Federal Register / Vol. 87, No. 5 / Friday, January 7, 2022 / Notices 995 

1A successor in interest is limited to an entity 

that results from a reorganization into another 

jurisdiction or a change in the type of business 

organization. 

2Any Fund relying on this relief in the future will 

do so in compliance with the terms and conditions 

of the application. Applicants represent that each 

entity presently intending to rely on the requested 

relief is listed as an applicant. 

to purchase over ten years 50,000 to 

165,000 purpose-built, right-hand-drive 

vehicles—the Next Generation Delivery 

Vehicle (NGDV)—to replace existing 

delivery vehicles nationwide that are 

approaching the end of their service life. 

While the Postal Service has not yet 

determined the precise mix of the 

powertrains in the new vehicles to be 

purchased, under the Proposed Action, 

at least ten percent of the NGDV would 

have battery electric (BEV) powertrains, 

with the remainder being internal 

combustion (ICE). The FEIS evaluates 

the environmental impacts of the 

Proposed Action, as well as two BEV 

and ICE commercial off-the-shelf 

(COTS) vehicle alternatives and the ‘‘no 

action’’ alternative. 

The U.S. Environmental Protection 

Agency’s publication of the FEIS in the 

Federal Register begins a 30-day 

waiting period. Following the waiting 

period, the U.S. Postal Service will 

make a final decision regarding the 

Proposed Action and complete a Record 

of Decision. 

ADDRESSES: Interested parties may view 

the FEIS at http://uspsngdveis.com/. 

References 

1. U.S. Postal Service, Notice of Intent to 

Prepare an Environmental Impact 

Statement for Purchase of Next 

Generation Delivery Vehicles, 86 FR 

12715 (Mar. 4, 2021). 

2. U.S. Postal Service, Notice of Availability 

of Draft Environmental Impact Statement 

for Purchase of Next Generation Delivery 

Vehicle, 86 FR 47662 (Aug. 26, 2021). 

3. U.S. Environmental Protection Agency, 

Notice of Availability of EIS No. 

20210129, Draft, USPS, DC, Next 

Generation Delivery Vehicle 

Acquisitions, 86 FR 49531 (Sept. 3, 

2021). 

Ruth Stevenson, 

Chief Counsel, Ethics and Legal Compliance. 

[FR Doc. 2022–00037 Filed 1–6–22; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34462; 812–15257] 

Fairway Private Equity & Venture 

Capital Opportunities Fund and 

Fairway Capital Management, LLC 

January 4, 2022. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, 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 of beneficial interest 

with varying sales loads and to impose 

asset-based distribution and/or service 

fees. 

APPLICANTS: Fairway Private Equity & 

Venture Capital Opportunities Fund 

(the ‘‘Initial Fund’’) and Fairway Capital 

Management, LLC (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on August 16, 2021, and amended on 

November 24, 2021. 

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 emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on January 

31, 2022, 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 emailing the 

Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

gregory.davis@ropesgray.com; 

nathan.somogie@ropesgray.com; and 

KCallahan@fairwaycapm.com. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819 or Lisa Reid Ragen, 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 https://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. The Initial Fund is a Delaware 

statutory trust that is registered under 

the Act as a non-diversified, closed-end 

management investment company. The 

Initial Fund’s investment objective is to 

generate long-term capital appreciation. 

2. The Adviser, a Delaware limited 

liability company, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). The Adviser will serve 

as investment adviser to the Initial 

Fund. 

3. Applicants seek an order to permit 

the Initial Fund to issue multiple classes 

of shares of beneficial interest with 

varying sales loads and to impose assetbased distribution and/or service fees 

and early repurchase fees. 

4. Applicants request that the order 

also apply to any continuously offered 

registered closed-end management 

investment company that has been 

previously organized or that may be 

organized in the future for which the 

Adviser, or any entity controlling, 

controlled by, or under common control 

with the Adviser, or any successor in 

interest to any such entity,1 acts as 

investment adviser and which provides 

periodic liquidity with respect to its 

shares pursuant to rule 13e–4 under the 

Securities Exchange Act of 1934 (each, 

a ‘‘Future Fund’’ and together with the 

Initial Fund, the ‘‘Funds’’).2

5. The Initial Fund will initially will 

register two classes of shares, ‘‘Class A 

Shares’’ and ‘‘Class I Shares.’’ Shares of 

the Initial Fund will be sold only to 

persons who are ‘‘accredited investors,’’ 

as defined in Regulation D under the 

Securities Act of 1933, and ‘‘qualified 

clients,’’ as defined in the Advisers Act. 

The Funds will offer their Shares 

continuously at a price based on net 

asset value. 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. Applicants state that if the Initial 

Fund’s initial registration statement is 

declared effective prior to receipt of the 

requested relief, the Initial Fund will 

only offer one class of shares, Class I 

Shares, until receipt of the requested 

relief. Each of Class A Shares and Class 

I Shares will have its own fee and 

expense structure. Additional offerings 

by any Fund relying on the order may 

be on a private placement or public 

offering basis. 


tkelley on DSK125TN23PROD with NOTICE 
996 Federal Register / Vol. 87, No. 5 / Friday, January 7, 2022 / Notices 

3Applicants state that an Early Repurchase Fee 

charged by a Fund is not the same as a contingent 

deferred sales load (‘‘CDSL’’) assessed by an openend fund pursuant to rule 6c–10 under the Act, as 

CDSLs are distribution-related charges payable to a 

distributor, whereas the Early Repurchase Fee is 

payable to the Fund to compensate long-term 

shareholders for the expenses related to shorter 

term investors, in light of the Fund’s generally 

longer-term investment horizons and investment 

operations. 

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. 

7. Applicants state that, from time to 

time, the Initial Fund may create 

additional classes of shares, the terms of 

which may differ between Class A 

Shares and Class I Shares pursuant to 

and in compliance with rule 18f–3 

under the Act. 

8. Applicants state that shares of a 

Fund may be subject to an early 

repurchase fee (‘‘Early Repurchase Fee’’) 

at a rate of no greater than 2% of the 

shareholder’s repurchase proceeds if the 

interval between the date of purchase of 

the shares and the valuation date with 

respect to the repurchase of those shares 

is less than one year.3 Any Early 

Repurchase Fee will apply equally to all 

classes of shares of a Fund, in 

compliance with section 18 of the Act 

and rule 18f–3 thereunder. To the extent 

a Fund determines to waive, impose 

scheduled variations of, or eliminate 

any Early Repurchase Fee, it will do so 

in compliance with the requirements of 

rule 22d–1 under the Act as if the Early 

Repurchase Fee were a CDSL and as if 

the Fund were an open-end investment 

company and the Fund’s waiver of, 

scheduled variation in, or elimination 

of, any such Early Repurchase Fee will 

apply uniformly to all shareholders of 

the Fund regardless of class. Applicants 

state that the Initial Fund intends to 

impose an Early Repurchase Fee of 2%. 

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 the 

FINRA Rule 2341(d) (‘‘FINRA Sales 

Charge Rule’’).4 Applicants also 

represent that each Fund will disclose 

in its prospectus the fees, expenses and 

other characteristics of each class of 

shares offered for sale by the prospectus, 

as is required for open-end multiple 

class funds under Form N–1A. As is 

required for open-end funds, each Fund 

will disclose its expenses in shareholder 

reports, and describe any arrangements 

that result in breakpoints in or 

elimination of sales loads in its 

prospectus.5 In addition, applicants will 

comply with applicable enhanced fee 

disclosure requirements for fund of 

funds, including registered funds of 

hedge funds.6

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. 

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 

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. 

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 


tkelley on DSK125TN23PROD with NOTICE 
Federal Register / Vol. 87, No. 5 / Friday, January 7, 2022 / Notices 997 

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 also 

state that the Funds’ imposition of assetbased 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. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–00113 Filed 1–6–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34460] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

January 3, 2022. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of December 

2021. A copy of each 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. An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by emailing the SEC’s 

Secretary at Secretarys-Office@sec.gov 

and serving the relevant applicant with 

a copy of the request by email, if an 

email address is listed for the relevant 

applicant below, or personally or by 

mail, if a physical address is listed for 

the relevant applicant below. Hearing 

requests should be received by the SEC 

by 5:30 p.m. on January 25, 2022, 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 at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. 

FOR FURTHER INFORMATION CONTACT: 

Shawn Davis, Assistant Director, at 

(202) 551–6413 or Chief Counsel’s 

Office at (202) 551–6821; SEC, Division 

of Investment Management, Chief 

Counsel’s Office, 100 F Street NE, 

Washington, DC 20549–8010. 

American Beacon Apollo Total Return 

Fund [File No. 811–23351] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On June 28, 2021, 

applicant made liquidating distributions 

to its shareholders based on net asset 

value. Expenses of $2,397 incurred in 

connection with the liquidation were 

paid by the applicant. 

Filing Dates: The application was 

filed on November 24, 2021, and 

amended on December 17, 2021. 

Applicant’s Address: Kathy.Ingber@

klgates.com. 

American Beacon Sound Point 

Enhanced Income Fund [File No. 811– 

23326] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On July 6, 2021, 

applicant made liquidating distributions 

to its shareholders based on net asset 

value. Expenses of $2,397 incurred in 

connection with the liquidation were 

paid by the applicant. 

Filing Dates: The application was 

filed on November 24, 2021, and 

amended on December 17, 2021. 

Applicant’s Address: Kathy.Ingber@

klgates.com. 

Gadsden ETF Trust [File No. 811– 

23329] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Dates: The application was 

filed on September 20, 2021, and 

amended on December 6, 2021. 

Applicant’s Address: compliance@

almanackip.com. 

General New Jersey Municipal Money 

Market Fund, Inc. [File No. 811–05527] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On September 11, 

2020, applicant made a liquidating 

distribution to its shareholders based on 

net asset value. Expenses of $3,324 

incurred in connection with the 

liquidation were paid by the applicant’s 

investment advisor. 

Filing Dates: The application was 

filed on October 12, 2021, and amended 

on December 14, 2021. 

Applicant’s Address: Sarah.Kelleher@

bnymellon.com. 

SPT Funds Investment Trust [File No. 

811–22159] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Applicant has 

never made a public offering of its 

securities and does not propose to make 

a public offering or engage in business 

of any kind. 

Filing Date: The application was filed 

on November 9, 2021. 

Applicant’s Address: Joy.ausili@mfacca.com. 

Stone Ridge Trust VI [File No. 811– 

23478] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On June 21, 2021, 

applicant made liquidating distributions 

to its shareholders based on net asset 

value. Expenses of $36,029 incurred in 

connection with the reorganization were 

paid by the applicant’s investment 

adviser. 


tkelley on DSK125TN23PROD with NOTICE