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).
---------------------------------------------------------------------------

    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
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                                               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).



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                                             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
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                                             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


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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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