Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices 46225 

against any group or class of 

shareholders. Applicants submit that 

the proposed arrangements would 

permit a Fund to facilitate the 

distribution of its shares and provide 

investors with a broader choice of 

shareholder services. Applicants assert 

that the proposed closed-end 

investment company multiple class 

structure does not raise the concerns 

underlying section 18 of the Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the Act. Applicants state 

that each Fund will comply with the 

provisions of rule 18f–3 as if it were an 

open-end investment company. 

Early Withdrawal Charges 

1. Section 23(c) of the Act provides, 

in relevant part, that no registered 

closed-end investment company shall 

purchase securities of which it is the 

issuer, except: (a) On a securities 

exchange or other open market; (b) 

pursuant to tenders, after reasonable 

opportunity to submit tenders given to 

all holders of securities of the class to 

be purchased; or (c) under other 

circumstances as the Commission may 

permit by rules and regulations or 

orders for the protection of investors. 

2. Rule 23c–3 under the Act permits 

a registered closed-end investment 

company (an ‘‘interval fund’’) to make 

repurchase offers of between five and 

twenty-five percent of its outstanding 

shares at net asset value at periodic 

intervals pursuant to a fundamental 

policy of the interval fund. Rule 23c– 

3(b)(1) under the Act permits an interval 

fund to deduct from repurchase 

proceeds only a repurchase fee, not to 

exceed two percent of the proceeds, that 

is paid to the interval fund and is 

reasonably intended to compensate the 

fund for expenses directly related to the 

repurchase. A Fund will not impose a 

repurchase fee on investors who 

purchase and tender their shares. 

3. Section 23(c)(3) provides that the 

Commission may issue an order that 

would permit a closed-end investment 

company to repurchase its shares in 

circumstances in which the repurchase 

is made in a manner or on a basis that 

does not unfairly discriminate against 

any holders of the class or classes of 

securities to be purchased. 

4. Applicants request relief under 

section 6(c), discussed above, and 

section 23(c)(3) from rule 23c–3 to the 

extent necessary for the Funds to 

impose Early Withdrawal Charge on 

shares of the Funds submitted for 

repurchase that have been held for less 

than a specified period. 

5. Applicants state that the Early 

Withdrawal Charges they intend to 

impose are functionally similar to 

contingent deferred sales loads imposed 

by open-end investment companies 

under rule 6c–10 under the Act. Rule 

6c–10 permits open-end investment 

companies to impose contingent 

deferred sales loads, subject to certain 

conditions. Applicants note that rule 

6c–10 is grounded in policy 

considerations supporting the 

employment of contingent deferred 

sales loads where there are adequate 

safeguards for the investor and state that 

the same policy considerations support 

imposition of Early Withdrawal Charges 

in the interval fund context. In addition, 

applicants state that Early Withdrawal 

Charges may be necessary for the 

distributor to recover distribution costs. 

Applicants represent that any Early 

Withdrawal Charge imposed by the 

Funds will comply with rule 6c–10 

under the Act as if the rule were 

applicable to closed-end investment 

companies. The Funds will disclose 

Early Withdrawal Charges in accordance 

with the requirements of Form N–1A 

concerning contingent deferred sales 

loads. 

Asset-Based Distribution and/or Service 

Fees 

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

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company, or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to the extent 

necessary to permit the Fund to impose 

asset-based distribution and/or service 

fees. Applicants have agreed to comply 

with rules 12b–1 and 17d–3 as if those 

rules applied to closed-end investment 

companies, which they believe will 

resolve any concerns that might arise in 

connection with a Fund financing the 

distribution of its shares through assetbased distribution and/or service fees. 

For the reasons stated above, 

applicants submit that the exemptions 

requested under section 6(c) are 

necessary and appropriate in the public 

interest and are consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants further 

submit that the relief requested 

pursuant to section 23(c)(3) will be 

consistent with the protection of 

investors and will insure that applicants 

do not unfairly discriminate against any 

holders of the class of securities to be 

purchased. Finally, applicants state that 

the Funds’ imposition of asset-based 

distribution and/or service fees is 

consistent with the provisions, policies 

and purposes of the Act and does not 

involve participation on a basis different 

from or less advantageous than that of 

other participants. 

Applicants’ Condition: 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Each Fund relying on the order will 

comply with the provisions of rules 

6c–10, 12b–1, 17d–3, 18f–3, 22d–1, and, 

where applicable, 11a–3 under the Act, 

as amended from time to time, as if 

those rules applied to closed-end 

management investment companies, 

and will comply with the FINRA Sales 

Charge Rule, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–19837 Filed 9–11–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33219; 812–14767] 

PIMCO Flexible Credit Income Fund, et 

al. 

September 6, 2018. 

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 


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46226 Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices 

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 a manner consistent with the terms and 

conditions of the application. Applicants represent 

that each entity presently intending to rely on the 

requested relief is listed as an applicant. 

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 distribution and/or service fees 

and early withdrawal charges (‘‘EWCs’’). 

APPLICANTS: PIMCO Flexible Credit 

Income Fund (the ‘‘Credit Fund’’) and 

PIMCO Flexible Municipal Income 

Fund (the ‘‘Municipal Fund’’) (the 

Credit Fund and the Municipal Fund 

together the ‘‘Initial Funds’’), Pacific 

Investment Management Company LLC 

(the ‘‘Investment Manager’’) and PIMCO 

Investments LLC (the ‘‘Distributor’’). 

FILING DATES: The application was filed 

on April 25, 2017 and amended on 

December 4, 2017 and August 20, 2018. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 1, 2018, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit, or, for lawyers, a certificate 

of service. Pursuant to rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090; 

Applicants: PIMCO Flexible Credit 

Income Fund, PIMCO Flexible 

Municipal Income Fund, Pacific 

Investment Management Company LLC 

and PIMCO Investments LLC, c/o David 

C. Sullivan, Esq., Ropes & Gray LLP, 800 

Boylston St., Boston, MA 02199 . 

FOR FURTHER INFORMATION CONTACT: 

Rachel Loko, Senior Counsel or Aaron 

Gilbride, 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 or by calling 

(202) 551–8090. 

Applicants’ Representations 

1. The Credit Fund is a Massachusetts 

business trust that is registered under 

the Act as a non-diversified, closed-end 

management investment company. The 

Credit Fund seeks to provide attractive 

risk-adjusted returns and current 

income. The Credit Fund seeks to 

achieve its investment objectives by 

investing, under normal circumstances, 

at least 80% of its net assets (plus any 

borrowings for investment purposes) in 

a portfolio of debt instruments of 

varying maturities. The Municipal Fund 

is a Massachusetts business trust 

registered under the Act as a nondiversified, closed-end management 

investment company. The Municipal 

Fund seeks to provide high current 

income exempt from federal income tax. 

Capital appreciation is a secondary 

objective. The Municipal Fund seeks to 

achieve these objectives by investing at 

least 80% of its net assets (plus any 

borrowings for investment purposes) in 

a portfolio of municipal bonds and other 

municipal securities, the interest from 

which, in the opinion of bond counsel 

for the issuer at the time of issuance (or 

on the basis of other authority believed 

by PIMCO to be reliable), is exempt 

from federal income tax. To a lesser 

extent, the Municipal Fund also expects 

to invest in a full range of preferred 

securities, with an emphasis on 

preferred securities that, at the time of 

issuance, are eligible to pay dividends 

that qualify for certain favorable federal 

income tax treatment. 

2. The Investment Manager is 

registered as an investment adviser 

under the Investment Advisers Act of 

1940, as amended. The Investment 

Manager serves as investment adviser to 

the Initial Funds. 

3. The applicants seek an order to 

permit the Initial Funds to issue 

multiple classes of shares and to impose 

asset-based distribution and/or service 

fees and EWCs. 

4. Applicants request that the order 

also apply to any continuously offered 

registered closed-end management 

investment company that has been 

previously organized or that may be 

organized in the future for which the 

Investment Manager or Distributor, or 

any entity controlling, controlled by, or 

under common control with the 

Investment Manager or Distributor, or 

any successor in interest to any such 

entity,1 acts as investment manager, 

adviser or principal underwriter 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 

Funds, the ‘‘Funds’’).2

5. The Credit Fund continuously 

offers, and the Municipal Fund will 

continuously offer, common shares to 

the public. 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 

Credit Fund intends to commence a 

continuous offering of one or more 

additional classes of shares. If the relief 

requested herein is granted, it is 

currently expected that the Municipal 

Fund will initially offer two share 

classes. It is currently expected that one 

share class will not be subject to a frontend sales load, a distribution fee or a 

service fee. The other share class may be 

subject to a front-end sales load, a 

distribution fee and/or a service fee. The 

Funds may in the future offer additional 

classes of shares and/or another sales 

charges structure. Because of the 

different distribution fees, services and 

any other class expenses that may be 

attributable to the each class of shares, 

the net income attributable to, and the 

dividends payable on, each class of 

shares may differ from each other. 

7. Applicants state that, from time to 

time, the Funds may create additional 

classes of shares, the terms of which 

may differ from the initial class in the 

following respects: (i) The amount of 

fees permitted by different distribution 

plans or different service fee 

arrangements; (ii) voting rights with 

respect to a distribution plan of a class; 

(iii) different class designations; (iv) any 

differences in dividends and net asset 

value resulting from differences in fees 

under a distribution or service fee 

arrangement or in class expenses; (v) 

any EWC or other sales load structure; 

and (vi) exchange or conversion 

privileges of the classes as permitted 

under the Act. 


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Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices 46227 

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, as amended. 

4Any reference to the FINRA Sales Charge Rule 

includes any successor or replacement to the 

FINRA Sales Charge Rule. 

5See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release) (requiring 

open-end investment companies to disclose fund 

expenses in shareholder reports); and Disclosure of 

Breakpoint Discounts by Mutual Funds, Investment 

Company Act Release No. 26464 (June 7, 2004) 

(adopting release) (requiring open-end investment 

companies to provide prospectus disclosure of 

certain sales load information). 

6Fund of Funds Investments, Investment 

Company Act Rel. Nos. 26198 (Oct. 1, 2003) 

(proposing release) and 27399 (Jun. 20, 2006) 

(adopting release). See also Rules 12d1–1, et seq. of 

the Act. 

8. Applicants state that the Initial 

Funds have each adopted a fundamental 

policy to repurchase a specified 

percentage of its shares (no less than 

5%) at net asset value on a quarterly 

basis. Such repurchase offers will be 

conducted pursuant to rule 23c–3 under 

the Act. Each of the other Funds will 

likewise adopt fundamental investment 

policies and make periodic repurchase 

offers to its shareholders in compliance 

with rule 23c–3 or will provide periodic 

liquidity with respect to its shares 

pursuant to rule 13e–4 under the 

Exchange Act.3 Any repurchase offers 

made by the Funds will be made to all 

holders of shares of each such Fund. 

9. Applicants represent that any assetbased service and/or distribution fees 

for each class of shares of the Funds will 

comply with the provisions of FINRA 

Rule 2341(d) (‘‘FINRA Sales Charge 

Rule’’).4 Applicants also represent that 

each Fund will disclose in its 

prospectus the fees, expenses and other 

characteristics of each class of shares 

offered for sale by the prospectus, as is 

required for open-end multiple class 

funds under Form N–1A. As is required 

for open-end funds, each Fund will 

disclose its expenses in shareholder 

reports, and describe any arrangements 

that result in breakpoints in or 

elimination of sales loads in its 

prospectus.5 In addition, applicants will 

comply with applicable enhanced fee 

disclosure requirements for fund of 

funds, including registered funds of 

hedge funds.6

10. Each of the Funds will comply 

with any requirements that the 

Commission or FINRA may adopt 

regarding disclosure at the point of sale 

and in transaction confirmations about 

the costs and conflicts of interest arising 

out of the distribution of open-end 

investment company shares, and 

regarding prospectus disclosure of sales 

loads and revenue sharing 

arrangements, as if those requirements 

applied to the Fund. In addition, each 

Fund will contractually require that any 

distributor of the Fund’s shares comply 

with such requirements in connection 

with the distribution of such Fund’s 

shares. 

11. Each Fund will allocate all 

expenses incurred by it among the 

various classes of shares based on the 

net assets of that Fund attributable to 

each class, except that the net asset 

value and expenses of each class will 

reflect the expenses associated with the 

distribution plan of that class, service 

fees attributable to that class (if any), 

including transfer agency fees, and any 

other incremental expenses of that class. 

Expenses of a Fund allocated to a 

particular class of shares will be borne 

on a pro rata basis by each outstanding 

share of that class. Applicants state that 

each Fund will comply with the 

provisions of rule 18f–3 under the Act 

as if it were an open-end investment 

company. 

12. Applicants state that each Fund 

may impose an EWC on shares 

submitted for repurchase that have been 

held less than a specified period and 

may waive the EWC for certain 

categories of shareholders or 

transactions to be established from time 

to time. Applicants state that each Fund 

will apply the EWC (and any waivers or 

scheduled variations, or elimination of 

the EWC) uniformly to all shareholders 

in a given class and consistently with 

the requirements of rule 22d–1 under 

the Act as if the Funds were open-end 

investment companies. 

13. Each Fund operating as an interval 

fund pursuant to rule 23c–3 under the 

Act may offer its shareholders an 

exchange feature under which the 

shareholders of the Fund may, in 

connection with such Fund’s periodic 

repurchase offers, exchange their shares 

of the Fund for shares of the same class 

of (i) registered open-end investment 

companies or (ii) other registered 

closed-end investment companies that 

comply with rule 23c–3 under the Act 

or Rule 13e–4 under the Exchange Act 

and continuously offer their shares at 

net asset value, that are in the Fund’s 

group of investment companies 

(collectively, ‘‘Other Funds’’). Shares of 

a Fund operating pursuant to rule 23c– 

3 that are exchanged for shares of Other 

Funds will be included as part of the 

amount of the repurchase offer amount 

for such Fund as specified in rule 23c– 

3 under the Act. Any exchange option 

will comply with rule 11a–3 under the 

Act, as if the Fund were an open-end 

investment company subject to rule 

11a–3. In complying with rule 11a–3, 

each Fund will treat an EWC as if it 

were a contingent deferred sales load 

(‘‘CDSL’’). 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(a)(2) of the Act provides 

that a closed-end investment company 

may not issue or sell a senior security 

that is a stock unless certain 

requirements are met. Applicants state 

that the creation of multiple classes of 

shares of the Funds may violate section 

18(a)(2) because the Funds may not 

meet such requirements with respect to 

a class of shares that may be a senior 

security. 

2. Section 18(c) of the Act provides, 

in relevant part, that a closed-end 

investment company may not issue or 

sell any senior security if, immediately 

thereafter, the company has outstanding 

more than one class of senior security. 

Applicants state that the creation of 

multiple classes of shares of the Funds 

may be prohibited by section 18(c), as 

a class may have priority over another 

class as to payment of dividends 

because shareholders of different classes 

would pay different fees and expenses. 

3. Section 18(i) of the Act provides 

that each share of stock issued by a 

registered management investment 

company will be a voting stock and 

have equal voting rights with every 

other outstanding voting stock. 

Applicants state that multiple classes of 

shares of the Funds may violate section 

18(i) of the Act because each class 

would be entitled to exclusive voting 

rights with respect to matters solely 

related to that class. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction or any 

class or classes of persons, securities or 

transactions from any provision of the 

Act, or from any rule or regulation 

under the Act, if and to the extent such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Applicants 

request an exemption under section 6(c) 

from sections 18(a)(2), 18(c) and 18(i) to 

permit the Funds to issue multiple 

classes of shares. 

5. Applicants submit that the 

proposed allocation of expenses relating 

to distribution and voting rights among 

multiple classes is equitable and will 

not discriminate against any group or 

class of shareholders. Applicants submit 

that the proposed arrangements would 

permit a Fund to facilitate the 

distribution of its securities and provide 


daltland on DSKBBV9HB2PROD with NOTICES
46228 Federal Register / Vol. 83, No. 177 / Wednesday, September 12, 2018 / Notices 

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

2 17 CFR 240.19b–4. 

investors with a broader choice of 

shareholder services. Applicants assert 

that the proposed closed-end 

investment company multiple class 

structure does not raise the concerns 

underlying section 18 of the Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the Act. Applicants state 

that each Fund will comply with the 

provisions of rule 18f–3 as if it were an 

open-end investment company. 

Early Withdrawal Charges 

1. Section 23(c) of the Act provides, 

in relevant part, that no registered 

closed-end investment company shall 

purchase securities of which it is the 

issuer, except: (a) On a securities 

exchange or other open market; (b) 

pursuant to tenders, after reasonable 

opportunity to submit tenders given to 

all holders of securities of the class to 

be purchased; or (c) under other 

circumstances as the Commission may 

permit by rules and regulations or 

orders for the protection of investors. 

2. Rule 23c–3 under the Act permits 

an ‘‘interval fund’’ to make repurchase 

offers of between five and twenty-five 

percent of its outstanding shares at net 

asset value at periodic intervals 

pursuant to a fundamental policy of the 

interval fund. Rule 23c–3(b)(1) under 

the Act permits an interval fund to 

deduct from repurchase proceeds only a 

repurchase fee, not to exceed two 

percent of the proceeds, that is paid to 

the interval fund and is reasonably 

intended to compensate the fund for 

expenses directly related to the 

repurchase. 

3. Section 23(c)(3) provides that the 

Commission may issue an order that 

would permit a closed-end investment 

company to repurchase its shares in 

circumstances in which the repurchase 

is made in a manner or on a basis that 

does not unfairly discriminate against 

any holders of the class or classes of 

securities to be purchased. 

4. Applicants request relief under 

section 6(c), discussed above, and 

section 23(c)(3) from rule 23c–3 to the 

extent necessary for the Funds to 

impose EWCs on shares of the Funds 

submitted for repurchase that have been 

held for less than a specified period. 

5. Applicants state that the EWCs they 

intend to impose are functionally 

similar to CDSLs imposed by open-end 

investment companies under rule 6c–10 

under the Act. Rule 6c–10 permits openend investment companies to impose 

CDSLs, subject to certain conditions. 

Applicants note that rule 6c–10 is 

grounded in policy considerations 

supporting the employment of CDSLs 

where there are adequate safeguards for 

the investor and state that the same 

policy considerations support 

imposition of EWCs in the interval fund 

context. In addition, applicants state 

that EWCs may be necessary for the 

distributor to recover distribution costs. 

Applicants represent that any EWC 

imposed by the Funds will comply with 

rule 6c–10 under the Act as if the rule 

were applicable to closed-end 

investment companies. The Funds will 

disclose EWCs in accordance with the 

requirements of Form N–1A concerning 

CDSLs. 

Asset-Based Distribution and/or Service 

Fees 

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

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company, or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to the extent 

necessary to permit the Fund to impose 

asset-based distribution and/or service 

fees. Applicants have agreed to comply 

with rules 12b–1 and 17d–3 as if those 

rules applied to closed-end investment 

companies, which they believe will 

resolve any concerns that might arise in 

connection with a Fund financing the 

distribution of its shares through assetbased distribution fees. 

3. For the reasons stated above, 

applicants submit that the exemptions 

requested under section 6(c) are 

necessary and appropriate in the public 

interest and are consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants further 

submit that the relief requested 

pursuant to section 23(c)(3) will be 

consistent with the protection of 

investors and will insure that applicants 

do not unfairly discriminate against any 

holders of the class of securities to be 

purchased. Finally, applicants state that 

the Funds’ imposition of asset-based 

distribution and/or service fees is 

consistent with the provisions, policies 

and purposes of the Act and does not 

involve participation on a basis different 

from or less advantageous than that of 

other participants. 

Applicants’ Condition 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Each Fund relying on the order will 

comply with the provisions of rules 6c– 

10, 12b–1, 17d–3, 18f–3, 22d–1, and, 

where applicable, 11a–3 under the Act, 

as amended from time to time, as if 

those rules applied to closed-end 

management investment companies, 

and will comply with the FINRA Sales 

Charge Rule, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–19765 Filed 9–11–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84049; File No. SR– 

NYSEArca–2018–38] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 1 and Order 

Approving on an Accelerated Basis a 

Proposed Rule Change, as Modified by 

Amendment No. 1, Relating to the 

Continued Listing Criteria Applicable 

to the Shares of the iShares California 

AMT Free Muni Bond ETF and iShares 

New York AMT-Free Muni Bond ETF 

September 6, 2018. 

I. Introduction 

On May 21, 2018, NYSE Arca, Inc. 

(‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to modify the continued listing 

criteria applicable to the shares 

(‘‘Shares’’) of the iShares California 


daltland on DSKBBV9HB2PROD with NOTICES