49880 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(3). 11 17 CFR 200.30–3(a)(12). 

to related entities are non-substantive 

changes. No changes to the ownership 

or structure of the Exchange have taken 

place. 

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 not 

necessary or appropriate in furtherance 

of the purposes of the Act. The name 

change will align with the parent 

company, Nasdaq, Inc. 

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 

Pursuant to Section 19(b)(3)(A) of the 

Act 9 and Rule 19b–4(f)(3) thereunder,10

the Exchange has designated this 

proposal as one that is concerned solely 

with the administration of the selfregulatory organization, and therefore 

has become effective. 

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 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– 

NASDAQ–2017–111 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–NASDAQ–2017–111. 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2017–111, and 

should be submitted on or before 

November 17, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.11

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23370 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32866; 812–14796] 

Blackstone/GSO Floating Rate 

Enhanced Income Fund, et al. 

October 23, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 6(c) and 23(c)(3) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from rule 23c– 

3 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order under sections 6(c) and 

23(c)(3) of the Act for an exemption 

from certain provisions of rule 23c–3 to 

permit certain registered closed-end 

investment companies to make 

repurchase offers on a monthly basis. 

APPLICANTS: Blackstone/GSO Floating 

Rate Enhanced Income Fund 

(‘‘BGFREI’’), GSO/Blackstone Debt 

Funds Management LLC (the 

‘‘Adviser’’), and Blackstone Advisory 

Partners L.P. (the ‘‘Distributor’’). 

FILING DATES: The application was filed 

on July 3, 2017 and amended on 

October 17, 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: 345 Park Avenue, 31st 

Floor, New York, NY 10154. 

FOR FURTHER INFORMATION CONTACT: 

Asen Parachkevov, Senior Counsel, or 

David Marcinkus, 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 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. BGFREI is a Delaware statutory 

trust that is registered under the Act as 

a continuously offered, non-diversified, 

closed-end management investment 

company that will be operated as an 


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Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 49881 

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. 

2All entities currently intending to rely on the 

requested relief have been named as applicants. 

Any entity that relies on the requested order in the 

future will do so only in accordance with the terms 

and conditions of the application. 

3See In the Matter of Blackstone/GSO Floating 

Rate Enhanced Income Fund, et al., File Number 

812–14795. 

interval fund. BGFREI’s investment 

objective is to provide attractive income 

with low sensitivity to rising interest 

rates. The Adviser is a Delaware limited 

liability company and is registered as an 

investment adviser under the 

Investment Advisers Act of 1940. The 

Adviser serves as investment adviser to 

BGFREI. The Distributor is a Delaware 

partnership, is a registered broker-dealer 

and a member of the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’), 

and is BGFREI’s principal underwriter 

and distributor. 

2. Applicants request that any relief 

granted also apply to any registered 

closed-end management investment 

company that operates as an interval 

fund pursuant to rule 23c–3 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 (the ‘‘Future Funds’’, 

together with BGFREI, the ‘‘Funds’’, and 

each, individually, a ‘‘Fund’’).2

3. BGFREI’s investment objective is to 

provide attractive income with low 

sensitivity to rising interest rates. 

BGFREI has applied for exemptive relief 

from the Commission to permit BGFREI 

to issue multiple classes of shares and 

to impose asset-based distribution fees 

and an early withdrawal charge.3

BGFREI currently intends to offer three 

classes of shares, Class T, Class D and 

Class I, to the public at net asset value 

plus any applicable sales charge. From 

time to time the Funds may create 

additional classes of shares, the terms of 

which may differ from BGFREI’s Class 

T, Class D and Class I shares. BGFREI’s 

common shares are not listed on any 

securities exchange, and BGFREI 

anticipates that no secondary market 

will develop for the common shares. 

4. Applicants request an order to 

permit each Fund to offer to repurchase 

a portion of its common shares at onemonth intervals, rather than the three, 

six, or twelve-month intervals specified 

by rule 23c–3. 

5. Each Fund will disclose in its 

prospectus and annual reports its 

fundamental policy to make monthly 

offers to repurchase a portion of its 

common shares at net asset value, less 

deduction of a repurchase fee, if any, as 

permitted by rule 23c–3(b)(1), and the 

imposition of early withdrawal charges 

to the extent permitted pursuant to 

exemptive relief granted by the 

Commission. The fundamental policy 

will be changeable only by a majority 

vote of the holders of such Fund’s 

outstanding voting securities. Under the 

fundamental policy, the repurchase 

offer amount will be determined by the 

board of trustees of the applicable Fund 

(‘‘Board’’) prior to each repurchase offer. 

Each Fund will comply with rule 23c– 

3(b)(8)’s requirements with respect to its 

trustees who are not interested persons 

of such Fund, within the meaning of 

section 2(a)(19) of the Act 

(‘‘Disinterested Trustees’’) and their 

legal counsel. Under its fundamental 

policy, each Fund will make monthly 

offers to repurchase not less than 5% of 

its outstanding shares at the time of the 

repurchase request deadline. The 

repurchase offer amounts for the thencurrent monthly period, plus the 

repurchase offer amounts for the two 

monthly periods immediately preceding 

the then-current monthly period, will 

not exceed 25% of the outstanding 

common shares of the applicable Fund. 

6. The prospectus of each Fund will 

state the means to determine the 

repurchase request deadline and the 

maximum number of days between each 

repurchase request deadline and the 

repurchase pricing date. Each Fund’s 

repurchase pricing date normally will 

be the same date as the repurchase 

request deadline and pricing will be 

determined after close of business on 

that date. 

7. Pursuant to rule 23c–3(b)(1), each 

Fund will repurchase shares for cash on 

or before the repurchase payment 

deadline, which will be no later than 

seven calendar days after the repurchase 

pricing date. BGFREI (and any Future 

Fund) currently intends to make 

payment on the next business day 

following the repurchase pricing date. 

Each Fund will make payment for 

shares repurchased in the previous 

month’s repurchase offer at least five 

business days before sending 

notification of the next repurchase offer. 

BGFREI will, and a Future Fund may, 

deduct a repurchase fee in an amount 

not to exceed 2% from the repurchase 

proceeds payable to tendering 

shareholders, in compliance with rule 

23c–3(b)(1). 

8. Each Fund will provide common 

shareholders with notification of each 

repurchase offer no less than seven days 

and no more than fourteen days prior to 

the repurchase request deadline. The 

notification will include all information 

required by rule 23c–3(b)(4)(i). Each 

Fund will file the notification and the 

Form N–23c–3 with the Commission 

within three business days after sending 

the notification to its respective 

common shareholders. 

9. The Funds will not suspend or 

postpone a repurchase offer except 

pursuant to the vote of a majority of its 

Disinterested Trustees, and only under 

the limited circumstances specified in 

rule 23c–3(b)(3)(i). The Funds will not 

condition a repurchase offer upon 

tender of any minimum amount of 

shares. In addition, each Fund will 

comply with the pro ration and other 

allocation requirements of rule 23c– 

3(b)(5) if common shareholders tender 

more than the repurchase offer amount. 

Further, each Fund will permit tenders 

to be withdrawn or modified at any time 

until the repurchase request deadline, 

but will not permit tenders to be 

withdrawn or modified thereafter. 

10. From the time a Fund sends its 

notification to shareholders of the 

repurchase offer until the repurchase 

pricing date, a percentage of such 

Fund’s assets equal to at least 100% of 

the repurchase offer amount will consist 

of: (a) Assets that can be sold or 

disposed of in the ordinary course of 

business at approximately the price at 

which such Fund has valued such 

investment within a period equal to the 

period between the repurchase request 

deadline and the repurchase payment 

deadline; or (b) assets that mature by the 

next repurchase payment deadline. In 

the event the assets of a Fund fail to 

comply with this requirement, the 

Board will cause such Fund to take such 

action as it deems appropriate to ensure 

compliance. 

11. In compliance with the asset 

coverage requirements of section 18 of 

the Act, any senior security issued by, 

or other indebtedness of, a Fund will 

either mature by the next repurchase 

pricing date or provide for such Fund’s 

ability to call, repay or redeem such 

senior security or other indebtedness by 

the next repurchase pricing date, either 

in whole or in part, without penalty or 

premium, as necessary to permit that 

Fund to complete the repurchase offer 

in such amounts determined by its 

Board. 

12. The Board of each Fund will 

adopt written procedures to ensure that 

such Fund’s portfolio assets are 

sufficiently liquid so that it can comply 

with its fundamental policy on 

repurchases and the liquidity 

requirements of rule 23c–3(b)(10)(i). The 

Board of each Fund will review the 

overall composition of the portfolio and 

make and approve such changes to the 

procedures as it deems necessary. 


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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 


asabaliauskas on DSKBBXCHB2PROD with NOTICES