Neuberger Berman Investment Advisers LLC, et al.; Notice of Application, 12480-12481 [2017-04106]
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Federal Register / Vol. 82, No. 41 / Friday, March 3, 2017 / Notices
and Redemption Instruments will be
valued in the same manner as those
investment positions currently held by
the Funds. Applicants also seek relief
from the prohibitions on affiliated
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its
shares from a Fund of Funds, and to
engage in the accompanying in-kind
transactions with the Fund of Funds.3
The purchase of Creation Units by a
Fund of Funds directly from a Fund will
be accomplished in accordance with the
policies of the Fund of Funds and will
be based on the NAVs of the Funds.
9. Applicants also request relief to
permit a Feeder Fund to acquire shares
of another registered investment
company managed by the Adviser
having substantially the same
investment objectives as the Feeder
Fund (‘‘Master Fund’’) beyond the
limitations in section 12(d)(1)(A) and
permit the Master Fund, and any
principal underwriter for the Master
Fund, to sell shares of the Master Fund
to the Feeder Fund beyond the
limitations in section 12(d)(1)(B).
10. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
mstockstill on DSK3G9T082PROD with NOTICES
3 The
requested relief would apply to direct sales
of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a)
for, and the requested relief will not apply to,
transactions where a Fund could be deemed an
Affiliated Person, or a Second-Tier Affiliate, of a
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control
with an Adviser provides investment advisory
services to that Fund of Funds.
VerDate Sep<11>2014
18:27 Mar 02, 2017
Jkt 241001
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–04090 Filed 3–2–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32513; File No. 812–14563–11]
Neuberger Berman Investment
Advisers LLC, et al.; Notice of
Application
February 27, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order pursuant to: (a) Section 6(c) of the
Investment Company Act of 1940
(‘‘Act’’) granting an exemption from
sections 18(f) and 21(b) of the Act; (b)
section 12(d)(1)(J) of the Act granting an
exemption from section 12(d)(1) of the
Act; (c) sections 6(c) and 17(b) of the
Act granting an exemption from sections
17(a)(1), 17(a)(2) and 17(a)(3) of the Act;
and (d) section 17(d) of the Act and rule
17d–1 under the Act to permit certain
joint arrangements and transactions.
Applicants request an order that would
permit certain registered management
investment companies to participate in
a joint lending and borrowing facility.
AGENCY:
Neuberger Berman
Investment Advisers LLC (‘‘NBIA’’), a
Delaware limited liability company
registered as an investment adviser
under the Investment Advisers Act of
1940; Neuberger Berman Advisers
Management Trust, Neuberger Berman
Alternative Funds, Neuberger Berman
Equity Funds, and Neuberger Berman
Income Funds, each a Delaware
statutory trust registered under the Act
as an open-end management investment
company (the ‘‘Open-End Funds’’); and
Neuberger Berman California
Intermediate Municipal Fund Inc.,
Neuberger Berman High Yield Strategies
Fund Inc., Neuberger Berman
Intermediate Municipal Fund Inc.,
Neuberger Berman MLP Income Fund
Inc., Neuberger Berman New York
Intermediate Municipal Fund Inc., and
Neuberger Berman Real Estate Securities
Income Fund Inc., each a Maryland
corporation registered under the Act as
a closed-end management investment
company (the ‘‘Closed-End Funds,’’ 1
APPLICANTS:
1 The Closed-End Funds will not participate as
borrowers in the interfund lending facility. Any
general references to the ‘‘Funds’’ that relate to
PO 00000
Frm 00054
Fmt 4703
Sfmt 4703
and together with the Open-End Funds,
the ‘‘Funds’’).2
FILING DATES: The application was filed
on October 7, 2015, and amended on
April 22, 2016, September 23, 2016, and
December 21, 2016.
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 March 27, 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: 605 Third Avenue, 2nd
Floor, New York, NY 10158–0180.
FOR FURTHER INFORMATION CONTACT: Jill
Ehrlich, Senior Counsel, at (202) 551–
6819 or David J. Marcinkus, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Summary of the Application
1. Applicants request an order that
would permit the applicants to
participate in an interfund lending
facility where each Fund could lend
money directly to and borrow money
directly from other Funds to cover
unanticipated cash shortfalls, such as
borrowing under the facility do not apply to the
Closed-End Funds.
2 Although the applicants do not currently
operate any money market funds, applicants request
that the order also apply to any future Fund that
is a money market fund that complies with rule
2a–7 of the Act (each a ‘‘Money Market Fund’’).
Money Market Funds typically will not participate
as borrowers under the interfund lending facility
but may do so if it is determined to be in the best
interests of such Funds by the Adviser (as defined
below) and its respective portfolio manager(s).
E:\FR\FM\03MRN1.SGM
03MRN1
Federal Register / Vol. 82, No. 41 / Friday, March 3, 2017 / Notices
mstockstill on DSK3G9T082PROD with NOTICES
unanticipated redemptions or trade
fails.3 The Funds will not borrow under
the facility for leverage purposes, and
the loans’ duration will be no more than
7 days.4
2. Applicants anticipate that the
proposed facility would provide a
borrowing Fund with significant savings
at times when the cash position of the
Fund is insufficient to meet temporary
cash requirements. In addition, Funds
making short-term cash loans directly to
other Funds would earn interest at a rate
higher than they otherwise could obtain
from investing their cash in repurchase
agreements or certain other short term
money market instruments. Thus,
applicants assert that the facility would
benefit both borrowing and lending
Funds.
3. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Among others,
the Adviser, through a designated
committee, would administer the
facility as a disinterested fiduciary as
part of its duties under the investment
management agreements with the Funds
and would receive no additional fee as
compensation for its services in
connection with the administration of
the facility. The facility would be
subject to oversight and certain
approvals by the Funds’ Board,
including, among others, approval of the
interest rate formula and of the method
for allocating loans across Funds, as
well as review of the process in place to
evaluate the liquidity implications for
the Funds. A Fund’s aggregate
outstanding interfund loans will not
exceed 15% of its net assets, and the
Fund’s loans to any one Fund will not
exceed 5% of the lending Fund’s net
assets.5
4. Applicants assert that the facility
does not raise the concerns underlying
section 12(d)(1) of the Act given that the
Funds are part of the same group of
investment companies and there will be
no duplicative costs or fees to the
3 Applicants request that the order also apply to
any existing or future series of the Funds and to any
other registered management investment company
or its series for which NBIA and each successor
thereto or a person controlling, controlled by, or
under common control with NBIA serves as
investment adviser (each such investment company
or series thereof included in the term ‘‘Fund,’’ and
each such investment adviser an ‘‘Adviser’’). A
‘‘successor’’ is defined as any entity resulting from
a reorganization of NBIA into another jurisdiction
or a change in the type of business organization.
4 Any Fund, however, will be able to call a loan
on one business day’s notice.
5 Under certain circumstances, a borrowing Fund
will be required to pledge collateral to secure the
loan.
VerDate Sep<11>2014
16:42 Mar 02, 2017
Jkt 241001
Funds.6 Applicants also assert that the
proposed transactions do not raise the
concerns underlying sections 17(a)(1),
17(a)(3), 17(d) and 21(b) of the Act as
the Funds would not engage in lending
transactions that unfairly benefit
insiders or are detrimental to the Funds.
Applicants state that the facility will
offer both reduced borrowing costs and
enhanced returns on loaned funds to all
participating Funds, and each Fund
would have an equal opportunity to
borrow and lend on equal terms based
on an interest rate formula that is
objective and verifiable. With respect to
the relief from section 17(a)(2) of the
Act, applicants note that any collateral
pledged to secure an interfund loan
would be subject to the same conditions
imposed by any other lender to a Fund
that imposes conditions on the quality
of or access to collateral for a borrowing
(if the lender is another Fund) or the
same or better conditions (in any other
circumstance).7
5. Applicants also believe that the
limited relief from section 18(f)(1) of the
Act that is necessary to implement the
facility (because the lending Funds are
not banks) is appropriate in light of the
conditions and safeguards described in
the application and because the Funds
would remain subject to the
requirement of section 18(f)(1) that all
borrowings of the Fund, including
combined interfund loans and bank
borrowings, have at least 300% asset
coverage.
6. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
6 Applicants state that the obligation to repay an
interfund loan could be deemed to constitute a
security for the purposes of sections 17(a)(1) and
12(d)(1) of the Act.
7 Applicants state that any pledge of securities to
secure an interfund loan could constitute a
purchase of securities for purposes of section
17(a)(2) of the Act.
PO 00000
Frm 00055
Fmt 4703
Sfmt 4703
12481
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
Rule 17d–1(b) under the Act provides
that in passing upon an application filed
under the rule, the Commission will
consider whether the participation of
the registered investment company in a
joint enterprise, joint arrangement or
profit sharing plan on the basis
proposed is consistent with the
provisions, policies and purposes of the
Act and the extent to which such
participation is on a basis different from
or less advantageous than that of the
other participants.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–04106 Filed 3–2–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–80114; File No. SR–LCH
SA–2017–001]
Self-Regulatory Organizations; LCH
SA; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change, Security-Based Swap
Submission, or Advance Notice To
Adopt Revised Fee Schedule and
Establish Annual Fixed Fee for General
Members
February 27, 2017.
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
17, 2017, Banque Centrale de
Compensation, which conducts
business under the name LCH SA (‘‘LCH
SA’’), filed with the Securities and
Exchange Commission (‘‘Commission’’)
the proposed rule change described in
Items I, II, and III below, which Items
have been primarily prepared by LCH
SA. LCH SA filed the proposal pursuant
to Section 19(b)(3)(A) of the Act,3 and
Rule 19b–4(f)(2) 4 thereunder, so that the
proposal was effective upon filing with
the Commission. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(2).
2 17
E:\FR\FM\03MRN1.SGM
03MRN1
]]>Agencies
[Federal Register Volume 82, Number 41 (Friday, March 3, 2017)]
[Notices]
[Pages 12480-12481]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-04106]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 32513; File No. 812-14563-11]
Neuberger Berman Investment Advisers LLC, et al.; Notice of
Application
February 27, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order pursuant to: (a) Section
6(c) of the Investment Company Act of 1940 (``Act'') granting an
exemption from sections 18(f) and 21(b) of the Act; (b) section
12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of
the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption
from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d)
section 17(d) of the Act and rule 17d-1 under the Act to permit certain
joint arrangements and transactions. Applicants request an order that
would permit certain registered management investment companies to
participate in a joint lending and borrowing facility.
-----------------------------------------------------------------------
Applicants: Neuberger Berman Investment Advisers LLC (``NBIA''), a
Delaware limited liability company registered as an investment adviser
under the Investment Advisers Act of 1940; Neuberger Berman Advisers
Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman
Equity Funds, and Neuberger Berman Income Funds, each a Delaware
statutory trust registered under the Act as an open-end management
investment company (the ``Open-End Funds''); and Neuberger Berman
California Intermediate Municipal Fund Inc., Neuberger Berman High
Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal
Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New
York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate
Securities Income Fund Inc., each a Maryland corporation registered
under the Act as a closed-end management investment company (the
``Closed-End Funds,'' \1\ and together with the Open-End Funds, the
``Funds'').\2\
---------------------------------------------------------------------------
\1\ The Closed-End Funds will not participate as borrowers in
the interfund lending facility. Any general references to the
``Funds'' that relate to borrowing under the facility do not apply
to the Closed-End Funds.
\2\ Although the applicants do not currently operate any money
market funds, applicants request that the order also apply to any
future Fund that is a money market fund that complies with rule 2a-7
of the Act (each a ``Money Market Fund''). Money Market Funds
typically will not participate as borrowers under the interfund
lending facility but may do so if it is determined to be in the best
interests of such Funds by the Adviser (as defined below) and its
respective portfolio manager(s).
Filing Dates: The application was filed on October 7, 2015, and amended
---------------------------------------------------------------------------
on April 22, 2016, September 23, 2016, and December 21, 2016.
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 March 27, 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: 605 Third Avenue,
2nd Floor, New York, NY 10158-0180.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202)
551-6819 or David J. Marcinkus, Branch Chief, at (202) 551-6821
(Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Summary of the Application
1. Applicants request an order that would permit the applicants to
participate in an interfund lending facility where each Fund could lend
money directly to and borrow money directly from other Funds to cover
unanticipated cash shortfalls, such as
[[Page 12481]]
unanticipated redemptions or trade fails.\3\ The Funds will not borrow
under the facility for leverage purposes, and the loans' duration will
be no more than 7 days.\4\
---------------------------------------------------------------------------
\3\ Applicants request that the order also apply to any existing
or future series of the Funds and to any other registered management
investment company or its series for which NBIA and each successor
thereto or a person controlling, controlled by, or under common
control with NBIA serves as investment adviser (each such investment
company or series thereof included in the term ``Fund,'' and each
such investment adviser an ``Adviser''). A ``successor'' is defined
as any entity resulting from a reorganization of NBIA into another
jurisdiction or a change in the type of business organization.
\4\ Any Fund, however, will be able to call a loan on one
business day's notice.
---------------------------------------------------------------------------
2. Applicants anticipate that the proposed facility would provide a
borrowing Fund with significant savings at times when the cash position
of the Fund is insufficient to meet temporary cash requirements. In
addition, Funds making short-term cash loans directly to other Funds
would earn interest at a rate higher than they otherwise could obtain
from investing their cash in repurchase agreements or certain other
short term money market instruments. Thus, applicants assert that the
facility would benefit both borrowing and lending Funds.
3. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the application.
Among others, the Adviser, through a designated committee, would
administer the facility as a disinterested fiduciary as part of its
duties under the investment management agreements with the Funds and
would receive no additional fee as compensation for its services in
connection with the administration of the facility. The facility would
be subject to oversight and certain approvals by the Funds' Board,
including, among others, approval of the interest rate formula and of
the method for allocating loans across Funds, as well as review of the
process in place to evaluate the liquidity implications for the Funds.
A Fund's aggregate outstanding interfund loans will not exceed 15% of
its net assets, and the Fund's loans to any one Fund will not exceed 5%
of the lending Fund's net assets.\5\
---------------------------------------------------------------------------
\5\ Under certain circumstances, a borrowing Fund will be
required to pledge collateral to secure the loan.
---------------------------------------------------------------------------
4. Applicants assert that the facility does not raise the concerns
underlying section 12(d)(1) of the Act given that the Funds are part of
the same group of investment companies and there will be no duplicative
costs or fees to the Funds.\6\ Applicants also assert that the proposed
transactions do not raise the concerns underlying sections 17(a)(1),
17(a)(3), 17(d) and 21(b) of the Act as the Funds would not engage in
lending transactions that unfairly benefit insiders or are detrimental
to the Funds. Applicants state that the facility will offer both
reduced borrowing costs and enhanced returns on loaned funds to all
participating Funds, and each Fund would have an equal opportunity to
borrow and lend on equal terms based on an interest rate formula that
is objective and verifiable. With respect to the relief from section
17(a)(2) of the Act, applicants note that any collateral pledged to
secure an interfund loan would be subject to the same conditions
imposed by any other lender to a Fund that imposes conditions on the
quality of or access to collateral for a borrowing (if the lender is
another Fund) or the same or better conditions (in any other
circumstance).\7\
---------------------------------------------------------------------------
\6\ Applicants state that the obligation to repay an interfund
loan could be deemed to constitute a security for the purposes of
sections 17(a)(1) and 12(d)(1) of the Act.
\7\ Applicants state that any pledge of securities to secure an
interfund loan could constitute a purchase of securities for
purposes of section 17(a)(2) of the Act.
---------------------------------------------------------------------------
5. Applicants also believe that the limited relief from section
18(f)(1) of the Act that is necessary to implement the facility
(because the lending Funds are not banks) is appropriate in light of
the conditions and safeguards described in the application and because
the Funds would remain subject to the requirement of section 18(f)(1)
that all borrowings of the Fund, including combined interfund loans and
bank borrowings, have at least 300% asset coverage.
6. Section 6(c) of the Act permits the Commission to exempt any
persons or transactions from any provision of the Act if such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may exempt any person, security, or
transaction, or any class or classes of persons, securities, or
transactions, from any provision of section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.
Section 17(b) of the Act authorizes the Commission to grant an order
permitting a transaction otherwise prohibited by section 17(a) if it
finds that (a) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (b) the proposed transaction is consistent with the policies
of each registered investment company involved; and (c) the proposed
transaction is consistent with the general purposes of the Act. Rule
17d-1(b) under the Act provides that in passing upon an application
filed under the rule, the Commission will consider whether the
participation of the registered investment company in a joint
enterprise, joint arrangement or profit sharing plan on the basis
proposed is consistent with the provisions, policies and purposes of
the Act and the extent to which such participation is on a basis
different from or less advantageous than that of the other
participants.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-04106 Filed 3-2-17; 8:45 am]
BILLING CODE 8011-01-P
