83_FR_10990 83 FR 10941 - Corporate Capital Trust, Inc., et al.

83 FR 10941 - Corporate Capital Trust, Inc., et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 49 (March 13, 2018)

Page Range10941-10942
FR Document2018-05072

Federal Register, Volume 83 Issue 49 (Tuesday, March 13, 2018) 
[Federal Register Volume 83, Number 49 (Tuesday, March 13, 2018)]
[Notices]
[Pages 10941-10942]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-05072]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33043; 812-14882]


Corporate Capital Trust, Inc., et al.

March 8, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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[[Page 10942]]

    Notice of application for an order to amend a prior order under 
sections 17(d) and 57(i) of the Investment Company Act of 1940 (the 
``Act'') and rule 17d-1 under the Act permitting certain joint 
transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the 
Act and rule 17d-1 under the Act.

SUMMARY OF APPLICATION:  Applicants request an order to amend a prior 
order that permits certain business development companies (``BDCs'') 
and registered closed-end investment companies (``closed-end funds'') 
to co-invest in portfolio companies with each other and with affiliated 
investment funds and accounts.
    Applicants: Corporate Capital Trust, Inc. (``CCT I''), a BDC; 
Corporate Capital Trust II (``CCT II''), a BDC; KKR Income 
Opportunities Fund (``KIO''), a closed-end fund; FS/KKR Advisor, LLC 
(``FS/KKR Advisor''); KKR Credit Advisors (US) LLC (``KKR Credit''); 
the investment advisory subsidiaries and relying advisers of KKR Credit 
set forth on Schedule A to the application (collectively, with FS/KKR 
Advisor and KKR Credit, the ``Existing KKR Credit Advisers''); KKR 
Capital Markets Holdings L.P. and its capital markets subsidiaries and 
other indirect, wholly- or majority-owned subsidiaries of KKR & Co. 
L.P. (``KKR'') set forth on Schedule A to the application 
(collectively, the ``KCM Companies''); KKR Financial Holdings LLC 
(``KFN'') and its wholly-owned subsidiaries set forth on Schedule A to 
the application (together with wholly-owned subsidiaries of KFN that 
may be formed in the future, the ``KFN Subsidiaries.''); and the 
Existing Affiliated Funds set forth on Schedule A to the application.
    Filing Dates: The application was filed on March 6, 2018.
    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 April 2, 2018, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
St. NE, Washington, DC 20549-1090. Applicants: 555 California Street 
50th Floor, San Francisco, CA 94104

FOR FURTHER INFORMATION CONTACT: Bruce MacNeil, Senior Counsel, at 
(202) 551-6817 or David J. Marcinkus, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.
    Applicants' Representations:
    1. On June 19, 2017, the Applicants received an order under 
Sections 17(d) and 57(i) of the Act and Rule 17d-1 thereunder, 
permitting certain joint transactions that otherwise may be prohibited 
by Sections 17(d) and 57(a)(4) and Rule 17d-1 (the ``Prior Order'').\1\ 
Unless stated otherwise, defined terms used in the application have the 
meanings provided in the application for the Prior Order (the ``Prior 
Application'').
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    \1\ Corporate Capital Trust, Inc., et al. (File No. 812-14408), 
Investment Company Act Release Nos. 32642 (May 22, 2017) (notice) 
and 32683 (June 19, 2017) (order).
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    2. The Applicants seek an order (the ``Order'') to amend the Prior 
Order to extend the relief granted therein to Future Regulated Entities 
whose investment adviser is a KKR Credit Adviser.\2\ Applicants also 
seek to amend the Prior Order to add FS/KKR Advisor as an Applicant and 
to remove CNL Fund Advisors Company and CNL Fund Advisors II, LLC as 
Applicants.\3\
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    \2\ Per the Order, the term ``Future Regulated Entity'' would 
mean a closed-end management investment company (a) that is 
registered under the Act or has elected to be regulated as a BDC and 
(b) whose investment adviser is a KKR Credit Adviser that is 
registered as an investment adviser under the Investment Advisers 
Act of 1940 (the ``Advisers Act'').
    \3\ CNL Fund Advisors Company and CNL Fund Advisors II, LLC 
currently serve as investment adviser to CCT I and CCT II, 
respectively.
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    3. FS/KKR Advisor is a Delaware limited liability company, and, 
prior to relying on the requested relief, will be registered as an 
investment adviser under the Advisers Act and controlled by KKR Credit.
    4. Applicants state that the legal analysis in the Prior 
Application is equally applicable to this application.
    Applicants' Conditions:
    If the Order is granted, the Conditions of the Prior Order, as 
stated in the Prior Application, will remain in effect.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-05072 Filed 3-12-18; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 49 / Tuesday, March 13, 2018 / Notices 10941 Holding Period, it would be critically noted above that reflect participant received will be posted without change. important that the firm be able to cancel behavior with respect to MELOs, such Persons submitting comments are its orders from Nasdaq and re-allocate as the percentage of a participant’s cautioned that we do not redact or edit those shares to other venues.96 This MELOs that are cancelled prior to the personal identifying information from commenter stated that it does not completion of the Holding Period.105 As comment submissions. You should believe any market participants would the Exchange represented in its filing, submit only information that you wish be harmed in such a circumstance.97 the Commission expects the Exchange to make available publicly. All In Amendment No. 2, the Exchange to continue to evaluate whether submissions should refer to File responded that MELOs may be additional measures may be necessary Number SR–NASDAQ–2017–074, and cancelled at any time, including during to ensure that MELOs are used in a should be submitted on or before April the Holding Period, to allow members to manner consistent with the intended 3, 2018. effectively manage risk.98 The Exchange purpose of the order type.106 also acknowledged that the potential V. Accelerated Approval of Proposed exists for some participants to use IV. Solicitation of Comments on Rule Change, as Modified by MELOs in a way that conflicts with the Amendment No. 3 to the Proposed Rule Amendment Nos. 1, 2, and 3 stated intention of the order type to Change The Commission finds good cause to allow longer term investors the Interested persons are invited to approve the proposed rule change, as opportunity to safely find like-minded submit written data, views, and modified by Amendment Nos. 1, 2, and counterparties at the midpoint on arguments concerning whether 3, prior to the thirtieth day after the date Nasdaq.99 For this reason, the Exchange Amendment No. 3 is consistent with the of publication of notice of the filing of represented that MELOs would be Act. Comments may be submitted by Amendment No. 3 in the Federal subject to real-time surveillance to any of the following methods: Register. As discussed above, in determine if the order type is being Amendment No. 3, the Exchange Electronic Comments abused by market participants.100 The proposed to provide on Exchange also stated that it plans to • Use the Commission’s internet Nasdaqtrader.com certain delayed implement a process, at the same time comment form (http://www.sec.gov/ aggregated volume statistics for MELOs as the implementation of MELOs, to rules/sro.shtml); or executed on the Exchange. The monitor the use of MELOs, with the • Send an email to rule-comments@ Commission notes that Amendment No. intent to apply additional measures, as sec.gov. Please include File Number SR– 3 is designed to provide transparency necessary, to ensure that their usage is NASDAQ–2017–074 on the subject line. regarding MELO executions on the appropriately tied to the intent of the Paper Comments Exchange. Accordingly, the Commission order type.101 According to the finds good cause, pursuant to Section Exchange, this process may include • Send paper comments in triplicate to Secretary, Securities and Exchange 19(b)(2) of the Act,107 to approve the metrics tied to participant behavior, proposed rule change, as modified by such as the percentage of MELOs Commission, 100 F Street NE, Washington, DC 20549–1090. Amendment Nos. 1, 2, and 3, on an cancelled prior to completion of the accelerated basis. Holding Period, the average duration of All submissions should refer to File MELOs, and the percentage of MELOs Number SR–NASDAQ–2017–074. This VI. Conclusion where the NBBO midpoint is within the file number should be included on the It is therefore ordered, pursuant to limit price when received.102 The subject line if email is used. To help the Section 19(b)(2) of the Act,108 that the Exchange stated that manipulative Commission process and review your proposed rule change (SR–NASDAQ– abuse is subject to potential disciplinary comments more efficiently, please use 2017–074), as modified by Amendment action under the Exchange’s rules, and only one method. The Commission will Nos. 1, 2, and 3 be, and hereby is, other behavior that frustrates the post all comments on the Commission’s approved on an accelerated basis. purposes of the MELO order type may internet website (http://www.sec.gov/ rules/sro.shtml). Copies of the For the Commission, by the Division of be subject to penalties or other Trading and Markets, pursuant to delegated requirements to discourage such submission, all subsequent authority.109 behavior, should it occur.103 amendments, all written statements Brent J. Fields, The Commission believes that the with respect to the proposed rule Exchange’s proposed measures are change that are filed with the Secretary. reasonably designed to deter potential Commission, and all written [FR Doc. 2018–04979 Filed 3–12–18; 8:45 am] improper use of the proposed MELO communications relating to the BILLING CODE 8011–01–P order type. In particular, the proposed rule change between the Commission notes that the Exchange Commission and any person, other than has represented that it will conduct real- those that may be withheld from the SECURITIES AND EXCHANGE time surveillance to monitor the use of public in accordance with the COMMISSION MELOs and ensure that such usage is provisions of 5 U.S.C. 552, will be [Investment Company Act Release No. appropriately tied to the intent of the available for website viewing and 33043; 812–14882] order type.104 Moreover, importantly, printing in the Commission’s Public the Exchange will measure the metrics Reference Room, 100 F Street NE, Corporate Capital Trust, Inc., et al. Washington, DC 20549, on official March 8, 2018. 96 See id. business days between the hours of AGENCY: Securities and Exchange amozie on DSK30RV082PROD with NOTICES 97 See id. 98 See Amendment No. 2 at 8. 10:00 a.m. and 3:00 p.m. Copies of the Commission (‘‘Commission’’). filing also will be available for 99 See id. at 22. ACTION: Notice. 100 See id. inspection and copying at the principal 101 See id. office of the Exchange. All comments 102 See id. 107 15 U.S.C. 78s(b)(2). 103 See id. at 23. 105 See id. at 22. 108 Id. 104 See id. at 22–23. 106 See id. 109 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:47 Mar 12, 2018 Jkt 244001 PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1

10942 Federal Register / Vol. 83, No. 49 / Tuesday, March 13, 2018 / Notices Notice of application for an order to NE, Washington, DC 20549–1090. For the Commission, by the Division of amend a prior order under sections Applicants: 555 California Street 50th Investment Management, under delegated 17(d) and 57(i) of the Investment Floor, San Francisco, CA 94104 authority. Company Act of 1940 (the ‘‘Act’’) and Eduardo A. Aleman, FOR FURTHER INFORMATION CONTACT: rule 17d–1 under the Act permitting Bruce MacNeil, Senior Counsel, at (202) Assistant Secretary. certain joint transactions otherwise 551–6817 or David J. Marcinkus, Branch [FR Doc. 2018–05072 Filed 3–12–18; 8:45 am] prohibited by sections 17(d) and 57(a)(4) Chief, at (202) 551–6821 (Division of BILLING CODE 8011–01–P of the Act and rule 17d–1 under the Act. Investment Management, Chief SUMMARY OF APPLICATION: Applicants Counsel’s Office). request an order to amend a prior order SECURITIES AND EXCHANGE SUPPLEMENTARY INFORMATION: The that permits certain business COMMISSION following is a summary of the development companies (‘‘BDCs’’) and application. The complete application [Investment Company Act Release No. registered closed-end investment may be obtained via the Commission’s 33042; 812–14849] companies (‘‘closed-end funds’’) to co- website by searching for the file invest in portfolio companies with each number, or for an applicant using the Nationwide Fund Advisors and ETF other and with affiliated investment Company name box, at http:// Series Solutions funds and accounts. www.sec.gov/search/search.htm or by Applicants: Corporate Capital Trust, March 8, 2018. calling (202) 551–8090. Inc. (‘‘CCT I’’), a BDC; Corporate Capital Applicants’ Representations: AGENCY: Securities and Exchange Trust II (‘‘CCT II’’), a BDC; KKR Income Commission (‘‘Commission’’). 1. On June 19, 2017, the Applicants Opportunities Fund (‘‘KIO’’), a closed- received an order under Sections 17(d) ACTION: Notice. end fund; FS/KKR Advisor, LLC (‘‘FS/ and 57(i) of the Act and Rule 17d–1 KKR Advisor’’); KKR Credit Advisors Notice of an application for an order thereunder, permitting certain joint (US) LLC (‘‘KKR Credit’’); the under section 6(c) of the Investment transactions that otherwise may be investment advisory subsidiaries and Company Act of 1940 (the ‘‘Act’’) for an prohibited by Sections 17(d) and relying advisers of KKR Credit set forth exemption from sections 2(a)(32), 57(a)(4) and Rule 17d–1 (the ‘‘Prior on Schedule A to the application 5(a)(1), 22(d), and 22(e) of the Act and Order’’).1 Unless stated otherwise, (collectively, with FS/KKR Advisor and rule 22c–1 under the Act, under defined terms used in the application sections 6(c) and 17(b) of the Act for an KKR Credit, the ‘‘Existing KKR Credit have the meanings provided in the Advisers’’); KKR Capital Markets exemption from sections 17(a)(1) and application for the Prior Order (the 17(a)(2) of the Act, and under section Holdings L.P. and its capital markets ‘‘Prior Application’’). subsidiaries and other indirect, wholly- 12(d)(1)(J) of the Act for an exemption 2. The Applicants seek an order (the from sections 12(d)(1)(A) and or majority-owned subsidiaries of KKR ‘‘Order’’) to amend the Prior Order to 12(d)(1)(B) of the Act. The requested & Co. L.P. (‘‘KKR’’) set forth on extend the relief granted therein to order would permit (a) actively- Schedule A to the application Future Regulated Entities whose managed series of certain open-end (collectively, the ‘‘KCM Companies’’); investment adviser is a KKR Credit management investment companies KKR Financial Holdings LLC (‘‘KFN’’) Adviser.2 Applicants also seek to amend (‘‘Funds’’) to issue shares redeemable in and its wholly-owned subsidiaries set the Prior Order to add FS/KKR Advisor large aggregations only (‘‘Creation forth on Schedule A to the application as an Applicant and to remove CNL Units’’); (b) secondary market (together with wholly-owned Fund Advisors Company and CNL Fund transactions in Fund shares to occur at subsidiaries of KFN that may be formed Advisors II, LLC as Applicants.3 negotiated market prices rather than at in the future, the ‘‘KFN Subsidiaries.’’); 3. FS/KKR Advisor is a Delaware net asset value (‘‘NAV’’); (c) certain and the Existing Affiliated Funds set limited liability company, and, prior to Funds to pay redemption proceeds, forth on Schedule A to the application. relying on the requested relief, will be under certain circumstances, more than Filing Dates: The application was registered as an investment adviser seven days after the tender of shares for filed on March 6, 2018. Hearing or Notification of Hearing: An under the Advisers Act and controlled redemption; (d) certain affiliated order granting the requested relief will by KKR Credit. persons of a Fund to deposit securities be issued unless the Commission orders 4. Applicants state that the legal into, and receive securities from, the a hearing. Interested persons may analysis in the Prior Application is Fund in connection with the purchase request a hearing by writing to the equally applicable to this application. and redemption of Creation Units; (e) Commission’s Secretary and serving Applicants’ Conditions: certain registered management applicants with a copy of the request, If the Order is granted, the Conditions investment companies and unit personally or by mail. Hearing requests of the Prior Order, as stated in the Prior investment trusts outside of the same should be received by the Commission Application, will remain in effect. group of investment companies as the by 5:30 p.m. on April 2, 2018, and Funds (‘‘Funds of Funds’’) to acquire 1 Corporate Capital Trust, Inc., et al. (File No. should be accompanied by proof of shares of the Funds; and (f) certain 812–14408), Investment Company Act Release Nos. service on applicants, in the form of an 32642 (May 22, 2017) (notice) and 32683 (June 19, Funds (‘‘Feeder Funds’’) to create and affidavit or, for lawyers, a certificate of 2017) (order). redeem Creation Units in-kind in a service. Hearing requests should state 2 Per the Order, the term ‘‘Future Regulated master-feeder structure. the nature of the writer’s interest, the Entity’’ would mean a closed-end management APPLICANTS: Nationwide Fund Advisors investment company (a) that is registered under the amozie on DSK30RV082PROD with NOTICES reason for the request, and the issues (the ‘‘Initial Adviser’’), a business trust Act or has elected to be regulated as a BDC and (b) contested. Persons who wish to be whose investment adviser is a KKR Credit Adviser organized under the laws of the state of notified of a hearing may request that is registered as an investment adviser under the Delaware registered as an investment notification by writing to the Investment Advisers Act of 1940 (the ‘‘Advisers adviser under the Investment Advisers Commission’s Secretary. Act’’). 3 CNL Fund Advisors Company and CNL Fund Act of 1940, ETF Series Solutions (the ADDRESSES: Secretary, U.S. Securities Advisors II, LLC currently serve as investment ‘‘Trust’’), a Delaware statutory trust and Exchange Commission, 100 F St. adviser to CCT I and CCT II, respectively. registered under the Act as an open-end VerDate Sep<11>2014 17:47 Mar 12, 2018 Jkt 244001 PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 E:\FR\FM\13MRN1.SGM 13MRN1


Document Created: 2018-03-13 01:57:14
Document Modified: 2018-03-13 01:57:14
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 March 6, 2018.
ContactBruce MacNeil, Senior Counsel, at (202) 551-6817 or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation83 FR 10941 
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