49900 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

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

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

6 Id. 

7 15 U.S.C. 78s(b)(3)(A). 

8 17 CFR 240.19b–4(f). 9 17 CFR 200.30–3(a)(12). 

title of the amended Certificate (i.e., 

‘‘Amended and Restated Certificate of 

Incorporation’’) instead of the title of the 

then current (and now previous) 

Certificate (‘‘Certificate of 

Incorporation’’). As such, the Exchange 

proposes to eliminate the new title 

reference ‘‘Amended and Restated’’ 

from that sentence to accurately reflect 

the correct version of the Certificate that 

was amended and restated. 

The Exchange notes that the proposed 

changes are concerned solely with the 

administration of the Exchange and do 

not affect the meaning, administration, 

or enforcement of any rules of the 

Exchange or the rights, obligations, or 

privileges of Exchange members or their 

associated persons is [sic] any way. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.4 Specifically, 

the Exchange believes the proposed rule 

change is consistent with the Section 

6(b)(5) 5 requirements that the rules of 

an exchange be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in regulating, clearing, settling, 

processing information with respect to, 

and facilitating transactions in 

securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. 

Additionally, the Exchange believes the 

proposed rule change is consistent with 

the Section 6(b)(5) 6 requirement that 

the rules of an exchange not be designed 

to permit unfair discrimination between 

customers, issuers, brokers, or dealers. 

In particular, the Exchange believes 

correcting inadvertent non-substantive, 

technical errors in its Certificate in 

order to comply with Delaware law and 

reflect the correct and accurate version 

of the Certificate that was amended will 

avoid potential confusion, thereby 

removing impediments to, and 

perfecting the mechanism for a free and 

open market and a national market 

system, and, in general, protecting 

investors and the public interest of 

market participants. As noted above, the 

proposed changes do not affect the 

meaning, administration, or 

enforcement of any rules of the 

Exchange or the rights, obligations, or 

privileges of Exchange members or their 

associated persons is any way. 

(B) Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe the 

proposed rule change will impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. Rather, the 

proposed rule change is merely 

attempting to correct inadvertent 

technical errors in the Exchange’s 

introductory paragraph of its Certificate. 

The proposed rule change has no impact 

on competition. 

(C) Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

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) 

of the Act 7 and paragraph (f) of Rule 

19b–4 8 thereunder. 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– 

BatsBYX–2017–26 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BatsBYX–2017–26. 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–BatsBYX–2017–26 and 

should be submitted on or before 

November 17, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.9

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23378 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32865; 812–14795] 

Blackstone/GSO Floating Rate 

Enhanced Income Fund, et al. 

October 23, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 


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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 each entity presently intending to rely on the 

requested relief is listed as an applicant. 

3See In the Matter of Blackstone/GSO Floating 

Rate Enhanced Income Fund, et al., File Number 

812–14796. 

4Applicants submit that rule 23c–3 and 

Regulation M under the Exchange 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, as amended. 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

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

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

Act, under sections 6(c) and 23(c)(3) of 

the Act for an exemption from rule 

23c–3 under the Act, and for an order 

pursuant to section 17(d) of the Act and 

rule 17d–1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares and to impose assetbased distribution and shareholder 

service fees and early withdrawal 

charges. 

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 

interval fund. BGFREI’s investment 

objective is to provide attractive income 

with low sensitivity to rising interest 

rates. 

2. 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. 

3. The applicants seek an order to 

permit the Funds (as defined below) to 

issue multiple classes of shares, each 

having its own fee and expense 

structure and to impose repurchase fees, 

early withdrawal charges, and assetbased distribution and shareholder 

service fees with respect to certain 

classes. 

4. Applicants request that the order 

also apply to any continuously-offered 

registered closed-end management 

investment company that has been 

previously organized or that may be 

organized 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 Act and/or provides 

periodic liquidity with respect to its 

shares pursuant to rule 13e–4 under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) (each, a ‘‘Future 

Fund’’ and together with BGFREI, the 

‘‘Funds’’).2

5. BGFREI intends to engage in a 

continuous offering of its shares of 

beneficial interest. Applicants state that 

additional offerings by any Fund relying 

on the order may be on a private 

placement or public offering basis. 

Shares of the Funds will not be listed on 

any securities exchange nor publicly 

traded. There is currently no secondary 

market for the Funds’ shares and the 

Funds expect that no secondary market 

will develop. 

6. If the requested relief is granted, 

BGFREI will offer Class T, Class D and 

Class I shares, with each class having its 

own fee and expense structure, and may 

also offer additional classes of shares in 

the future. Because of the different 

distribution and/or shareholder services 

fees, services and any other class 

expenses that may be attributable to 

each of BGFREI’s Class T, Class D and 

Class I 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 Funds may create additional 

classes of shares, the terms of which 

may differ from Class T, Class D and 

Class I shares in the following respects: 

(i) The amount of fees permitted by 

different distribution plans or different 

shareholder services fee arrangements; 

(ii) voting rights with respect to a 

distribution and/or shareholder services 

plan of a 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) any differences in 

dividends and net asset value resulting 

from differences in fees under a 

distribution and/or shareholder services 

plan or in class expenses; (vi) any early 

withdrawal charge or other sales load 

structure; and (vii) exchange or 

conversion privileges of the classes as 

permitted under the Act. 

8. Applicants state that BGFREI is also 

seeking exemptive relief from the 

Commission to permit it to adopt a 

fundamental policy to repurchase 5% of 

its shares at net asset value on a 

monthly basis.3 If such relief is not 

granted, BGFREI intends to adopt a 

fundamental policy to conduct 

repurchase offers on a quarterly basis. 

Such repurchase offers will be 

conducted pursuant to rule 23c–3 under 

the Act. Each of the other Funds will 

likewise adopt fundamental investment 

policies in compliance with rule 23c–3 

and make repurchase offers to its 

shareholders at periodic intervals and/ 

or provide periodic liquidity with 

respect to its shares pursuant to rule 

13e–4 under the Exchange Act.4 Any 

repurchase offers made by the Funds 

will be made to all holders of shares of 

each Fund. 

9. Applicants represent that any assetbased shareholder services and 


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49902 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

5All references in the application to the FINRA 

Sales Charge Rule include any Financial Industry 

Regulatory Authority successor or replacement rule 

to the FINRA Sales Charge Rule. 

6 In all respects other than class-by-class 

disclosure, each Fund will comply with the 

requirements of Form N–2. 

7See 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). 

8Fund 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 Act. 

distribution fees for each class of shares 

will comply with the provisions of 

FINRA Rule 2341(d) (‘‘FINRA Sales 

Charge Rule’’).5 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 under Form N–1A.6 As is 

required for open-end funds, each Fund 

will disclose its expenses in shareholder 

reports, and describe any arrangements 

that result in breakpoints in or 

elimination of sales loads in its 

prospectus.7 In addition, applicants will 

comply with applicable enhanced fee 

disclosure requirements for fund of 

funds, including registered funds of 

hedge funds.8

10. 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. 

11. Each Fund will allocate all 

expenses incurred by it among the 

various classes of shares based on the 

net assets of the Fund attributable to 

each class, except that the net asset 

value and expenses of each class will 

reflect distribution fees, shareholder 

service fees, and any other incremental 

expenses of that class. Expenses of the 

Fund allocated to a particular class of 

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 Act as if it were an 

open-end investment company. 

12. Applicants state that each 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 for certain categories 

of shareholders or transactions to be 

established from time to time. 

Applicants state that each of the Funds 

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 

Act as if the Funds were open-end 

investment companies. 

13. Applicants state that BGFREI will 

(and any Future Fund, as applicable, 

may) charge a repurchase fee of up to 

2% on the common shares accepted for 

repurchase (including those that have 

been held by the investor for less than 

one year), in addition to any early 

withdrawal charge. Shares of any Future 

Fund, to the extent such Future Fund 

does not comply with the requirements 

of rule 23c–3 under the Act, will be 

subject to a repurchase fee at a rate no 

greater than 2% of a shareholder’s 

repurchase proceeds if the date as of 

which the shares are to be valued for 

purposes of repurchase is less than one 

year following the investor’s initial 

investment in such Future Fund. 

Repurchase fees will equally apply to 

new class shares and to all classes of 

shares of BGFREI (and any Future Fund, 

as applicable), consistent with section 

18 of the Act and rule 18f–3 thereunder. 

To the extent BGFREI (and any Future 

Fund, as applicable) determines to 

waive, impose scheduled variations of, 

or eliminate a repurchase fee, it will do 

so consistently with the requirements of 

rule 22d–1 under the Act and as if such 

fund were an open-end investment 

company and such Fund’s waiver of, 

scheduled variation in, or elimination 

of, the repurchase fee will apply 

uniformly to all shareholders of such 

fund regardless of class. 

14. Each Fund operating as an interval 

fund pursuant to rule 23c–3 under the 

Act may offer its shareholders an 

exchange feature under which the 

shareholders of the Fund may, in 

connection with the Fund’s periodic 

repurchase offers, exchange their shares 

of the Fund for shares of the same class 

of (i) registered open-end investment 

companies or (ii) other registered 

closed-end investment companies that 

comply with rule 23c–3 under the Act 

and continuously offer their shares at 

net asset value, that are in the Fund’s 

group of investment companies 

(collectively, ‘‘Other Funds’’). Shares of 

a Fund operating pursuant to rule 

23c–3 that are exchanged for shares of 

Other Funds will be included as part of 

the amount of the repurchase offer 

amount for such Fund as specified in 

rule 23c–3 under the Act. Any exchange 

option will comply with rule 11a–3 

under the Act, as if the Fund were an 

open-end investment company subject 

to rule 11a–3. In complying with rule 

11a–3, each Fund will treat an early 

withdrawal charge as if it were a 

contingent deferred sales load. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(a)(2) of the 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 Act provides, 

in relevant part, that a closed-end 

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 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 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 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 from any rule or regulation 

under the 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 Act. Applicants 

request an exemption under section 6(c) 


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Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 49903 

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 Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the Act. Applicants state 

that each Fund will comply with the 

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

open-end investment company. 

Early Withdrawal Charges 

1. Section 23(c) of the 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 Act permits 

a registered closed-end investment 

company (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 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 Funds to 

impose early withdrawal charges 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 

contingent deferred sales loads imposed 

by open-end investment companies 

under rule 6c–10 under the Act. Rule 

6c–10 permits open-end investment 

companies to impose contingent 

deferred sales loads, subject to certain 

conditions. Applicants note that rule 

6c–10 is grounded in policy 

considerations supporting the 

employment of contingent deferred 

sales loads 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 Act as if the rule were 

applicable to closed-end investment 

companies. The Funds will disclose 

early withdrawal charges in accordance 

with the requirements of Form N–1A 

concerning contingent deferred sales 

loads. 

Asset-Based Distribution and 

Shareholder Service Fees 

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

17d–1 under the 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 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 Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to the extent 

necessary to permit the Fund to impose 

asset-based distribution and shareholder 

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. 

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 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 shareholder service 

fees is consistent with the provisions, 

policies and purposes of the 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 Act, 

as amended from time to time, as if 

those rules applied to closed-end 

management investment companies, 

and will comply with the FINRA Sales 

Charge Rule, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23367 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 


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