[Federal Register Volume 87, Number 78 (Friday, April 22, 2022)]
[Notices]
[Page 24154]
[FR Doc No: 2022-08650]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9743-01-OAR]

Announcing Upcoming Meeting of Mobile Sources Technical Review
Subcommittee

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: Pursuant to the Federal Advisory Committee Act, the
Environmental Protection Agency (EPA) announces an upcoming meeting of
the Mobile Sources Technical Review Subcommittee (MSTRS), which is a
subcommittee under the Clean Air Act Advisory Committee (CAAAC). This
is a virtual meeting and open to the public. The meeting will include
discussion of current topics and presentations about activities being
conducted by EPA's Office of Transportation and Air Quality. MSTRS
listserv subscribers will receive notification when the agenda is
available on the Subcommittee website. To subscribe to the MSTRS
listserv, send an email to [email protected].

DATES: EPA will hold a virtual public meeting on Wednesday May 25, 2022
from 10:30 a.m. to 5:00 p.m. Eastern Daylight Time (EDT). Please
monitor the website https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac for any changes to meeting logistics.
The final meeting agenda will be posted on the website.

ADDRESSES: For information on the public meeting or to register to
attend, please contact [email protected].

FOR FURTHER INFORMATION CONTACT: Any member of the public who wishes to
attend the meeting or provide comments should express this intent by
emailing [email protected] no later than Wednesday May 11, 2022. Further
information concerning this public meeting and general information
concerning the MSTRS can be found at: https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac. Other MSTRS
inquiries can be directed to Julia Burch, the Designated Federal
Officer for MSTRS, Office of Transportation and Air Quality, at 202-
564-0961 or [email protected].

SUPPLEMENTARY INFORMATION: During the meeting, the Subcommittee may
also hear progress reports from its workgroups as well as updates and
announcements on Office of Transportation and Air Quality activities of
general interest to attendees.
    Participation in virtual public meetings. The virtual public
meeting will provide interested parties the opportunity to participate
in this Federal Advisory Committee meeting.
    EPA is asking all meeting attendees, even those who do not intend
to speak, to register for the meeting by sending an email to the
address listed in the FOR FURTHER INFORMATION CONTACT section above, by
Wednesday May 11, 2022. This will help EPA ensure that sufficient
participation capacity will be available.
    Please note that any updates made to any aspect of the meeting
logistics, including potential additional sessions, will be posted
online at https://www.epa.gov/caaac/mobile-sources-technical-review-subcommittee-mstrs-caaac. While EPA expects the meeting to go forward
as set forth above, please monitor the website for any updates.
    For individuals with disabilities: For information on access or
services for individuals with disabilities, please email [email protected].
To request accommodate of a disability, please email [email protected],
preferably at least 10 business days prior to the meeting, to give EPA
as much time as possible to process your request.

Julia Burch,
Designated Federal Officer, Mobile Source Technical Review
Subcommittee, Office of Transportation and Air Quality.
[FR Doc. 2022-08650 Filed 4-21-22; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 84, Number 34 (Wednesday, February 20, 2019)]
[Notices]
[Pages 5173-5176]
[FR Doc No: 2019-02740]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85127; File No. SR-MRX-2019-03]

Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing
and Immediate Effectiveness of a Proposed Rule Change To Adopt an
Options Regulatory Fee

February 13, 2019.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on February 1, 2019, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed
with the Securities and Exchange Commission (the ``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Options 7, Section 5 to adopt an
Options Regulatory Fee or ``ORF''.
    The text of the proposed rule change is available on the Exchange's
website at http://nasdaqmrx.cchwallstreet.com/, at the principal office
of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    MRX proposes to amend its rules at Options 7, Section 5 to adopt an
ORF. Specifically, MRX proposes to adopt an ORF of $0.0004 per contract
side as of February 1, 2019 at Options 7, Section 5, A. The Exchange
proposes to re-letter current ``A'' (FINRA Web CRD Fees) as ``B.'' MRX
has been operating since 2016. Initially MRX did not adopt an ORF as it
was a new market. MRX proposes to adopt an ORF at this time. The
Exchange's proposed ORF should balance the Exchange's regulatory
revenue against the anticipated regulatory costs.
Collection of ORF
    MRX would assess the proposed ORF for each customer option
transaction that is either: (1) Executed by a Member on MRX; or (2)
cleared by a MRX Member at The Options Clearing Corporation (``OCC'')
in the customer range,\3\ even if the transaction was executed by a
non-member of MRX, regardless of the exchange on which the transaction
occurs.\4\ If the OCC Clearing Member is an MRX Member, ORF would be
assessed and collected on all cleared customer contracts (after
adjustment for CMTA) \5\; and (2) if the OCC Clearing Member is not a
MRX Member, ORF is collected only on the cleared customer contracts
executed at MRX, taking into account any CMTA instructions which may
result in collecting the ORF from a non-member.
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    \3\ Members must record the appropriate account origin code on
all orders at the time of entry in order. The Exchange represents
that it has surveillances in place to verify that Members mark
orders with the correct account origin code.
    \4\ The Exchange would use reports from OCC when assessing and
collecting the ORF.
    \5\ CMTA or Clearing Member Trade Assignment is a form of
``give-up'' whereby the position will be assigned to a specific
clearing firm at OCC.
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    By way of example, if Broker A, an MRX Member, routed a customer
order to Cboe Exchange, Inc. (``CBOE'') and the transaction executed on
CBOE and cleared in Broker A's OCC Clearing account, ORF would be
collected by MRX from Broker A's clearing account at OCC via direct
debit. While in this example the transaction was executed on a market
other than MRX, it was cleared by an MRX Member in the member's OCC
clearing account in the customer range, therefore there would be a
regulatory nexus between MRX and the transaction. If Broker A was not
an MRX Member, then no ORF should be assessed and collected because
there is no nexus; the transaction did not execute on MRX nor was it
cleared by an MRX Member.
    In the case where a Member both executed a transaction and cleared
the transaction, the ORF would be assessed to and collected from that
Member. In the case where a Member executed a transaction and a
different Member cleared the transaction, the ORF would be assessed to
and collected from the Member who cleared the transaction and not the
Member who executed the transaction. In the case where a non-member
executed a transaction at an away market and a Member cleared the
transaction, the ORF would be assessed to and collected from the Member
who cleared the transaction. In the case where a Member executed a
transaction on MRX and a non-member cleared the transaction, the ORF
would be assessed to the Member that executed the transaction on MRX
and collected from the non-member who cleared the transaction. In the
case where a Member executed a transaction at an away market and a non-
Member cleared the transaction, the ORF would not assessed to the
Member who executed the transaction or collected from the non-member
who cleared the transaction because the Exchange would not have access
to the data to make absolutely certain that ORF should apply. Further,
the data would not allow the Exchange to identify the Member executing
the trade at an away market.
ORF Revenue and Monitoring of ORF
    The Exchange would monitor the amount of revenue collected from the
ORF to ensure that it, in combination with other regulatory fees and
fines, would not exceed regulatory costs. In determining whether an
expense is considered a regulatory cost, the Exchange would review all
costs and make determinations if there is a nexus between the expense
and a regulatory function. The Exchange notes that fines collected by
the Exchange in connection with a disciplinary matter would offset ORF.
    The ORF is designed to recover a material portion of the costs to
the Exchange of the supervision and regulation of its members,
including performing routine surveillances, investigations,
examinations, financial monitoring, and policy, rulemaking,
interpretive, and enforcement activities.
    The Exchange believes that revenue generated from the ORF, when
combined with all of the Exchange's other regulatory fees, would cover
a material portion, but not all, of the Exchange's regulatory costs.
The Exchange would monitor the amount of revenue collected from the ORF
to ensure that it, in combination with its other regulatory fees and
fines, would not exceed regulatory costs. If the Exchange determines
regulatory revenues exceed regulatory costs, the Exchange would adjust
the ORF by submitting a fee change filing to the Commission.
    The Exchange notified Members via an Options Trader Alert of the
proposed change to the ORF thirty (30) calendar days prior to the
proposed operative date, February 1, 2019.\6\ The Exchange believes
that the prior notification will ensure Members are prepared to
configure their systems to properly account for the ORF.
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    \6\ See Options Trader Alert #2018-46.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section
6(b) of the Act \7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act \8\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using its facility and is
not designed to permit unfair

discrimination between customers, issuers, brokers, or dealers.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4) and (5).
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    The Exchange believes that adopting an ORF of $0.0004 per contract
side as of February 1, 2019 is reasonable because the Exchange's
collection of ORF would be balanced against the amount of regulatory
costs incurred by the Exchange. Specifically, the ORF would balance the
Exchange's regulatory revenue against the anticipated regulatory costs.
The Exchange notes that other options markets have adopted an ORF.\9\
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    \9\ CBOE, Nasdaq Phlx LLC, The Nasdaq Options Market LLC, Nasdaq
ISE, LLC, BOX Exchange LLC and Miami International Securities
Exchange LLC are examples of options markets that have adopted an
ORF.
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    The Exchange believes that adopting an ORF of $0.0004 per contract
side as of February 1, 2019 is equitable and not unfairly
discriminatory because assessing the ORF to each Member for options
transactions cleared by OCC in the customer range where the execution
occurs on another exchange and is cleared by an MRX Member would be an
equitable allocation of reasonable dues, fees, and other charges among
its members and issuers and other persons using its facilities. The ORF
would be collected by OCC on behalf of MRX from Exchange clearing
members for all customer transactions they clear or from non-members
for all customer transactions they clear that were executed on MRX. The
Exchange believes the ORF would ensure fairness by assessing fees to
Members based on the amount of customer options business they conduct.
Regulating customer trading activity is much more labor intensive and
requires greater expenditure of human and technical resources than
regulating non-customer trading activity, which tends to be more
automated and less labor-intensive. As a result, the costs associated
with administering the customer component of the Exchange's overall
regulatory program are materially higher than the costs associated with
administering the non-customer component (e.g., Member proprietary
transactions) of its regulatory program.
    The ORF would be designed to recover a material portion of the
costs of supervising and regulating Members' customer options business
including performing routine surveillances, investigations,
examinations, financial monitoring, and policy, rulemaking,
interpretive, and enforcement activities. The Exchange would monitor
the amount of revenue collected from the ORF to ensure that it, in
combination with its other regulatory fees and fines, would not exceed
the Exchange's total regulatory costs. The Exchange has designed the
ORF to generate revenues that, when combined with all of the Exchange's
other regulatory fees, would be less than or equal to the Exchange's
regulatory costs, which is consistent with the Commission's view that
regulatory fees be used for regulatory purposes and not to support the
Exchange's business side.

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. This proposal does not create
an unnecessary or inappropriate intra-market burden on competition
because the ORF would apply to all customer activity, thereby raising
regulatory revenue to offset regulatory expenses. It would also
supplement the regulatory revenue derived from non-customer activity.
This proposal does not create an unnecessary or inappropriate inter-
market burden on competition because it is a regulatory fee that
supports regulation in furtherance of the purposes of the Act. The
Exchange is obligated to ensure that the amount of regulatory revenue
collected from the ORF, in combination with its other regulatory fees
and fines, would not exceed regulatory costs.

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

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\10\ 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: (i) Necessary or appropriate in the public
interest; (ii) for the protection of investors; or (iii) 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.
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    \10\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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<EMAIL_ADDRESS>Please include
File No. SR-MRX-2019-03 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 No. SR-MRX-2019-03. 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 website (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 website 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 No. SR-MRX-2019-03, and should be submitted on or
before March 13, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-02740 Filed 2-19-19; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 86 (Monday, May 4, 2020)]
[Notices]
[Pages 26461-26462]
[FR Doc No: 2020-09413]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OPP-2020-0201; FRL-10009-15]

Pesticide Program Dialogue Committee; Notice of Virtual Public
Meeting

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: Pursuant to the Federal Advisory Committee Act, the
Environmental Protection Agency's (EPA's) Office of Pesticide Programs
is announcing a virtual public meeting of the Pesticide Program
Dialogue Committee (PPDC) on May 20-21, 2020, with participation by
phone and webcast only. There will be no in-person gathering for this
meeting.

DATES: This virtual public meeting will be held on Wednesday, May 20,
2020, from 10:00 a.m. to approximately 4:00 p.m., and Thursday, May 21,
2020, from 10 a.m. to approximately 3:00 p.m. To make oral comments
during the virtual meeting, please register by noon on May 15, 2020.

ADDRESSES: To register and attend this virtual meeting, please visit
https://www.epa.gov/pesticide-advisory-committees-and-regulatory-partners/pesticide-program-dialogue-committee-ppdc. You must register
online to receive the webcast meeting link and audio teleconference
information for participation.

FOR FURTHER INFORMATION CONTACT: Shannon Jewell, Office of Pesticide
Programs, Environmental Protection Agency, 1200 Pennsylvania Ave. NW
(7501P), Washington, DC 20460; telephone number:<PHONE_NUMBER>; email
address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. General Information

A. Does this action apply to me?

    You may be potentially affected by this action if you work in in
agricultural settings or if you are concerned about implementation of
the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) (7
U.S.C. 136 et seq.); the Federal Food, Drug, and Cosmetic Act (FFDCA)
(21 U.S.C. 301 et seq.); the Pesticide Registration Improvement Act
(PRIA) (which amends FIFRA section 33); and the Endangered Species Act
(ESA) (16 U.S.C. 1531 et seq.). Potentially affected entities may
include, but are not limited to: Agricultural workers and farmers;
pesticide industry and trade associations; environmental, consumer, and
farm worker groups; pesticide users and growers; animal rights groups;
pest consultants; State, local, and tribal governments; academia;
public health organizations; and the public. If you have questions
regarding the applicability of this action to a particular entity,
consult the person listed under FOR FURTHER INFORMATION CONTACT.

B. How can I access information related to this virtual meeting?

    The docket for this action, identified by docket identification
(ID) number EPA-HQ-OPP-2020-0201, is available online at http://www.regulations.gov. Please note that due to the public health
emergency the EPA Docket Center (EPA/DC) and Reading Room was closed to
public visitors on March 31, 2020. Our EPA/DC staff will continue to
provide customer service via email, phone, and webform.
    Once the EPA/DC is reopened to the public, the docket will also be
available in-person at the Office of Pesticide Programs Regulatory
Public Docket (OPP Docket) in the EPA/DC, West William Jefferson
Clinton Bldg., Rm. 3334, 1301 Constitution Ave. NW, Washington, DC
20460-0001. The Public Reading Room is open from 8:30 a.m. to 4:30
p.m., Monday through Friday, excluding legal holidays. The telephone
number for the Public Reading Room is<PHONE_NUMBER>, and the telephone
number for the OPP Docket is<PHONE_NUMBER>. For further information on
EPA/DC services, docket contact information and the current status of
the EPA/DC and Reading Room, please visit https://www.epa.gov/dockets.

II. Background

    The PPDC is a federal advisory committee chartered under the
Federal Advisory Committee Act (FACA), 5 U.S.C. Appendix 2 et seq. EPA
established the PPDC in September 1995 to provide advice and
recommendations to the EPA Administrator on issues associated with
pesticide regulatory development and reform initiatives, evolving
public policy and program implementation issues, and policy issues
associated with evaluating and reducing risks from use of pesticides.
The following sectors are represented on

the current PPDC: Environmental/public interest and animal rights
groups; farm worker organizations; pesticide industry and trade
associations; pesticide user, grower, and commodity groups; Federal and
State/local/tribal governments; the general public; academia; and
public health organizations.

III. How do I participate in the virtual public meeting?

A. Virtual Meeting

    The virtual meeting will be conducted via webcast and telephone.
You may participate in the virtual meeting by registering to join the
webcast. You may also submit written or oral comments.

B. Registration

    You must register to participate in the virtual meeting. To
participate by listening or making a comment during this meeting,
please go to the EPA website to register: https://www.epa.gov/pesticide-advisory-committees-and-regulatory-partners/pesticide-program-dialogue-committee-ppdc. Registration online will be confirmed
by an email that will include the webcast meeting link and audio
teleconference information.

C. Oral Comments

    Requests to make brief oral comments to the PPDC during the virtual
meeting should be submitted when registering online or with the DFO
listed under FOR FURTHER INFORMATION CONTACT on or before noon on the
date set in the DATES section.

    Authority:  5 U.S.C. Appendix 2 et seq. and 7 U.S.C. 136 et seq.

    Dated: April 27, 2020.
Richard Keigwin,
Director, Office of Pesticide Programs.
[FR Doc. 2020-09413 Filed 5-1-20; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 82, Number 115 (Friday, June 16, 2017)]
[Notices]
[Pages 27734-27736]
[FR Doc No: 2017-12548]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32678; 812-14711]

CION Ares Diversified Credit Fund, et al.; Notice of Application

June 13, 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, 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 of beneficial interest (``Shares'') and to
impose asset-based service and/or distribution fees, and contingent
deferred sales loads (``CDSCs'').
    Applicants: CION Ares Diversified Credit Fund (the ``Fund'') and
CION Ares Management, LLC (the ``Adviser'').
    Filing Dates: The application was filed on October 24, 2016, and
amended on February 13, 2017, March 13, 2017, May 11, 2017, and June 6,
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 July 8, 2017, and should be accompanied by proof of
service on 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, 3 Park Avenue, 36th
Floor, New York, NY 10016.

FOR FURTHER INFORMATION CONTACT: Jessica Shin, Attorney-Adviser, at
(202) 551-5921 or Robert H. Shapiro, Branch Chief, 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 an applicant
using the Company name box, at http://www.sec.gov/search/search.htm or
by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Fund is a Delaware statutory trust that is registered under
the Act as a diversified, closed-end management investment company. The
Fund's objective is to provide superior risk-adjusted returns across
various market cycles by investing in a diversified portfolio of liquid
and illiquid asset classes.
    2. The Adviser, a Delaware limited liability company, is registered
as an investment adviser under the Investment Advisers Act of 1940. The
Adviser serves as investment adviser to the Fund.
    3. The applicants seek an order to permit the Fund to issue
multiple classes of Shares, each having its own fee and expense
structure, and to impose asset-based distribution and/or service fees,
and CDSCs.
    4. Applicants request that the order also apply to any other
continuously offered registered closed-end management investment
company existing now or in the future for which the Adviser or any
entity controlling, controlled by, or under common control

with the Adviser, or its successors,\1\ acts as investment adviser, and
which provides periodic liquidity with respect to its Shares through
tender offers conducted in compliance with either rule 23c-3 under the
Act or rule 13e-4 under the Securities Exchange Act of 1934 (the ``1934
Act'').\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\ The Fund and any other investment company relying on the
requested relief will do so in a manner consistent with the terms
and conditions of the application. Applicants represent that any
person presently intending to rely on the requested relief is listed
as an applicant.
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    5. The Fund currently issues a single class of Shares (the
``Initial Class Shares''). Shares are currently being offered on a
continuous basis pursuant to a registration statement under the
Securities Act of 1933 at their net asset value per share plus the
applicable sales load. The Fund, as a closed-end investment company,
does not continuously redeem Shares as does an open-end management
investment company. Shares of the Fund are not listed on any securities
exchange and do not trade on an over-the-counter system such as NASDAQ.
Applicants do not expect that any secondary market will ever develop
for the Shares.
    6. If the requested relief is granted, the Fund intends to offer
multiple classes of Shares, such as the Initial Class Shares and a new
Share class (the ``New Class Shares''), or any other classes. Because
of the different distribution fees, shareholder services fees, and any
other class expenses that may be attributable to the different classes,
the net income attributable to, and any dividends payable on, each
class of Shares may differ from each other from time to time.
    7. Applicants state that, from time to time, the Board of the Fund
may create additional classes of Shares, or may vary the
characteristics described of the Initial Class and New Class Shares,
including without limitation, in the following respects: (1) The amount
of fees permitted by different distribution plans or different service
fee arrangements; (2) voting rights with respect to a distribution plan
of a class; (3) different class designations; (4) the impact of any
class expenses directly attributable to a particular class of Shares
allocated on a class basis as described in the Application; (5)
differences in any dividends and net asset values per Share resulting
from differences in fees under a distribution plan or in class
expenses; (6) any sales load structure; and (7) any conversion
features, as permitted under the Act.
    8. The Fund will not impose an ``early withdrawal charge'' or
``repurchase fee'' on investors who purchase and tender their Shares.
    9. Applicants state that, in order to provide some liquidity to
shareholders, the Fund is structured as an ``interval fund'' and makes
quarterly offers to repurchase between 5% and 25% of its outstanding
Shares at net asset value, pursuant to rule 23c-3 under the Act, unless
such offer is suspended or postponed in accordance with regulatory
requirements. Any other investment company that intends to rely on the
requested relief will provide periodic liquidity to shareholders in
accordance with either rule 23c-3 under the Act or rule 13e-4 under the
1934 Act.
    10. Applicants represent that any asset-based service and/or
distribution fees will comply with the provisions of Rule 2341 of the
Rules of the Financial Industry Regulatory Authority (``FINRA Rule
2341'') as if that rule applied to the Fund.\3\ Applicants also
represent that the 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, the Fund will
disclose its expenses in shareholder reports, and describe any
arrangements that result in breakpoints in sales loads in its
prospectus.\4\ In addition, applicants will comply with applicable
enhanced fee disclosure requirements for fund of funds, including
registered funds of hedge funds.\5\
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    \3\ Any references to FINRA Rule 2341 include any successor or
replacement rule that may be adopted by the Financial Industry
Regulatory Authority (``FINRA'').
    \4\ 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).
    \5\ 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. The Fund and the Distributor will also comply with any
requirements that may be adopted by the Commission or FINRA 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 and the Distributor. The Fund or the
Distributor will contractually require that any other distributor of
the Fund's Shares comply with such requirements in connection with the
distribution of Shares of the Fund.
    12. The 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, 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
the Fund will comply with the provisions of rule 18f-3 under the Act as
if it were an open-end investment company.
    13. The Fund does not intend to offer any exchange privilege or
conversion feature, but any such privilege or feature introduced in the
future will comply with rule 11a-1, rule 11a-3, and rule 18f-3 as if
the Fund were an open-end investment company.

Applicants' Legal Analysis

Multiple Classes of Shares

    1. Section 18(a)(2)(A) and (B) makes it unlawful for a registered
closed-end investment company to issue a senior security that is a
stock unless (a) immediately after such issuance it will have an asset
coverage of at least 200% and (b) provision is made to prohibit the
declaration of any distribution, upon its common stock, or the purchase
of any such common stock, unless in every such case such senior
security has at the time of the declaration of any such distribution,
or at the time of any such purchase, an asset coverage of at least 200%
after deducting the amount of such distribution or purchase price, as
the case may be. 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
registered 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 Fund 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 permitting multiple classes of Shares of
the Fund 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 Fund
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 the Fund to facilitate the distribution of its Shares and
provide investors with a broader choice of shareholder options.
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 the Fund will comply with the provisions of
rule 18f-3 as if it were an open-end investment company.

Asset-Based Service and/or Distribution 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 permit the Fund to impose asset-based service and/or
distribution 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 service and/or 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 Funds' imposition of
asset-based service and/or distribution 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

    The Fund agrees that any order granting the requested relief will
be subject to the following condition:
Applicants 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 or replaced, as if those rules applied to closed-end
management investment companies, and will comply with FINRA Rule 2341,
as amended from time to time, as if that rule applied to all closed-end
management investment companies.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-12548 Filed 6-15-17; 8:45 am]
BILLING CODE 8011-01-P