Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Concerning End-of-Month and End-of-Day Indicative Values

Federal Register / Vol. 84, No. 169 / Friday, August 30, 2019 / Notices 45807 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(6). 

personal nature about individuals who 

submitted comments on the competition 

entries, where disclosure would 

constitute unwarranted invasions of 

personal privacy. These matters are 

exempt under 5 U.S.C. 552b(c)(6) of the 

Government in the Sunshine Act. 

Dated: August 27, 2019. 

Crystal Robinson, 

Committee Management Officer. 

[FR Doc. 2019–18817 Filed 8–29–19; 8:45 am] 

BILLING CODE 7555–01–P 

NUCLEAR REGULATORY 

COMMISSION 

[NRC–2019–0001] 

Sunshine Act Meetings 

TIME AND DATE: Weeks of September 2, 

9, 16, 23, 30, October 7, 2019. 

PLACE: Commissioners’ Conference 

Room, 11555 Rockville Pike, Rockville, 

Maryland. 

STATUS: Public and Closed. 

MATTERS TO BE CONSIDERED: 

Week of September 2, 2019 

There are no meetings scheduled for 

the week of September 2, 2019. 

Week of September 9, 2019—Tentative 

Monday, September 9, 2019 

10:00 a.m. NRC All Employees 

Meeting (Public Meeting) Marriott 

Bethesda North Hotel, 5701 Marinelli 

Road, Rockville, MD 20852. 

Tuesday, September 10, 2019 

10:00 a.m. Briefing on NRC 

International Activities (Closed—Ex. 1 & 

9). 

Week of September 16, 2019—Tentative 

There are no meetings scheduled for 

the week of September 16, 2019. 

Week of September 23, 2019—Tentative 

There are no meetings scheduled for 

the week of September 23, 2019. 

Week of September 30, 2019—Tentative 

There are no meetings scheduled for 

the week of September 30, 2019. 

Week of October 7, 2019—Tentative 

There are no meetings scheduled for 

the week of October 7, 2019. 

CONTACT PERSON FOR MORE INFORMATION: 

For more information or to verify the 

status of meetings, contact Denise 

McGovern at 301–415–0681 or via email 

at Denise.McGovern@nrc.gov. The 

schedule for Commission meetings is 

subject to change on short notice. 

The NRC Commission Meeting 

Schedule can be found on the internet 

at: http://www.nrc.gov/public-involve/ 

public-meetings/schedule.html. 

The NRC provides reasonable 

accommodation to individuals with 

disabilities where appropriate. If you 

need a reasonable accommodation to 

participate in these public meetings or 

need this meeting notice or the 

transcript or other information from the 

public meetings in another format (e.g., 

braille, large print), please notify 

Kimberly Meyer-Chambers, NRC 

Disability Program Manager, at 301– 

287–0739, by videophone at 240–428– 

3217, or by email at Kimberly.MeyerChambers@nrc.gov. Determinations on 

requests for reasonable accommodation 

will be made on a case-by-case basis. 

Members of the public may request to 

receive this information electronically. 

If you would like to be added to the 

distribution, please contact the Nuclear 

Regulatory Commission, Office of the 

Secretary, Washington, DC 20555 (301– 

415–1969), or by email at 

Wendy.Moore@nrc.gov or Tyesha.Bush@

nrc.gov. 

The NRC is holding the meetings 

under the authority of the Government 

in the Sunshine Act, 5 U.S.C. 552b. 

Dated at Rockville, Maryland, this 28th day 

of August, 2019. 

For the Nuclear Regulatory Commission. 

Denise L. McGovern, 

Policy Coordinator, Office of the Secretary. 

[FR Doc. 2019–18912 Filed 8–28–19; 11:15 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–86766; File No. SR–CBOE– 

2019–046] 

Self-Regulatory Organizations; Cboe 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Concerning End-ofMonth and End-of-Day Indicative 

Values 

August 26, 2019. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on August 

12, 2019, Cboe Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘Cboe Options’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, and II, below, which Items have 

been prepared by the Exchange. The 

Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change 

pursuant to Section 19(b)(3)(A)(iii) of 

the Act 3 and Rule 19b–4(f)(6) 

thereunder.4 The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe Exchange, Inc. (the ‘‘Exchange’’ 

or ‘‘Cboe Options’’) proposes to amend 

and move certain current Rules in 

connection with end-of-month and endof-day indicative values from the 

Exchange’s currently effective Rulebook 

(‘‘current Rulebook’’) to the shell 

structure for the Exchange’s Rulebook 

that will become effective upon the 

migration of the Exchange’s trading 

platform to the same system used by the 

Cboe Affiliated Exchanges (as defined 

below) (‘‘shell Rulebook’’). The text of 

the proposed rule change is provided in 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://www.cboe.com/ 

AboutCBOE/CBOELegalRegulatory 

Home.aspx), at the Exchange’s Office of 

the Secretary, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

In 2016, the Exchange’s parent 

company, Cboe Global Markets, Inc. 

(formerly named CBOE Holdings, Inc.) 

(‘‘Cboe Global’’), which is also the 

parent company of Cboe C2 Exchange, 

Inc. (‘‘C2’’), acquired Cboe EDGA 

Exchange, Inc. (‘‘EDGA’’), Cboe EDGX 

Exchange, Inc. (‘‘EDGX’’ or ‘‘EDGX 

Options’’), Cboe BZX Exchange, Inc. 

(‘‘BZX’’ or ‘‘BZX Options’’), and Cboe 

BYX Exchange, Inc. (‘‘BYX’’ and, 


jspears on DSK3GMQ082PROD with NOTICES
45808 Federal Register / Vol. 84, No. 169 / Friday, August 30, 2019 / Notices 

5The Exchange notes that current Rule 6.2.06, 

which currently provides for EOM and EOD values, 

was already ‘‘removed’’ from the current Rulebook 

in anticipation of migration, therefore, is effective 

only until October 7, 2019. See Securities Exchange 

Act Release No. 86387 (July 16, 2019), 84 FR 35147 

(July 22, 2019) (SR–CBOE–2019–034). 

6The Exchange has communicated and worked 

with OPRA reporting authorities regarding the 

implementation of this change. 

7Upon migration, the Exchange plans to provide 

indicative prices for SPX, SPXW, VIX, and VIXX 

options. 

together with Cboe Options, C2, EDGX, 

EDGA, and BZX, the ‘‘Cboe Affiliated 

Exchanges’’). The Exchange intends to 

migrate its trading platform to the same 

system used by the Cboe Affiliated 

Exchanges, which the Exchange expects 

to complete on October 7, 2019. In 

connection with this technology 

migration, the Exchange has a shell 

Rulebook that resides alongside its 

current Rulebook, which shell Rulebook 

will contain the Rules that will be in 

place upon completion of the Cboe 

Options technology migration. 

The Exchange proposes to adopt Rule 

4.17 (in the shell Rulebook), which 

amends its current rules regarding endof-month (‘‘EOM’’) and end-of-day 

(‘‘EOD’’) indicative values.5 Currently, 

Rule 6.2.06(a) describes the Exchange’s 

process for calculating EOM values. 

Specifically, it provides that following 

the close of trading on the last business 

day of each calendar month, the 

Exchange will conduct special nontrading closing rotations for each series 

of S&P 500 Index (‘‘SPX’’) options in 

order to determine the theoretical ‘‘fair 

value’’ of such series as of time of the 

close of trading in the underlying cash 

market. During such special non-trading 

closing rotations, Lead Market Makers 

(‘‘LMMs’’) or Select Market Makers 

(‘‘SMMs’’) in the SPX options in each 

series of SPX options, may provide bid 

and offer quotations, the midpoint of 

which will reflect the theoretical fair 

value of the series of SPX options, as 

determined by the LMM(s) or SMM(s) 

pursuant to the LMMs’ or SMMs’ 

algorithmic analysis of relevant and 

available data. Notwithstanding that 

trading in SPX options on the Exchange 

continues until fifteen minutes after the 

close of trading in the underlying cash 

market, on the last business day of each 

month, after the close of trading, the 

Exchange shall disseminate the fair 

value quotations as of the close of 

trading in the underlying cash market 

provided by the LMM(s) or SMM(s) as 

the quotations used to calculate the 

theoretical fair value for each series of 

SPX options. In particular, LMMs and 

SMMs provide the exchange with 

quotes to fairly represent the market of 

the subject series, using the final EOM 

fair value of the corresponding E-Mini 

S&P 500 (‘‘ES’’) futures price provided 

by the CME Group, Inc. (‘‘CME’’), 

usually within 10 minutes of CME’s 

EOM fair value market close, which 

occurs at 3:00 p.m. on the last trading 

day of the month. 

Current Rule 6.2.06(b) describes the 

Exchange’s process for calculating EOD 

values. Specifically, it provides that 

following the close of trading of Regular 

Trading Hours on any trading day that 

is not the last business day of a calendar 

month, in addition to the Exchange’s 

regular end-of-day quotations, the 

Exchange may determine, on a seriesby-series basis, to disseminate two-sided 

indicative values in non-expiring series 

of SPX options in the interests of fair 

and orderly markets. The Exchange 

derives end-of-day indicative values for 

series of SPX options using an algorithm 

based on quotations and orders 

displayed in series of SPX options prior 

to the close of trading or, in the absence 

of sufficient quote and order data in a 

series, using generally accepted 

volatility and options pricing models as 

determined by the Exchange. EOD 

indicative values shall be clearly 

identified and disseminated via the 

Options Price Reporting Authority 

(‘‘OPRA’’). This permits the Exchange to 

disseminate informational indicative 

values more reflective of actual options 

values in addition to final end-of-day 

displayed quotations when Users’ 

systems issues or market conditions 

result in an absence of final quotes or 

extraordinarily wide final quotes 

without interfering in the markets or 

impeding any market functionalities 

that rely on accurate pricing or EOD 

quotes. 

Upon migration, the Exchange will 

discontinue the dissemination of 

indicative values to OPRA, 6 as well as 

the EOM closing rotation. Instead, the 

Exchange will make publicly available, 

e.g., on its website, the indicative prices 

calculated for each series in classes as 

the Exchange determines on a class-byclass basis, on any trading day, 

including the last trading day of the 

month, using the same logic currently 

implemented for calculating indicative 

values under current Rule 6.2.06(b). As 

such, the Exchange now proposes Rule 

4.17 (in the shell Rulebook), which 

amends the language under current Rule 

6.2.06(b) and does not adopt language 

from current Rule 6.2.06(a), to account 

for the above-described changes to be 

implemented upon migration. 

The proposed rule does not present 

any new or novel functionality as the 

indicative value logic will function for 

all trading days in the same manner as 

it does today for EOD. The proposed 

change merely applies the same process 

to every trading day, including the last 

business day of the calendar month. 

This will provide a streamlined 

indicative price process for each trading 

day in which indicative prices may be 

published. In addition to streamlining 

the process for each trading day, the 

Exchange proposes to remove the 

theoretical fair value process for EOM 

for a number of other reasons. First, the 

migrated technology platform will no 

longer support the ability for LMMs or 

SMMs to quote after the close as the 

current rule provides. Second, the 

Exchange believes using an algorithm 

based on quotations and orders 

displayed will provide a more objective, 

static formulation for indicative prices 

as opposed to the current analysis 

conducted by LMMs or SMMs, which 

potentially varies across different LMMs 

or SMMs. Third, though CME currently 

provides for a EOM fair value procedure 

for many of its equities products (which 

differs from the 3:15 p.m. daily 

settlement process for such products), it 

may determine to have a 3:00 p.m. daily 

settlement process for all days, 

including the last trading day of the 

month, in its equities products as it 

currently has in place for other 

products, which could interfere with the 

current EOM process. Therefore, the 

Exchange proposes to mitigate any 

possibility that indicative values could 

not be calculated on the last day of the 

month by applying the current 

Exchange-generated EOD logic to all 

trading days. 

The Exchange also proposes that, 

instead of a series-by-series basis, the 

Exchange may determine which 

indicative values will be provided on a 

class-by-class basis, which is consistent 

with the majority of Exchange 

determinations, where applicable, 

throughout the Exchange rules, as well 

as provides the Exchange with 

flexibility to potentially provide 

indicative prices for any and all of its 

options classes exclusively listed on the 

Exchange.7 This will benefit all market 

participants by providing more 

indicative values than if the Exchange 

determined indicative prices on the 

narrower series-by-series basis. In 

addition to this, rather than 

disseminating the indicative pricing to 

OPRA, for which market participants 

must pay a fee to OPRA to access, the 

Exchange will make indicative prices 

publicly available, e.g., by posting on its 

website, which will provide free access 


jspears on DSK3GMQ082PROD with NOTICES
Federal Register / Vol. 84, No. 169 / Friday, August 30, 2019 / Notices 45809 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(5). 

10 Id. 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). 

13 15 U.S.C. 78s(b)(2)(B). 

to such prices for all market 

participants. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.8 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 9 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 10 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

The Exchange notes that the proposed 

rule does not present any new or novel 

functionality, as it will continue to use 

the EOD logic in the same manner for 

calculating indicative values as it does 

today for all trading days. The proposed 

change merely applies the current EOD 

logic to every trading day, including the 

last business day of the calendar month. 

As such, the proposed rule change will 

protect investors by fostering 

cooperation and coordination with 

market participants processing 

information with respect to securities 

and by removing impediments to and 

perfecting the mechanism of a free and 

open market and national market system 

by providing market participants with a 

streamlined indicative price process. 

The Exchange believes this will make 

the process itself easier to understand 

within the Exchange Rules, as well as 

provide easier access to such pricing. In 

addition to streamlining the process for 

each trading day, removing the 

theoretical fair value process for EOM 

will also remove impediments to and 

perfect the mechanism of a free and 

open market and national market system 

by providing market participants with 

rules that will accurately reflect the 

manner in the Exchange’s System will 

function upon migration, allow for a 

more objective, static formulation for 

indicative prices than the current LMM 

or SMM analysis, which potentially 

varies across different LMMs or SMMs, 

as well as mitigate any potential issues 

in deriving indicative values from 

CME’s EOM fair value process, which is 

subject to change and, as a result, could 

interfere with the current EOM process. 

Additionally, by providing the 

Exchange with the flexibility to 

determine indicative values on a 

broader class-by-class basis, the 

proposed rule change will potentially 

provide more indicative pricing 

information, benefitting all market 

participants. Exchange determinations 

on a class-by-class basis are also 

consistent with the majority of 

Exchange determinations currently 

under the Rules. Moreover, the 

proposed rule change will remove 

impediments to and perfect the 

mechanism of a free and open market 

and national market system by making 

the indicative values publicly available 

and free for all participants to access, as 

opposed to the current dissemination of 

such prices to OPRA, for which market 

participants must pay a fee to access. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange does not believe that the 

proposed rule change will impose any 

burden on intramarket competition 

because the dissemination of EOD 

indicative values does not impact 

trading on the Exchange, but is intended 

merely to make indicative pricing 

information available to all market 

participants. Likewise, the Exchange 

does not believe that the proposed rule 

change will impose any burden on 

intermarket competition because the 

indicative values will be publicly 

available, e.g., on the Exchange’s 

website, to all market participants for 

free. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: 

A. Significantly affect the protection 

of investors or the public interest; 

B. impose any significant burden on 

competition; and 

C. become operative for 30 days from 

the date on which it was filed, or such 

shorter time as the Commission may 

designate, it has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 11 and Rule 19b–4(f)(6) 12

thereunder. At any time within 60 days 

of the filing of the proposed rule change, 

the Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 13 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CBOE–2019–046 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to the Secretary, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CBOE–2019–046. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 


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45810 Federal Register / Vol. 84, No. 169 / Friday, August 30, 2019 / Notices 

14 17 CFR 200.30–3(a)(12). 

1A 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. 

2Any Fund relying on this relief in the future will 

do so in compliance 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. 

3Applicants 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. 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CBOE–2019–046 and 

should be submitted on or before 

September 20, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2019–18753 Filed 8–29–19; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33610; File No. 812–15004] 

Hartford Schroders Opportunistic 

Income Fund and Hartford Funds 

Management Company, LLC 

August 27, 2019. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

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 assetbased service and distribution fees, and 

early withdrawal charges (‘‘EWCs’’). 

APPLICANTS: Hartford Schroders 

Opportunistic Income Fund (the ‘‘Initial 

Fund’’) and Hartford Funds 

Management Company, LLC (the 

‘‘Adviser’’). 

FILING DATES: The application was filed 

on February 25, 2019 and amended on 

May 29, 2019 and July 29, 2019. 

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 September 23, 2019, 

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: Hartford Schroders 

Opportunistic Income Fund and 

Hartford Funds Management Company, 

LLC, 690 Lee Road, Wayne, 

Pennsylvania 19087. 

FOR FURTHER INFORMATION CONTACT: 

Bradley Gude, Senior Counsel, at (202) 

551–5590, or Trace W. Rakestraw, 

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 diversified, closed-end 

management investment company. The 

Initial Fund’s investment objective will 

be to provide current income and longterm return consistent with preservation 

of capital. 

2. The Adviser is a Delaware limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940. 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, each having its own 

fee and expense structure, and to 

impose asset-based distribution and 

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

5. The Initial Fund will make a 

continuous public offering of its shares. 

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 may also offer additional 

classes of shares in the future, with each 

class having its own fee and expense 

structure. 

7. Applicants state that, from time to 

time, the Funds may create additional 

classes of shares, the terms of which 

may differ from the initial class 

pursuant to and in compliance with rule 

18f–3 under the Act. 

8. Applicants state that the Initial 

Fund will adopt a fundamental policy to 

repurchase a specified percentage of its 

shares (no less than 5% and not more 

than 25%) at net asset value on a 

periodic basis. Such repurchase offers 

will be conducted pursuant to rule 23c– 

3 under the Act.3 Each Future Fund will 

likewise adopt a fundamental 

investment policy in compliance with 


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