Trust,’’ and together, the ‘‘Trusts’’).
                                                    references would help to bring clarity                      permit (a) actively-managed series of                 FILING DATE: The application was filed
                                                    and accuracy to the Exchange rules. The                     certain open-end management                           on August 17, 2016, and amended on
                                                    Commission also believes that these                         investment companies (‘‘Funds’’) to                   May 19, 2017, August 22, 2017, and
                                                    changes are of a technical nature and do                    issue shares redeemable in large                      September 7, 2017.
                                                    not materially or substantively alter the                   aggregations only (‘‘Creation Units’’); (b)           HEARING OR NOTIFICATION OF HEARING: An
                                                    proposed rule change. In addition, in                       secondary market transactions in Fund                 order granting the requested relief will
                                                    Amendment No. 1, the Exchange                               shares to occur at negotiated market                  be issued unless the Commission orders
                                                    provides an example to illustrate and                       prices rather than at net asset value                 a hearing. Interested persons may
                                                                                                                (‘‘NAV’’); (c) certain Funds to pay                   request a hearing by writing to the
                                                    support its assertion that extending the
                                                                                                                redemption proceeds, under certain                    Commission’s Secretary and serving
                                                    time period for the entry of LOC orders                                                                           applicants with a copy of the request,
                                                                                                                circumstances, more than seven days
                                                    until immediately prior to 3:55 p.m.                                                                              personally or by mail. Hearing requests
                                                                                                                after the tender of Creation Units for
                                                    should facilitate the price discovery                       redemption; (d) certain affiliated                    should be received by the Commission
                                                    mechanism of the Nasdaq Closing Cross.                      persons of a Fund to deposit securities               by 5:30 p.m. on October 3, 2017, and
                                                    Accordingly, the Commission finds                           into, and receive securities from, the                should be accompanied by proof of
                                                    good cause, pursuant to Section 19(b)(2)                    Fund in connection with the purchase                  service on applicants, in the form of an
                                                    of the Act,44 to approve the proposed                       and redemption of Creation Units; and                 affidavit, or for lawyers, a certificate of
                                                    rule change, as modified by Amendment                       (e) certain registered management                     service. Pursuant to rule 0–5 under the
                                                    No. 1, on an accelerated basis.                             investment companies and unit                         Act, hearing requests should state the
                                                                                                                investment trusts outside of the same                 nature of the writer’s interest, any facts
                                                    VI. Conclusion
                                                                                                                group of investment companies as the                  bearing upon the desirability of a
                                                      It is therefore ordered, pursuant to                      Funds (‘‘Acquiring Funds’’) to acquire                hearing on the matter, the reason for the
                                                    Section 19(b)(2) of the Act,45 that the                     shares of the Funds.                                  request, and the issues contested.
                                                    proposed rule change (SR–NASDAQ–                            APPLICANTS: The Vanguard Group, Inc.                  Persons who wish to be notified of a
                                                    2017–061), as modified by Amendment                         (‘‘Initial Adviser’’), a Pennsylvania                 hearing may request notification by
                                                    No. 1, be, and hereby is, approved on an                    corporation registered as an investment               writing to the Commission’s Secretary.
                                                    accelerated basis.                                          adviser under the Investment Advisers                 ADDRESSES: Secretary, Securities and
                                                                                                                Act of 1940, Vanguard Marketing                       Exchange Commission, 100 F Street NE.,
                                                      For the Commission, by the Division of                                                                          Washington, DC 20549–1090;
                                                    Trading and Markets, pursuant to delegated
                                                                                                                Corporation (‘‘Distributor’’), a wholly-
                                                                                                                owned subsidiary of the Initial Adviser               Applicants: Brian P. Murphy, Esq., The
                                                    authority.46                                                                                                      Vanguard Group, Inc., Mail Stop V26,
                                                                                                                and a broker-dealer registered under the
                                                    Eduardo A. Aleman,                                          Securities Exchange Act of 1934                       P.O. Box 2600, Valley Forge, PA 19482–
                                                    Assistant Secretary.                                        (‘‘Exchange Act’’), and Vanguard                      2600.
                                                    [FR Doc. 2017–19478 Filed 9–13–17; 8:45 am]                 Admiral Funds, Vanguard Bond Index                    FOR FURTHER INFORMATION CONTACT:
                                                    BILLING CODE 8011–01–P                                      Funds, Vanguard California Tax-Free                   Asen Parachkevov, Senior Counsel, or
                                                                                                                                                                      Daniele Marchesani, Assistant Chief
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                                                                                Funds, Vanguard Charlotte Funds,
                                                                                                                Vanguard Chester Funds, Vanguard                      Counsel, at (202) 551–6821 (Division of
                                                                                                                Convertible Securities Fund, Vanguard                 Investment Management, Chief
                                                                                                                Explorer Fund, Vanguard Fenway                        Counsel’s Office).
                                                                                                                Funds, Vanguard Fixed Income                          SUPPLEMENTARY INFORMATION: The
                                                                                                                Securities Funds, Vanguard Horizon                    following is a summary of the
                                                      44 15    U.S.C. 78s(b)(2).                                Funds, Vanguard Index Funds,                          application. The complete application
                                                      45 Id.                                                    Vanguard International Equity Index                   may be obtained via the Commission’s
                                                      46 17    CFR 200.30–3(a)(12).                             Funds, Vanguard Malvern Funds,                        Web site by searching for the file


                                               VerDate Sep<11>2014       16:41 Sep 13, 2017   Jkt 241001   PO 00000   Frm 00052   Fmt 4703   Sfmt 4703   E:\FR\FM\14SEN1.SGM   14SEN1


                                                    43268                      Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices

                                                    number, or for an applicant using the                     request an exemption from section                    Act to permit persons that are affiliated
                                                    Company name box, at http://                              5(a)(1) and section 2(a)(32) of the Act              persons, or second tier affiliates, of the
                                                    www.sec.gov/search/search.htm or by                       that would permit the Funds to register              Funds, solely by virtue of certain
                                                    calling (202) 551–8090.                                   as open-end management investment                    ownership interests, to effectuate
                                                                                                              companies and issue shares that are                  purchases and redemptions in-kind. The
                                                    Summary of the Application
                                                                                                              redeemable in Creation Units only.                   deposit procedures for in-kind
                                                       1. Applicants request an order that                       5. Applicants also request an                     purchases of Creation Units and the
                                                    would allow Funds to operate as                           exemption from section 22(d) of the Act              redemption procedures for in-kind
                                                    actively-managed exchange traded                          and rule 22c–1 under the Act as
                                                    funds (‘‘ETFs’’).1 Fund shares will be                                                                         redemptions of Creation Units will be
                                                                                                              secondary market trading in shares will
                                                    purchased and redeemed at their NAV                                                                            the same for all purchases and
                                                                                                              take place at negotiated prices, not at a
                                                    in Creation Units only. All orders to                     current offering price described in a                redemptions and Deposit Instruments
                                                    purchase Creation Units and all                           Fund’s prospectus, and not at a price                and Redemption Instruments will be
                                                    redemption requests will be placed by                     based on NAV. Applicants state that (a)              valued in the same manner as those
                                                    or through an ‘‘Authorized Participant,’’                 secondary market trading in shares does              Portfolio Positions currently held by the
                                                    which will have signed a participant                      not involve a Fund as a party and will               Funds. Applicants also seek relief from
                                                    agreement with the Distributor. Shares                    not result in dilution of an investment              the prohibitions on affiliated
                                                    will be listed and traded individually on                 in shares, and (b) to the extent different           transactions in section 17(a) to permit a
                                                    a national securities exchange, where                     prices exist during a given trading day,             Fund to sell its shares to and redeem its
                                                    share prices will be based on the current                 or from day to day, such variances occur             shares from an Acquiring Fund, and to
                                                    bid/offer market. Any order granting the                  as a result of third-party market forces,            engage in the accompanying in-kind
                                                    requested relief would be subject to the                  such as supply and demand. Therefore,                transactions with the Acquiring Fund.2
                                                    terms and conditions stated in the                        applicants assert that secondary market              The purchase of Creation Units by an
                                                    application.                                              transactions in shares will not lead to              Acquiring Fund directly from a Fund
                                                       2. Each Fund will consist of a                         discrimination or preferential treatment             will be accomplished in accordance
                                                    portfolio of securities, instruments,                     among purchasers. Finally, applicants                with the policies of the Acquiring Fund
                                                    other assets or positions (‘‘Portfolio                    represent that share market prices will              and will be based on the NAVs of the
                                                    Positions’’). Each Fund will disclose on                  be disciplined by arbitrage
                                                    its Web site the identities and quantities                                                                     Funds.
                                                                                                              opportunities, which should prevent
                                                    of the Portfolio Positions that will form                 shares from trading at a material                       9. Section 6(c) of the Act permits the
                                                    the basis for the Fund’s calculation of                   discount or premium from NAV.                        Commission to exempt any persons or
                                                    NAV at the end of the day.                                   6. With respect to Funds that hold                transactions from any provision of the
                                                       3. Shares will be purchased and                        non-U.S. Portfolio Positions and that                Act if such exemption is necessary or
                                                    redeemed in Creation Units and                            effect creations and redemptions of                  appropriate in the public interest and
                                                    generally on an in-kind basis. Except                     Creation Units in kind, applicants                   consistent with the protection of
                                                    where the purchase or redemption will                     request relief from the requirement                  investors and the purposes fairly
                                                    include cash under the limited                            imposed by section 22(e) in order to                 intended by the policy and provisions of
                                                    circumstances specified in the                            allow such Funds to pay redemption                   the Act. Section 12(d)(1)(J) of the Act
                                                    application, purchasers will be required                  proceeds within fifteen calendar days                provides that the Commission may
                                                    to purchase Creation Units by                             following the tender of Creation Units               exempt any person, security, or
                                                    depositing specified instruments                          for redemption. Applicants assert that               transaction, or any class or classes of
                                                    (‘‘Deposit Instruments’’), and                            the requested relief would not be
                                                    shareholders redeeming their shares                                                                            persons, securities, or transactions, from
                                                                                                              inconsistent with the spirit and intent of           any provision of section 12(d)(1) if the
                                                    will receive specified instruments                        section 22(e) to prevent unreasonable,
                                                    (‘‘Redemption Instruments’’). The                                                                              exemption is consistent with the public
                                                                                                              undisclosed or unforeseen delays in the
                                                    Deposit Instruments and the                               actual payment of redemption proceeds.               interest and the protection of investors.
                                                    Redemption Instruments will each                             7. Applicants request an exemption to             Section 17(b) of the Act authorizes the
                                                    correspond pro rata to the positions in                   permit Acquiring Funds to acquire Fund               Commission to grant an order
                                                    the Fund’s portfolio (including cash                      shares beyond the limits of section                  permitting a transaction otherwise
                                                    positions) except as specified in the                     12(d)(1)(A) of the Act; and the Funds,               prohibited by section 17(a) if it finds
                                                    application.                                              and any principal underwriter for the                that (a) the terms of the proposed
                                                       4. Because shares will not be                          Funds, and/or any broker or dealer                   transaction are fair and reasonable and
                                                    individually redeemable, applicants                       registered under the Exchange Act, to                do not involve overreaching on the part
                                                                                                              sell shares to Acquiring Funds beyond                of any person concerned; (b) the
                                                       1 Applicants request that the order apply to future
                                                                                                              the limits of section 12(d)(1)(B) of the             proposed transaction is consistent with
                                                    series of the Trusts and other open-end
                                                    management investment companies or series                 Act. The application’s terms and                     the policies of each registered
                                                    thereof that currently exist or that may be created       conditions are designed to, among other              investment company involved; and (c)
                                                    in the future (each, included in the term ‘‘Fund’’),      things, help prevent any potential (i)               the proposed transaction is consistent
                                                    each of which will operate as an actively-managed         undue influence over a Fund through
                                                    ETF. Any series of the Trusts, or of other open-end                                                            with the general purposes of the Act.
                                                    management investment companies, that have                control or voting power, or in
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    multiple share classes will not be able to rely on        connection with certain services,                       2 The requested relief would apply to direct sales
                                                    the order. Any Fund will (a) be advised by the            transactions, and underwritings, (ii)                of shares in Creation Units by a Fund to an
                                                    Initial Adviser or an entity controlling, controlled
                                                    by, or under common control with the Initial
                                                                                                              excessive layering of fees, and (iii)                Acquiring Fund and redemptions of those shares.
                                                    Adviser (each such entity or any successor thereto        overly complex fund structures, which                Applicants, moreover, are not seeking relief from
                                                    is included in the term ‘‘Adviser’’) and (b) comply       are the concerns underlying the limits               section 17(a) for, and the requested relief will not
                                                    with the terms and conditions of the application.                                                              apply to, transactions where a Fund could be
                                                                                                              in sections 12(d)(1)(A) and (B) of the               deemed an affiliated person, or a second-tier
                                                    For purposes of the requested order, the term
                                                    ‘‘successor’’ is limited to an entity that results from   Act.                                                 affiliate, of an Acquiring Fund because an
                                                    a reorganization into another jurisdiction or a              8. Applicants request an exemption                investment adviser to the Funds is also an
                                                    change in the type of business organization.              from sections 17(a)(1) and 17(a)(2) of the           investment adviser to the Acquiring Fund.



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                                                                             Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices                                            43269

                                                      For the Commission, by the Division of                portfolios, that are governed by the rule.            permit certain joint transactions
                                                    Investment Management, under delegated                  For purposes of this analysis, the                    otherwise prohibited by sections 17(d)
                                                    authority.                                              burden associated with the                            and 57(a)(4) of the Act and rule 17d–1
                                                    Eduardo A. Aleman,                                      requirements of rule 30b2–1 has been                  under the Act.
                                                    Assistant Secretary.                                    included in the collection of                         SUMMARY OF APPLICATION: Applicants
                                                    [FR Doc. 2017–19474 Filed 9–13–17; 8:45 am]             information requirements of rule 30e–1                request an order to permit certain
                                                    BILLING CODE 8011–01–P                                  and Form N–CSR, rather than the rule.                 business development companies (each,
                                                                                                            The Commission has, however,                          a ‘‘BDC’’) and closed-end management
                                                                                                            requested a one hour burden for                       investment companies to co-invest in
                                                    SECURITIES AND EXCHANGE                                 administrative purposes.                              portfolio companies with each other and
                                                    COMMISSION                                                 The collection of information under                with certain affiliated investment funds
                                                    [SEC File No. 270–213, OMB Control No.                  rule 30b2–1 is mandatory. The                         and accounts.
                                                    3235–0220]                                              information provided under rule 30b2–                 APPLICANTS: Medley Capital Corporation
                                                                                                            1 is not kept confidential. An agency                 (‘‘MCC’’); Medley SBIC, LP (‘‘Medley
                                                    Proposed Collection; Comment                            may not conduct or sponsor, and a                     SBIC’’); Medley SBIC GP, LLC (the
                                                    Request                                                 person is not required to respond to, a               ‘‘SBIC General Partner’’); Medley LLC;
                                                                                                            collection of information unless it                   MCC Advisors LLC (‘‘MCC Advisors’’);
                                                    Upon Written Request, Copies Available                  displays a currently valid OMB control                Medley Capital LLC, MOF II
                                                     From: Securities and Exchange                          number.                                               Management LLC, and MOF III
                                                     Commission, Office of FOIA Services,                      Written comments are invited on: (a)               Management LLC (collectively, the
                                                     100 F Street NE., Washington, DC                       Whether the proposed collection of                    ‘‘Existing Affiliated Investment
                                                     20549–2736.                                            information is necessary for the proper               Advisers’’); MOF II GP LLC, MOF III GP
                                                    Extension:                                              performance of the functions of the                   LLC, and Medley Credit Strategies GP,
                                                      Rule 30b2–1                                           agency, including whether the                         LLC (collectively, the ‘‘Existing General
                                                       Notice is hereby given that, pursuant                information will have practical utility;              Partners’’); Medley Opportunity Fund III
                                                    to the Paperwork Reduction Act of 1995                  (b) the accuracy of the agency’s estimate             LP, Medley Opportunity Fund II LP, and
                                                    (44 U.S.C. 3501 et seq.), the Securities                of the burden of the collection of                    Medley Credit Strategies (KOC) LLC
                                                    and Exchange Commission (the                            information; (c) ways to enhance the                  (collectively, the ‘‘Existing Affiliated
                                                    ‘‘Commission’’) is soliciting comments                  quality, utility, and clarity of the                  Funds’’); Sierra Income Corporation
                                                    on the collection of information                        information collected; and (d) ways to                (‘‘Sierra’’); SIC Advisors LLC (‘‘SIC
                                                    summarized below. The Commission                        minimize the burden of the collection of              Advisors’’); Sierra Total Return Fund
                                                    plans to submit the existing collection                 information on respondents, including                 (‘‘STRF’’); STRF Advisors LLC (‘‘STRF
                                                    of information to the Office of                         through the use of automated collection               Advisors’’); Sierra Opportunity Fund
                                                    Management and Budget (‘‘OMB’’) for                     techniques or other forms of information              (‘‘SOF’’); and SOF Advisor LLC (‘‘SOF
                                                    extension and approval.                                 technology. Consideration will be given               Advisors’’).
                                                       Rule 30b2–1 (17 CFR 270.30b2–1)                      to comments and suggestions submitted                 FILING DATE: The application was filed
                                                    under the Investment Company Act of                     in writing within 60 days of this                     on May 24, 2017.
                                                    1940 (15 U.S.C. 80a–1 et seq.) (the                     publication.                                          HEARING OR NOTIFICATION OF HEARING: An
                                                    ‘‘Investment Company Act’’) requires a                     Please direct your written comments                order granting the requested relief will
                                                    registered investment company (‘‘fund’’)                to Pamela Dyson, Director/Chief                       be issued unless the Commission orders
                                                    to (1) file a report with the Commission                Information Officer, Securities and                   a hearing. Interested persons may
                                                    on Form N–CSR (17 CFR 249.331 and                       Exchange Commission, C/O Remi                         request a hearing by writing to the
                                                    274.128) not later than 10 days after the               Pavlik-Simon, 100 F Street NE.,                       Commission’s Secretary and serving
                                                    transmission of any report required to                  Washington, DC 20549; or send an email                applicants with a copy of the request,
                                                    be transmitted to shareholders under                    to: PRA_Mailbox@sec.gov.                              personally or by mail. Hearing requests
                                                    rule 30e–1 under the Investment                           Dated: September 11, 2017.                          should be received by the Commission
                                                    Company Act, and (2) file with the                      Eduardo A. Aleman,                                    by 5:30 p.m. on October 3, 2017 and
                                                    Commission a copy of every periodic or                  Assistant Secretary.                                  should be accompanied by proof of
                                                    interim report or similar communication                                                                       service on applicants, in the form of an
                                                                                                            [FR Doc. 2017–19510 Filed 9–13–17; 8:45 am]
                                                    containing financial statements that is                                                                       affidavit or, for lawyers, a certificate of
                                                                                                            BILLING CODE 8011–01–P
                                                    transmitted by or on behalf of such fund                                                                      service. Hearing requests should state
                                                    to any class of such fund’s security                                                                          the nature of the writer’s interest, the
                                                    holders and that is not required to be                                                                        reason for the request, and the issues
                                                                                                            SECURITIES AND EXCHANGE
                                                    filed with the Commission under (1)                                                                           contested. Persons who wish to be
                                                                                                            COMMISSION
                                                    above, not later than 10 days after the                                                                       notified of a hearing may request
                                                    transmission to security holders. The                   [Investment Company Act Release No.                   notification by writing to the
                                                    purpose of the collection of information                32809; File No. 812–14778]                            Commission’s Secretary.
                                                    required by rule 30b2–1 is to meet the                                                                        ADDRESSES: Secretary, U.S. Securities
                                                                                                            Medley Capital Corporation, et al.
                                                    disclosure requirements of the                                                                                and Exchange Commission, 100 F St.
                                                                                                                                                                  NE., Washington, DC 20549–1090.
asabaliauskas on DSKBBXCHB2PROD with NOTICES




                                                    Investment Company Act and                              September 8, 2017.
                                                    certification requirements of the                       AGENCY: Securities and Exchange                       Applicants: c/o Brooke Taube, Medley
                                                    Sarbanes-Oxley Act of 2002 (Pub. L.                     Commission (‘‘Commission’’).                          Capital Corporation, Seth Taube, Sierra
                                                    107–204, 116 Stat. 745 (2002)), and to                  ACTION: Notice.
                                                                                                                                                                  Income Corporation, Sierra Total Return
                                                    provide investors with information                                                                            Fund, and Sierra Opportunity Fund, 280
                                                    necessary to evaluate an interest in the                   Notice of application for an order                 Park Avenue, 6th Floor East, New York,
                                                    fund.                                                   under sections 17(d) and 57(i) of the                 NY 10017.
                                                       The Commission estimates that there                  Investment Company Act of 1940 (the                   FOR FURTHER INFORMATION CONTACT: Hae-
                                                    are 2,401 funds, with a total of 11,555                 ‘‘Act’’) and rule 17d–1 under the Act to              Sung Lee, Attorney-Adviser, at (202)


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Document Created: 2017-09-13 23:49:15
Document Modified: 2017-09-13 23:49:15
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 August 17, 2016, and amended on May 19, 2017, August 22, 2017, and September 7, 2017.
ContactAsen Parachkevov, Senior Counsel, or Daniele Marchesani, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 43267 

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