Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices 44475 

1Applicants request that the order apply to the 

applicants and to any existing or future series of the 

Trust and any existing or future registered open-end 

management investment company or series thereof 

(each a ‘‘Fund’’) for which AQR, or an entity 

controlling, controlled by, or under common 

control with AQR or any successor thereto serves 

as investment adviser (with AQR, each 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. 

Although the applicants do not currently operate 

any money market funds, applicants request that 

the order also apply to any future Fund that is a 

money market fund that complies with rule 2a–7 of 

the Act (each a ‘‘Money Market Fund’’). Money 

Market Funds will not participate as borrowers 

under the interfund lending facility because such 

funds rarely need to borrow cash to meet 

redemptions. 

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. 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. 

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 U.S. Treasury bills 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

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 Funds 

would remain subject to the 

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

borrowings of a 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. 2017–20177 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–558, OMB Control No. 

3235–0617] 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

Washington, DC 20549–2736 

Extension: 

Rule 433 

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 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

44476 Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices 

Rule 433 (17 CFR 230.433) governs 

the use and filing of free writing 

prospectuses under the Securities Act of 

1933 (15 U.S.C. 77a et seq.). The 

purpose of Rule 433 is to reduce the 

restrictions on communications that an 

issuer can make to investors during a 

registered offering of its securities, 

while maintaining important investor 

protections. A free writing prospectus 

meeting the conditions of Rule 433(d)(1) 

must be filed with the Commission and 

is publicly available. We estimate that it 

takes approximately 1.28 burden hours 

per response to prepare a free writing 

prospectus and that the information is 

filed by 2,906 respondents 

approximately 5.4026 times per year for 

a total of 15,700 responses. We estimate 

that 25% of the 1.28 burden hours per 

response (0.32 hours) is prepared by the 

issuer for total annual reporting burden 

of approximately 5,024 hours (0.32 

hours × 15,700 responses). 

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 

control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov . Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) 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. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: September 19, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20221 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

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 203–2 and Form ADV–W; SEC File 

No. 270–40, OMB Control No. 3235– 

0313 

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 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

The title for the collection of 

information is ‘‘Rule 203–2 (17 CFR 

275.203–2) and Form ADV–W (17 CFR 

279.2) under the Investment Advisers 

Act of 1940 (15 U.S.C. 80b).’’ Rule 203– 

2 under the Investment Advisers Act of 

1940 establishes procedures for an 

investment adviser to withdraw its 

registration or pending registration with 

the Commission. Rule 203–2 requires 

every person withdrawing from 

investment adviser registration with the 

Commission to file Form ADV–W 

electronically on the Investment 

Adviser Registration Depository 

(‘‘IARD’’). The purpose of the 

information collection is to notify the 

Commission and the public when an 

investment adviser withdraws its 

pending or approved SEC registration. 

Typically, an investment adviser files a 

Form ADV–W when it ceases doing 

business or when it is ineligible to 

remain registered with the Commission. 

The potential respondents to this 

information collection are all 

investment advisers registered with the 

Commission or have applications 

pending with the Commission. The 

Commission has estimated that 

compliance with the requirement to 

complete Form ADV–W imposes a total 

burden of approximately 0.75 hours (45 

minutes) for an adviser filing for full 

withdrawal and approximately 0.25 

hours (15 minutes) for an adviser filing 

for partial withdrawal. Based on 

historical filings, the Commission 

estimates that there are approximately 

741 respondents annually filing for full 

withdrawal and approximately 130 

respondents annually filing for partial 

withdrawal. Based on these estimates, 

the total estimated annual burden 

would be 588 hours ((741 respondents 

× .75 hours) + (130 respondents × .25 

hours)). 

Rule 203–2 and Form ADV–W do not 

require recordkeeping or records 

retention. The collection of information 

requirements under the rule and form 

are mandatory. The information 

collected pursuant to the rule and Form 

ADV–W are filings with the 

Commission. These filings are 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 control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) 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. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: September 19, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20218 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–457, OMB Control No. 

3235–0518] 

Submission for OMB Review; 

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: 

Form CB 

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 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form CB (17 CFR 239.800) is a 

document filed in connection with a 

tender offer for a foreign private issuer. 

This form is used to report an issuer 

tender offer conducted in compliance 

with Exchange Act Rule 13e–4(h)(8) (17 

CFR 240.13e–4(h)(8)), a third-party 

tender offer conducted in compliance 

with Exchange Act Rule 14d–1(c) (17 

CFR 240.14d–1(c)) and a going private 

transaction conducted in accordance 

with Rule 13e–3(g)(6) (17 CFR 240.13e– 

3(g)(6)). Form CB is also used by a 

subject company pursuant to Exchange 

Act Rule 14e–2(d) (17 CFR 240.14e–