Federal Register / Vol. 82, No. 160 / Monday, August 21, 2017 / Notices 39635 

29 17 CFR 200.30–3(a)(12). 

1Applicants request that the order apply to the 

applicants and to any existing or future registered 

open-end or closed-end management investment 

company or series thereof for which TA or TCIM 

or any successor thereto or an investment adviser 

controlling, controlled by, or under common 

control with TA or TCIM or any successor thereto 

serves as investment adviser (each a ‘‘Fund’’ and 

collectively the ‘‘Funds’’ and each such investment 

adviser an ‘‘Adviser’’). For purposes of the 

requested order, ‘‘successor’’ is limited to any entity 

that results from a reorganization into another 

jurisdiction or a change in the type of a business 

organization. The term ‘‘Adviser’’ does not include 

Nuveen Fund Advisors, LLC, and the term ‘‘Funds’’ 

does not include any registered investment 

companies for which Nuveen Fund Advisors, LLC 

serves as investment adviser. The Funds that are 

closed-end management investment companies will 

not participate as borrowers in the interfund 

lending facility. 

2Any Fund, however, will be able to call a loan 

on one business day’s notice. 

3Under certain circumstances, a borrowing Fund 

will be required to pledge collateral to secure the 

loan. 

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 Web site 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. 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; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–BOX– 

2017–26, and should be submitted on or 

before September 11, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17545 Filed 8–18–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32779; File No. 812–14723] 

TIAA–CREF Funds, et al. 

August 15, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application for an order 

pursuant to: (a) Section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) granting an exemption from 

sections 18(f) and 21(b) of the Act; (b) 

section 12(d)(1)(J) of the Act granting an 

exemption from section 12(d)(1) of the 

Act; (c) sections 6(c) and 17(b) of the 

Act granting an exemption from sections 

17(a)(1), 17(a)(2) and 17(a)(3) of the Act; 

and (d) section 17(d) of the Act and rule 

17d–1 under the Act to permit certain 

joint arrangements and transactions. 

Applicants request an order that would 

permit certain registered open-end 

management investment companies to 

participate in a joint lending and 

borrowing facility. 

Applicants: TIAA–CREF Funds, 

TIAA–CREF Life Funds, College 

Retirement Equities Fund and TIAA 

Separate Account VA–1, each registered 

under the Act as an open-end 

management investment company with 

one or more series or accounts, and 

Teachers Advisors, LLC (‘‘TA’’) and 

TIAA–CREF Investment Management, 

LLC (‘‘TCIM’’), each registered as an 

investment adviser under the 

Investment Advisers Act of 1940. 

Filing Dates: The application was 

filed on December 8, 2016 and amended 

on April 13, 2017 and July 11, 2017. 

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 11, 2017 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: c/o Rachael Zufall, Nuveen, 

LLC, 8500 Andrew Carnegie Boulevard, 

Charlotte, NC 28262. 

FOR FURTHER INFORMATION CONTACT: Asaf 

Barouk, Attorney-Advisor, at (202) 551– 

4029, or Kaitlin Bottock, 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 

Web site by searching for the file 

number, or 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 permit the applicants to 

participate in an interfund lending 

facility where each Fund could lend 

money directly to and borrow money 

directly from other Funds to cover 

unanticipated cash shortfalls, such as 

unanticipated redemptions or trade 

fails.1 The Funds will not borrow under 

the facility for leverage purposes and 

the loans’ duration will be no more than 

7 days.2

2. Applicants anticipate that the 

proposed facility would provide a 

borrowing Fund with a source of 

liquidity at a rate lower than the bank 

borrowing rate at times when the cash 

position of the Fund is insufficient to 

meet temporary cash requirements. In 

addition, Funds making short-term cash 

loans directly to other Funds would 

earn interest at a rate higher than they 

otherwise could obtain from investing 

their cash in repurchase agreements or 

certain other short term money market 

instruments. Thus, applicants assert that 

the facility would benefit both 

borrowing and lending Funds. 

3. Applicants agree that any order 

granting the requested relief will be 

subject to the terms and conditions 

stated in the application. Among others, 

an Adviser, through a designated 

committee, would administer the 

facility as a disinterested fiduciary as 

part of its duties under the investment 

management agreements with the Funds 

and would receive no additional fee as 

compensation for its services in 

connection with the administration of 

the facility. The facility would be 

subject to oversight and certain 

approvals by the Funds’ Board, 

including, among others, approval of the 

interest rate formula and of the method 

for allocating loans across Funds, as 

well as review of the process in place to 

evaluate the liquidity implications for 

the Funds. A Fund’s aggregate 

outstanding interfund loans will not 

exceed 15% of its net assets, and the 

Fund’s loans to any one Fund will not 

exceed 5% of the lending Fund’s net 

assets.3


asabaliauskas on DSKBBXCHB2PROD with NOTICES
39636 Federal Register / Vol. 82, No. 160 / Monday, August 21, 2017 / Notices 

4Applicants state that the obligation to repay an 

interfund loan could be deemed to constitute a 

security for the purposes of sections 17(a)(1) and 

12(d)(1) of the Act. 

5Applicants state that any pledge of securities to 

secure an interfund loan could constitute a 

purchase of securities for purposes of section 

17(a)(2) of the Act. 

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

2 17 CFR 240.19b–4. 

4. Applicants assert that the facility 

does not raise the concerns underlying 

section 12(d)(1) of the Act given that the 

Funds are part of the same group of 

investment companies and there will be 

no duplicative costs or fees to the 

Funds.4 Applicants also assert that the 

proposed transactions do not raise the 

concerns underlying sections 17(a)(1), 

17(a)(3), 17(d) and 21(b) of the Act as 

the Funds would not engage in lending 

transactions that unfairly benefit 

insiders or are detrimental to the Funds. 

Applicants state that the facility will 

offer both reduced borrowing costs and 

enhanced returns on loaned funds to all 

participating Funds and each Fund 

would have an equal opportunity to 

borrow and lend on equal terms based 

on an interest rate formula that is 

objective and verifiable. With respect to 

the relief from section 17(a)(2) of the 

Act, applicants note that any collateral 

pledged to secure an interfund loan 

would be subject to the same conditions 

imposed by any other lender to a Fund 

that imposes conditions on the quality 

of or access to collateral for a borrowing 

(if the lender is another Fund) or the 

same or better conditions (in any other 

circumstance).5

5. Applicants also believe that the 

limited relief from section 18(f)(1) of the 

Act that is necessary to implement the 

facility (because the lending Funds are 

not banks) is appropriate in light of the 

conditions and safeguards described in 

the application and because the openend Funds would remain subject to the 

requirement of section 18(f)(1) that all 

borrowings of the open-end Fund, 

including combined interfund loans and 

bank borrowings, have at least 300% 

asset coverage. 

6. 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 

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. 

Rule 17d–1(b) under the Act provides 

that in passing upon an application filed 

under the rule, the Commission will 

consider whether the participation of 

the registered investment company in a 

joint enterprise, joint arrangement or 

profit sharing plan on the basis 

proposed 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 the 

other participants. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–17540 Filed 8–18–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81403; File No. SR–ISE– 

2017–79] 

Self-Regulatory Organizations; Nasdaq 

ISE, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend 

Supplementary Material .14 of Rule 

504, Entitled ‘‘Series of Options 

Contracts Open for Trading’’ 

August 15, 2017. 

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 August 

10, 2017, Nasdaq ISE, LLC (‘‘ISE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes a proposal to 

amend Supplementary Material .14 of 

Rule 504, entitled ‘‘Series of Options 

Contracts Open for Trading.’’ 

The text of the proposed rule change 

is set forth below. Proposed new 

language is italicized; deleted text is in 

brackets. 

* * * * * 

Rule 504. Series of Options Contracts 

Open for Trading 

(a)–(h) No change. 

Supplementary Material to Rule 504 

.01–.13 No change. 

.14 Notwithstanding any other 

provision regarding the interval of strike 

prices of series of options on ExchangeTraded Fund Shares in this rule, the 

interval of strike prices on SPDR S&P 

500 ETF (‘‘SPY’’), iShares Core S&P 500 

ETF (‘‘IVV’’), and the SPDR Dow Jones 

Industrial Average ETF (‘‘DIA’’) options 

will be $1 or greater. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Rule 504 by modifying the strike setting 

regime for the iShares Core S&P 500 

ETF (‘‘IVV’’) options. Specifically, the 

Exchange proposes to modify the 

interval setting regime for IVV options 

to allow $1 strike price intervals above 

$200. 

The Exchange believes that the 

proposed rule change would make IVV 

options easier for investors and traders 

to use and more tailored to their 

investment needs. Additionally, the 

interval setting regime the Exchange 

proposes to apply to IVV options is 

currently applied to options on units of 


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