Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 43267 

44 15 U.S.C. 78s(b)(2). 

45 Id. 

46 17 CFR 200.30–3(a)(12). 

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– 

NASDAQ–2017–061, and should be 

submitted on or before October 5, 2017. 

V. Accelerated Approval of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of Amendment No. 1 in the 

Federal Register. In Amendment No. 1, 

the Exchange proposes to remove 

outdated references to Retail Orders and 

RPI Orders, which are no longer offered 

on the Exchange. The Commission 

believes that deleting these outdated 

references would help to bring clarity 

and accuracy to the Exchange rules. The 

Commission also believes that these 

changes are of a technical nature and do 

not materially or substantively alter the 

proposed rule change. In addition, in 

Amendment No. 1, the Exchange 

provides an example to illustrate and 

support its assertion that extending the 

time period for the entry of LOC orders 

until immediately prior to 3:55 p.m. 

should facilitate the price discovery 

mechanism of the Nasdaq Closing Cross. 

Accordingly, the Commission finds 

good cause, pursuant to Section 19(b)(2) 

of the Act,44 to approve the proposed 

rule change, as modified by Amendment 

No. 1, on an accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,45 that the 

proposed rule change (SR–NASDAQ– 

2017–061), as modified by Amendment 

No. 1, be, and hereby is, approved on an 

accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.46

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19478 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32810; File No. 812–14691] 

The Vanguard Group, Inc., et al. 

September 8, 2017. 

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) actively-managed series of 

certain open-end management 

investment companies (‘‘Funds’’) to 

issue shares redeemable in large 

aggregations only (‘‘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 Creation Units 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; and 

(e) certain registered management 

investment companies and unit 

investment trusts outside of the same 

group of investment companies as the 

Funds (‘‘Acquiring Funds’’) to acquire 

shares of the Funds. 

APPLICANTS: The Vanguard Group, Inc. 

(‘‘Initial Adviser’’), a Pennsylvania 

corporation registered as an investment 

adviser under the Investment Advisers 

Act of 1940, Vanguard Marketing 

Corporation (‘‘Distributor’’), a whollyowned subsidiary of the Initial Adviser 

and a broker-dealer registered under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and Vanguard 

Admiral Funds, Vanguard Bond Index 

Funds, Vanguard California Tax-Free 

Funds, Vanguard Charlotte Funds, 

Vanguard Chester Funds, Vanguard 

Convertible Securities Fund, Vanguard 

Explorer Fund, Vanguard Fenway 

Funds, Vanguard Fixed Income 

Securities Funds, Vanguard Horizon 

Funds, Vanguard Index Funds, 

Vanguard International Equity Index 

Funds, Vanguard Malvern Funds, 

Vanguard Massachusetts Tax-Exempt 

Funds, Vanguard Money Market 

Reserves, Vanguard Montgomery Funds, 

Vanguard Morgan Growth Fund, 

Vanguard Municipal Bond Funds, 

Vanguard New Jersey Tax-Free Funds, 

Vanguard New York Tax-Free Funds, 

Vanguard Ohio Tax-Free Funds, 

Vanguard Pennsylvania Tax-Free Funds, 

Vanguard Quantitative Funds, Vanguard 

Scottsdale Funds, Vanguard Specialized 

Funds, Vanguard STAR Funds, 

Vanguard Tax-Managed Funds, 

Vanguard Trustees’ Equity Fund, 

Vanguard Valley Forge Funds, Vanguard 

Variable Insurance Funds, Vanguard 

Wellesley Income Fund, Vanguard 

Wellington Fund, Vanguard Whitehall 

Funds, Vanguard Windsor Funds, and 

Vanguard World Fund, each a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series (each a 

‘‘Trust,’’ and together, the ‘‘Trusts’’). 

FILING DATE: The application was filed 

on August 17, 2016, and amended on 

May 19, 2017, August 22, 2017, and 

September 7, 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 October 3, 2017, 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: Brian P. Murphy, Esq., The 

Vanguard Group, Inc., Mail Stop V26, 

P.O. Box 2600, Valley Forge, PA 19482– 

2600. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel, or 

Daniele Marchesani, Assistant Chief 

Counsel, 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 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
43268 Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 

1Applicants request that the order apply to future 

series of the Trusts and other open-end 

management investment companies or series 

thereof that currently exist or that may be created 

in the future (each, included in the term ‘‘Fund’’), 

each of which will operate as an actively-managed 

ETF. Any series of the Trusts, or of other open-end 

management investment companies, that have 

multiple share classes will not be able to rely on 

the order. Any Fund will (a) be advised by the 

Initial Adviser or an entity controlling, controlled 

by, or under common control with the Initial 

Adviser (each such entity or any successor thereto 

is included in the term ‘‘Adviser’’) and (b) comply 

with the terms and conditions of the application. 

For purposes of the requested order, the term 

‘‘successor’’ is limited to an entity that results from 

a reorganization into another jurisdiction or a 

change in the type of business organization. 

2The requested relief would apply to direct sales 

of shares in Creation Units by a Fund to an 

Acquiring Fund 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 an Acquiring Fund because an 

investment adviser to the Funds is also an 

investment adviser to the Acquiring Fund. 

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 

actively-managed exchange traded 

funds (‘‘ETFs’’).1 Fund shares will be 

purchased and redeemed at their NAV 

in Creation Units only. 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 consist of a 

portfolio of securities, instruments, 

other assets or positions (‘‘Portfolio 

Positions’’). Each Fund will disclose on 

its Web site the identities and quantities 

of the Portfolio Positions that will form 

the basis for the Fund’s calculation of 

NAV at the end of the day. 

3. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis. 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 only. 

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 hold 

non-U.S. Portfolio Positions and that 

effect creations and redemptions of 

Creation Units in kind, 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 Acquiring 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 Acquiring 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 

Portfolio 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 an Acquiring Fund, and to 

engage in the accompanying in-kind 

transactions with the Acquiring Fund.2

The purchase of Creation Units by an 

Acquiring Fund directly from a Fund 

will be accomplished in accordance 

with the policies of the Acquiring Fund 

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 

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. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 177 / Thursday, September 14, 2017 / Notices 43269 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19474 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–213, OMB Control No. 

3235–0220] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Rule 30b2–1 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission (the 

‘‘Commission’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit the existing collection 

of information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Rule 30b2–1 (17 CFR 270.30b2–1) 

under the Investment Company Act of 

1940 (15 U.S.C. 80a–1 et seq.) (the 

‘‘Investment Company Act’’) requires a 

registered investment company (‘‘fund’’) 

to (1) file a report with the Commission 

on Form N–CSR (17 CFR 249.331 and 

274.128) not later than 10 days after the 

transmission of any report required to 

be transmitted to shareholders under 

rule 30e–1 under the Investment 

Company Act, and (2) file with the 

Commission a copy of every periodic or 

interim report or similar communication 

containing financial statements that is 

transmitted by or on behalf of such fund 

to any class of such fund’s security 

holders and that is not required to be 

filed with the Commission under (1) 

above, not later than 10 days after the 

transmission to security holders. The 

purpose of the collection of information 

required by rule 30b2–1 is to meet the 

disclosure requirements of the 

Investment Company Act and 

certification requirements of the 

Sarbanes-Oxley Act of 2002 (Pub. L. 

107–204, 116 Stat. 745 (2002)), and to 

provide investors with information 

necessary to evaluate an interest in the 

fund. 

The Commission estimates that there 

are 2,401 funds, with a total of 11,555 

portfolios, that are governed by the rule. 

For purposes of this analysis, the 

burden associated with the 

requirements of rule 30b2–1 has been 

included in the collection of 

information requirements of rule 30e–1 

and Form N–CSR, rather than the rule. 

The Commission has, however, 

requested a one hour burden for 

administrative purposes. 

The collection of information under 

rule 30b2–1 is mandatory. The 

information provided under rule 30b2– 

1 is not kept confidential. An agency 

may not conduct or sponsor, and a 

person is not required to respond to, a 

collection of information unless it 

displays a currently valid OMB control 

number. 

Written comments are invited on: (a) 

Whether the proposed collection of 

information is necessary for the proper 

performance of the functions of the 

agency, including whether the 

information will have practical utility; 

(b) the accuracy of the agency’s estimate 

of the burden of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Pamela Dyson, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Remi 

Pavlik-Simon, 100 F Street NE., 

Washington, DC 20549; or send an email 

to: PRA_Mailbox@sec.gov. 

Dated: September 11, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19510 Filed 9–13–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32809; File No. 812–14778] 

Medley Capital Corporation, et al. 

September 8, 2017. 

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 (each, 

a ‘‘BDC’’) and closed-end management 

investment companies to co-invest in 

portfolio companies with each other and 

with certain affiliated investment funds 

and accounts. 

APPLICANTS: Medley Capital Corporation 

(‘‘MCC’’); Medley SBIC, LP (‘‘Medley 

SBIC’’); Medley SBIC GP, LLC (the 

‘‘SBIC General Partner’’); Medley LLC; 

MCC Advisors LLC (‘‘MCC Advisors’’); 

Medley Capital LLC, MOF II 

Management LLC, and MOF III 

Management LLC (collectively, the 

‘‘Existing Affiliated Investment 

Advisers’’); MOF II GP LLC, MOF III GP 

LLC, and Medley Credit Strategies GP, 

LLC (collectively, the ‘‘Existing General 

Partners’’); Medley Opportunity Fund III 

LP, Medley Opportunity Fund II LP, and 

Medley Credit Strategies (KOC) LLC 

(collectively, the ‘‘Existing Affiliated 

Funds’’); Sierra Income Corporation 

(‘‘Sierra’’); SIC Advisors LLC (‘‘SIC 

Advisors’’); Sierra Total Return Fund 

(‘‘STRF’’); STRF Advisors LLC (‘‘STRF 

Advisors’’); Sierra Opportunity Fund 

(‘‘SOF’’); and SOF Advisor LLC (‘‘SOF 

Advisors’’). 

FILING DATE: The application was filed 

on May 24, 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 October 3, 2017 and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, 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: c/o Brooke Taube, Medley 

Capital Corporation, Seth Taube, Sierra 

Income Corporation, Sierra Total Return 

Fund, and Sierra Opportunity Fund, 280 

Park Avenue, 6th Floor East, New York, 

NY 10017. 

FOR FURTHER INFORMATION CONTACT: HaeSung Lee, Attorney-Adviser, at (202) 


asabaliauskas on DSKBBXCHB2PROD with NOTICES