83_FR_52803 83 FR 52602 - Destra International & Event-Driven Credit Fund and Destra Capital Advisors LLC; Notice of Application

83 FR 52602 - Destra International & Event-Driven Credit Fund and Destra Capital Advisors LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 201 (October 17, 2018)

Page Range52602-52605
FR Document2018-22541

Federal Register, Volume 83 Issue 201 (Wednesday, October 17, 2018)
[Federal Register Volume 83, Number 201 (Wednesday, October 17, 2018)]
[Notices]
[Pages 52602-52605]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-22541]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33268; 812-14903]


Destra International & Event-Driven Credit Fund and Destra 
Capital Advisors LLC; Notice of Application

October 11, 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: Destra International & Event-Driven Credit Fund (the 
``Initial Fund'') and Destra Capital Advisors LLC (the ``Adviser'').

Filing Dates: The application was filed on May 4, 2018 and an amendment 
on August 22, 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 November 5, 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, 444 West Lake Street, 
Suite 1700, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT: Benjamin Kalish, Attorney-Advisor, at 
(202) 551-7361 or Parisa Haghshenas, Branch Chief, at (202) 551-6723 
(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 investment objective is to 
provide attractive total returns, consisting of income and capital 
appreciation.
    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 serves as investment adviser to the Initial Fund.
    3. The applicants seek an order to permit the Initial Fund to issue 
multiple classes of shares, each having its own fee and expense 
structure, and to impose asset-based distribution and/or service fees 
with respect to certain classes 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 currently issues a single class of common 
shares 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 intends to 
redesignate its common shares as ``Class I Shares'' and to file an 
amendment to its registration statement in order to continuously offer 
additional classes of shares, currently contemplated to be named 
``Class A Shares,'' ``Class L Shares'', and ``Class T Shares.'' Because 
of the different distribution fees, shareholder services fees, and any 
other class expenses that may be attributable to the Class I Shares, 
Class A Shares, Class L Shares, and Class T Shares, the net income 
attributable to, and any dividends payable on, each class of shares may 
differ from each other. The Fund's Class I Shares will be subject to 
other expenses but not a front-end sales charge nor a distribution fee 
or a service fee. The Fund's Class A Shares will be subject to other 
expenses including a front-end sales charge and a service fee but not a 
distribution fee. The Fund's Class L Shares and Class T Shares will

[[Page 52603]]

each be subject to other expenses including a front-end sales charge, 
distribution fee, and service fee. Currently, Class I Shares, Class A 
Shares, Class L Shares and Class T Shares will not be subject to an 
EWC.
    7. Applicants state that, from time to time, a Fund may create 
additional classes of shares the terms of which may differ from their 
other share classes, in the following respects: (1) The amount of fees 
permitted by different distribution plans or different service fee 
arrangements; (2) voting rights with respect to a distribution plan of 
a class; (3) different class designations; (4) the impact of any class 
expenses directly attributable to a particular class of Shares 
allocated on a class basis as described in the application; (5) any 
differences in dividends and net asset value resulting from differences 
in fees under a distribution plan or servie fee arrangement or in class 
expenses; (6) any EWC or other sales load structure; and (7) exchange 
or conversion privileges of the classes as permitted 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 the Initial Fund does not currently 
intend to impose an EWC. However, a 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

[[Page 52604]]

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 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 and/or service 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.

[[Page 52605]]

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.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-22541 Filed 10-16-18; 8:45 am]
BILLING CODE 8011-01-P



                                               52602                       Federal Register / Vol. 83, No. 201 / Wednesday, October 17, 2018 / Notices

                                               proposed rule change between the                          APPLICANTS:   Destra International &                  fee and expense structure, and to
                                               Commission and any person, other than                     Event-Driven Credit Fund (the ‘‘Initial               impose asset-based distribution and/or
                                               those that may be withheld from the                       Fund’’) and Destra Capital Advisors LLC               service fees with respect to certain
                                               public in accordance with the                             (the ‘‘Adviser’’).                                    classes and EWCs.
                                               provisions of 5 U.S.C. 552, will be                       FILING DATES: The application was filed                  4. Applicants request that the order
                                               available for website viewing and                         on May 4, 2018 and an amendment on                    also apply to any continuously offered
                                               printing in the Commission’s Public                       August 22, 2018.                                      registered closed-end management
                                               Reference Room, 100 F Street NE,                          HEARING OR NOTIFICATION OF HEARING: An                investment company that has been
                                               Washington, DC 20549, on official                         order granting the requested relief will              previously organized or that may be
                                               business days between the hours of                        be issued unless the Commission orders                organized in the future for which the
                                               10:00 a.m. and 3:00 p.m. Copies of the                    a hearing. Interested persons may                     Adviser, or any entity controlling,
                                               filing also will be available for                         request a hearing by writing to the                   controlled by, or under common control
                                               inspection and copying at the principal                   Commission’s Secretary and serving                    with the Adviser, or any successor in
                                               office of the Exchange. All comments                      applicants with a copy of the request,                interest to any such entity,1 acts as
                                               received will be posted without change.                   personally or by mail. Hearing requests               investment adviser and which operates
                                               Persons submitting comments are                           should be received by the Commission                  as an interval fund pursuant to rule
                                               cautioned that we do not redact or edit                   by 5:30 p.m. on November 5, 2018, and                 23c–3 under the Act or provides
                                               personal identifying information from                     should be accompanied by proof of                     periodic liquidity with respect to its
                                               comment submissions. You should                           service on the applicants, in the form of             shares pursuant to rule 13e–4 under the
                                               submit only information that you wish                     an affidavit, or, for lawyers, a certificate          Securities Exchange Act of 1934
                                               to make available publicly. All                           of service. Pursuant to rule 0–5 under                (‘‘Exchange Act’’) (each, a ‘‘Future
                                               submissions should refer to File                          the Act, hearing requests should state                Fund’’ and together with the Initial
                                               Number SR–CboeEDGA–2018–016 and                           the nature of the writer’s interest, any              Fund, the ‘‘Funds’’).2
                                               should be submitted on or before                          facts bearing upon the desirability of a                 5. The Initial Fund currently issues a
                                               November 7, 2018.                                         hearing on the matter, the reason for the             single class of common shares in
                                                                                                         request, and the issues contested.                    connection with its registration
                                                 For the Commission, by the Division of
                                               Trading and Markets, pursuant to delegated                Persons who wish to be notified of a                  statement. Applicants state that
                                               authority.23                                              hearing may request notification by                   additional offerings by any Fund relying
                                               Eduardo A. Aleman,                                        writing to the Commission’s Secretary.                on the order may be on a private
                                                                                                                                                               placement or public offering basis.
                                               Assistant Secretary.                                      ADDRESSES: Secretary, U.S. Securities
                                                                                                                                                               Shares of the Funds will not be listed on
                                               [FR Doc. 2018–22536 Filed 10–16–18; 8:45 am]              and Exchange Commission, 100 F Street
                                                                                                                                                               any securities exchange, nor quoted on
                                               BILLING CODE 8011–01–P                                    NE, Washington, DC 20549–1090;
                                                                                                                                                               any quotation medium. The Funds do
                                                                                                         Applicants, 444 West Lake Street, Suite
                                                                                                                                                               not expect there to be a secondary
                                                                                                         1700, Chicago, IL 60606.
                                                                                                                                                               trading market for their shares.
                                               SECURITIES AND EXCHANGE                                   FOR FURTHER INFORMATION CONTACT:                         6. If the requested relief is granted, the
                                               COMMISSION                                                Benjamin Kalish, Attorney-Advisor, at                 Initial Fund intends to redesignate its
                                                                                                         (202) 551–7361 or Parisa Haghshenas,                  common shares as ‘‘Class I Shares’’ and
                                               [Investment Company Act Release No.                       Branch Chief, at (202) 551–6723                       to file an amendment to its registration
                                               33268; 812–14903]                                         (Division of Investment Management,                   statement in order to continuously offer
                                                                                                         Chief Counsel’s Office).                              additional classes of shares, currently
                                               Destra International & Event-Driven                       SUPPLEMENTARY INFORMATION: The                        contemplated to be named ‘‘Class A
                                               Credit Fund and Destra Capital                            following is a summary of the                         Shares,’’ ‘‘Class L Shares’’, and ‘‘Class T
                                               Advisors LLC; Notice of Application                       application. The complete application                 Shares.’’ Because of the different
                                               October 11, 2018.                                         may be obtained via the Commission’s                  distribution fees, shareholder services
                                               AGENCY: Securities and Exchange                           website by searching for the file                     fees, and any other class expenses that
                                               Commission (‘‘Commission’’).                              number, or for an applicant using the                 may be attributable to the Class I Shares,
                                                                                                         Company name box, at http://                          Class A Shares, Class L Shares, and
                                               ACTION: Notice.
                                                                                                         www.sec.gov/search/search.htm or by                   Class T Shares, the net income
                                                 Notice of an application under section                  calling (202) 551–8090.                               attributable to, and any dividends
                                               6(c) of the Investment Company Act of                     Applicants’ Representations                           payable on, each class of shares may
                                               1940 (the ‘‘Act’’) for an exemption from                                                                        differ from each other. The Fund’s Class
                                                                                                            1. The Initial Fund is a Delaware                  I Shares will be subject to other
                                               sections 18(a)(2), 18(c) and 18(i) of the
                                                                                                         statutory trust that is registered under              expenses but not a front-end sales
                                               Act, under sections 6(c) and 23(c) of the
                                                                                                         the Act as a non-diversified, closed-end              charge nor a distribution fee or a service
                                               Act for an exemption from rule 23c–3
                                                                                                         management investment company. The                    fee. The Fund’s Class A Shares will be
                                               under the Act, and for an order pursuant
                                                                                                         Initial Fund’s investment objective is to             subject to other expenses including a
                                               to section 17(d) of the Act and rule 17d–
                                                                                                         provide attractive total returns,                     front-end sales charge and a service fee
                                               1 under the Act.
                                                                                                         consisting of income and capital                      but not a distribution fee. The Fund’s
                                               SUMMARY OF APPLICATION: Applicants                        appreciation.
                                               request an order to permit certain                                                                              Class L Shares and Class T Shares will
                                                                                                            2. The Adviser, a Delaware limited
                                               registered closed-end management                          liability company, is registered as an
daltland on DSKBBV9HB2PROD with NOTICES




                                                                                                                                                                 1 A successor in interest is limited to an entity
                                               investment companies to issue multiple                    investment adviser under the                          that results from a reorganization into another
                                               classes of shares and to impose asset-                    Investment Advisers Act of 1940, as                   jurisdiction or a change in the type of business
                                               based distribution and/or service fees,                   amended. The Adviser serves as                        organization.
                                               early withdrawal charges (‘‘EWCs’’), and                  investment adviser to the Initial Fund.
                                                                                                                                                                 2 Any Fund relying on this relief in the future will

                                               early repurchase fees.                                                                                          do so in a manner consistent with the terms and
                                                                                                            3. The applicants seek an order to                 conditions of the application. Applicants represent
                                                                                                         permit the Initial Fund to issue multiple             that each entity presently intending to rely on the
                                                 23 17   CFR 200.30–3(a)(12).                            classes of shares, each having its own                requested relief is listed as an applicant.



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                                                                         Federal Register / Vol. 83, No. 201 / Wednesday, October 17, 2018 / Notices                                              52603

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


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                                               52604                     Federal Register / Vol. 83, No. 201 / Wednesday, October 17, 2018 / Notices

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


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                                                                          Federal Register / Vol. 83, No. 201 / Wednesday, October 17, 2018 / Notices                                                  52605

                                               Applicants’ Condition                                   solicit comments on the proposed rule                   options trading platform of Cboe BZX
                                                 Applicants agree that any order                       change from interested persons.                         Exchange, Inc. (‘‘BZX Options’’), and
                                               granting the requested relief will be                                                                           Cboe C2 Exchange, Inc. (‘‘C2’’).7 Based
                                                                                                       I. Self-Regulatory Organization’s
                                               subject to the following condition:                                                                             on the successful experience with Purge
                                                                                                       Statement of the Terms of Substance of
                                                 Each Fund relying on the order will                                                                           Ports for options, and in response to
                                                                                                       the Proposed Rule Change
                                               comply with the provisions of rules 6c–                                                                         demand for similar functionality for
                                                                                                          The Exchange is proposing to (1)                     equities trading, the Exchange has
                                               10, 12b–1, 17d–3, 18f–3, 22d–1, and,                    establish Purge Ports for equities trading
                                               where applicable, 11a–3 under the Act,                                                                          determined to offer Purge Ports on
                                                                                                       and amend the Interpretations and                       EDGX Equities. The Exchange believes
                                               as amended from time to time, as if                     Policies to Rule 11.10, Order Execution,
                                               those rules applied to closed-end                                                                               that the proposed Purge Port
                                                                                                       to reflect the proposed Purge Ports, and                functionality will provide an effective
                                               management investment companies,                        (2) modify the fee schedule applicable
                                               and will comply with the FINRA Sales                                                                            tool for Users to manage their risk
                                                                                                       to the Exchange’s equities platform                     associated with equities trading.
                                               Charge Rule, as amended from time to                    (‘‘EDGX Equities’’) to identify and to set
                                               time, as if that rule applied to all closed-            fees for Purge Ports. The Exchange has                  Background
                                               end management investment                               designated this proposal as non-                          A logical port represents a port
                                               companies.                                              controversial and provided the                          established by the Exchange within the
                                                 For the Commission, by the Division of                Commission with the notice required by                  Exchange’s system for trading and
                                               Investment Management, under delegated                  Rule 19b–4(f)(6)(iii) under the Act.5                   billing purposes. Each logical port
                                               authority.                                                 The text of the proposed rule change                 established is specific to a Member or
                                               Eduardo A. Aleman,                                      is available at the Exchange’s website at               non-Member and grants that Member or
                                               Assistant Secretary.                                    www.markets.cboe.com, at the principal                  non-Member the ability to accomplish a
                                               [FR Doc. 2018–22541 Filed 10–16–18; 8:45 am]            office of the Exchange, and at the                      specific function, such as order entry,
                                               BILLING CODE 8011–01–P                                  Commission’s Public Reference Room.                     order cancellation, or data receipt. In
                                                                                                       II. Self-Regulatory Organization’s                      addition, logical ports enable Users to
                                                                                                       Statement of the Purpose of, and                        access information such as execution
                                               SECURITIES AND EXCHANGE                                                                                         reports, execution report messages,
                                                                                                       Statutory Basis for, the Proposed Rule
                                               COMMISSION                                                                                                      auction notifications, and
                                                                                                       Change
                                               [Release No. 34–84403; File No. SR–                                                                             administrative data through a single
                                                                                                          In its filing with the Commission, the               feed.
                                               CboeEDGX–2018–042]
                                                                                                       Exchange included statements
                                                                                                       concerning the purpose of and basis for                 Purge Ports
                                               Self-Regulatory Organizations; Cboe
                                               EDGX Exchange, Inc.; Notice of Filing                   the proposed rule change and discussed                     The Exchange now proposes to amend
                                               and Immediate Effectiveness of a                        any comments it received on the                         the Interpretations and Policies to Rule
                                               Proposed Rule Change To Introduce                       proposed rule change. The text of these                 11.10, Order Execution, to identify
                                               Equities Purge Ports To (1) Establish                   statements may be examined at the                       Purge Ports, a new type of logical port
                                               Purge Ports for Equities Trading and                    places specified in Item IV below. The                  that would enable Users to cancel all
                                               Amend the Interpretations and Policies                  Exchange has prepared summaries, set                    open orders, or a subset thereof, across
                                               to Rule 11.10, Order Execution, To                      forth in Sections A, B, and C below, of                 multiple logical ports through a single
                                               Reflect the Proposed Purge Ports, and                   the most significant parts of such                      cancel message. The Exchange also
                                               (2) Modify the Fee Schedule Applicable                  statements.                                             proposes to amend the EDGX Equities
                                               To the Exchange’s Equities Platform                     (A) Self-Regulatory Organization’s                      fee schedule to adopt fees for Purge
                                               (‘‘EDGX Equities’’) to Identify and To                  Statement of the Purpose of, and                        Ports.
                                               Set Fees for Purge Ports                                Statutory Basis for, the Proposed Rule                     The proposed ports are designed to
                                                                                                       Change                                                  assist Users, including Market Makers,8
                                               October 11, 2018.                                                                                               in the management of, and risk control
                                                  Pursuant to Section 19(b)(1) of the                  1. Purpose                                              over, their quotes, particularly if the
                                               Securities Exchange Act of 1934                            The purpose of the proposed rule                     firm is quoting a large number of
                                               (‘‘Act’’),1 and Rule 19b–4 thereunder,2                 change is to offer Users 6 an additional                securities. For example, if a Market
                                               notice is hereby given that on                          tool to manage risk and exercise                        Maker detects market indications that
                                               September 28, 2018, Cboe EDGX                           additional control over their quotations                may influence the direction or bias of
                                               Exchange, Inc. (‘‘Exchange’’ or ‘‘EDGX’’)               in equity securities (i.e., ‘‘Purge Ports’’).           his or her quotes, the Market Maker may
                                               filed with the Securities and Exchange                  Specifically, the Exchange proposes to:                 use the proposed Purge Port(s) to reduce
                                               Commission (‘‘Commission’’) the                         (1) Establish Purge Ports for equities                  uncertainty and to manage risk by
                                               proposed rule change as described in                    trading and amend the Interpretations                   purging all quotes in a number of
                                               Items I and II below, which Items have                  and Policies to Rule 11.10, Order                       securities. This would allow the firm to
                                               been prepared by the Exchange. The                      Execution, to reflect the proposed Purge                seamlessly avoid unintended
                                               Exchange has designated this proposal                   Ports, and (2) modify the fee schedule                  executions, while continuing to evaluate
                                               as a ‘‘non-controversial’’ proposed rule                applicable to EDGX Equities to identify                 the direction of the market. While Purge
                                               change pursuant to Section 19(b)(3)(A)                  and to set fees for Purge Ports.                        Ports will be available to all Users, the
                                               of the Act 3 and Rule 19b–4(f)(6)(iii)                     Purge Ports are already available on
                                               thereunder,4 which renders it effective
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                                                                                                       the Exchange’s affiliated options                         7 See Securities Exchange Act Release Nos. 79957

                                               upon filing with the Commission. The                    markets—i.e., the Exchange’s options                    (February 3, 2017), 82 FR 10070 (February 9, 2017)
                                               Commission is publishing this notice to                                                                         (SR–BatsEDGX–2017–07); 79956 (February 3, 2017),
                                                                                                       trading platform (‘‘EDGX Options’’), the                82 FR 10102 (February 9, 2017) (SR–BatsBZX–
                                                                                                                                                               2017–05); 83201 (May 9, 2018), 83 FR 22546 (May
                                                 1 15 U.S.C. 78s(b)(1).                                  5 17 CFR 240.19b–4(f)(6)(iii).                        15, 2018) (SR–C2–2018–006).
                                                 2 17 CFR 240.19b–4.                                     6A  ‘‘User’’ is any Member or Sponsored                 8 A ‘‘Market Maker’’ is a Member that acts as a
                                                 3 15 U.S.C. 78s(b)(3)(A).
                                                                                                       Participant who is authorized to obtain access to the   Market Maker pursuant to Chapter XI. See Rule
                                                 4 17 CFR 240.19b–4(f)(6)(iii).                        System pursuant to Rule 11.3. See Rule 1.5(ee).         1.5(l).



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Document Created: 2018-10-17 01:47:26
Document Modified: 2018-10-17 01:47:26
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 May 4, 2018 and an amendment on August 22, 2018.
ContactBenjamin Kalish, Attorney-Advisor, at (202) 551-7361 or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (Division of Investment Management, Chief Counsel's Office).
FR Citation83 FR 52602 

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