Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices 43713 

19The Exchange has fulfilled this requirement. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(6). 22 17 CFR 200.30–3(a)(12). 

for 30 days from the date on which it 

was filed, or such shorter time as the 

Commission may designate if consistent 

with the protection of investors and the 

public interest, provided that the selfregulatory organization has given the 

Commission written notice of its intent 

to file the proposed rule change at least 

five business days prior to the date of 

filing of the proposed rule change or 

such shorter time as designated by the 

Commission,19 the proposed rule 

change has become effective pursuant to 

Section 19(b)(3)(A) of the Act 20 and 

Rule 19b–4(f)(6) thereunder.21

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– 

BOX–2018–27 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–BOX–2018–27. 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, on official business 

days between the hours of 10:00 a.m. 

and 3:00 p.m., located at 100 F Street 

NE, Washington, DC 20549. Copies of 

such 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–BOX–2018–27 and should 

be submitted on or before September 17, 

2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18426 Filed 8–24–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33206; 812–14918] 

Cushing Asset Management, LP et al. 

August 21, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

under section 6(c) of the Investment 

Company Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d), and 22(e) of the Act and 

rule 22c–1 under the Act, under 

sections 6(c) and 17(b) of the Act for an 

exemption from sections 17(a)(1) and 

17(a)(2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and 12(d)(1)(B) of 

the Act. The requested order would 

permit (a) index-based series of certain 

open-end management investment 

companies (‘‘Funds’’) to issue shares 

redeemable in large aggregations 

(‘‘Creation Units’’); (b) secondary market 

transactions in Fund shares to occur at 

negotiated market prices rather than at 

net asset value (‘‘NAV’’); (c) certain 

Funds to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of shares for 

redemption; (d) certain affiliated 

persons of a Fund to deposit securities 

into, and receive securities from, the 

Fund in connection with the purchase 

and redemption of Creation Units; (e) 

certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Funds of Funds’’) to acquire 

shares of the Funds; and (f) certain 

Funds to issue Shares in less than 

Creation Unit size to investors 

participating in a distribution 

reinvestment program. 

APPLICANTS: Cushing ETF Trust (the 

‘‘Trust’’), a Delaware statutory trust 

which will register under the Act as an 

open-end management investment 

company with multiple series, Cushing 

Asset Management, LP (the ‘‘Adviser’’), 

a Texas limited partnership registered as 

an investment adviser under the 

Investment Advisers Act of 1940, and 

Quasar Distributors, LLC (the 

‘‘Distributor’’), a Delaware limited 

liability company and broker-dealer 

registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’). 

FILING DATES: The application was filed 

on June 8, 2018 and amended on July 

25, 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 17, 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, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–1090; 

Applicants: The Trust and the Adviser, 

8117 Preston Road, Suite 440, Dallas, 

Texas 75225, and the Distributor, 777 

East Wisconsin Avenue, 6th Floor, 

Milwaukee, Wisconsin 53202. 

FOR FURTHER INFORMATION CONTACT: 

Benjamin Kalish, Attorney-Adviser, at 


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43714 Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices 

1Applicants request that the order apply to the 

series of the Trust identified and described in 

Appendix A to the application (‘‘Initial Fund’’) and 

any additional series of the Trust, and any other 

existing or future open-end management investment 

company or existing or future series thereof 

(together with the Initial Fund, ‘‘Funds’’), each of 

which will operate as an ETF, and will track a 

specified index comprised of domestic and/or 

foreign equity securities and/or domestic and/or 

foreign fixed income securities (each, an 

‘‘Underlying Index’’). Any Fund will (a) be advised 

by the Adviser or an entity controlling, controlled 

by, or under common control with the Adviser 

(each such entity and any successor thereto, an 

‘‘Adviser’’) and (b) comply with the terms and 

conditions of the application. For purposes of the 

requested order, a ‘‘successor’’ is limited to an 

entity or entities that result from a reorganization 

into another jurisdiction or a change in the type of 

business organization. 

2Each Self-Indexing Fund will post on its website 

the identities and quantities of the investment 

positions that will form the basis for the Fund’s 

calculation of its NAV at the end of the day. 

Applicants believe that requiring Self-Indexing 

Funds to maintain full portfolio transparency will 

help address, together with other protections, 

conflicts of interest with respect to such Funds. 

3The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to a Fund of 

Funds and redemptions of those shares. Applicants, 

moreover, are not seeking relief from section 17(a) 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

Affiliated Person, or a Second-Tier Affiliate, of a 

Fund of Funds because an Adviser or an entity 

controlling, controlled by or under common control 

with an Adviser provides investment advisory 

services to that Fund of Funds. 

(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. 

Summary of the Application 

1. Applicants request an order that 

would allow Funds to operate as index 

exchange traded funds (‘‘ETFs’’).1 Fund 

shares will be purchased and redeemed 

at their NAV in Creation Units (other 

than pursuant to a distribution 

reinvestment program, as described in 

the application). All orders to purchase 

Creation Units and all redemption 

requests will be placed by or through an 

‘‘Authorized Participant,’’ which will 

have signed a participant agreement 

with the Distributor. Shares will be 

listed and traded individually on a 

national securities exchange, where 

share prices will be based on the current 

bid/offer market. Any order granting the 

requested relief would be subject to the 

terms and conditions stated in the 

application. 

2. Each Fund will hold investment 

positions selected to correspond closely 

to the performance of an Underlying 

Index. In the case of Self-Indexing 

Funds, an affiliated person, as defined 

in section 2(a)(3) of the Act (‘‘Affiliated 

Person’’), or an affiliated person of an 

Affiliated Person (‘‘Second-Tier 

Affiliate’’), of the Trust or a Fund, of the 

Adviser, of any sub-adviser to or 

promoter of a Fund, or of the Distributor 

will compile, create, sponsor or 

maintain the Underlying Index.2

3. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis, or issued 

in less than Creation Unit size to 

investors participating in a distribution 

reinvestment program. Except where the 

purchase or redemption will include 

cash under the limited circumstances 

specified in the application, purchasers 

will be required to purchase Creation 

Units by depositing specified 

instruments (‘‘Deposit Instruments’’), 

and shareholders redeeming their shares 

will receive specified instruments 

(‘‘Redemption Instruments’’). The 

Deposit Instruments and the 

Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) except as specified in the 

application. 

4. Because shares will not be 

individually redeemable, applicants 

request an exemption from section 

5(a)(1) and section 2(a)(32) of the Act 

that would permit the Funds to register 

as open-end management investment 

companies and issue shares that are 

redeemable in Creation Units. 

5. Applicants also request an 

exemption from section 22(d) of the Act 

and rule 22c–1 under the Act as 

secondary market trading in shares will 

take place at negotiated prices, not at a 

current offering price described in a 

Fund’s prospectus, and not at a price 

based on NAV. Applicants state that (a) 

secondary market trading in shares does 

not involve a Fund as a party and will 

not result in dilution of an investment 

in shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

represent that share market prices will 

be disciplined by arbitrage 

opportunities, which should prevent 

shares from trading at a material 

discount or premium from NAV. 

6. With respect to Funds that effect 

creations and redemptions of Creation 

Units in kind and that are based on 

certain Underlying Indexes that include 

foreign securities, applicants request 

relief from the requirement imposed by 

section 22(e) in order to allow such 

Funds to pay redemption proceeds 

within fifteen calendar days following 

the tender of Creation Units for 

redemption. Applicants assert that the 

requested relief would not be 

inconsistent with the spirit and intent of 

section 22(e) to prevent unreasonable, 

undisclosed or unforeseen delays in the 

actual payment of redemption proceeds. 

7. Applicants request an exemption to 

permit Funds of Funds to acquire Fund 

shares beyond the limits of section 

12(d)(1)(A) of the Act; and the Funds, 

and any principal underwriter for the 

Funds, and/or any broker or dealer 

registered under the Exchange Act, to 

sell shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. The application’s terms and 

conditions are designed to, among other 

things, help prevent any potential (i) 

undue influence over a Fund through 

control or voting power, or in 

connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A) and (B) of the 

Act. 

8. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit persons that are Affiliated 

Persons, or Second Tier Affiliates, of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions, and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

investment positions currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.3

The purchase of Creation Units by a 

Fund of Funds directly from a Fund will 

be accomplished in accordance with the 

policies of the Fund of Funds and will 

be based on the NAVs of the Funds. 

9. Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if such exemption is necessary or 


amozie on DSK3GDR082PROD with NOTICES1
Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices 43715 

1 ‘‘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 Act’’), or 

under the Securities Exchange Act of 1934, and the 

Regulated Fund’s reports to shareholders. 

2The term ‘‘Board’’ refers to the board of directors 

of any Regulated Fund. 

3The term ‘‘Non-Interested Directors’’ refers to 

the directors of any Regulated Fund that are not 

‘‘interested persons’’ of the Regulated Fund within 

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

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. Section 12(d)(1)(J) 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 section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–18419 Filed 8–24–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33205; File No. 812–14839] 

Tortoise Capital Advisors, L.L.C., et al. 

August 21, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 17(d) and 57(i) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) and rule 17d–1 under the Act to 

permit certain joint transactions 

otherwise prohibited by sections 17(d) 

and 57(a)(4) of the Act and rule 17d–1 

under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

business development companies 

(‘‘BDC’’) and closed-end management 

investment companies to co-invest in 

portfolio companies with each other and 

with affiliated investment funds. 

APPLICANTS: Tortoise Energy 

Infrastructure Corporation (‘‘Energy 

Infrastructure Corp.’’), Tortoise MLP 

Fund, Inc. (‘‘MLP Fund’’), Tortoise 

Pipeline & Energy Fund, Inc. (‘‘Pipeline 

Fund’’), Tortoise Energy Independence 

Fund, Inc. (‘‘Independence Fund’’), 

Tortoise Power and Energy 

Infrastructure Fund, Inc. (‘‘Power 

Fund’’), Tortoise Essential Assets 

Income 2024 Term Fund, Inc. (‘‘Income 

Fund’’), Tortoise Tax-Advantaged Social 

Infrastructure Fund, Inc. (‘‘Social 

Infrastructure Fund’’ and together with 

Energy Infrastructure Corp., MLP Fund, 

Pipeline Fund, Independence Fund, 

Power Fund, and Income Fund, the 

‘‘Existing Regulated Funds’’), Tortoise 

Capital Advisors, L.L.C. (‘‘Tortoise 

Advisors’’), on behalf of itself and its 

successors, Tortoise Direct 

Opportunities Fund, LP (‘‘DO Fund’’), 

Tortoise Direct Opportunities Fund II, 

LP (‘‘DO Fund II’’), Tortoise Direct 

Municipal Opportunities Fund, LP 

(‘‘Municipal Fund’’ and, together with 

DO Fund and DO Fund II, the ‘‘Existing 

Affiliated Funds’’), and Tortoise Credit 

Strategies, LLC (the ‘‘Existing Affiliated 

Adviser’’). 

FILING DATES: The application was filed 

on November 7, 2017, and amended on 

March 29, 2018, and August 1, 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 17, 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, 11550 Ash Street, Suite 300, 

Leawood, KS 66211. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879 or Andrea 

Ottomanelli Magovern, Branch Chief, at 

(202) 551–6821 (Chief Counsel’s Office, 

Division of Investment Management). 

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. Energy Infrastructure Corp. was 

organized as a Maryland corporation for 

the purpose of operating as an 

externally-managed, non-diversified, 

closed-end management investment 

company. Energy Infrastructure Corp. is 

a registered investment company under 

the Act. Energy Infrastructure Corp.’s 

Objectives and Strategies 1 are to seek a 

high level of total return with an 

emphasis on current distributions 

primarily through investments in 

publicly traded master limited 

partnerships (‘‘MLPs’’) and their 

affiliates in the energy infrastructure 

sector. Energy Infrastructure Corp. has a 

six member Board,2 of which four 

members are Non-Interested Directors.3

2. MLP Fund was organized as a 

Maryland corporation for the purpose of 

operating as an externally-managed, 

non-diversified, closed-end 

management investment company. MLP 

Fund is a registered investment 

company under the Act. MLP Fund’s 

Objectives and Strategies are to seek a 

high level of total return with an 

emphasis on current distributions 

primarily through investments in energy 

MLPs and their affiliates, with an 

emphasis on natural gas infrastructure 

MLPs. MLP Fund has a six member 

Board, of which four members are NonInterested Directors. 

3. Pipeline Fund was organized as a 

Maryland corporation for the purpose of 

operating as an externally-managed, 

non-diversified, closed-end 

management investment company. 

Pipeline Fund is a registered investment 

company under the Act. Pipeline Fund 

has elected to be treated, and intends to 

comply with the requirements to 

continue to qualify annually, as a 

regulated investment company (‘‘RIC’’) 

under the Internal Revenue Code of 

1986, as amended (the ‘‘Code’’), and 

intends to continue to make such 

election in the future. Pipeline Fund’s 

Objectives and Strategies are to seek a 

high level of total return with an 

emphasis on current distributions 

primarily through investments in equity 

securities of North American pipeline 

companies that transport natural gas, 


amozie on DSK3GDR082PROD with NOTICES1