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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Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / Notices 48561 

3Pursuant to Rule 14.11(a) of the Continued 

Listing Standards, the term ‘‘Continued Listing 

Representations’’ shall mean any of the statements 

or representations regarding the index composition, 

the description of the portfolio or reference assets, 

limitations on portfolio holdings or reference assets, 

dissemination and availability of index, reference 

asset, and intraday indicative values (as applicable), 

or the applicability of Exchange rules specified in 

any filing to list a series of Other Securities. 

4 15 U.S.C. 78f(b). 

5 15 U.S.C. 78f(b)(5). 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange filed a proposal to 

provide interpretation with respect to 

the meaning, administration, or 

enforcement of Rule 14.11 and 14.12. 

The text of the proposed rule change 

is also available on the Exchange’s Web 

site (www.bats.com), at the Exchange’s 

Office of the Secretary, and at the 

Commission’s Public Reference Room. 

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 

Background 

On November 18, 2016 the Exchange 

filed a proposed rule change, as 

subsequently amended by Amendments 

No. 1 and 2 thereto (as amended, the 

‘‘Continued Listing Standards’’), to 

adopt certain changes to Exchange Rules 

14.11 and 14.12 to add additional 

continued listing standards for 

exchange-traded products (‘‘ETP’’) as 

well as clarify the procedures that the 

Exchange will undertake when an ETP 

is noncompliant with applicable rules, 

which was approved by the Commission 

on March 7, 2017. The Exchange 

submits this proposal in order to 

provide interpretive guidance as it 

relates to ETP issuers complying with 

the changes upon implementation. 

Testing and Exchange Notification 

The Continued Listing Standards 

include language in numerous places 

that would require certain criteria 

related to index composition, portfolio 

holdings, or reference assets to be met 

‘‘upon initial listing and on a continual 

basis’’ and that delisting proceedings 

will be initiated where ’’any of the 

requirements set forth in this rule are 

not continuously met.’’ As such, any 

instance of noncompliance reported to 

or discovered by the Exchange will be 

subject to delisting proceedings 

pursuant to Rule 14.12. If at any point 

during delisting proceedings the ETP 

regains compliance, such delisting 

proceedings will be terminated. 

The Exchange notes that, unless 

otherwise specified within the rule text, 

issuers of index-based ETPs listed on 

the Exchange should test for compliance 

with such criteria upon any index 

rebalance, reconstitution, or other 

material change to the index 

components (collectively, a ‘‘Material 

Index Change’’), as applicable, and no 

less frequently than on a quarterly basis. 

Similarly, unless otherwise specified 

within the rule text, issuers of Managed 

Fund Shares, as defined in Rule 

14.11(i), listed on the Exchange should 

test for compliance with such criteria 

upon any material change to the 

portfolio’s holdings (collectively with 

Material Index Change, a ‘‘Material 

Change’’), as applicable, and no less 

frequently than on a quarterly basis. 

Any test conducted as part of a Material 

Change would satisfy the testing 

requirement for the applicable quarter. 

For purposes of this interpretation, the 

issuer may set the quarterly schedule, 

whether based on the fiscal year end of 

a fund, the calendar quarters, or 

otherwise. At no point should there be 

a period of greater than four months 

during which such a test for compliance 

has not been conducted. Nothing in this 

proposal should be construed as 

restricting the frequency with which an 

issuer may test for compliance. The 

Continued Listing Standards also 

include language in numerous places 

that would require the Exchange to 

initiate delisting proceedings for an ETP 

listed pursuant to a proposal submitted 

by the Exchange pursuant to Section 

19(b) that has become effective or has 

been approved by the Commission 

where ‘‘any of the applicable Continued 

Listing Representations 3 are not 

continuously met.’’ Similarly, to the 

extent that any Continued Listing 

Representations for index-based ETPs or 

Managed Fund Shares relate to index 

composition, portfolio holdings, or 

reference assets, issuers of ETPs listed 

on the Exchange should test for 

compliance with such criteria upon any 

Material Change, as applicable, and no 

less frequently than on a quarterly basis. 

The Exchange notes that it will also be 

independently reviewing ETPs listed on 

the Exchange for compliance with the 

Continued Listing Standards. 

Issuers shall provide annual 

attestations affirming that such tests are 

being conducted and that the issuer is 

not aware of any undisclosed instances 

of noncompliance. To the extent that an 

issuer believes that it will not be able to 

comply with the Continued Listing 

Standards, the Exchange encourages 

issuers to proactively reach out to the 

Listing Qualifications Department to 

work on a proposal to submit pursuant 

to 19(b) of the Act. If managed 

proactively, the Exchange believes that 

such issues can be managed without 

interruption to the listing of the ETP on 

the Exchange. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with the 

requirements of the Act and the rules 

and regulations thereunder that are 

applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6(b) of the Act.4

In particular, the Exchange believes the 

proposed change furthers the objectives 

of Section 6(b)(5) of the Act,5 in that it 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

foster cooperation and coordination 

with persons engaged in facilitating 

transactions in securities, and to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system by 

providing interpretations for issuers of 

ETPs to comply with the Continued 

Listing Standards. The Exchange 

believes that such interpretive guidance 

will provide issuers with the clarity 

needed to dedicate the resources 

necessary to build adequate compliance 

systems in furtherance of the protection 

of investors and the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange notes that the proposed rule 

change will facilitate ETP issuers’ 

ability to monitor and evidence 

compliance with the Continued Listing 

Standards by providing interpretation 

that will provide additional clarity and 

certainty around the Continued Listing 

Standards on which issuers will be able 

to rely. 


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48562 Federal Register / Vol. 82, No. 200 / Wednesday, October 18, 2017 / Notices 

6 15 U.S.C. 78s(b)(3)(A). 

7 17 CFR 240.19b–4(f)(1). 8 17 CFR 200.30–3(a)(12). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 6 and Rule 

19b–4(f)(1) thereunder.7 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 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission will 

institute proceedings to determine 

whether the proposed rule change 

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– 

BatsBZX–2017–61 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–BatsBZX–2017–61. 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– 

BatsBZX–2017–61 and should be 

submitted on or before November 8, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–22539 Filed 10–17–17; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #15350 and #15351; 

Wisconsin Disaster Number WI–00063] 

Presidential Declaration of a Major 

Disaster for Public Assistance Only for 

the State of Wisconsin 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Wisconsin (FEMA–4343– 

DR), dated 10/07/2017. 

Incident: Severe Storms, Straight-line 

Winds, Flooding, Landslides, and 

Mudslides. 

Incident Period: 07/19/2017 through 

07/23/2017. 

DATES: Issued on 10/07/2017. 

Physical Loan Application Deadline 

Date: 12/06/2017. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 07/09/2018. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street SW., Suite 6050, 

Washington, DC 20416, (202) 205–6734. 

SUPPLEMENTARY INFORMATION: Notice is 

hereby given that as a result of the 

President’s major disaster declaration on 

10/07/2017, Private Non-Profit 

organizations that provide essential 

services of a governmental nature may 

file disaster loan applications at the 

address listed above or other locally 

announced locations. 

The following areas have been 

determined to be adversely affected by 

the disaster: 

Primary Counties: Buffalo, Crawford, 

Grant, Iowa, Jackson, La Crosse, 

Lafayette, Monroe, Richland, 

Trempealeau, Vernon 

The Interest Rates are: 

Percent 

For Physical Damage: 

Non-Profit Organizations With 

Credit Available Elsewhere ... 2.500 

Non-Profit Organizations Without Credit Available Elsewhere ..................................... 2.500 

For Economic Injury: 

Non-Profit Organizations Without Credit Available Elsewhere ..................................... 2.500 

The number assigned to this disaster 

for physical damage is 15350B and for 

economic injury is 153510. 

(Catalog of Federal Domestic Assistance 

Number 59008) 

James E. Rivera, 

Associate Administrator for Disaster 

Assistance. 

[FR Doc. 2017–22521 Filed 10–17–17; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #15348 and #15349; 

Idaho Disaster Number ID–00071] 

Presidential Declaration of a Major 

Disaster for Public Assistance Only for 

the State of Idaho 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice. 

SUMMARY: This is a Notice of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Idaho (FEMA–4342–DR), 

dated 10/07/2017. 

Incident: Flooding. 

Incident Period: 03/29/2017 through 

06/15/2017. 

DATES: Issued on 10/07/2017. 


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