[Federal Register Volume 81, Number 239 (Tuesday, December 13, 2016)]
[Notices]
[Pages 90064-90069]
From the Federal Register Online via the Government Publishing Office [http://www.gpo.gov/]
[FR Doc No: 2016-29836]

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DEPARTMENT OF TRANSPORTATION

Office of the Secretary of Transportation

Notice of Funding Availability for the Small Business
Transportation Resource Center Program

AGENCY: Office of Small and Disadvantaged Business Utilization (OSDBU),
Office of the Secretary of Transportation (OST), Department of
Transportation (DOT).

ACTION: Notice of funding availability for the Northwest Region SBTRC.

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SUMMARY: The Department of Transportation (DOT), Office of the
Secretary (OST), Office of Small and Disadvantaged Business Utilization
(OSDBU) announces the opportunity for business centered community-based
organizations, transportation-related trade associations, colleges and
universities, community colleges, or chambers of commerce, registered
with the Internal Revenue Service as 501 C(6) or 501 C(3) tax-exempt
organizations, to compete for participation in OSDBU's Small Business
Transportation Resource Center (SBTRC) program in the Northwest Region
(Alaska, Idaho, Oregon, and Washington).

DATES: Complete Proposals must be received on or February 3, 2017, 6:00
p.m. Eastern Standard Time (EST). Proposals received after the deadline
will be considered non-responsive and will not be reviewed.

ADDRESSES: Applications must be electronically submitted through
Grants.gov. Only applicants who comply with all submission requirements
described in this notice and electronically submit valid applications
through Grants.gov will be eligible for award.

FOR FURTHER INFORMATION CONTACT: For further information concerning
this notice, contact Ms. Steronica Mattocks, U.S. Department of
Transportation, Office of Small and Disadvantaged Business Utilization,
1200 New Jersey Avenue SE., Washington, DC, 20590. Telephone: (202)
366-0658. Email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: OSDBU will enter into Cooperative Agreements
with these organizations to provide outreach to the small business
community in their designated region and provide financial and
technical assistance, business training programs, business assessment,
management training, counseling, marketing and outreach, and the
dissemination of information, to encourage and assist small businesses
to become better prepared to compete for, obtain, and manage DOT funded
transportation-related contracts and subcontracts at the federal, state
and local levels. Throughout this notice, the term ``small business''
will refer to: 8(a), small disadvantaged businesses (SDB),
disadvantaged business enterprises (DBE), women owned small businesses
(WOSB), HubZone, service disabled veteran owned businesses (SDVOB), and
veteran owned small businesses (VOSB). Throughout this notice,
``transportation-related'' is defined as the maintenance,
rehabilitation, restructuring, improvement, or revitalization of any of
the nation's modes of transportation.
    Funding Opportunity Number: USDOT-OST-OSDBU/SBTRCNW-2017-1.
    Catalog of Federal Domestic Assistance (CFDA) Number: 20.910
Assistance to Small and Disadvantaged Businesses.
    Type of Award: Cooperative Agreement Grant.
    Award Ceiling: $175,000.
    Award Floor: $160,000.
    Program Authority: DOT is authorized under 49 U.S.C. 332 (b) (4),
(5) & (7) to design and carry out programs to assist small
disadvantaged businesses in getting transportation-related contracts
and subcontracts; develop support mechanisms, including management and
technical services, that will enable small disadvantaged businesses to
take advantage of those business opportunities; and to make
arrangements to carry out the above purposes.

Table of Contents

A. Program Description and Goals
B. Federal Award Information
C. Eligibility Information
    1. Eligible Applicant
    2. Program/Recipient Requirements
    3. Office of Small and Disadvantaged Business Utilization
(OSDBU) Responsibilities
D. Application and Submission Information
E. Application Review
    1. Selection Criteria
    a. Approach and Strategy
    b. Linkages
    c. Organizational Capability
    d. Staff Capabilities and Experience
    e. Cost Proposal (Budget)
    f. Scoring Application
    g. Conflicts of Interest
    2. Review and Selection Process
F. Federal Award Administration
    a. Administrative and National Policy Requirements
    b. Reporting
G. Federal Awarding Agency Contacts
H. Protection of Confidential Business Information

A. Program Description and Goals

    The national SBTRC program utilizes Cooperative Agreements with
chambers of commerce, trade associations, educational institutions and
business-centered community based organizations to establish SBTRCs to
provide business training, technical assistance and information to DOT
grantees and recipients, prime contractors and subcontractors. In order
to be effective and serve their target audience, the SBTRCs must be
active in the local transportation community in order to identify and
communicate opportunities and provide the required technical
assistance. SBTRCs must already have, or demonstrate the ability to,
establish working relationships with the state and local transportation
agencies and technical assistance agencies (i.e. The U.S. Department of
Commerce's Minority Business Development Centers (MBDCs), Small
Business Development Centers (SBDCs), and Procurement Technical
Assistance Centers (PTACs), SCORE and State DOT highway supportive
services contractors in their region. Utilizing these relationships and
their own expertise, the SBTRCs are involved in activities such as
information dissemination, small business counseling, and technical
assistance with small businesses currently doing business with public
and private entities in the transportation industry.
    Effective outreach is critical to the success of the SBTRC program.
In order for their [middot] outreach efforts to be effective, SBTRCs
must be familiar with DOT' s Operating Administrations, its funding
sources, and how funding is awarded to DOT grantees, recipients,
contractors, subcontractors, and its financial assistance programs.
SBTRCs must provide outreach to the regional small business
transportation community to disseminate information and distribute DOT-
published marketing materials, such as Short Term Lending Program
(STLP) Information, Bonding Education Program (BEP) information, SBTRC
brochures and literature, DOT Procurement Forecasts; Contracting with
DOT booklets, Women and Girls in Transportation Initiative (WITI)
information, and any other materials or resources that DOT or OSDBU may
develop for this purpose. To maximize outreach, the SBTRC may be called
upon to participate in regional and national conferences and seminars.
Quantities of DOT publications for on-hand inventory and dissemination
at conferences and seminars will be available upon request from the
OSDBU office.

B. Federal Award Information

    The DOT established OSDBU in accordance with Public Law 95-507, an
amendment to the Small Business Act and the Small Business Investment
Act of 1958. The mission of OSDBU at DOT is to ensure that the small
and disadvantaged business policies and goals of the Secretary of
Transportation are developed and implemented in a fair, efficient and
effective manner to serve small and disadvantaged businesses throughout
the country. The OSDBU also administers the provisions of Title 49,
Section, 332, the Minority Resource Center (MRC) which includes the
duties of advocacy, outreach and financial services on behalf of small
and disadvantaged business and those certified under 49 CFR parts 23
and 26 as Disadvantaged Business Enterprises (DBE) and the development
of programs to encourage, stimulate, promote and assist small
businesses to become better prepared to compete for, obtain and manage
transportation-related contracts and subcontracts.
    The Regional Assistance Division of OSDBU, through the SBTRC
program, allows OSDBU to partner with local organizations to offer a
comprehensive delivery system of business training, technical
assistance and dissemination of information, targeted towards small
business transportation enterprises in their regions. The SBTRCs are
established and funded through Cooperative Agreements between eligible
applicants mid OSDBU. The SBTRCs function as regional offices of

OSDBU and fully execute the mission of the OSDBU nationally.
    OSDBU enters into Cooperative Agreements with recipients to
establish and fund a regional SBTRC. Under the Cooperative Agreement
OSDBU will be ``substantially involved'' with the overall operations of
the SBTRC. This involvement includes directing SBTRC staff to travel
and represent OSDBU on panels and events. OSDBU will make one award
under this announcement. Award ceiling for this announcement is
$175,000. The recipient will begin performing on the award on March 1,
2017 and the period of performance (POP) will be March 1, 2017 to
February 28, 2018. This is a 1 year grant with an option to renew for 2
additional years at the discretion of U.S. DOT.
    Cooperative agreement awards will be distributed to the region(s)
as follows:

Northwest Region
    Ceiling: $175,000 per year
    Floor: [middot] $160,000 per year

    Cooperative agreement awards by region are based upon an analysis
of DBEs, Certified Small Businesses, and US DOT transportation dollars
in each region.
    It is OSDBU's intent to maximize the benefits received by the small
business transportation community through the SBTRC. Funding will
reimburse an on-site Project Director for 100% of salary plus fringe
benefits, an on-site Executive Director up to 20% of salary plus fringe
benefits, up to 100% of a Project Coordinator salary plus fringe
benefits, the cost of designated SBTRC space, other direct costs, and
all other general and administrative expenses. Selected SBTRC partners
will be expected to provide in-kind administrative support. Submitted
proposals must contain an alternative funding source with which the
SBTRC will fund administrative support costs. Preference will be given
to proposals containing in-kind contributions for the Project Director,
the Executive Director, the Project Coordinator, cost of designated
SBTRC space, other direct costs, and all other general and
administrative expenses. The SBTRC will furnish all labor, facilities
and equipment to perform the services described in this announcement.

C. Eligibility Information

1. Eligible Applicant
    To be eligible, an organization must be an established, nonprofit,
community-based organization, transportation-related trade association,
chamber of commerce, college or university, community college, and any
other qualifying transportation-related non-profit organization which
has the documented experience and capacity necessary to successfully
operate and administer a coordinated delivery system that provides
access for small businesses to prepare and compete for transportation-
related contracts.
    In addition, to be eligible, the applicant organization must:
    (a) Be an established 501 C (3) or 501 C (6) tax-exempt
organization and provide documentation as verification. No application
will be accepted without proof of tax-exempt status;
    (b) Have at least one year of documented and continuous experience
prior to the date of application in providing advocacy, outreach, and
technical assistance to small businesses within the region in which
proposed services will be provided. Prior performance providing
services to the transportation community is preferable, but not
required; and
    (c) Have an office physically located within the proposed city in
the designated headquarters state in the region for which they are
submitting the proposal that is readily accessible to the public.
2. Program Requirements/Recipient Responsibilities
(a) Assessments, Business Analyses
    Conduct an assessment of small businesses in the SBTRC region to
determine their training and technical assistance needs, and use
information that is available at no cost to structure programs and
services that will enable small businesses to become better prepared to
compete for and receive transportation-related contract awards.
(b) General Management and Technical Training and Assistance
    Utilize OSDBU's Intake Form to document each small business
assisted by the SBTRC and type of service(s) provided. A complete list
of businesses that have filled out the form shall be submitted as part
of the SBTRC report, submitted via email to the Regional Assistance
Division on a regular basis (using the SBTRC report). This report will
detail SBTRC activities and performance results. The data provided must
be supported by the narrative (if asked).
    Ensure that an array of information is made available for
distribution to the small business transportation community that is
designed to inform and educate the community on DOT/OSDBU services and
opportunities. Coordinate efforts with OSDBU in order to maintain an
on-hand inventory of DOT/OSDBU informational materials for general
dissemination and for distribution at transportation-related
conferences and other events.
(c) Business Counseling
    Collaborate with agencies, such as State, Regional, and Local
Transportation Government Agencies, SBA, U.S. Department of Commerce's
Minority Business Development Centers (MBDCs), Service Corps of Retired
Executives (SCORE), Procurement Technical Assistance Centers (PTACs),
and Small Business Development Centers (SBDCs), to offer a broad range
of counseling services to transportation-related small business
enterprises.
    Create a technical assistance plan that will provide each counseled
participant with the knowledge and skills necessary to improve the
management of their own small business to expand their transportation-
related contracts and subcontracts portfolio.
    Provide a minimum of 20 hours of individual or group counseling
sessions to small businesses per month. This counseling includes in-
person meetings or over the phone, and does not include any time taken
to do email correspondence.
(d) Planning Committee
    Establish a Regional Planning Committee consisting of at least 10
members that includes representatives from the regional community and
federal, state, and local agencies. The highway, airport, and transit
authorities for the SBTRCs region state must have representation on the
planning committee.
    The committee shall be established no later than 60 days after the
execution of the Cooperative Agreement between the OSDBU and the
selected SBTRC. Provide a forum for the federal, state, and local
agencies to disseminate information about upcoming DOT procurements and
SBTRC activities.
    Hold either monthly or quarterly meetings at a time and place
agreed upon by SBTRC and planning committee members (conference calls
and/or video conferences are acceptable).
    Use the initial session hosted by the SBTRC to explain the mission
of the committee and identify roles of staff and the members of the
group.
    Responsibility for the agenda and direction of the Planning
Committee should be handled by the SBTRC Project Director or his/her
designee.
(e) Outreach Services/Conference Participation
    Utilize the services of the System for Award Management (SAM) and
other

sources to construct a database of regional small businesses that
currently are or may in the future participate in DOT direct and DOT
funded transportation related contracts and make this database
available to OSDBU upon request. Utilize the database of regional
transportation-related small businesses to match opportunities
identified through the planning committee forum, FedBiz Opps (a web-
based system for posting solicitations and other Federal procurement-
related documents on the Internet), and other sources to eligible small
businesses and inform the small business community about those
opportunities.
    Develop a ``targeted'' database of firms (100-150) that have the
capacity and capabilities, and are ready, willing and able to
participate in DOT contracts and subcontracts immediately. This control
group will receive ample resources from the SBTRC, i.e., access to
working capital, bonding assistance, business counseling, management
assistance and direct referrals to DOT agencies at the state and local
levels, and to prime contractors as effective subcontractor firms.
Identify regional, state and local conferences where a significant
number of small businesses, with transportation related capabilities,
are expected to be in attendance. Maintain and submit a list of those
events to the regional Assistance Division for review and posting on
the OSDBU Web site on a regular basis. Clearly identity the events
designated for SBTRC participation and include recommendations for
OSDBU participation. Thisinformation can be submitted as part of the
SBTRC report.
    Conduct outreach and disseminate information to small businesses at
regional transportation-related conferences, seminars, and workshops.
In the event that the SBTRC is requested to participate in an event,
the OSDBU will provide DOT materials, the OSDBU banner and other
information that is deemed necessary for the event.
    Submit a conference summary report within the ``Events'' section of
the SBTRC Report. The conference summary report should summarize the
activity, contacts made, outreach results, and recommendations for
continued or discontinued participation in future similar events
sponsored by that organization.
    Upon request by OSDBU, coordinate efforts with DOT's grantees and
recipients at the state and/or local levels to sponsor or cosponsor and
OSDBU transportation related conference in the region (commonly
referred to as ``Small Business Summits'').
    Participate in the SBTRC Monthly teleconference call, hosted by the
OSDBU Regional Assistance Division.
(f) Short Term Lending Program (STLP)
    Work with STLP participating banks and if not available, other
institutions to deliver a minimum of five (5) seminars/workshops per
year on the STLP, and/or other financial assistance programs, to the
transportation-related small business community. Seminars/workshops
must cover the entire STLP/loan process, form completion of STLP/loan
applications and preparation of the loan package.
    Provide direct support, technical support, and advocacy services to
potential STLP applicants to increase the probability of STLP loan
approval and generate a minimum of four (4) completed STLP applications
per year.
    Provide direct support, technical support, and advocacy services to
Small and Disadvantaged Businesses interested in obtaining a loan from
another type of Government Lending Program. Government Lending Programs
include Federal, State, and Local level programs. The SBTRC will be
required to generate a minimum of three (3) completed Government
Lending Program applications per year.
(g) Bonding Education Program (BEP)
    Work with OSDBU, bonding industry partners, local small business
transportation stakeholders, and local bond producers/agents in your
region to deliver a minimum of two (2) complete Bonding Education
Programs and secure 3% of the total DBE contract value for each
transportation project. The BEP consists of the following components;
(1) the stakeholder's meeting; (2) the educational workshops component;
(3) the bond readiness component; and (4) follow-on assistance to BEP
participants to provide technical and procurement assistance based on
the prescriptive plan determined by the BEP. For each BEP event, work
with the local bond producers/agents in your region and the
disadvantaged business participants to deliver a minimum of ten (10)
disadvantaged business participants in the BEP with either access to
bonding or an increase in the bonding capacity. The programs will be
funded separately and in addition to the amount listed in 1.3 of the
solicitation.
(h) Women and Girls in Transportation Initiative (WITI)
    Pursuant to Executive Order 13506, and 49 U.S.C. 332 (b)(4) & (7),
the SBTRC shall administer the WITI in their geographical region. The
SBTRC shall implement the DOT WITI program as defined by the DOT WITI
Policy. The WITI program is designed to identify, educate, attract, and
retain women and girls from a variety of disciplines in the
transportation industry. The SBTRC shall also be responsible for
outreach activities in the implementation of this program and
advertising the WITI program to all colleges and universities and
transportation enemies in their region. The WITI program shall be
developed in conjunction with the skill needs of the US DOT, state and
local transportation agencies and appropriate private sector
transportation related participants including, S/WOBs/DBEs, and women
organizations involved in transportation. Emphasis shall be placed on
establishing partnerships with transportation-related businesses. The
SBTRC will be required to host 1 WITI event and attend at least 5
events where WITI is presented and marketed.
    Each region will establish a Women and Girls in Transportation
Advisory Committee. The committee will provide a forum to identify and
provide workable solutions to barriers that women-owned businesses
encounter in transportation-related careers. The committee will have 5
members (including the SBTRC Project Director) with a 1 year
membership. Meetings will be conducted on a quarterly basis at an
agreeable place and time.
3. Office of Small and Disadvantaged Business Utilization (OSDBU)
Responsibilities
    (a) Provide consultation and technical assistance in planning,
implementing, and evaluating activities under this announcement.
    (b) Provide orientation and training to the applicant organization.
    (c) Monitor SBTRC activities, cooperative agreement compliance, and
overall SBTRC performance.
    (d) Assist SBTRC to develop or strengthen its relationships with
federal, state, and local transportation authorities, other technical
assistance organizations, and DOT grantees.
    (e) Facilitate the exchange and transfer of successful program
activities and information among all SBTRC regions.
    (f) Provide the SBTRC with DOT/OSDBU materials and other relevant
transportation related information for dissemination.
    (g) Maintain effective communication with the SBTRC and inform them
of transportation news and contracting opportunities to share with
small businesses in their region.
    (h) Provide all required forms to be used by the SBTRC for
reporting purposes under the program.

    (i) Perform an annual performance evaluation of the SBTRC.
Satisfactory performance is a condition of continued participation of
the organization as an SBTRC and execution of all option years.

D. Application and Submission Information

(a) Format for Proposals
    Each proposal must be submitted to Grants.gov in the format set
forth in the application form attached as Appendix A to this
announcement.
(b) Address; Number of Copies; Deadlines for Submission
    Any eligible organization, as defined in Section C of this
announcement, will submit only one proposal per region for
consideration by OSDBU. Applications must be double spaced, and printed
in a font size not smaller than 12 points. Applications will not exceed
35 single-sided pages, not including any requested attachments. All
pages should be numbered at the top of each page. All documentation,
attachments, or other information pertinent to the application must be
included in a single submission. Proposal packages must be submitted
electronically to Grants.gov.
    (c) Each applicant must be registered in System for Award
Management (SAM) [middot] and provide their unique Entity Identifier
with the proposal.
    (d) Each application must include the most recent two years of the
applying organization's financial statements. We prefer to receive
audited, but reviewed financial statements are acceptable.
    (e) Applications will not be accepted if they do not include all
required information.
    (f) Proposals must be received in Grants.gov no later than February
3, 2017, 6:00 p.m. Eastern Standard Time (EST).

E. Application Review

1. Selection Criteria
    OSDBU will award the cooperative agreement on a best value basis,
using the following criteria to rate and rank applications:
    Applications will be evaluated using a point system (maximum number
of points = 100);

[cir] Approach and strategy (25 points)
[cir] Linkages (25 points)
[cir] Organizational Capability (25 points)
[cir] Staff Capabilities and Experience (15 points)
[cir] Cost Proposal (10 points)
(a) Approach and Strategy (25 Points)
    The applicant must describe their strategy to achieve the overall
mission of the SBTRC as described. in this solicitation and service the
small business community in their entire geographic regional area. The
applicant must also describe how the specific activities outlined in
Section C will be implemented and executed in the organization's
regional area. OSDBU will consider the extent to which the proposed
objectives are specific, measurable, time specific, and consistent with
OSDBU goals and the applicant organization's overall mission. OSDBU
will give priority consideration to applicants that demonstrate
innovation and creativity in their approach to assist small businesses
to become successful transportation contractors and increase their
ability to access DOT contracting opportunities and financial
assistance programs. Applicants must also submit the estimated direct
costs, other than labor, to execute their proposed strategy. OSDBU will
consider the quality of the applicant's plan for conducting program
activities and the likelihood that the proposed methods will be
successful in achieving proposed objectives at the proposed cost.
(b)Linkages (25 Points)
    The applicant must describe their established relationships within
their geographic region and demonstrate their ability to coordinate and
establish effective networks with DOT grant recipients and local/
regional technical assistance agencies to maximize resources. OSDBU
will consider innovative aspects of the applicant's approach and
strategy to build Upon their existing relationships and establish
networks with existing resources in their geographical area. The
applicant should describe their strategy to obtain and collaboration on
SBTRC from DOT grantees and recipients, transportation prime
contractors and subcontractors, the SBA, U.S. Department of Commerce's
Minority Business Development Centers (MBDCs), Service Corps of Retired
Executives (SCORE), State DOTs, and State Highway supportive services
contractors. In rating this factor, OSDBU will consider the extent to
which the applicant demonstrates ability to multidimensional.
    The applicant must demonstrate that they have the ability to access
a broad range of supportive services to effectively serve a broad range
of transportation-related small businesses within their respective
geographical region. Emphasis will also be placed on the extent to
which the applicant identifies a clear outreach strategy related to the
identified needs that can be successfully carried out within the period
of this agreement and a plan for involving the Planning Committee in
the execution of that strategy.
(c) Organizational Capability (25 Points)
    The applicant must demonstrate that they have the organizational
capability to meet the program requirements set forth in Section C. The
applicant organization must have sufficient resources and past
performance experience to successfully provide outreach to
transportation-related small businesses in their geographical area and
carry out the mission of the SBTRC. In rating this factor, OSDBU will
consider the extent to which the applicant's organization has recent,
relevant and successful experience in advocating for and addressing the
needs of small businesses. Applicants will be given points for
demonstrated past transportation-related performance. The applicant
must also describe technical and administrative resources it plans to
use in achieving proposed objectives. In their description, the
applicant must describe their facilities, computer and technical
facilities, ability to tap into volunteer staff time, and a plan for
sufficient matching alternative financial resources to fund the general
and administrative costs of the SBTRC. The applicant must also describe
their administrative and financial staff. It will be the responsibility
of the successful candidate to not only provide the services outlined
herein to small business in the transportation industry, but to also
successfully manage and maintain their internal financial, payment, and
invoicing process with their financial management offices. OSDBU will
place an emphasis on capabilities of the applicant's financial
management staff. Additionally, a site visit will be required prior to
award for those candidates that are being strongly considered. A member
of the OSDBU team will contact those candidates to schedule the site
visits prior to the award of the agreement.
(d) Staff Capability and Experience (15 Points)
    The applicant organization must provide a list of proposed
personnel for the project, with salaries, fringe benefit burden
factors, education levels and previous experience clearly delineated.
The applicant's project team must be well-qualified, knowledgeable, and
able to effectively serve the diverse and broad range of small
businesses in their geographical region. The Executive Director and the
Project Director shall be deemed key personnel. Detailed resumes must
be submitted for all

proposed key personnel and outside consultants and subcontractors.
Proposed key personnel must have detailed demonstrated experience
providing services similar in scope and nature to the proposed effort.
The proposed Project Director will serve as the responsible individual
for the program. 100% of the Project Director's time must be dedicated
to the SBTRC. Both the Executive and Project Directors must be located
on-site. In this element, OSDBU will consider the extent to which the
applicant's proposed Staffing Plan; (a) clearly meets the education and
experience requirements to accomplish the objectives of the cooperative
agreement; (b) delineates staff responsibilities and accountability for
all work required and; (c) presents a clear and feasible ability to
execute the applicant's proposed approach and strategy.
(e) Cost Proposal (10 Points)
    Applicants must submit the total proposed cost of establishing and
administering the SBTRC in the applicant's geographical region for a 12
month period, inclusive of costs funded through alternative matching
resources. The applicant's budget must be adequate to support the
proposed strategy and costs must be reasonable in relation to project
objectives. The portion of the submitted budget funded by OSDBU cannot
exceed the ceiling outlined in Section B. Applicants are encouraged to
provide in-kind costs and other innovative cost approaches.
(f) Scoring Applications
    A review panel will score each application based upon the
evaluation criteria listed above. Points will be given for each
evaluation criteria category, not to exceed the maximum number of
points allowed for each category. Proposals which are deemed non-
responsive, do not meet the established criteria, or incomplete at the
time of submission will be disqualified.
    OSDBU will perform a responsibility determination of the
prospective awardee in the region, which will include a site visit,
before awarding the cooperative agreement.
(g) Conflicts of Interest
    Applicants must submit signed statements by key personnel and all
organization principals indicating that they, or members of their
immediate funded transportation project, nor any relationships with
local or state transportation agencies that may have the appearance of
a conflict of interest.
2. Review and Selection Process
    A team of people will evaluate the proposals. Those proposals
meeting the mandatory criteria will be assessed based on the above
mentioned criteria. The proposals demonstrating the organization's
capacity to fully execute the requirements of this grant will be
considered. The proposal receiving the highest overall score will be
awarded.

F. Federal Award Administration

    Following the evaluation outlined in Section E, the OSDBU will
announce the awarded applicant with a written Notice of Funding Award.
The NOFA will also include the cooperative agreement for signature.
(a) Administrative and National Policy Requirements
    All awards will be administered pursuant to the Uniform
Administrative Cost Principles and Audit Requirements for Federal
Awards found in 2 CFR part 200, as adopted by DOT as 2 CFR partl201.
(b) Reporting
    Performance Reporting--The recipient of this cooperative agreement
must collect information and report on the cooperative agreement
performance with respect to the relevant deliverables that are expected
to be achieved through the cooperative agreement. Performance
indicators will include formal goals or targets, but will include
baseline measures for an agreed-upon timeline, and will be used to
evaluate and monitor the results that the cooperative agreement funds
achieve to ensure that funds achieve the intended long-term outcomes of
the cooperative agreement program.
    Progress Reporting--The recipient for this cooperative agreement
funding must submit quarterly progress reports and annual Federal
Financial Report (SF-425) on the financial condition of the cooperative
agreement and its progress, as well as an Annual Budget Review and
Implementation Plan to monitor the use of Federal funds and ensure
accountability and financial transparency in the program.

G. Federal Awarding Agency Contracts

    For further information this notice please contact the OSDBU
program staff via email at<EMAIL_ADDRESS>or call Ms. Steronica
Mattocks at<PHONE_NUMBER>. To ensure applicants receive accurate
information about eligibility or the program, the applicant is
encouraged to contact DOT directly, rather than through intermediaries
or third parties, with questions.

H. Protection of Confidential Business Information

    All information submitted as part of or in support of any
application shall use publicly available data or data that can be made
public and methodologies that are accepted by industry practice and
standards, to the extent possible. If the application includes
information you consider to be a trade secret or confidential
commercial or financial information, the applicant should do the
following: (1) Note on the front cover that the submission ``Contains
Confidential Business Information (CBI)''; (2) mark each affected page
``CBI''; and (3) highlight or otherwise denote the CBI portions. DOT
protects such information from disclosure to the extent allowed under
applicable law. In the event DOT received a Freedom of Information Act
(FOIA) request for the information, DOT will follow the procedures
described in its FOIA regulation as 49 CFR 7.17. Only information that
is ultimately determined to be confidential under that procedure will
be exempt from disclosure under FOIA.

    Issued On: December 5, 2016.
Torre Jessup,
Director.
[FR Doc. 2016-29836 Filed 12-12-16; 8:45 am]
BILLING CODE 4910-P


[Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)]
[Notices]
[Pages 50700-50703]
[FR Doc No: 2017-23695]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32884; 812-14683]

The Relative Value Fund et al.

October 26, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    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) 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: Applicants request an order to permit certain registered
closed-end management investment companies to issue multiple classes of
shares and to impose asset-based distribution and/or service fees,
early withdrawal charges (``EWCs'') and early repurchase fees.

Applicants: The Relative Value Fund and the Infinity Core Alternative
Fund (the ``Initial Funds'') and Vivaldi Asset Management, LLC (the
``Adviser'').

DATES: The application was filed on August 8, 2016 and amended on March
8, 2017 and June 30, 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 20, 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: Vivaldi Asset
Management, LLC, 225 W. Wacker Drive, Suite 2100, Chicago IL 60606; The
Relative Value Fund and the Infinity Core Alternative Fund c/o UMB Fund
Services, Inc., 235 West Galena Street, Milwaukee, WI 53212.

FOR FURTHER INFORMATION CONTACT: Rachel Loko, Senior Counsel or Holly
Hunter-Ceci, Assistant Chief Counsel, at<PHONE_NUMBER> (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<PHONE_NUMBER>.

Applicants' Representations

    1. The Relative Value Fund is a Delaware statutory trust that is
registered under the Act as a non-diversified, closed-end management
investment company. The Relative Value Fund's investment objective is
long-term capital appreciation. The Relative Value Fund seeks to
achieve its investment objective by generating attractive long-term
returns with low sensitivity to traditional equity and fixed income
indices through a ``multi-manager'' approach implementing strategies
including without limitation, global macro, opportunistic equity anf
fixed income, systematic and arbitrage strategies that invest in
different asset classes, securities and derivatives instruments. The
Infinity Core Alternative Fund is a Maryland statutory trust that is
registered under the Act as a non-diversified, continuously offered
closed-end management investment company. The Infinity Core Alternative
Fund's investment objective is long-term capital growth. The Infinity
Core Alternative Fund seeks to achieve its investment objective by
operating as a ``fund of funds'' that invests primarily in general or
limited partnerships, funds, corporations, trusts or other investment
vehicles based primarily in the United States that invest or trade in a
wide range of securities, and, to a lesser extent, other property and
currency interests. The Infinity Core Alternative Fund may also make
investments meant to hedge exposures deemed too risky or to invest in
strategies not employed by investment funds or to hedge a position in
an investment fund that is locked-up or difficult to sell.
    2. The Adviser, a Delaware limited liability company, is registered
as an investment adviser under the Investment Advisers Act of 1940, as
amended. The Adviser serves as investment adviser to the Initial Funds.
    3. The applicants seek an order to permit the Initial Funds to
issue multiple classes of shares and to impose asset-based distribution
and/or service fees and EWCs.
    4. Applicants request that the order also apply to any continuously
offered registered closed-end management investment company 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 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 the Initial Funds, the ``Funds'').\2\
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    \1\ A 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.
    \2\ Any 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.
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    5. The Initial Funds are currently making a continuous public
offering of beneficial interest in connection with their registration
statement. 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 quoted on any quotation medium. The Funds do not expect
there to be a secondary trading market for their shares.
    6. If the requested relief is granted, the Relative Value Fund will
offer Advisor Class Shares alongside its current CIA Class Shares and
the Infinity Core Alternative Fund will amend its registration
statement to continuously offer at least one additional class of shares
(the ``New Class Shares'') alongside its currently offered Initial
Class Shares. Each of the Adviser Class Shares, the CIA Class Shares,
the Initial Class Shares and the New Class Shares will have their own
fee and expense structure. The Funds may in the future offer additional
classes of shares and/or another sales charges structure. Because of
the different distribution fees, services and any other class expenses
that may be attributable to the each class of 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 other
share classes in the following respects: (i) The amount of fees
permitted by different distribution plans or different service fee
arrangements; (ii) voting rights with respect to a distribution 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 or service fee arrangement or in class
expenses; (vi) any EWC or other sales load structure; and (vii)
exchange or conversion privileges of the classes as permitted under the
Act.
    8. Applicants state that shares of a Fund may be subject to an
early repurchase fee (``Early Repurchase Fee'') at a rate of no greater
than 2% of the aggregate net asset value of a shareholder's shares
repurchased by the Fund if the interval between the date of purchase of
the shares and the valuation date with respect to the repurchase of
those shares is less than one year. Any Early Repurchase Fees will
apply equally to all classes of shares of a Fund, consistent with
section 18 of the Act and rule 18f-3 thereunder. To the extent a Fund
determines to waive, impose scheduled variations of, or eliminate any
Early Repurchase Fee, it will do so consistently with the requirements
of rule 22d-1 under the Act as if the Early Repurchase Fee were a CDSL
(defined below) and as if the Fund were an open-end investment company
and the Fund's waiver of, scheduled variation in, or elimination of,
any such Early Repurchase Fee will apply uniformly to all shareholders
of the Fund regardless of class. Applicants state that the Initial
Funds do not intend to impose an Early Repurchase Fee.
    9. Applicants state that the Relative Value Fund has adopted a
fundamental policy to repurchase a specified percentage of its shares
at net asset value on a quarterly basis. Such repurchase offers will be
conducted pursuant to rule 23c-3 under the Act. The Infinity Core
Alternative Fund provides periodic liquidity with respect to its shares
pursuant to Rule 13e-4 under the Exchange Act. Each of the Future Funds
will likewise adopt fundamental investment policies and make periodic
repurchase offers to its shareholders in compliance with rule 23c-3 or
will provide periodic liquidity with respect to its shares pursuant to
rule 13e-4 under the Exchange Act.\3\ Any repurchase offers made by the
Funds will be made to all holders of shares of each such Fund.
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    \3\ Applicants 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.
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    10. Applicants represent that any asset-based service and/or
distribution fees for each class of shares of the Funds will comply
with the provisions of the NASD Rule 2830(d) (``NASD Sales Charge
Rule'').\4\ Applicants also represent that each Fund will disclose in
its prospectus the fees, expenses and other characteristics of each
class of shares offered for sale by the prospectus, as is required for
open-end multiple class funds under Form N-1A. 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.\5\ In addition,
applicants will comply with applicable enhanced fee disclosure
requirements for fund of funds, including registered funds of hedge
funds.\6\
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    \4\ Any reference to the NASD Sales Charge Rule includes any
successor or replacement to the NASD Sales Charge Rule.
    \5\ See 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).
    \6\ Fund 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.
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    11. Each of the Funds will comply with any requirements that the
Commission or FINRA may adopt regarding disclosure at the point of sale
and in transaction confirmations about the costs and conflicts of
interest arising out of the distribution of open-end investment company
shares, and regarding prospectus disclosure of sales loads and revenue
sharing arrangements, as if those requirements applied to the Fund. In
addition, each Fund will contractually require that any distributor of
the Fund's shares comply with such requirements in connection with the
distribution of such Fund's shares.
    12. Each Fund will allocate all expenses incurred by it among the
various classes of shares based on the net assets of that Fund
attributable to each class, except that the net asset value and
expenses of each class will reflect the expenses associated with the
distribution plan of that class, service fees attributable to that
class (if any), including transfer agency fees, and any other
incremental expenses of that class. Expenses of a 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.
    13. Applicants state that each Fund may impose an EWC on shares
submitted for repurchase that have been held less than a specified
period and may waive the EWC for certain categories of shareholders or
transactions to be established from time to time. Applicants state that
each Fund will apply the EWC (and any waivers or

scheduled variations, or elimination of the EWC) 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.
    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 such 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 EWC as if it were a contingent
deferred sales load (``CDSL'').

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) 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 securities 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 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 EWCs on shares of the Funds submitted for repurchase
that have been held for less than a specified period.
    5. Applicants state that the EWCs they intend to impose are
functionally similar to CDSLs imposed by open-end investment companies
under rule 6c-10 under the Act. Rule 6c-10 permits open-end investment
companies to impose CDSLs, subject to certain conditions. Applicants
note that rule 6c-10 is grounded in policy considerations supporting
the employment of CDSLs where there are adequate safeguards for the
investor and state that the same policy considerations support
imposition of EWCs in the interval fund context. In addition,
applicants state that EWCs may be necessary for the distributor to
recover distribution costs. Applicants represent that any EWC 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 EWCs in accordance with the requirements of Form N-1A
concerning CDSLs.

Asset-Based Distribution and/or 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/or 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 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 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
NASD Sales Charge Rule, 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. 2017-23695 Filed 10-31-17; 8:45 am]
 BILLING CODE 8011-01-P