Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 40587 

18 15 U.S.C. 78s(b)(3)(A)(ii). 

19 17 CFR 240.19b–4(f)(2). 20 17 CFR 200.30–3(a)(12). 

levels at a particular venue to be 

excessive. In such an environment, the 

Exchange must continually adjust its 

fees to remain competitive with other 

exchanges and to attract order flow. The 

Exchange believes that the proposed 

rule changes reflect this competitive 

environment because they modify the 

Exchange’s fees in a manner that 

encourages market participants to 

provide liquidity and to send order flow 

to the Exchange rather than remove 

liquidity from the market place. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act,18 and Rule 

19b–4(f)(2) 19 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 to determine 

whether the proposed rule 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– 

MIAX–2018–21 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–MIAX–2018–21. 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 

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–MIAX–2018–21, and 

should be submitted on or before 

September 5, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.20

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–17493 Filed 8–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33197; File No. 812–14838] 

Thrivent Financial for Lutherans, et al. 

August 9, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under section 17(d) of the Investment 

Company Act of 1940 (the ‘‘Act’’) and 

rule 17d–1 under the Act to permit 

certain joint transactions otherwise 

prohibited by section 17(d) of the Act 

and rule 17d–1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit closed-end 

management investment companies to 

co-invest in portfolio companies with 

each other and with certain affiliated 

investment funds and accounts. 

APPLICANTS: Thrivent Financial for 

Lutherans (‘‘Thrivent Financial’’), 

Thrivent Asset Management, LLC 

(‘‘Thrivent Asset Management’’ and, 

together with Thrivent Financial, the 

‘‘Existing Advisers’’), and Thrivent 

Church Loan and Income Fund 

(‘‘Church Loan Fund’’ and, together 

with the Existing Advisers, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

on November 1, 2017, and amended on 

March 28, 2018 and June 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 September 4, 2018, and 

should be accompanied by proof of 

service on 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 St. 

NE, Washington, DC 20549–1090. 

Applicants: 625 Fourth Avenue South, 

Minneapolis, Minnesota 55415. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819, or Andrea Ottomanelli Magovern, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Church Loan Fund is a 

Delaware statutory trust that will be 

registered as a non-diversified, closedend management investment company. 

The Church Loan Fund’s investment 


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40588 Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 

1The term ‘‘Board’’ refers to the board of directors 

or trustees of any Regulated Fund (as defined 

below). 

2The term ‘‘Independent Trustees’’ refers to the 

directors or trustees of any Regulated Fund who are 

not ‘‘interested persons’’ within the meaning of 

section 2(a)(19) of the Act. 

3 ‘‘Proprietary Account’’ means the Existing 

Proprietary Account and any Future Proprietary 

Accounts. ‘‘Future Proprietary Account’’ means any 

direct or indirect, wholly- or majority-owned 

subsidiary of the Advisers that is formed in the 

future and, from time to time, may hold various 

financial assets in a principal capacity and intends 

to invest in the co-investment program. ‘‘Advisers’’ 

means (a) the Existing Advisers; and (b) any future 

investment adviser that controls, is controlled by, 

or is under common control with the Existing 

Advisers and is registered as an investment adviser 

under the Advisers Act. 

4 ‘‘Regulated Funds’’ refers to the Church Loan 

Fund and any Future Regulated Fund. ‘‘Future 

Regulated Fund’’ means any closed-end 

management investment company formed in the 

future that is registered under the Act and is 

advised by an Adviser. 

5 ‘‘Affiliated Accounts’’ means any Proprietary 

Accounts and Affiliated Funds. ‘‘Affiliated Fund’’ 

means any investment fund that would be an 

‘‘investment company’’ but for section 3(c)(1) or 

3(c)(7) of the Act, is formed in the future, and is 

advised by the Advisers. No Affiliated Fund is or 

will be a subsidiary of a Regulated Fund. 

6All existing entities that currently intend to rely 

upon the requested Order have been named as 

applicants. Any other existing or future entity that 

subsequently relies on the Order will comply with 

the terms and conditions of the application. 

7The term ‘‘Wholly-Owned Investment 

Subsidiary’’ means any entity: (i) That is whollyowned by a Regulated Fund (with such Regulated 

Fund at all times holding, beneficially and of 

record, 100% of the voting and economic interests); 

(ii) whose sole business purpose is to hold one or 

more investments on behalf of such Regulated 

Fund; (iii) with respect to which the board of 

trustees of such Regulated Fund has the sole 

authority to make all determinations with respect 

to the entity’s participation under the conditions of 

the application; and (iv) that would be an 

investment company but for section 3(c)(1) or 

3(c)(7) of the Act. All subsidiaries participating in 

Co-Investment Transactions will be Wholly-Owned 

Investment Subsidiaries and will have Objectives 

and Strategies (as defined below) that are either the 

same as, or a subset of, their parent Regulated 

Fund’s Objectives and Strategies. 

8The term ‘‘Objectives and Strategies’’ means a 

Regulated Fund’s investment objectives and 

strategies as described in the Regulated Fund’s 

registration statement on Form N–2, other filings 

the Regulated Fund has made with the Commission 

under the Securities Act of 1933, the Securities 

Exchange Act of 1934 or the Act, and the Regulated 

Fund’s reports to investors. 

9The Regulated Funds, however, will not be 

obligated to invest, or co-invest, when investment 

opportunities are referred to them. 

10Eligible Trustees may not have a financial 

interest in such transaction, plan, or arrangement. 

objective will be to seek to produce 

income. The Church Loan Fund expects 

to have a policy of investing, under 

normal market conditions, at least 80% 

of its assets in Church Loans (as defined 

below) and other fixed income 

securities. The Church Loan Fund 

anticipates that its board of trustees 

(‘‘Board’’) 1 will have five trustees, four 

of whom will not be ‘‘interested 

persons’’ as that term is defined in 

section 2(a)(19) of the Act.2

2. Thrivent Financial is organized and 

operates as a ‘‘fraternal benefit society’’ 

as defined under the laws of the state of 

Wisconsin. Thrivent Financial is an 

integrated, not-for-profit, Christian 

membership organization that provides 

a broad range of financial products and 

services. Thrivent Financial is also 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (the ‘‘Advisers Act’’). Thrivent 

Financial, among other investments, 

invests in loans to support church longterm financing, which includes 

construction and building related 

activities (‘‘Church Loans’’). These 

Church Loans are made by Thrivent 

Financial from a portion of its general 

account (‘‘Existing Proprietary 

Account’’).3

3. Thrivent Asset Management is a 

limited liability company organized 

under the laws of Delaware and is 

registered as an investment adviser 

under the Advisers Act. Thrivent Asset 

Management, a wholly owned indirect 

subsidiary of Thrivent Financial, will 

serve as the investment adviser to the 

Church Loan Fund. 

4. Applicants seek an order (‘‘Order’’) 

to permit one or more Regulated Funds 4

and one or more Affiliated Accounts 5 to 

(a) participate in the same investment 

opportunities through a proposed coinvestment program where such 

participation would otherwise be 

prohibited under section 17(d) of the 

Act; and (b) make additional 

investments in securities of such issuers 

(‘‘Follow-On Investments’’), including 

through the exercise of warrants, 

conversion privileges, and other rights 

to purchase securities of the issuers. 

‘‘Co-Investment Transaction’’ means any 

transaction in which a Regulated Fund 

(or its Wholly-Owned Investment 

Subsidiary, as defined below) 

participate together with one or more 

other Regulated Funds and/or Affiliated 

Accounts in reliance on the requested 

Order. ‘‘Potential Co-Investment 

Transaction’’ means any investment 

opportunity in which a Regulated Fund 

(or its Wholly-Owned Investment 

Subsidiaries) could not participate 

together with one or more other 

Regulated Funds and/or one or more 

Affiliated Accounts without obtaining 

and relying on the Order.6

5. Applicants state that a Regulated 

Fund may, from time to time, form one 

or more Wholly-Owned Investment 

Subsidiaries.7 Such a subsidiary would 

be prohibited from investing in a CoInvestment Transaction with any other 

Regulated Fund or Affiliated Account 

because it would be a company 

controlled by its parent Regulated Fund 

for purposes of rule 17d–1. Applicants 

request that each Wholly-Owned 

Investment Subsidiary be permitted to 

participate in Co-Investment 

Transactions in lieu of its parent 

Regulated Fund and that the WhollyOwned Investment Subsidiary’s 

participation in any such transaction be 

treated, for purposes of the Order, as 

though the parent Regulated Fund were 

participating directly. Applicants 

represent that this treatment is justified 

because a Wholly-Owned Investment 

Subsidiary would have no purpose 

other than serving as a holding vehicle 

for the Regulated Fund’s investments 

and, therefore, no conflicts of interest 

could arise between the Regulated Fund 

and the Wholly-Owned Investment 

Subsidiary. The Regulated Fund’s Board 

would make all relevant determinations 

under the conditions with regard to a 

Wholly-Owned Investment Subsidiary’s 

participation in a Co-Investment 

Transaction, and the Regulated Fund’s 

Board would be informed of, and take 

into consideration, any proposed use of 

a Wholly-Owned Investment Subsidiary 

in the Regulated Fund’s place. If the 

Regulated Fund proposes to participate 

in the same Co-Investment Transaction 

with any of its Wholly-Owned 

Investment Subsidiaries, the Board will 

also be informed of, and take into 

consideration, the relative participation 

of the Regulated Fund and the WhollyOwned Investment Subsidiary. 

6. When considering Potential CoInvestment Transactions for any 

Regulated Fund, the relevant Adviser 

will consider only the Objectives and 

Strategies,8 investment policies, 

investment positions, capital available 

for investment, and other pertinent 

factors applicable to that Regulated 

Fund. The Advisers expect that any 

portfolio company that is an appropriate 

investment for a Regulated Fund should 

also be an appropriate investment for 

one or more other Regulated Funds and/ 

or one or more Affiliated Accounts, with 

certain exceptions based on available 

capital or diversification.9

7. Other than pro rata dispositions 

and Follow-On Investments as provided 

in conditions 7 and 8, and after making 

the determinations required in 

conditions 1 and 2(a), the applicable 

Adviser will present each Potential CoInvestment Transaction and the 

proposed allocation to the trustees of 

the Board eligible to vote on that CoInvestment Transaction (the ‘‘Eligible 

Trustees’’) 10 and the majority of such 

trustees of the Board who are 

Independent Trustees (a ‘‘Required 


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Majority’’) will approve each CoInvestment Transaction prior to any 

investment by the participating 

Regulated Fund. 

8. With respect to the pro rata 

dispositions and Follow-On Investments 

provided in conditions 7 and 8, a 

Regulated Fund may participate in a pro 

rata disposition or Follow-On 

Investment without obtaining prior 

approval of the Required Majority if, 

among other things: (i) The proposed 

participation of each Regulated Fund 

and each Affiliated Account in such 

disposition is proportionate to its 

outstanding investments in the issuer 

immediately preceding the disposition 

or Follow-On Investment, as the case 

may be; and (ii) the Board of the 

Regulated Fund has approved that 

Regulated Fund’s participation in pro 

rata dispositions and Follow-On 

Investments as being in the best 

interests of the Regulated Fund. If the 

Board does not so approve, any such 

disposition or Follow-On Investment 

will be submitted to the Regulated 

Fund’s Eligible Trustees. The Board of 

any Regulated Fund may at any time 

rescind, suspend or qualify its approval 

of pro rata dispositions and Follow-On 

Investments with the result that all 

dispositions and/or Follow-On 

Investments must be submitted to the 

Eligible Trustees. 

9. No Independent Trustee of a 

Regulated Fund will have a direct or 

indirect financial interest in any CoInvestment Transaction (other than 

indirectly through share ownership in 

one of the Regulated Funds), including 

any interest in any issuer whose 

securities would be acquired in a CoInvestment Transaction. 

10. Under condition 16, if an Adviser, 

its principals, or any person controlling, 

controlled by, or under common control 

with the Adviser or its principals, and 

the Affiliated Accounts (collectively, the 

‘‘Holders’’) own in the aggregate more 

than 25 percent of the outstanding 

voting shares of a Regulated Fund (the 

‘‘Shares’’), then the Holders will vote 

such Shares as directed by an 

independent third party when voting on 

matters specified in the condition. 

Applicants believe that this condition 

will ensure that the Independent 

Trustees will act independently in 

evaluating the co-investment program, 

because the ability of an Adviser or the 

principals to influence the Independent 

Trustees by a suggestion, explicit or 

implied, that the Independent Trustees 

can be removed will be limited 

significantly. The Independent Trustees 

shall evaluate and approve any such 

independent third party, taking into 

account its qualifications, reputation for 

independence, cost to the investors, and 

other factors that they deem relevant. 

Applicants’ Legal Analysis 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit affiliated 

persons of a registered investment 

company from participating in joint 

transactions with the company unless 

the Commission has granted an order 

permitting such transactions. In passing 

upon applications under rule 17d–1, the 

Commission considers whether the 

company’s participation in the joint 

transaction is consistent with the 

provisions, policies, and purposes of the 

Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of other 

participants. 

3. Applicants state that in the absence 

of the requested relief, the Regulated 

Funds may be, in some circumstances, 

limited in their ability to participate in 

attractive and appropriate investment 

opportunities. Applicants believe that 

the proposed terms and conditions will 

ensure that the Co-Investment 

Transactions are consistent with the 

protection of each Regulated Fund’s 

shareholders and with the purposes 

intended by the policies and provisions 

of the Act. Applicants state that the 

Regulated Funds’ participation in the 

Co-Investment Transactions will be 

consistent with the provisions, policies, 

and purposes of the Act and on a basis 

that is not different from or less 

advantageous than that of other 

participants. 

Applicants’ Conditions 

Applicants agree that the Order will 

be subject to the following conditions: 

1. Each time an Adviser considers a 

Potential Co-Investment Transaction for 

another Regulated Fund or an Affiliated 

Account that falls within a Regulated 

Fund’s then-current Objectives and 

Strategies, the Regulated Fund’s Adviser 

will make an independent 

determination of the appropriateness of 

the investment for the Regulated Fund 

in light of the Regulated Fund’s thencurrent circumstances. 

2. (a) If the Adviser deems a Regulated 

Fund’s participation in any Potential 

Co-Investment Transaction to be 

appropriate for the Regulated Fund, the 

Adviser will then determine an 

appropriate level of investment for the 

Regulated Fund. 

(b) If the aggregate amount 

recommended by the applicable Adviser 

to be invested by the applicable 

Regulated Fund in the Potential CoInvestment Transaction together with 

the amount proposed to be invested by 

the other participating Regulated Funds 

and Affiliated Accounts, collectively, in 

the same transaction, exceeds the 

amount of the investment opportunity, 

the investment opportunity will be 

allocated among them pro rata based on 

each participant’s capital available for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. The applicable 

Adviser will provide the Eligible 

Trustees of each participating Regulated 

Fund with information concerning each 

participating party’s available capital to 

assist the Eligible Trustees with their 

review of the Regulated Fund’s 

investments for compliance with these 

allocation procedures. 

(c) After making the determinations 

required in conditions 1 and 2(a), the 

applicable Adviser will distribute 

written information concerning the 

Potential Co-Investment Transaction 

(including the amount proposed to be 

invested by each Regulated Fund and 

each Affiliated Account) to the Eligible 

Trustees of each participating Regulated 

Fund for their consideration. A 

Regulated Fund will co-invest with 

another Regulated Fund or an Affiliated 

Account only if, prior to the Regulated 

Fund’s participation in the Potential CoInvestment Transaction, a Required 

Majority concludes that: 

(i) The terms of the Potential CoInvestment Transaction, including the 

consideration to be paid, are reasonable 

and fair to the Regulated Fund and its 

investors and do not involve 

overreaching in respect of the Regulated 

Fund or its investors on the part of any 

person concerned; 

(ii) the Potential Co-Investment 

Transaction is consistent with: 

(A) The interests of the Regulated 

Fund’s investors; and 

(B) the Regulated Fund’s then-current 

Objectives and Strategies; 

(iii) the investment by any other 

Regulated Funds or any Affiliated 

Accounts would not disadvantage the 

Regulated Fund, and participation by 

the Regulated Fund would not be on a 

basis different from or less advantageous 

than that of any other Regulated Funds 

or any Affiliated Accounts; provided 

that, if any other Regulated Fund or any 

Affiliated Account, but not the 

Regulated Fund itself gains the right to 

nominate a director for election to a 

portfolio company’s board of directors 

or the right to have a board observer or 

any similar right to participate in the 

governance or management of the 

portfolio company, such event shall not 

be interpreted to prohibit the Required 

Majority from reaching the conclusions 

required by this condition (2)(c)(iii), if: 


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11This exception applies only to Follow-On 

Investments by a Regulated Fund in issuers in 

which that Regulated Fund already holds 

investments. 

(A) The Eligible Trustees will have 

the right to ratify the selection of such 

director or board observer, if any; and 

(B) the applicable Adviser agrees to, 

and does, provide periodic reports to 

the Board of the Regulated Fund with 

respect to the actions of such director or 

the information received by such board 

observer or obtained through the 

exercise of any similar right to 

participate in the governance or 

management of the portfolio company; 

and 

(C) any fees or other compensation 

that any Regulated Fund or any 

Affiliated Account or any affiliated 

person of any Regulated Fund or any 

Affiliated Account receives in 

connection with the right of a Regulated 

Fund or an Affiliated Account to 

nominate a director or appoint a board 

observer or otherwise to participate in 

the governance or management of the 

portfolio company will be shared 

proportionately among the participating 

Affiliated Accounts (who may each, in 

turn, share its portion with its affiliated 

persons) and the participating Regulated 

Funds in accordance with the amount of 

each party’s investment; and 

(iv) the proposed investment by the 

Regulated Fund will not benefit any 

Adviser, the other Regulated Funds, the 

Affiliated Accounts, or any affiliated 

person of any of them (other than the 

parties to the Co-Investment 

Transaction), except (A) to the extent 

permitted by condition 13, (B) to the 

extent permitted by section 17(e) of the 

Act, as applicable, (C) indirectly, as a 

result of an interest in the securities 

issued by one of the parties to the CoInvestment Transaction, or (D) in the 

case of fees or other compensation 

described in condition 2(c)(iii)(C). 

3. Each Regulated Fund has the right 

to decline to participate in any Potential 

Co-Investment Transaction or to invest 

less than the amount proposed. 

4. The applicable Adviser will present 

to the Board of each Regulated Fund, on 

a quarterly basis, a record of all 

investments in Potential Co-Investment 

Transactions made by any of the other 

Regulated Funds or Affiliated Accounts 

during the preceding quarter that fell 

within the Regulated Fund’s thencurrent Objectives and Strategies that 

were not made available to the 

Regulated Fund, and an explanation of 

why the investment opportunities were 

not offered to the Regulated Fund. All 

information presented to the Board 

pursuant to this condition will be kept 

for the life of the Regulated Fund and 

at least two years thereafter, and will be 

subject to examination by the Securities 

and Exchange Commission and its staff. 

5. Except for Follow-On Investments 

made in accordance with condition 8,11

a Regulated Fund will not invest in 

reliance on the Order in any issuer in 

which another Regulated Fund, 

Affiliated Account, or any affiliated 

person of another Regulated Fund or 

Affiliated Account is an existing 

investor. 

6. A Regulated Fund will not 

participate in any Potential CoInvestment Transaction unless the 

terms, conditions, price, class of 

securities to be purchased, settlement 

date and registration rights, will be the 

same for each participating Regulated 

Fund and Affiliated Account. The grant 

to another Regulated Fund or Affiliated 

Account, but not the Regulated Fund, of 

the right to nominate a director for 

election to a portfolio company’s board 

of directors or the right to have a board 

observer or any similar right to 

participate in the governance or 

management of the portfolio company 

will not be interpreted so as to violate 

this condition 6, if conditions 

2(c)(iii)(A), (B) and (C) are met. 

7. (a) If any Regulated Fund or an 

Affiliated Account elects to sell, 

exchange or otherwise dispose of an 

interest in a security that was acquired 

in a Co-Investment Transaction, the 

applicable Adviser will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed disposition 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

participation by each Regulated Fund in 

the disposition. 

(b) Each Regulated Fund will have the 

right to participate in such disposition 

on a proportionate basis, at the same 

price and on the same terms and 

conditions as those applicable to the 

participating Regulated Funds and 

Affiliated Accounts. 

(c) A Regulated Fund may participate 

in such disposition without obtaining 

prior approval of the Required Majority 

if: (i) The proposed participation of each 

Regulated Fund and each Affiliated 

Account in such disposition is 

proportionate to its outstanding 

investments in the issuer immediately 

preceding the disposition; (ii) the Board 

of the Regulated Fund has approved as 

being in the best interests of the 

Regulated Fund the ability to participate 

in such dispositions on a pro rata basis 

(as described in greater detail in the 

application); and (iii) the Board of the 

Regulated Fund is provided on a 

quarterly basis with a list of all 

dispositions made in accordance with 

this condition. In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Regulated 

Fund’s Eligible Trustees, and the 

Regulated Fund will participate in such 

disposition solely to the extent that a 

Required Majority determines that it is 

in the Regulated Fund’s best interests. 

(d) Each Regulated Fund and each 

Affiliated Account will bear its own 

expenses in connection with any such 

disposition. 

8. (a) If a Regulated Fund or an 

Affiliated Account desires to make a 

Follow-On Investment in a portfolio 

company whose securities were 

acquired in a Co-Investment 

Transaction, the applicable Adviser 

will: 

(i) Notify each Regulated Fund that 

participated in the Co-Investment 

Transaction of the proposed transaction 

at the earliest practical time; and 

(ii) formulate a recommendation as to 

the proposed participation, including 

the amount of the proposed Follow-On 

Investment, by each Regulated Fund. 

(b) A Regulated Fund may participate 

in such Follow-On Investment without 

obtaining prior approval of the Required 

Majority if: (i) The proposed 

participation of each Regulated Fund 

and each Affiliated Account in such 

investment is proportionate to its 

outstanding investments in the issuer 

immediately preceding the Follow-On 

Investment; and (ii) the Board of the 

Regulated Fund has approved as being 

in the best interests of the Regulated 

Fund the ability to participate in 

Follow-On Investments on a pro rata 

basis (as described in greater detail in 

the application). In all other cases, the 

Adviser will provide its written 

recommendation as to the Regulated 

Fund’s participation to the Eligible 

Trustees, and the Regulated Fund will 

participate in such Follow-On 

Investment solely to the extent that a 

Required Majority determines that it is 

in the Regulated Fund’s best interests. 

(c) If, with respect to any Follow-On 

Investment: 

(i) The amount of a Follow-On 

Investment is not based on the 

Regulated Funds’ and the Affiliated 

Accounts’ outstanding investments 

immediately preceding the Follow-On 

Investment; and 

(ii) the aggregate amount 

recommended by the Adviser to be 

invested by each Regulated Fund in the 

Follow-On Investment, together with 

the amount proposed to be invested by 

the participating Affiliated Accounts in 

the same transaction, exceeds the 


daltland on DSKBBV9HB2PROD with NOTICES
Federal Register / Vol. 83, No. 158 / Wednesday, August 15, 2018 / Notices 40591 

12Applicants are not requesting and the staff is 

not providing any relief for transaction fees 

received in connection with any Co-Investment 

Transaction. 

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

2 17 CFR 240.19b–4. 

3This proposed change was initially filed on July 

3, 2018, and became immediately effective on that 

date. See SR–BX–2018–031, available at http://

nasdaq.cchwallstreet.com/. It was subsequently 

refiled on July 17, 2018. See SR–BX–2018–034, 

available at http://nasdaq.cchwallstreet.com/. A 

Continued 

amount of the opportunity; then the 

amount invested by each such party will 

be allocated among them pro rata based 

on each party’s capital available for 

investment in the asset class being 

allocated, up to the amount proposed to 

be invested by each. 

(d) The acquisition of Follow-On 

Investments as permitted by this 

condition will be considered a CoInvestment Transaction for all purposes 

and subject to the other conditions set 

forth in the application. 

9. The Independent Trustees of each 

Regulated Fund will be provided 

quarterly for review all information 

concerning Potential Co-Investment 

Transactions and Co-Investment 

Transactions, including investments 

made by other Regulated Funds and the 

Affiliated Accounts that the Regulated 

Fund considered but declined to 

participate in, so that the Independent 

Trustees may determine whether all 

investments made during the preceding 

quarter, including those investments 

which the Regulated Fund considered 

but declined to participate in, comply 

with the conditions of the Order. In 

addition, the Independent Trustees will 

consider at least annually the continued 

appropriateness for the Regulated Fund 

of participating in new and existing CoInvestment Transactions. 

10. Each Regulated Fund will 

maintain the records required by section 

57(f)(3) of the Act as if each of the 

Regulated Funds were a business 

development company (as defined in 

section 2(a)(48) of the Act) and each of 

the investments permitted under these 

conditions were approved by the 

Required Majority under section 57(f) of 

the Act. 

11. No Independent Trustee of a 

Regulated Fund will also be a director, 

trustee, general partner, managing 

member or principal, or otherwise an 

‘‘affiliated person’’ (as defined in the 

Act), of an Affiliated Account. 

12. The expenses, if any, associated 

with acquiring, holding or disposing of 

any securities acquired in a CoInvestment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act of 1933) will, to the extent not 

payable by an Adviser under the 

investment advisory agreements with 

the Regulated Funds and the Affiliated 

Accounts be shared by the Affiliated 

Accounts and the Regulated Funds in 

proportion to the relative amounts of the 

securities held or to be acquired or 

disposed of, as the case may be. 

13. Any transaction fee 12 (including 

break-up or commitment fees but 

excluding broker’s fees contemplated by 

section 17(e) of the Act, as applicable), 

received in connection with a CoInvestment Transaction will be 

distributed to the participating 

Regulated Funds and Affiliated 

Accounts on a pro rata basis based on 

the amounts they invested or 

committed, as the case may be, in such 

Co-Investment Transaction. If any 

transaction fee is to be held by the 

Adviser pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Adviser at a bank or banks having the 

qualifications prescribed in section 

26(a)(1) of the Act, and the account will 

earn a competitive rate of interest that 

will also be divided pro rata among the 

participating Regulated Funds and 

Affiliated Accounts based on the 

amounts they invest in such CoInvestment Transaction. None of the 

Affiliated Accounts, the Advisers, the 

other Regulated Funds or any affiliated 

person of the Regulated Funds or 

Affiliated Accounts will receive 

additional compensation or 

remuneration of any kind as a result of 

or in connection with a Co-Investment 

Transaction (other than (a) in the case 

of the Regulated Funds and the 

Affiliated Accounts, the pro rata 

transaction fees described above and 

fees or other compensation described in 

condition 2(c)(iii)(C); and (b) in the case 

of the Advisers, investment advisory 

fees paid in accordance with the 

agreements between the Advisers and 

the Regulated Funds or the Affiliated 

Accounts). 

14. The Proprietary Accounts will not 

be permitted to invest in a Potential CoInvestment Transaction except to the 

extent the demand from the Regulated 

Funds and the other Affiliated Accounts 

is less than the total investment 

opportunity. 

15. The Advisers will each maintain 

policies and procedures reasonably 

designed to ensure compliance with the 

foregoing conditions. These policies and 

procedures will require, among other 

things, that the applicable Adviser will 

be notified of all Potential CoInvestment Transactions that fall within 

a Regulated Fund’s then-current 

Objectives and Strategies and will be 

given sufficient information to make its 

independent determination and 

recommendations under conditions 1, 

2(a), 7 and 8. 

16. If the Holders own in the aggregate 

more than 25 percent of the Shares of 

a Regulated Fund, then the Holders will 

vote such Shares as directed by an 

independent third party when voting on 

(1) the election of trustees; (2) the 

removal of one or more trustees; or (3) 

all other matters under either the Act or 

applicable State law affecting the 

Board’s composition, size or manner of 

election. 

17. Each Regulated Fund’s chief 

compliance officer, as defined in Rule 

38a–1(a)(4) under the Act, will prepare 

an annual report for its Board each year 

that evaluates (and documents the basis 

of that evaluation) the Regulated Fund’s 

compliance with the terms and 

conditions of the application and the 

procedures established to achieve such 

compliance. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–17497 Filed 8–14–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83810; File No. SR–BX– 

2018–036] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Incorporate BX Rule 

7039 Into the Market Data Enterprise 

License Proposed by the Nasdaq 

Stock Market LLC 

August 9, 2018. 

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

Securities Exchange Act of 1934 

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

notice is hereby given that on July 27, 

2018, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

This amendment is immediately 

effective upon filing.3


daltland on DSKBBV9HB2PROD with NOTICES