83 FR 24377 - Weiss Strategic Interval Fund and Weiss Multi-Strategy Advisers LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 102 (May 25, 2018)

Page Range		24377-24379
FR Document		2018-11296

Federal Register, Volume 83 Issue 102 (Friday, May 25, 2018)

[Federal Register Volume 83, Number 102 (Friday, May 25, 2018)]
[Notices]
[Pages 24377-24379]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2018-11296]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33101; File No. 812-14832]

Weiss Strategic Interval Fund and Weiss Multi-Strategy Advisers
LLC

May 21, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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Notice of application for an order under sections 6(c) and 23(c)(3)
of the Investment Company Act of 1940 (the ``Act'') for an exemption
from rule 23c-3 under the Act.

Summary of Application: Applicants request an order under sections
6(c) and 23(c)(3) of the Act for an exemption from certain provisions
of rule 23c-3 to permit certain registered closed-end investment
companies to make repurchase offers on a monthly basis.

Applicants: Weiss Strategic Interval Fund (the ``Fund'') and Weiss
Multi-Strategy Advisers LLC (the ``Adviser'').

Filing Dates: The application was filed on October 11, 2017 and
amended on March 19, 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 June 15, 2018, and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090; Applicants: Jeffrey Dillabough,
Weiss Multi-Strategy Advisers LLC, 320 Park Avenue, New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or
Andrea Ottomanelli Magovern, 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. The Fund is a Delaware statutory trust that is registered under
the Act as a diversified, closed-end management investment company that
will be operated as an interval fund. The Adviser is a Delaware limited
liability company and is registered as an investment adviser under the
Investment Advisers Act of 1940. The Adviser serves as investment
adviser to the Fund.
2. Applicants request that any relief granted also apply to any
registered closed-end management investment company that operates as an
interval fund pursuant to rule 23c-3 for which the Adviser or any
entity controlling, controlled by, or under common control with the
Adviser, or any successor in interest to any such entity,\1\ acts as
investment adviser (the ``Future Funds,'' and together with the Fund,
the ``Funds,'' and each, individually, a ``Fund'').\2\ The Fund's
common shares are not offered or traded in the secondary market and are
not listed on any exchange or quoted on any quotation medium.
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\1\ A successor in interest is limited to an entity that results
from a reorganization into another jurisdiction or a change in the
type of business organization.
\2\ All entities currently intending to rely on the requested
relief have been named as applicants. Any entity that relies on the
requested order in the future will do so only in accordance with the
terms and conditions of the application.
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3. Applicants request an order to permit each Fund to offer to
repurchase a portion of its common shares at one-month intervals,
rather than the three, six, or twelve-month intervals specified by rule
23c-3.
4. Each Fund will disclose in its prospectus and annual reports its
fundamental policy to make monthly offers to repurchase a portion of
its common shares at net asset value, less deduction of a repurchase
fee, if any, as permitted by rule 23c-3(b)(1). The fundamental policy
will be changeable only by a majority vote of the holders of such
Fund's outstanding voting securities. Under the fundamental policy, the
repurchase offer amount will be determined by the board of trustees of
the applicable Fund (``Board'') prior to each repurchase offer. Each
Fund will comply with rule 23c-3(b)(8)'s requirements with respect to
its trustees

[[Page 24378]]

who are not interested persons of such Fund, within the meaning of
section 2(a)(19) of the Act (``Disinterested Trustees'') and their
legal counsel. Each Fund will make monthly offers to repurchase not
less than 5% of its outstanding shares at the time of the repurchase
request deadline. The repurchase offer amounts for the then-current
monthly period, plus the repurchase offer amounts for the two monthly
periods immediately preceding the then-current monthly period, will not
exceed 25% of the outstanding common shares of the applicable Fund.
5. Each Fund's fundamental policies will specify the means to
determine the repurchase request deadline and the maximum number of
days between each repurchase request deadline and the repurchase
pricing date. Each Fund's repurchase pricing date normally will be the
same date as the repurchase request deadline and pricing will be
determined after close of business on that date.
6. Pursuant to rule 23c-3(b)(1), each Fund will repurchase shares
for cash on or before the repurchase payment deadline, which will be no
later than seven calendar days after the repurchase pricing date. The
Fund (and any Future Fund) currently intends to make payment by the
fifth business day or seventh calendar day (whichever period is
shorter) following the repurchase pricing date. Each Fund will make
payment for shares repurchased in the previous month's repurchase offer
at least five business days before sending notification of the next
repurchase offer. The Fund intends to, and a Future Fund may, deduct a
repurchase fee in an amount not to exceed 2% from the repurchase
proceeds payable to tendering shareholders, in compliance with rule
23c-3(b)(1).
7. Each Fund will provide common shareholders with notification of
each repurchase offer no less than seven days and no more than fourteen
days prior to the repurchase request deadline. The notification will
include all information required by rule 23c-3(b)(4)(i). Each Fund will
file the notification and the Form N-23c-3 with the Commission within
three business days after sending the notification to its respective
common shareholders.
8. The Funds will not suspend or postpone a repurchase offer except
pursuant to the vote of a majority of its Trustees, including a
majority of its Disinterested Trustees, and only under the limited
circumstances specified in rule 23c-3(b)(3)(i). The Funds will not
condition a repurchase offer upon tender of any minimum amount of
shares. In addition, each Fund will comply with the pro ration and
other allocation requirements of rule 23c-3(b)(5) if common
shareholders tender more than the repurchase offer amount. Further,
each Fund will permit tenders to be withdrawn or modified at any time
until the repurchase request deadline, but will not permit tenders to
be withdrawn or modified thereafter.
9. From the time a Fund sends its notification to shareholders of
the repurchase offer until the repurchase pricing date, a percentage of
such Fund's assets equal to at least 100% of the repurchase offer
amount will consist of: (a) Assets that can be sold or disposed of in
the ordinary course of business at approximately the price at which
such Fund has valued such investment within a period equal to the
period between the repurchase request deadline and the repurchase
payment deadline; or (b) Assets that mature by the next repurchase
payment deadline. In the event the assets of a Fund fail to comply with
this requirement, the Board will cause such Fund to take such action as
it deems appropriate to ensure compliance.
10. In compliance with the asset coverage requirements of section
18 of the Act, any senior security issued by, or other indebtedness of,
a Fund will either mature by the next repurchase pricing date or
provide for such Fund's ability to call, repay or redeem such senior
security or other indebtedness by the next repurchase pricing date,
either in whole or in part, without penalty or premium, as necessary to
permit that Fund to complete the repurchase offer in such amounts
determined by its Board.
11. The Board of each Fund will adopt written procedures to ensure
that such Fund's portfolio assets are sufficiently liquid so that it
can comply with its fundamental policy on repurchases and the liquidity
requirements of rule 23c-3(b)(10)(i). The Board of each Fund will
review the overall composition of the portfolio and make and approve
such changes to the procedures as it deems necessary.

Applicants' Legal Analysis

1. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction, or any class or classes of
persons, securities, or transactions, from any provision of the Act or
rule thereunder, if and to the extent that such exemption is necessary
or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act.
2. Section 23(c) of the Act provides in relevant part that no
registered closed-end investment company shall purchase any securities
of any class of which it is the issuer except: (a) On a securities
exchange or other open market; (b) pursuant to tenders, after
reasonable opportunity to submit tenders given to all holders of
securities of the class to be purchased; or (c) under such other
circumstances as the Commission may permit by rules and regulations or
orders for the protection of investors.
3. Rule 23c-3 under the Act permits a registered closed-end
investment company to make repurchase offers for its common stock at
net asset value at periodic intervals pursuant to a fundamental policy
of the investment company. ``Periodic interval'' is defined in rule
23c-3(a)(1) as an interval of three, six, or twelve months. Rule 23c-
3(b)(4) requires that notification of each repurchase offer be sent to
shareholders no less than 21 calendar days and no more than 42 calendar
days before the repurchase request deadline.
4. Applicants request an order pursuant to sections 6(c) and 23(c)
of the Act exempting them from rule 23c-3(a)(1) to the extent necessary
to permit the Funds to make monthly repurchase offers. Applicants also
request an exemption from the notice provisions of rule 23c-3(b)(4) to
the extent necessary to permit each Fund to send notification of an
upcoming repurchase offer to shareholders at least seven days but no
more than fourteen calendar days in advance of the repurchase request
deadline.
5. Applicants contend that monthly repurchase offers are in the
public interest and in the common shareholders' interests and
consistent with the policies underlying rule 23c-3. Applicants assert
that monthly repurchase offers will provide investors with more
liquidity than quarterly repurchase offers. Applicants assert that
shareholders will be better able to manage their investments and plan
transactions, because if they decide to forego a repurchase offer, they
will only need to wait one month for the next offer. Applicants also
contend that the portfolio of each Fund will be managed to provide
ample liquidity for monthly repurchase offers.
6. Applicants propose to send notification to shareholders at least
seven days, but no more than fourteen calendar days, in advance of a
repurchase request deadline. Applicants assert that, because the Fund
(and any Future Fund) currently intends to make payment on the fifth
business day or seventh calendar day (whichever period is shorter)
following the repurchase

[[Page 24379]]

pricing date, the entire procedure will be completed before the next
notification is sent out to shareholders, thus avoiding any overlap.
Applicants believe that these procedures will eliminate any possibility
of investor confusion. Applicants also state that monthly repurchase
offers will be a fundamental feature of the Funds, and their
prospectuses will provide a clear explanation of the repurchase
program.
7. Applicants submit that for the reasons given above the requested
relief is appropriate in the public interest and is consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act.

Applicants' Conditions

Applicants agree that any order granting the requested relief shall
be subject to the following conditions:
1. The Fund (and any Future Fund relying on this relief) will make
a repurchase offer pursuant to rule 23c-3(b) for a repurchase offer
amount of not less than 5% in any one-month period. In addition, the
repurchase offer amount for the then-current monthly period, plus the
repurchase offer amounts for the two monthly periods immediately
preceding the then-current monthly period, will not exceed 25% of the
Fund's (or Future Fund's, as applicable) outstanding common shares. The
Fund (and any Future Fund relying on this relief) may repurchase
additional tendered shares pursuant to rule 23c-3(b)(5) only to the
extent the percentage of additional shares so repurchased does not
exceed 2% in any three-month period.
2. Payment for repurchased shares will occur at least five business
days before notification of the next repurchase offer is sent to
shareholders of the Fund (or Future Fund relying on this relief).

For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-11296 Filed 5-24-18; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices 24379

pricing date, the entire procedure will Extension: Please direct your written comments
be completed before the next Rule 206(4)–3, SEC File No. 270–218, OMB to Pamela Dyson, Director/Chief
notification is sent out to shareholders, Control No. 3235–0242 Information Officer, Securities and
thus avoiding any overlap. Applicants Notice is hereby given that, pursuant Exchange Commission, C/O Remi
believe that these procedures will to the Paperwork Reduction Act of 1995 Pavlik-Simon, 100 F Street NE,
eliminate any possibility of investor (44 U.S.C. 3501 et seq.), the Securities Washington, DC 20549; or send an email
confusion. Applicants also state that and Exchange Commission to: PRA_Mailbox@sec.gov.
monthly repurchase offers will be a (‘‘Commission’’) is soliciting comments Dated: May 18, 2018.
fundamental feature of the Funds, and on the collection of information Eduardo A. Aleman,
their prospectuses will provide a clear summarized below. The Commission Assistant Secretary.
explanation of the repurchase program. plans to submit this existing collection [FR Doc. 2018–11219 Filed 5–24–18; 8:45 am]
7. Applicants submit that for the of information to the Office of
reasons given above the requested relief BILLING CODE 8011–01–P
Management and Budget for extension
is appropriate in the public interest and and approval.
is consistent with the protection of Rule 206(4)–3 (17 CFR 275.206(4)–3) SECURITIES AND EXCHANGE
investors and the purposes fairly under the Investment Advisers Act of COMMISSION
intended by the policy and provisions of 1940, which is entitled ‘‘Cash Payments
the Act. for Client Solicitations,’’ provides [Release No. 34–83294; File No. SR–
NASDAQ–2018–008]
Applicants’ Conditions restrictions on cash payments for client
solicitations. The rule requires that an Self-Regulatory Organizations; The
Applicants agree that any order
adviser pay all solicitors’ fees pursuant Nasdaq Stock Market LLC; Order
granting the requested relief shall be
to a written agreement. When an adviser Instituting Proceedings To Determine
subject to the following conditions:
will provide only impersonal advisory Whether To Approve or Disapprove a
1. The Fund (and any Future Fund
services to the prospective client, the Proposed Rule Change To Modify the
relying on this relief) will make a
rule imposes no disclosure Listing Requirements Contained in
repurchase offer pursuant to rule 23c–
requirements. When the solicitor is Listing Rule 5635(d) To Change the
3(b) for a repurchase offer amount of not
affiliated with the adviser and the Definition of Market Value for
less than 5% in any one-month period.
adviser will provide individualized Purposes of the Shareholder Approval
In addition, the repurchase offer amount
advisory services to the prospective Rule and Eliminate the Requirement
for the then-current monthly period,
client, the solicitor must, at the time of for Shareholder Approval of Issuances
plus the repurchase offer amounts for
the solicitation or referral, indicate to at a Price Less Than Book Value but
the two monthly periods immediately
the prospective client that he is Greater Than Market Value
preceding the then-current monthly
affiliated with the adviser. When the
period, will not exceed 25% of the
solicitor is not affiliated with the May 21, 2018.
Fund’s (or Future Fund’s, as applicable)
adviser and the adviser will provide I. Introduction
outstanding common shares. The Fund
individualized advisory services to the
(and any Future Fund relying on this On January 30, 2018, The Nasdaq
prospective client, the solicitor must, at
relief) may repurchase additional Stock Market LLC (‘‘Nasdaq’’ or the
the time of the solicitation or referral,
tendered shares pursuant to rule 23c– ‘‘Exchange’’) filed with the Securities
provide the prospective client with a
3(b)(5) only to the extent the percentage and Exchange Commission
copy of the adviser’s brochure and a
of additional shares so repurchased does (‘‘Commission’’), pursuant to Section
disclosure document containing
not exceed 2% in any three-month 19(b)(1) of the Securities Exchange Act
information specified in rule 206(4)–3.
period. of 1934 (‘‘Act’’) 1 and Rule 19b–4
2. Payment for repurchased shares Amendments to rule 206(4)–3, adopted
in 2010 in connection with rule 206(4)– thereunder,2 a proposed rule change to
will occur at least five business days modify the listing requirements
before notification of the next 5, specify that solicitation activities
involving a government entity, as contained in Nasdaq Rule 5635(d) to (1)
repurchase offer is sent to shareholders change the definition of market value
of the Fund (or Future Fund relying on defined in rule 206(4)–5, are subject to
the additional limitations of rule for purposes of shareholder approval
this relief). under Nasdaq Rule 5635(d); (2)
206(4)–5. The information rule 206(4)–
For the Commission, by the Division of 3 requires is necessary to inform eliminate the requirement for
Investment Management, under delegated shareholder approval of issuances at a
advisory clients about the nature of the
authority. price less than book value but greater
solicitor’s financial interest in the
Eduardo A. Aleman, than market value; and (3) make other
recommendation so the prospective
Assistant Secretary. clients may consider the solicitor’s conforming changes. The proposed rule
[FR Doc. 2018–11296 Filed 5–24–18; 8:45 am] potential bias, and to protect clients change was published for comment in
BILLING CODE 8011–01–P against solicitation activities being the Federal Register on February 20,
carried out in a manner inconsistent 2018.3 On April 4, 2018, pursuant to
with the adviser’s fiduciary duty to Section 19(b)(2) of the Act,4 the
SECURITIES AND EXCHANGE clients. Rule 206(4)–3 is applicable to Commission designated a longer period
COMMISSION all Commission-registered investment within which to either approve the
advisers. The Commission believes that proposed rule change, disapprove the
amozie on DSK3GDR082PROD with NOTICES1

Proposed Collection; Comment proposed rule change, or institute
approximately 4,395 of these advisers
Request
have cash referral fee arrangements. The
1 15 U.S.C. 78s(b)(1).
Upon Written Request, Copies Available rule requires approximately 7.04 burden 2 17 CFR 240.19b–4.
From: Securities and Exchange hours per year per adviser and results in 3 See Securities Exchange Act Release No. 82702
Commission, Office of FOIA Services, a total of approximately 30,941 total (February 13, 2018), 83 FR 7269 (February 20, 2018)
100 F Street NE, Washington, DC burden hours (7.04 × 4,395) for all (‘‘Notice’’).
20549–2736 advisers. 4 15 U.S.C. 78s(b)(2).

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Document Created: 2018-05-25 02:12:52
Document Modified: 2018-05-25 02:12:52

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on October 11, 2017 and amended on March 19, 2018.
Contact		Asen Parachkevov, Senior Counsel, or Andrea Ottomanelli Magovern, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 24377