49882 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

1Currently, one series of the Funds (as defined 

below) is a money market fund that complies with 

Rule 2a–7 of the Act, and 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 typically will not participate as 

borrowers under the interfund lending facility 

because they rarely need to borrow cash to meet 

redemptions. 

Applicants’ Legal Analysis 

1. Section 6(c) 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 the 

Act or rule thereunder, if and to the 

extent that 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. 

2. Section 23(c) of the Act provides in 

relevant part that no registered closedend investment company shall purchase 

any securities of any class 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 such other 

circumstances as the Commission may 

permit by rules and regulations or 

orders for the protection of investors. 

3. Rule 23c–3 under the Act permits 

a registered closed-end investment 

company to make repurchase offers for 

its common stock at net asset value at 

periodic intervals pursuant to a 

fundamental policy of the investment 

company. ‘‘Periodic interval’’ is defined 

in rule 23c–3(a)(1) as an interval of 

three, six, or twelve months. Rule 23c– 

3(b)(4) requires that notification of each 

repurchase offer be sent to shareholders 

no less than 21 calendar days and no 

more than 42 calendar days before the 

repurchase request deadline. 

4. Applicants request an order 

pursuant to sections 6(c) and 23(c) of 

the Act exempting them from rule 23c– 

3(a)(1) to the extent necessary to permit 

the Funds to make monthly repurchase 

offers. Applicants also request an 

exemption from the notice provisions of 

rule 23c–3(b)(4) to the extent necessary 

to permit each Fund to send notification 

of an upcoming repurchase offer to 

shareholders at least seven days but no 

more than fourteen calendar days in 

advance of the repurchase request 

deadline. 

5. Applicants contend that monthly 

repurchase offers are in the 

shareholders’ best interests and 

consistent with the policies underlying 

rule 23c–3. Applicants assert that 

monthly repurchase offers will provide 

investors with more liquidity than 

quarterly repurchase offers. Applicants 

assert that shareholders will be better 

able to manage their investments and 

plan transactions, because if they decide 

to forego a repurchase offer, they will 

only need to wait one month for the 

next offer. Applicants also contend that 

the portfolio of each Fund will be 

managed to provide ample liquidity for 

monthly repurchase offers. Applicants 

do not believe that a change to monthly 

repurchases would necessitate any 

change in portfolio management 

practices of any of the Funds in order 

to satisfy rule 23c–3. In fact, applicants 

expect limited or no impact on overall 

portfolio management or performance of 

such Funds upon converting to monthly 

offers and believe that it may be easier 

to manage the cash of the portfolio for 

the smaller monthly offers compared to 

the larger quarterly ones. 

6. Applicants propose to send 

notification to shareholders at least 

seven days, but no more than fourteen 

calendar days, in advance of a 

repurchase request deadline. Applicants 

assert that, because BGFREI (and any 

Future Fund) currently intends to make 

payment on the next business day 

following the pricing date, the entire 

procedure can be completed before the 

next notification is sent out to 

shareholders; thus avoiding any overlap. 

Applicants believe that these 

procedures will eliminate any 

possibility of investor confusion. 

Applicants also state that monthly 

repurchase offers will be a fundamental 

feature of the Funds, and their 

prospectuses will provide a clear 

explanation of the repurchase program. 

7. Applicants submit that for the 

reasons given above the requested relief 

is appropriate in the public interest and 

is consistent with the protection of 

investors and the purposes fairly 

intended by the policy and provisions of 

the Act. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief shall be 

subject to the following conditions: 

1. BGFREI (and any Future Fund 

relying on this relief) will make a 

repurchase offer pursuant to rule 23c– 

3(b) for a repurchase offer amount of not 

less than 5% in any one-month period. 

In addition, the repurchase offer amount 

for the then-current monthly period, 

plus the repurchase offer amounts for 

the two monthly periods immediately 

preceding the then-current monthly 

period, will not exceed 25% of 

BGFREI’s (or Future Fund’s, as 

applicable) outstanding common shares. 

BGFREI (and any Future Fund relying 

on this relief) may repurchase 

additional tendered shares pursuant to 

rule 23c–3(b)(5) only to the extent the 

percentage of additional shares so 

repurchased does not exceed 2% in any 

three-month period. 

2. Payment for repurchased shares 

will occur at least five business days 

before notification of the next 

repurchase offer is sent to shareholders 

of BGFREI (or Future Fund relying on 

this relief). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23368 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32867; File No. 812–14756] 

PIMCO Funds, et al. 

October 23, 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: PIMCO Funds, PIMCO 

Variable Insurance Trust, PIMCO ETF 

Trust, PIMCO Equity Series, PIMCO 

Equity Series VIT, PIMCO Managed 

Accounts Trust, each an investment 

company organized as a Delaware 

statutory trust or a Massachusetts 

business trust and registered under the 

Act as an open-end management 

investment company, on behalf of all 

existing series,1 and Pacific Investment 

Management Company LLC (the 

‘‘Adviser’’), a Delaware limited liability 

company registered as an investment 


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Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 49883 

2Applicants request that the order apply to the 

applicants and to any existing or future registered 

open-end management investment company or 

series thereof for which the Adviser or any 

successor thereto or an investment adviser 

controlling, controlled by, or under common 

control with the Adviser 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. 

3Any Fund, however, will be able to call a loan 

on one business day’s notice. 

4Members of the designated committee may 

include one or more investment professionals, 

including individuals involved in making 

investment decisions regarding short-term 

investments. 

5Under certain circumstances, a borrowing Fund 

will be required to pledge collateral to secure the 

loan. 

6Applicants 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. 

7Applicants 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. 

adviser under the Investment Advisers 

Act of 1940. 

FILING DATES: The application was filed 

on March 17, 2017 and amended on 

June 28, 2017 and October 16, 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 November 17, 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: Joshua Ratner, Pacific 

Investment Management Company LLC, 

1633 Broadway, New York, New York 

10019 and Robert W. Helm, Brendan C. 

Fox, Dechert LLP, 1900 K Street NW., 

Washington, DC 20006. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876 or Robert H. Shapiro, 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.2 The Funds will not borrow under 

the facility for leverage purposes and 

the loans’ duration will be no more than 

7 days.3

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, 

the Adviser, through a designated 

committee, would administer the 

facility as a disinterested fiduciary as 

part of its duties under the investment 

management and administrative 

agreements with the Funds and would 

receive no additional fee as 

compensation for its services in 

connection with the administration of 

the facility.4 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.5

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.6 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).7

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 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
49884 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81568 

(Sep. 11, 2017), 82 FR 43417. 

4Amendment No. 1 to the proposed rule change 

replaces and supersedes the original filing in its 

entirety. In Amendment No. 1, the Exchange: (1) 

Provided additional information regarding the 

futures exchanges that trade in gold futures 

contracts and which of those exchanges are 

members of the Intermarket Surveillance Group 

(‘‘ISG’’); (2) stated that the net asset value (‘‘NAV’’) 

of the Trust will be published by the Sponsor (as 

defined herein) by 5:30 p.m., Eastern time on each 

day that the NYSE Arca is open for regular trading 

and will be posted on the Trust’s Web site; (3) 

clarified that the intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be widely 

disseminated by one or more major market data 

vendors at least every 15 seconds during the 

Exchange’s Core Trading Session (as defined in the 

Exchange’s rules; and (4) stated that the Web site 

for the Trust will provide the two most recent 

reports to stockholders. Amendment No. 1 also 

made non-substantive, technical amendments. 

Amendment No. 1 is available at: https://

www.sec.gov/comments/sr-nysearca-2017-98/ 

nysearca201798-2614707-161129.pdf. Amendment 

No. 1 is not subject to notice and comment because 

it is a technical amendment that does not materially 

alter the substance of the proposed rule change or 

raise any novel regulatory issues. 

5A more detailed description of the Trust and the 

Shares, as well as investment risks, creation and 

redemption procedures, NAV calculation, 

availability of information and fees, among other 

things, is included in the Registration Statement, 

infra note 7, and in Amendment No. 1, supra note 

4. 

6According to the Exchange, WCGT is a Delaware 

statutory trust consisting of multiple series, each of 

which issues common units of beneficial interest, 

which represent units of fractional undivided 

beneficial interest in and ownership of such series. 

The term of WCGT and each series will be 

perpetual (unless terminated earlier in certain 

circumstances). 

7On August 29, 2017, WCGT submitted to the 

Commission its draft registration statement on Form 

S–1 with respect to the Trust (‘‘Registration 

Statement’’) under the Securities Act of 1933 (‘‘1933 

Act’’). 

8A ‘‘Commodity-Based Trust Share’’ is a security 

(a) that is issued by a trust that holds a specified 

commodity deposited with the trust; (b) that is 

issued by such trust in a specified aggregate 

minimum number in return for a deposit of a 

quantity of the underlying commodity; and (c) that, 

when aggregated in the same specified minimum 

number, may be redeemed at a holder’s request by 

such trust which will deliver to the redeeming 

holder the quantity of the underlying commodity. 

See NYSE Arca Rule 8.201–E(c)(1). 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

10 15 U.S.C. 78k–1(a)(1)(C)(iii). 

11The Exchange states that Reuters and 

Bloomberg, for example, provide at no charge on 

their Web sites delayed information regarding the 

spot price of gold and last sale prices of gold 

futures, as well as information about news and 

developments in the gold market. Reuters and 

Bloomberg also offer a professional service to 

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. 2017–23369 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81918; File No. SR– 

NYSEArca–2017–98] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving a 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, To List and 

Trade Shares of The Gold Trust Under 

NYSE Arca Rule 8.201–E 

October 23, 2017. 

I. Introduction 

On August 30, 2017, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of The 

Gold Trust under NYSE Arca Rule 

8.201–E. The proposed rule change was 

published for comment in the Federal 

Register on September 15, 2017.3 On 

September 28, 2017, the Exchange filed 

Amendment No. 1 to the proposed rule 

change.4 The Commission has not 

received any comments on the proposed 

rule change. This order approves the 

proposed rule change, as modified by 

Amendment No. 1. 

II. The Description of the Proposed 

Rule Change, as Modified by 

Amendment No. 1 5

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of The Gold 

Trust (‘‘Trust’’), a series of the World 

Currency Gold Trust (‘‘WCGT’’),6 under 

NYSE Arca Rule 8.201–E.7 NYSE Arca 

Rule 8.201–E governs the listing and 

trading, or trading pursuant to unlisted 

trading privileges, of Commodity-Based 

Trust Shares on the Exchange.8

The investment objective of the Trust 

is for the Shares to reflect the 

performance of the price of gold bullion, 

less the expenses of the Trust’s 

operations. The Trust will not trade in 

gold futures, options, or swap contracts 

on any futures exchange or over the 

counter. The Trust will not hold or trade 

in commodity futures contracts, 

commodity interests, or any other 

instruments regulated by the 

Commodity Exchange Act. The Trust 

will take delivery of physical gold that 

complies with the London Bullion 

Market Association (‘‘LBMA’’) gold 

delivery rules. According to the 

Exchange, the Shares, which are 

Commodity Based Trust Shares, will 

represent investors’ discrete identifiable 

and undivided beneficial ownership 

interest in the commodities deposited 

into the Trust. 

The sponsor of the Trust is WGC USA 

Asset Management Company, LLC 

(‘‘Sponsor’’). The sole trustee of WCGT 

is Delaware Trust Company. BNY 

Mellon Asset Servicing, a division of 

The Bank of New York Mellon 

(‘‘BNYM’’), will be the Trust’s 

administrator and transfer agent. BNYM 

will serve as the custodian of the Trust’s 

cash, if any. A bank will serve as the 

custodian of the Trust’s gold. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the Exchange’s proposed rule 

change, as modified by Amendment No. 

1, to list and trade the Shares is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.9 In 

particular, the Commission finds that 

the proposal, as modified by 

Amendment No. 1, is consistent with 

Section 11A(a)(1)(C)(iii) of the Act,10

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities. The last-sale price for the 

Shares will be disseminated over the 

Consolidated Tape. According to the 

Exchange, there is a considerable 

amount of information about gold and 

gold markets available on public Web 

sites and through professional and 

subscription services. Investors may 

obtain gold pricing information on a 24- 

hour basis based on the spot price for an 

ounce of gold from various financial 

information service providers.11


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