Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / Notices 48557 

6 15 U.S.C. 78s(b)(3)(A)(ii). 7 17 CFR 200.30–3(a)(12). 

have been exempted from compliance 

with the statutory standards applicable 

to exchanges. Because competitors are 

free to modify their own fees in 

response, and because market 

participants may readily adjust their 

order routing practices, the Exchange 

believes that the degree to which fee 

changes in this market may impose any 

burden on competition is extremely 

limited. 

In this instance, the proposed changes 

to the credits available to member 

organizations for displayed quotes and 

orders do not impose a burden on 

competition because the Exchange’s 

execution services are completely 

voluntary and subject to extensive 

competition both from other exchanges 

and from off-exchange venues. The 

Exchange has determined that the two 

credit tiers have not been as successful 

at attracting participation on the 

Exchange. Consequently, the Exchange 

is decreasing the qualification criteria 

required to receive the $0.0031 per 

share executed credit to the level of the 

$0.0029 per share executed credit. This 

will effectively increase the credit 

provided to member organizations that 

currently qualify for the $0.0029 per 

share executed credit, while possibly 

providing additional incentive to 

member organizations that do not 

provide and access 0.25% or more of 

Consolidated Volume during the month 

to do so. In sum, the Exchange is 

making it easier for member 

organizations to receive a credit in an 

effort to increase participation on the 

Exchange. If the changes proposed 

herein are unattractive to market 

participants, it is likely that the 

Exchange will lose market share as a 

result. The Exchange notes that 

competing order execution venues are 

free to increase their credits, or decrease 

qualification criteria required to receive 

credits, in reaction to the proposed 

changes. Accordingly, the Exchange 

does not believe that the proposed 

changes will impair the ability of 

members or competing order execution 

venues to maintain their competitive 

standing in the financial markets. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.6

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

Phlx–2017–78 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2017–78. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

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, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

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–Phlx– 

2017–78, and should be submitted on or 

before November 8, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–22536 Filed 10–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32860; 812–14725] 

Steadfast Alcentra Global Credit Fund 

and Steadfast Investment Adviser, LLC 

October 12, 2017 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

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

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

the 1940 Act, under sections 6(c) and 

23(c) of the 1940 Act for an exemption 

from rule 23c–3 under the 1940 Act, and 

for an order pursuant to section 17(d) of 

the 1940 Act and rule 17d–1 under the 

1940 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 

(‘‘Shares’’) with varying sales loads, 

asset-based service and/or distribution 

fees and early withdrawal charges. 

APPLICANTS: Steadfast Alcentra Global 

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

Steadfast Investment Adviser, LLC (the 

‘‘Adviser’’). 

FILING DATES: The application was filed 

on December 8, 2016 and amended on 

April 13, 2017, August 18, 2017 and 

September 28, 2017. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 


ethrower on DSK3G9T082PROD with NOTICES
48558 Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / 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 any person presently intending to rely on the 

requested relief is listed as an Applicant. 

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 

November 6, 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 1940 

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: 18100 Van Karman Avenue, 

Suite 500, Irvine, CA 92612. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Loko, Senior Counsel, at (202) 

551–6883, or Holly Hunter-Ceci, 

Assistant Chief Counsel, 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 

Web site 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. 

Applicants’ Representations 

1. The Initial Fund is a Delaware 

statutory trust that is registered under 

the 1940 Act as a non-diversified, 

closed-end management investment 

company. The Initial Fund’s investment 

objective is to provide current income 

and capital preservation with the 

potential for capital appreciation. The 

Initial Fund seeks to achieve its 

investment objective primarily by 

providing customized financing 

solutions to lower middle market and 

middle market companies (as defined in 

the Initial Fund’s prospectus) in the 

form of floating and fixed rate senior 

secured loans, second lien loans and 

subordinated debt, which, under normal 

circumstances will collectively 

represent at least 80% of the Initial 

Fund’s net assets (plus the amount of 

any borrowings for investment purpose). 

2. The Adviser, a Delaware limited 

liability company, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940. The 

Adviser serves as investment adviser to 

the Initial Fund. 

3. The applicants seek an order to 

permit the Initial Fund to issue multiple 

classes of Shares, that may (but would 

not necessarily) be subject to a front-end 

sales load, an annual asset-based service 

and/or distribution fee and an early 

withdrawal charge. 

4. Applicants request that the order 

also apply to any other registered 

closed-end management investment 

company that conducts a continuous 

offering of its shares, existing now or 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 operates as an 

interval fund pursuant to rule 23c–3 

under the 1940 Act or provides periodic 

liquidity with respect to its Shares 

pursuant to rule 13e–4 under the 

Securities Exchange Act of 1934 (‘‘1934 

Act’’) (each, a ‘‘Future Fund’’ and 

together with the Initial Fund, the 

‘‘Funds’’).2

5. The Initial Fund is currently 

making a continuous public offering of 

its Shares. Shares of the Funds will not 

be listed on any securities exchange nor 

traded on an over the counter system 

such as NASDAQ. The Funds do not 

expect there to be a secondary trading 

market for their Shares. 

6. The Initial Fund currently issues a 

single class of Shares, Class T Shares 

(the ‘‘Initial Class Shares’’) and proposes 

to offer Class A, Class D and Class I 

Shares (the ‘‘New Classes of Shares’’). 

Each of the Initial Class Shares and New 

Class Shares will have its own fee and 

expense structure. Each New Class 

Shares would be offered at net asset 

value per Share and may be subject to 

a front-end sales load, an annual assetbased service and/or distribution fee 

and an early withdrawal charge. The 

Funds may in the future offer additional 

classes of Shares and/or another sales 

charges structure. Because of the 

different distribution and/or service 

fees, services and any other class 

expenses that may be attributable to the 

Initial Class Shares or the New Class 

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 Board of a Fund may create 

and offer additional classes of Shares, or 

may vary the characteristics described 

above of Initial Class Shares and New 

Class Shares in the following respects: 

(i) The amount of fees permitted by a 

distribution and/or service plan as to 

such class; (ii) voting rights with respect 

to a distribution and/or service plan of 

such class; (iii) different class 

designations; (iv) the impact of any class 

expenses directly attributable to a 

particular class of Shares allocated on a 

class basis as described in the 

application; (v) differences in any 

dividends and net asset value per Share 

resulting from differences in fees under 

a distribution and/or service plan or in 

class expenses; (vi) any sales load 

structure; and (vii) any conversion 

features of the classes as permitted 

under the 1940 Act. 

8. Applicants state that Shares of a 

Fund will be subject to an ‘‘early 

withdrawal charge’’ or a ‘‘repurchase 

fee’’ of up to 2.0% of the shareholder’s 

repurchase proceeds in the event that 

the shareholder tenders his or her 

Shares for repurchase by such Fund at 

any time prior to the one-year 

anniversary of the purchase of such 

Shares. Early withdrawal charges will 

apply equally to all shareholders of the 

Fund, regardless of class, consistent 

with section 18 of the 1940 Act and rule 

18f–3 thereunder. To the extent a Fund 

determines to waive, impose scheduled 

variations of, or eliminate the early 

withdrawal charge, it will do so 

consistently with the requirements of 

rule 22d–1 under the 1940 Act as if the 

early withdrawal charge were a CDSC 

(defined below) and as if the Fund were 

an open-end investment company and 

the Fund’s waiver of, scheduled 

variation in, or elimination of, the early 

withdrawal charge will apply uniformly 

to all shareholders of the Fund 

regardless of class. 

9. Applicants state that the Initial 

Fund currently intends to limit the 

number of Shares to be repurchased in 

any calendar year to the number of 

Shares the Initial Fund can repurchase 

with the proceeds it receives from the 

issuance of Shares under its distribution 

reinvestment plan. In addition, the 

Initial Fund will limit the number of 

Shares to be repurchased in any 

calendar year to 10% of the weighted 

average number of Shares outstanding 

in a prior calendar year or 2.5% in each 

quarter, though the actual number of 

Shares that the Initial Fund offers to 

purchase may be less. If a Future Fund 

is structured to operate as an interval 

fund, it will adopt an investment policy 

and make periodic repurchase offers to 


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Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / Notices 48559 

3Applicants submit that rule 23c–3 and 

Regulation M under the 1934 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. 4Any reference to the FINRA Rule 2341 includes 

FINRA Rule 2342 as such rule may be amended or 

any successor thereto. 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 1940 Act. 

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 a Fund 

will be made to all holders of shares of 

each such Fund. 

10. Applicants represent that any 

asset-based distribution and service fees 

will comply with the provisions of the 

Financial Industry Regulatory Authority 

(‘‘FINRA’’) Rule 2341 (‘‘FINRA Rule 

2341’’).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. As if it were an open-end 

management investment company, each 

Fund will disclose its expenses in 

shareholder reports, and describe any 

arrangements that result in breakpoints 

in 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

11. 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. 

12. 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 and/or service plan of that 

class, shareholder service fees, and any 

other incremental expenses of that class. 

Expenses of a Fund allocated to a 

particular class of the Fund’s 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 1940 Act as if it were an 

open-end investment company. 

13. Applicants state that each Future 

Fund may impose an early withdrawal 

charge on Shares submitted for 

repurchase that have been held less than 

a specified period and may waive the 

early withdrawal charge on repurchases 

in connection with certain categories of 

shareholders or transactions to be 

established from time to time. 

Applicants state that each Future Fund 

will apply the early withdrawal charge 

(and any waivers or scheduled 

variations of the early withdrawal 

charge) uniformly to all shareholders in 

a given class and consistently with the 

requirements of rule 22d–1 under the 

1940 Act as if the Future Funds were 

open-end investment companies. 

14. If a Future Fund is structured to 

operate as an interval fund, it will adopt 

a fundamental investment policy in 

compliance with Rule 23c–3 and make 

periodic repurchase offers to its 

shareholders, or provide periodic 

liquidity with respect to its Shares. To 

the extent the Fund determines to 

waive, impose scheduled variations of, 

or eliminate, the early withdrawal 

charge, the Fund will do so consistently 

with the requirements of Rule 22d–1 

under the 1940 Act as if the early 

withdrawal charge were a CDSC (as 

defined below) and as if the Fund were 

an open-end investment company and 

the Fund’s waiver of, scheduled 

variation in, or elimination of, the early 

withdrawal charge will apply uniformly 

to all shareholders. Contingent deferred 

sales charges (‘‘CDSC’’) are distributionrelated charges payable to a distributor 

and assessed by an open-end investment 

company pursuant to Rule 6c–10 under 

the 1940 Act. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(a)(2) of the 1940 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 1940 Act 

provides, in relevant part, that a closedend 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 1940 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 1940 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 1940 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 1940 Act, or from 

any rule or regulation under the 1940 

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 1940 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 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 1940 Act to 

any greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the 1940 Act. Applicants 

state that each Fund will comply with 


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48560 Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / Notices 

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

2 17 CFR 240.19b–4. 

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

an open-end investment company. 

Early Withdrawal Charges 

1. Section 23(c) of the 1940 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 1940 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 1940 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 Future Funds to 

impose early withdrawal charges, which 

are distribution-related fees payable to 

the distributor, 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 

CDSCs imposed by open-end 

investment companies under rule 6c–10 

under the 1940 Act. Rule 6c–10 permits 

open-end investment companies to 

impose CDSCs, subject to certain 

conditions. Applicants note that rule 

6c–10 is grounded in policy 

considerations supporting the 

employment of CDSCs 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 1940 Act as if the 

rule were applicable to closed-end 

investment companies. Each Future 

Fund will disclose early withdrawal 

charges in accordance with the 

requirements of Form N–1A concerning 

CDSCs. 

Asset-Based Distribution and/or Service 

Fees 

1. Section 17(d) of the 1940 Act and 

rule 17d–1 under the 1940 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 1940 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 1940 Act 

provides an exemption from section 

17(d) and rule 17d–1 to permit openend investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the 1940 Act. 

Applicants request an order under 

section 17(d) and rule 17d–1 under the 

1940 Act to the extent necessary to 

permit the Fund to impose asset-based 

distribution and 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 asset-based 

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 1940 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 1940 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 1940 

Act, as amended from time to time, as 

if those rules applied to closed-end 

management investment companies, 

and will comply with the FINRA Rule 

2341, as amended from time to time, as 

if that rule applied to all closed-end 

management investment companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–22517 Filed 10–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81864; File No. SRBatsBZX–2017–61] 

Self-Regulatory Organizations; Bats 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Provide 

Interpretation With Respect to the 

Meaning, Administration, or 

Enforcement of Rule 14.11, Other 

Securities, and Rule 14.12, Failure To 

Meet Listing Standards 

October 12, 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 

September 29, 2017, Bats BZX 

Exchange, Inc. (‘‘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. 


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