83 FR 48488 - Variant Alternative Income Fund and Variant Investments, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 186 (September 25, 2018)

Page Range		48488-48490
FR Document		2018-20820
Federal Register, Volume 83 Issue 186 (Tuesday, September 25, 2018)
[Federal Register Volume 83, Number 186 (Tuesday, September 25, 2018)]
[Notices]
[Pages 48488-48490]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-20820]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33242; 812-14895]


Variant Alternative Income Fund and Variant Investments, LLC

September 20, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 
18(a)(2), 18(c) and 18(i) of the Act, under sections 6(c) and 23(c) of 
the Act for an exemption from rule 23c-3 under the Act, and for an 
order pursuant to section 17(d) of the Act and rule 17d-1 under the 
Act.

SUMMARY OF APPLICATION: Applicants request an order to permit certain 
registered closed-end management investment companies to issue multiple 
classes of shares and to impose asset-based distribution and/or service 
fees, early withdrawal charges (``EWCs'') and early repurchase fees.

APPLICANTS: Variant Alternative Income Fund (the ``Initial Fund'') and 
Variant Investments, LLC (the ``Adviser'').

FILING DATES: The application was filed on April 13, 2018, and amended 
on August 3, 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 October 11, 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: 10250 SW Greenburg 
Road, Suite 215, Portland, OR 97223.

FOR FURTHER INFORMATION CONTACT: 
Jean E. Minarick, Senior Counsel, at (202) 551-6811, or Kaitlin C. 
Bottock, Branch Chief, at (202) 551-6825 (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 Initial Fund is a Delaware statutory trust that is 
registered under the Act as a non-diversified, closed-end management 
investment company. The Initial Fund's primary investment objective is 
to provide a high level of current income. Capital appreciation will be 
considered a secondary objective.
    2. The Adviser, a Delaware limited liability company, is registered 
as an investment adviser under the Investment Advisers Act of 1940, as 
amended. The Adviser will serve as investment adviser to the Initial 
Fund.
    3. The applicants seek an order to permit the Initial Fund to issue 
multiple classes of shares and to impose asset-based distribution and/
or service fees and EWCs.
    4. Applicants request that the order also apply to any continuously 
offered registered closed-end management investment company that has 
been previously organized or that may be organized in the future 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 and which operates as an 
interval fund pursuant to rule 23c-3 under the Act or provides periodic 
liquidity with respect to its shares pursuant to rule 13e-4 under the 
Securities Exchange Act of 1934 (``Exchange Act'') (each, a ``Future 
Fund'' and together with the Initial Fund, the ``Funds'').\2\
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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\ Any Fund relying on this relief in the future will do so in 
a manner consistent with the terms and conditions of the 
application. Applicants represent that each entity presently 
intending to rely on the requested relief is listed as an applicant.
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    5. The Initial Fund anticipates making a continuous public offering 
of beneficial interest in connection with its registration statement. 
Applicants state that additional offerings by any Fund relying on the 
order may be on a private placement or public offering basis. Shares of 
the Funds will not be listed on any securities exchange nor quoted on 
any quotation medium. The Funds do not expect there to be a secondary 
trading market for their shares.
    6. If the requested relief is granted, the Initial Fund anticipates 
offering Institutional Class Shares and Investor Class Shares. Each of 
the Institutional Class Shares and Investor Class Shares will have 
their own fee and expense structure. The Funds may in the future offer 
additional classes of shares and/or another sales charge structure. 
Because of the different distribution fees, services and any other 
class expenses that may be attributable to each class of shares, the 
net income attributable to, and the dividends payable on, each class of 
shares may differ from each other.
    7. Applicants state that, from time to time, the Fund may create 
additional classes of shares, the terms of which may differ from the 
initial classes

[[Page 48489]]

pursuant to and in compliance with rule 18f-3 under the Act.
    8. Applicants state that shares of a Fund may be subject to an 
early repurchase fee (``Early Repurchase Fee'') at a rate of no greater 
than 2% of the shareholder's repurchase proceeds if the interval 
between the date of purchase of the shares and the valuation date with 
respect to the repurchase of those shares is less than one year. Any 
Early Repurchase Fees will apply equally to all classes of shares of a 
Fund, consistent with section 18 of the Act and rule 18f-3 thereunder. 
To the extent a Fund determines to waive, impose scheduled variations 
of, or eliminate any Early Repurchase Fee, it will do so consistently 
with the requirements of rule 22d-1 under the Act as if the Early 
Repurchase Fee were a CDSL (defined below) and as if the Fund were an 
open-end investment company and the Fund's waiver of, scheduled 
variation in, or elimination of, any such Early Repurchase Fee will 
apply uniformly to all shareholders of the Fund regardless of class. 
Applicants state that the Initial Fund does not intend to impose an 
Early Repurchase Fee.
    9. Applicants state that the Initial Fund has adopted a fundamental 
policy to repurchase a specified percentage of its shares at net asset 
value on a quarterly basis. Such repurchase offers will be conducted 
pursuant to rule 23c-3 under the Act. Any Future Funds will likewise 
adopt fundamental investment policies and make periodic repurchase 
offers to its shareholders in compliance with rule 23c-3 or will 
provide periodic liquidity with respect to its shares pursuant to rule 
13e-4 under the Exchange Act.\3\ Any repurchase offers made by the 
Funds will be made to all holders of shares of each such Fund.
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    \3\ Applicants submit that rule 23c-3 and Regulation M under the 
Exchange Act permit an interval fund to make repurchase offers to 
repurchase its shares while engaging in a continuous offering of its 
shares pursuant to Rule 415 under the Securities Act of 1933, as 
amended.
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    10. Applicants represent that any asset-based service and/or 
distribution fees for each class of shares of the Funds will comply 
with the provisions of the FINRA Rule 2341(d) (``FINRA Sales Charge 
Rule'').\4\ Applicants also represent that each Fund will disclose in 
its prospectus the fees, expenses and other characteristics of each 
class of shares offered for sale by the prospectus, as is required for 
open-end multiple class funds under Form N-1A. As is required for open-
end funds, each Fund will disclose its expenses in shareholder reports, 
and describe any arrangements that result in breakpoints in or 
elimination of sales loads in its prospectus.\5\ In addition, 
applicants will comply with applicable enhanced fee disclosure 
requirements for fund of funds, including registered funds of hedge 
funds.\6\
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    \4\ Any reference to the FINRA Sales Charge Rule includes any 
successor or replacement to the FINRA Sales Charge Rule.
    \5\ See Shareholder Reports and Quarterly Portfolio Disclosure 
of Registered Management Investment Companies, Investment Company 
Act Release No. 26372 (Feb. 27, 2004) (adopting release) (requiring 
open-end investment companies to disclose fund expenses in 
shareholder reports); and Disclosure of Breakpoint Discounts by 
Mutual Funds, Investment Company Act Release No. 26464 (June 7, 
2004) (adopting release) (requiring open-end investment companies to 
provide prospectus disclosure of certain sales load information).
    \6\ Fund of Funds Investments, Investment Company Act Rel. Nos. 
26198 (Oct. 1, 2003) (proposing release) and 27399 (Jun. 20, 2006) 
(adopting release). See also Rules 12d1-1, et seq. of the Act.
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    11. Each of the Funds will comply with any requirements that the 
Commission or FINRA may adopt regarding disclosure at the point of sale 
and in transaction confirmations about the costs and conflicts of 
interest arising out of the distribution of open-end investment company 
shares, and regarding prospectus disclosure of sales loads and revenue 
sharing arrangements, as if those requirements applied to the Fund. In 
addition, each Fund will contractually require that any distributor of 
the Fund's shares comply with such requirements in connection with the 
distribution of such Fund's shares.
    12. Each Fund will allocate all expenses incurred by it among the 
various classes of shares based on the net assets of that Fund 
attributable to each class, except that the net asset value and 
expenses of each class will reflect the expenses associated with the 
distribution plan of that class (if any), service fees attributable to 
that class (if any), including transfer agency fees, and any other 
incremental expenses of that class. Expenses of a Fund allocated to a 
particular class of shares will be borne on a pro rata basis by each 
outstanding share of that class. Applicants state that each Fund will 
comply with the provisions of rule 18f-3 under the Act as if it were an 
open-end investment company.
    13. Applicants state that each Fund may impose an EWC on shares 
submitted for repurchase that have been held less than a specified 
period and may waive the EWC for certain categories of shareholders or 
transactions to be established from time to time. Applicants state that 
each Fund will apply the EWC (and any waivers or scheduled variations, 
or elimination of the EWC) uniformly to all shareholders in a given 
class and consistently with the requirements of rule 22d-1 under the 
Act as if the Funds were open-end investment companies.
    14. Each Fund operating as an interval fund pursuant to rule 23c-3 
under the Act may offer its shareholders an exchange feature under 
which the shareholders of the Fund may, in connection with such Fund's 
periodic repurchase offers, exchange their shares of the Fund for 
shares of the same class of (i) registered open-end investment 
companies or (ii) other registered closed-end investment companies that 
comply with rule 23c-3 under the Act and continuously offer their 
shares at net asset value, that are in the Fund's group of investment 
companies (collectively, ``Other Funds''). Shares of a Fund operating 
pursuant to rule 23c-3 that are exchanged for shares of Other Funds 
will be included as part of the amount of the repurchase offer amount 
for such Fund as specified in rule 23c-3 under the Act. Any exchange 
option will comply with rule 11a-3 under the Act, as if the Fund were 
an open-end investment company subject to rule 11a-3. In complying with 
rule 11a-3, each Fund will treat an EWC as if it were a contingent 
deferred sales load (``CDSL'').

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(a)(2) of the Act provides that a closed-end 
investment company may not issue or sell a senior security that is a 
stock unless certain requirements are met. Applicants state that the 
creation of multiple classes of shares of the Funds may violate section 
18(a)(2) because the Funds may not meet such requirements with respect 
to a class of shares that may be a senior security.
    2. Section 18(c) of the Act provides, in relevant part, that a 
closed-end investment company may not issue or sell any senior security 
if, immediately thereafter, the company has outstanding more than one 
class of senior security. Applicants state that the creation of 
multiple classes of shares of the Funds may be prohibited by section 
18(c), as a class may have priority over another class as to payment of 
dividends because shareholders of different classes would pay different 
fees and expenses.
    3. Section 18(i) of the Act provides that each share of stock 
issued by a registered management investment company will be a voting 
stock and have equal voting rights with every other outstanding voting 
stock. Applicants state that multiple classes of

[[Page 48490]]

shares of the Funds may violate section 18(i) of the Act because each 
class would be entitled to exclusive voting rights with respect to 
matters solely related to that class.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction or any class or classes of persons, 
securities or transactions from any provision of the Act, or from any 
rule or regulation under the Act, if and to the extent 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. Applicants request an exemption under 
section 6(c) from sections 18(a)(2), 18(c) and 18(i) to permit the 
Funds to issue multiple classes of shares.
    5. Applicants submit that the proposed allocation of expenses 
relating to distribution and voting rights among multiple classes is 
equitable and will not discriminate against any group or class of 
shareholders. Applicants submit that the proposed arrangements would 
permit a Fund to facilitate the distribution of its securities and 
provide investors with a broader choice of shareholder services. 
Applicants assert that the proposed closed-end investment company 
multiple class structure does not raise the concerns underlying section 
18 of the Act to any greater degree than open-end investment companies' 
multiple class structures that are permitted by rule 18f-3 under the 
Act. Applicants state that each Fund will comply with the provisions of 
rule 18f-3 as if it were an open-end investment company.

Early Withdrawal Charges

    1. Section 23(c) of the Act provides, in relevant part, that no 
registered closed-end investment company shall purchase securities 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 other circumstances as the Commission may 
permit by rules and regulations or orders for the protection of 
investors.
    2. Rule 23c-3 under the Act permits an ``interval fund'' to make 
repurchase offers of between five and twenty-five percent of its 
outstanding shares at net asset value at periodic intervals pursuant to 
a fundamental policy of the interval fund. Rule 23c-3(b)(1) under the 
Act permits an interval fund to deduct from repurchase proceeds only a 
repurchase fee, not to exceed two percent of the proceeds, that is paid 
to the interval fund and is reasonably intended to compensate the fund 
for expenses directly related to the repurchase.
    3. Section 23(c)(3) provides that the Commission may issue an order 
that would permit a closed-end investment company to repurchase its 
shares in circumstances in which the repurchase is made in a manner or 
on a basis that does not unfairly discriminate against any holders of 
the class or classes of securities to be purchased.
    4. Applicants request relief under section 6(c), discussed above, 
and section 23(c)(3) from rule 23c-3 to the extent necessary for the 
Funds to impose EWCs on shares of the Funds submitted for repurchase 
that have been held for less than a specified period.
    5. Applicants state that the EWCs they intend to impose are 
functionally similar to CDSLs imposed by open-end investment companies 
under rule 6c-10 under the Act. Rule 6c-10 permits open-end investment 
companies to impose CDSLs, subject to certain conditions. Applicants 
note that rule 6c-10 is grounded in policy considerations supporting 
the employment of CDSLs where there are adequate safeguards for the 
investor and state that the same policy considerations support 
imposition of EWCs in the interval fund context. In addition, 
applicants state that EWCs may be necessary for the distributor to 
recover distribution costs. Applicants represent that any EWC imposed 
by the Funds will comply with rule 6c-10 under the Act as if the rule 
were applicable to closed-end investment companies. The Funds will 
disclose EWCs in accordance with the requirements of Form N-1A 
concerning CDSLs.

Asset-Based Distribution and/or Service Fees

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company, or an 
affiliated person of such person, acting as principal, from 
participating in or effecting any transaction in connection with any 
joint enterprise or joint arrangement in which the investment company 
participates unless the Commission issues an order permitting the 
transaction. In reviewing applications submitted under section 17(d) 
and rule 17d-1, the Commission considers whether the participation of 
the investment company in a joint enterprise or joint arrangement is 
consistent with the provisions, policies and purposes of the Act, and 
the extent to which the participation is on a basis different from or 
less advantageous than that of other participants.
    2. Rule 17d-3 under the Act provides an exemption from section 
17(d) and rule 17d-1 to permit open-end investment companies to enter 
into distribution arrangements pursuant to rule 12b-1 under the Act. 
Applicants request an order under section 17(d) and rule 17d-1 under 
the Act to the extent necessary to permit the Fund to impose asset-
based distribution and/or service fees. Applicants have agreed to 
comply with rules 12b-1 and 17d-3 as if those rules applied to closed-
end investment companies, which they believe will resolve any concerns 
that might arise in connection with a Fund financing the distribution 
of its shares through asset-based distribution fees.
    3. For the reasons stated above, applicants submit that the 
exemptions requested under section 6(c) are necessary and appropriate 
in the public interest and are consistent with the protection of 
investors and the purposes fairly intended by the policy and provisions 
of the Act. Applicants further submit that the relief requested 
pursuant to section 23(c)(3) will be consistent with the protection of 
investors and will insure that applicants do not unfairly discriminate 
against any holders of the class of securities to be purchased. 
Finally, applicants state that the Funds' imposition of asset-based 
distribution and/or service fees is consistent with the provisions, 
policies and purposes of the Act and does not involve participation on 
a basis different from or less advantageous than that of other 
participants.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Each Fund relying on the order will comply with the provisions of 
rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1, and, where applicable, 11a-3 
under the Act, as amended from time to time, as if those rules applied 
to closed-end management investment companies, and will comply with the 
FINRA Sales Charge Rule, as amended from time to time, as if that rule 
applied to all closed-end management investment companies.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2018-20820 Filed 9-24-18; 8:45 am]
BILLING CODE 8011-01-P
48490 Federal Register / Vol. 83, No. 186 / Tuesday, September 25, 2018 / Notices

shares of the Funds may violate section the interval fund and is reasonably different from or less advantageous than
18(i) of the Act because each class intended to compensate the fund for that of other participants.
would be entitled to exclusive voting expenses directly related to the 2. Rule 17d–3 under the Act provides
rights with respect to matters solely repurchase. an exemption from section 17(d) and
related to that class. 3. Section 23(c)(3) provides that the rule 17d–1 to permit open-end
4. Section 6(c) of the Act provides that Commission may issue an order that investment companies to enter into
the Commission may exempt any would permit a closed-end investment distribution arrangements pursuant to
person, security or transaction or any company to repurchase its shares in rule 12b–1 under the Act. Applicants
class or classes of persons, securities or circumstances in which the repurchase request an order under section 17(d) and
transactions from any provision of the is made in a manner or on a basis that rule 17d–1 under the Act to the extent
Act, or from any rule or regulation does not unfairly discriminate against necessary to permit the Fund to impose
under the Act, if and to the extent such any holders of the class or classes of asset-based distribution and/or service
exemption is necessary or appropriate securities to be purchased. fees. Applicants have agreed to comply
in the public interest and consistent 4. Applicants request relief under with rules 12b–1 and 17d–3 as if those
with the protection of investors and the section 6(c), discussed above, and rules applied to closed-end investment
purposes fairly intended by the policy section 23(c)(3) from rule 23c–3 to the companies, which they believe will
and provisions of the Act. Applicants extent necessary for the Funds to resolve any concerns that might arise in
request an exemption under section 6(c) impose EWCs on shares of the Funds
from sections 18(a)(2), 18(c) and 18(i) to connection with a Fund financing the
submitted for repurchase that have been distribution of its shares through asset-
permit the Funds to issue multiple held for less than a specified period.
classes of shares. based distribution fees.
5. Applicants submit that the 5. Applicants state that the EWCs they 3. For the reasons stated above,
proposed allocation of expenses relating intend to impose are functionally applicants submit that the exemptions
to distribution and voting rights among similar to CDSLs imposed by open-end requested under section 6(c) are
multiple classes is equitable and will investment companies under rule 6c–10 necessary and appropriate in the public
not discriminate against any group or under the Act. Rule 6c–10 permits open- interest and are consistent with the
class of shareholders. Applicants submit end investment companies to impose protection of investors and the purposes
that the proposed arrangements would CDSLs, subject to certain conditions. fairly intended by the policy and
permit a Fund to facilitate the Applicants note that rule 6c–10 is provisions of the Act. Applicants further
distribution of its securities and provide grounded in policy considerations submit that the relief requested
investors with a broader choice of supporting the employment of CDSLs pursuant to section 23(c)(3) will be
shareholder services. Applicants assert where there are adequate safeguards for consistent with the protection of
that the proposed closed-end the investor and state that the same investors and will insure that applicants
investment company multiple class policy considerations support do not unfairly discriminate against any
structure does not raise the concerns imposition of EWCs in the interval fund holders of the class of securities to be
underlying section 18 of the Act to any context. In addition, applicants state purchased. Finally, applicants state that
greater degree than open-end that EWCs may be necessary for the the Funds’ imposition of asset-based
investment companies’ multiple class distributor to recover distribution costs. distribution and/or service fees is
structures that are permitted by rule Applicants represent that any EWC consistent with the provisions, policies
18f–3 under the Act. Applicants state imposed by the Funds will comply with and purposes of the Act and does not
that each Fund will comply with the rule 6c–10 under the Act as if the rule involve participation on a basis different
provisions of rule 18f–3 as if it were an were applicable to closed-end from or less advantageous than that of
open-end investment company. investment companies. The Funds will other participants.
disclose EWCs in accordance with the
Early Withdrawal Charges requirements of Form N–1A concerning Applicants’ Condition
1. Section 23(c) of the Act provides, CDSLs.
in relevant part, that no registered Applicants agree that any order
Asset-Based Distribution and/or Service granting the requested relief will be
closed-end investment company shall Fees
purchase securities of which it is the subject to the following condition:
issuer, except: (a) On a securities 1. Section 17(d) of the Act and rule Each Fund relying on the order will
exchange or other open market; (b) 17d–1 under the Act prohibit an comply with the provisions of rules
pursuant to tenders, after reasonable affiliated person of a registered 6c–10, 12b–1, 17d–3, 18f–3, 22d–1, and,
opportunity to submit tenders given to investment company, or an affiliated where applicable, 11a–3 under the Act,
all holders of securities of the class to person of such person, acting as as amended from time to time, as if
be purchased; or (c) under other principal, from participating in or those rules applied to closed-end
circumstances as the Commission may effecting any transaction in connection management investment companies,
permit by rules and regulations or with any joint enterprise or joint and will comply with the FINRA Sales
orders for the protection of investors. arrangement in which the investment Charge Rule, as amended from time to
2. Rule 23c–3 under the Act permits company participates unless the time, as if that rule applied to all closed-
an ‘‘interval fund’’ to make repurchase Commission issues an order permitting end management investment
offers of between five and twenty-five the transaction. In reviewing companies.
percent of its outstanding shares at net applications submitted under section
daltland on DSKBBV9HB2PROD with NOTICES

For the Commission, by the Division of
asset value at periodic intervals 17(d) and rule 17d–1, the Commission Investment Management, under delegated
pursuant to a fundamental policy of the considers whether the participation of authority.
interval fund. Rule 23c–3(b)(1) under the investment company in a joint
Brent J. Fields,
the Act permits an interval fund to enterprise or joint arrangement is
deduct from repurchase proceeds only a consistent with the provisions, policies Secretary.
repurchase fee, not to exceed two and purposes of the Act, and the extent [FR Doc. 2018–20820 Filed 9–24–18; 8:45 am]
percent of the proceeds, that is paid to to which the participation is on a basis BILLING CODE 8011–01–P

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Document Created: 2018-09-25 00:21:56
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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 April 13, 2018, and amended on August 3, 2018.
Contact		Jean E. Minarick, Senior Counsel, at (202) 551-6811, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 48488