Blackstone/GSO Floating Rate Enhanced Income Fund, et al., 49880-49882 [2017-23368]

Download as PDF 49880 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices to related entities are non-substantive changes. No changes to the ownership or structure of the Exchange have taken place. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. The name change will align with the parent company, Nasdaq, Inc. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Pursuant to Section 19(b)(3)(A) of the Act 9 and Rule 19b–4(f)(3) thereunder,10 the Exchange has designated this proposal as one that is concerned solely with the administration of the selfregulatory organization, and therefore has become effective. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: asabaliauskas on DSKBBXCHB2PROD with NOTICES Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NASDAQ–2017–111 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange 9 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(3). 10 17 VerDate Sep<11>2014 17:54 Oct 26, 2017 Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2017–111. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NASDAQ–2017–111, and should be submitted on or before November 17, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–23370 Filed 10–26–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32866; 812–14796] Blackstone/GSO Floating Rate Enhanced Income Fund, et al. October 23, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: Notice of application for an order under sections 6(c) and 23(c)(3) of the 11 17 Jkt 244001 PO 00000 CFR 200.30–3(a)(12). Frm 00100 Fmt 4703 Sfmt 4703 Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from rule 23c– 3 under the Act. SUMMARY OF APPLICATION: Applicants request an order under sections 6(c) and 23(c)(3) of the Act for an exemption from certain provisions of rule 23c–3 to permit certain registered closed-end investment companies to make repurchase offers on a monthly basis. APPLICANTS: Blackstone/GSO Floating Rate Enhanced Income Fund (‘‘BGFREI’’), GSO/Blackstone Debt Funds Management LLC (the ‘‘Adviser’’), and Blackstone Advisory Partners L.P. (the ‘‘Distributor’’). FILING DATES: The application was filed on July 3, 2017 and amended on October 17, 2017. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on November 17, 2017, and should be accompanied by proof of service on the applicants, in the form of an affidavit, or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090; Applicants: 345 Park Avenue, 31st Floor, New York, NY 10154. FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or David Marcinkus, Branch Chief, at (202) 551–6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations 1. BGFREI is a Delaware statutory trust that is registered under the Act as a continuously offered, non-diversified, closed-end management investment company that will be operated as an E:\FR\FM\27OCN1.SGM 27OCN1 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices asabaliauskas on DSKBBXCHB2PROD with NOTICES interval fund. BGFREI’s investment objective is to provide attractive income with low sensitivity to rising interest rates. The Adviser is a Delaware limited liability company and is registered as an investment adviser under the Investment Advisers Act of 1940. The Adviser serves as investment adviser to BGFREI. The Distributor is a Delaware partnership, is a registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’), and is BGFREI’s principal underwriter and distributor. 2. Applicants request that any relief granted also apply to any registered closed-end management investment company that operates as an interval fund pursuant to rule 23c–3 for which the Adviser or any entity controlling, controlled by, or under common control with the Adviser, or any successor in interest to any such entity,1 acts as investment adviser (the ‘‘Future Funds’’, together with BGFREI, the ‘‘Funds’’, and each, individually, a ‘‘Fund’’).2 3. BGFREI’s investment objective is to provide attractive income with low sensitivity to rising interest rates. BGFREI has applied for exemptive relief from the Commission to permit BGFREI to issue multiple classes of shares and to impose asset-based distribution fees and an early withdrawal charge.3 BGFREI currently intends to offer three classes of shares, Class T, Class D and Class I, to the public at net asset value plus any applicable sales charge. From time to time the Funds may create additional classes of shares, the terms of which may differ from BGFREI’s Class T, Class D and Class I shares. BGFREI’s common shares are not listed on any securities exchange, and BGFREI anticipates that no secondary market will develop for the common shares. 4. Applicants request an order to permit each Fund to offer to repurchase a portion of its common shares at onemonth intervals, rather than the three, six, or twelve-month intervals specified by rule 23c–3. 5. Each Fund will disclose in its prospectus and annual reports its fundamental policy to make monthly offers to repurchase a portion of its common shares at net asset value, less deduction of a repurchase fee, if any, as 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 All entities currently intending to rely on the requested relief have been named as applicants. Any entity that relies on the requested order in the future will do so only in accordance with the terms and conditions of the application. 3 See In the Matter of Blackstone/GSO Floating Rate Enhanced Income Fund, et al., File Number 812–14795. VerDate Sep<11>2014 17:54 Oct 26, 2017 Jkt 244001 permitted by rule 23c–3(b)(1), and the imposition of early withdrawal charges to the extent permitted pursuant to exemptive relief granted by the Commission. The fundamental policy will be changeable only by a majority vote of the holders of such Fund’s outstanding voting securities. Under the fundamental policy, the repurchase offer amount will be determined by the board of trustees of the applicable Fund (‘‘Board’’) prior to each repurchase offer. Each Fund will comply with rule 23c– 3(b)(8)’s requirements with respect to its trustees who are not interested persons of such Fund, within the meaning of section 2(a)(19) of the Act (‘‘Disinterested Trustees’’) and their legal counsel. Under its fundamental policy, each Fund will make monthly offers to repurchase not less than 5% of its outstanding shares at the time of the repurchase request deadline. The repurchase offer amounts for the thencurrent monthly period, plus the repurchase offer amounts for the two monthly periods immediately preceding the then-current monthly period, will not exceed 25% of the outstanding common shares of the applicable Fund. 6. The prospectus of each Fund will state the means to determine the repurchase request deadline and the maximum number of days between each repurchase request deadline and the repurchase pricing date. Each Fund’s repurchase pricing date normally will be the same date as the repurchase request deadline and pricing will be determined after close of business on that date. 7. Pursuant to rule 23c–3(b)(1), each Fund will repurchase shares for cash on or before the repurchase payment deadline, which will be no later than seven calendar days after the repurchase pricing date. BGFREI (and any Future Fund) currently intends to make payment on the next business day following the repurchase pricing date. Each Fund will make payment for shares repurchased in the previous month’s repurchase offer at least five business days before sending notification of the next repurchase offer. BGFREI will, and a Future Fund may, deduct a repurchase fee in an amount not to exceed 2% from the repurchase proceeds payable to tendering shareholders, in compliance with rule 23c–3(b)(1). 8. Each Fund will provide common shareholders with notification of each repurchase offer no less than seven days and no more than fourteen days prior to the repurchase request deadline. The notification will include all information required by rule 23c–3(b)(4)(i). Each Fund will file the notification and the PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 49881 Form N–23c–3 with the Commission within three business days after sending the notification to its respective common shareholders. 9. The Funds will not suspend or postpone a repurchase offer except pursuant to the vote of a majority of its Disinterested Trustees, and only under the limited circumstances specified in rule 23c–3(b)(3)(i). The Funds will not condition a repurchase offer upon tender of any minimum amount of shares. In addition, each Fund will comply with the pro ration and other allocation requirements of rule 23c– 3(b)(5) if common shareholders tender more than the repurchase offer amount. Further, each Fund will permit tenders to be withdrawn or modified at any time until the repurchase request deadline, but will not permit tenders to be withdrawn or modified thereafter. 10. From the time a Fund sends its notification to shareholders of the repurchase offer until the repurchase pricing date, a percentage of such Fund’s assets equal to at least 100% of the repurchase offer amount will consist of: (a) Assets that can be sold or disposed of in the ordinary course of business at approximately the price at which such Fund has valued such investment within a period equal to the period between the repurchase request deadline and the repurchase payment deadline; or (b) assets that mature by the next repurchase payment deadline. In the event the assets of a Fund fail to comply with this requirement, the Board will cause such Fund to take such action as it deems appropriate to ensure compliance. 11. In compliance with the asset coverage requirements of section 18 of the Act, any senior security issued by, or other indebtedness of, a Fund will either mature by the next repurchase pricing date or provide for such Fund’s ability to call, repay or redeem such senior security or other indebtedness by the next repurchase pricing date, either in whole or in part, without penalty or premium, as necessary to permit that Fund to complete the repurchase offer in such amounts determined by its Board. 12. The Board of each Fund will adopt written procedures to ensure that such Fund’s portfolio assets are sufficiently liquid so that it can comply with its fundamental policy on repurchases and the liquidity requirements of rule 23c–3(b)(10)(i). The Board of each Fund will review the overall composition of the portfolio and make and approve such changes to the procedures as it deems necessary. E:\FR\FM\27OCN1.SGM 27OCN1 49882 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices asabaliauskas on DSKBBXCHB2PROD with NOTICES Applicants’ Legal Analysis 1. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of the Act or rule thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 2. Section 23(c) of the Act provides in relevant part that no registered closedend investment company shall purchase any securities of any class of which it is the issuer except: (a) On a securities exchange or other open market; (b) pursuant to tenders, after reasonable opportunity to submit tenders given to all holders of securities of the class to be purchased; or (c) under such other circumstances as the Commission may permit by rules and regulations or orders for the protection of investors. 3. Rule 23c–3 under the Act permits a registered closed-end investment company to make repurchase offers for its common stock at net asset value at periodic intervals pursuant to a fundamental policy of the investment company. ‘‘Periodic interval’’ is defined in rule 23c–3(a)(1) as an interval of three, six, or twelve months. Rule 23c– 3(b)(4) requires that notification of each repurchase offer be sent to shareholders no less than 21 calendar days and no more than 42 calendar days before the repurchase request deadline. 4. Applicants request an order pursuant to sections 6(c) and 23(c) of the Act exempting them from rule 23c– 3(a)(1) to the extent necessary to permit the Funds to make monthly repurchase offers. Applicants also request an exemption from the notice provisions of rule 23c–3(b)(4) to the extent necessary to permit each Fund to send notification of an upcoming repurchase offer to shareholders at least seven days but no more than fourteen calendar days in advance of the repurchase request deadline. 5. Applicants contend that monthly repurchase offers are in the shareholders’ best interests and consistent with the policies underlying rule 23c–3. Applicants assert that monthly repurchase offers will provide investors with more liquidity than quarterly repurchase offers. Applicants assert that shareholders will be better able to manage their investments and plan transactions, because if they decide to forego a repurchase offer, they will only need to wait one month for the next offer. Applicants also contend that VerDate Sep<11>2014 17:54 Oct 26, 2017 Jkt 244001 the portfolio of each Fund will be managed to provide ample liquidity for monthly repurchase offers. Applicants do not believe that a change to monthly repurchases would necessitate any change in portfolio management practices of any of the Funds in order to satisfy rule 23c–3. In fact, applicants expect limited or no impact on overall portfolio management or performance of such Funds upon converting to monthly offers and believe that it may be easier to manage the cash of the portfolio for the smaller monthly offers compared to the larger quarterly ones. 6. Applicants propose to send notification to shareholders at least seven days, but no more than fourteen calendar days, in advance of a repurchase request deadline. Applicants assert that, because BGFREI (and any Future Fund) currently intends to make payment on the next business day following the pricing date, the entire procedure can be completed before the next notification is sent out to shareholders; thus avoiding any overlap. Applicants believe that these procedures will eliminate any possibility of investor confusion. Applicants also state that monthly repurchase offers will be a fundamental feature of the Funds, and their prospectuses will provide a clear explanation of the repurchase program. 7. Applicants submit that for the reasons given above the requested relief is appropriate in the public interest and is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants’ Conditions Applicants agree that any order granting the requested relief shall be subject to the following conditions: 1. BGFREI (and any Future Fund relying on this relief) will make a repurchase offer pursuant to rule 23c– 3(b) for a repurchase offer amount of not less than 5% in any one-month period. In addition, the repurchase offer amount for the then-current monthly period, plus the repurchase offer amounts for the two monthly periods immediately preceding the then-current monthly period, will not exceed 25% of BGFREI’s (or Future Fund’s, as applicable) outstanding common shares. BGFREI (and any Future Fund relying on this relief) may repurchase additional tendered shares pursuant to rule 23c–3(b)(5) only to the extent the percentage of additional shares so repurchased does not exceed 2% in any three-month period. 2. Payment for repurchased shares will occur at least five business days PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 before notification of the next repurchase offer is sent to shareholders of BGFREI (or Future Fund relying on this relief). For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–23368 Filed 10–26–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32867; File No. 812–14756] PIMCO Funds, et al. October 23, 2017. Securities and Exchange Commission (‘‘Commission’’). AGENCY: ACTION: Notice. Notice of an application for an order pursuant to: (a) Section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) granting an exemption from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of the Act granting an exemption from section 12(d)(1) of the Act; (c) sections 6(c) and 17(b) of the Act granting an exemption from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) section 17(d) of the Act and rule 17d-1 under the Act to permit certain joint arrangements and transactions. Applicants request an order that would permit certain registered open-end management investment companies to participate in a joint lending and borrowing facility. PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, each an investment company organized as a Delaware statutory trust or a Massachusetts business trust and registered under the Act as an open-end management investment company, on behalf of all existing series,1 and Pacific Investment Management Company LLC (the ‘‘Adviser’’), a Delaware limited liability company registered as an investment APPLICANTS: 1 Currently, one series of the Funds (as defined below) is a money market fund that complies with Rule 2a–7 of the Act, and applicants request that the order also apply to any future Fund that is a money market fund that complies with rule 2a–7 of the Act (each a ‘‘Money Market Fund’’). Money Market Funds typically will not participate as borrowers under the interfund lending facility because they rarely need to borrow cash to meet redemptions. E:\FR\FM\27OCN1.SGM 27OCN1

Agencies

[Federal Register Volume 82, Number 207 (Friday, October 27, 2017)]
[Notices]
[Pages 49880-49882]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23368]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32866; 812-14796]


Blackstone/GSO Floating Rate Enhanced Income Fund, et al.

October 23, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of application for an order under sections 6(c) and 23(c)(3) 
of the Investment Company Act of 1940 (the ``Act'') for an exemption 
from rule 23c-3 under the Act.

Summary of Application: Applicants request an order under sections 6(c) 
and 23(c)(3) of the Act for an exemption from certain provisions of 
rule 23c-3 to permit certain registered closed-end investment companies 
to make repurchase offers on a monthly basis.

Applicants: Blackstone/GSO Floating Rate Enhanced Income Fund 
(``BGFREI''), GSO/Blackstone Debt Funds Management LLC (the 
``Adviser''), and Blackstone Advisory Partners L.P. (the 
``Distributor'').

Filing Dates: The application was filed on July 3, 2017 and amended on 
October 17, 2017.

Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on November 17, 2017, and should be accompanied by proof of 
service on the applicants, in the form of an affidavit, or, for 
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, 
hearing requests should state the nature of the writer's interest, any 
facts bearing upon the desirability of a hearing on the matter, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants: 345 Park Avenue, 
31st Floor, New York, NY 10154.

FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or 
David Marcinkus, Branch Chief, at (202) 551-6821 (Division of 
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. BGFREI is a Delaware statutory trust that is registered under 
the Act as a continuously offered, non-diversified, closed-end 
management investment company that will be operated as an

[[Page 49881]]

interval fund. BGFREI's investment objective is to provide attractive 
income with low sensitivity to rising interest rates. The Adviser is a 
Delaware limited liability company and is registered as an investment 
adviser under the Investment Advisers Act of 1940. The Adviser serves 
as investment adviser to BGFREI. The Distributor is a Delaware 
partnership, is a registered broker-dealer and a member of the 
Financial Industry Regulatory Authority, Inc. (``FINRA''), and is 
BGFREI's principal underwriter and distributor.
    2. Applicants request that any relief granted also apply to any 
registered closed-end management investment company that operates as an 
interval fund pursuant to rule 23c-3 for which the Adviser or any 
entity controlling, controlled by, or under common control with the 
Adviser, or any successor in interest to any such entity,\1\ acts as 
investment adviser (the ``Future Funds'', together with BGFREI, the 
``Funds'', and each, individually, a ``Fund'').\2\
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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\ All entities currently intending to rely on the requested 
relief have been named as applicants. Any entity that relies on the 
requested order in the future will do so only in accordance with the 
terms and conditions of the application.
---------------------------------------------------------------------------

    3. BGFREI's investment objective is to provide attractive income 
with low sensitivity to rising interest rates. BGFREI has applied for 
exemptive relief from the Commission to permit BGFREI to issue multiple 
classes of shares and to impose asset-based distribution fees and an 
early withdrawal charge.\3\ BGFREI currently intends to offer three 
classes of shares, Class T, Class D and Class I, to the public at net 
asset value plus any applicable sales charge. From time to time the 
Funds may create additional classes of shares, the terms of which may 
differ from BGFREI's Class T, Class D and Class I shares. BGFREI's 
common shares are not listed on any securities exchange, and BGFREI 
anticipates that no secondary market will develop for the common 
shares.
---------------------------------------------------------------------------

    \3\ See In the Matter of Blackstone/GSO Floating Rate Enhanced 
Income Fund, et al., File Number 812-14795.
---------------------------------------------------------------------------

    4. Applicants request an order to permit each Fund to offer to 
repurchase a portion of its common shares at one-month intervals, 
rather than the three, six, or twelve-month intervals specified by rule 
23c-3.
    5. Each Fund will disclose in its prospectus and annual reports its 
fundamental policy to make monthly offers to repurchase a portion of 
its common shares at net asset value, less deduction of a repurchase 
fee, if any, as permitted by rule 23c-3(b)(1), and the imposition of 
early withdrawal charges to the extent permitted pursuant to exemptive 
relief granted by the Commission. The fundamental policy will be 
changeable only by a majority vote of the holders of such Fund's 
outstanding voting securities. Under the fundamental policy, the 
repurchase offer amount will be determined by the board of trustees of 
the applicable Fund (``Board'') prior to each repurchase offer. Each 
Fund will comply with rule 23c-3(b)(8)'s requirements with respect to 
its trustees who are not interested persons of such Fund, within the 
meaning of section 2(a)(19) of the Act (``Disinterested Trustees'') and 
their legal counsel. Under its fundamental policy, each Fund will make 
monthly offers to repurchase not less than 5% of its outstanding shares 
at the time of the repurchase request deadline. The repurchase offer 
amounts for the then-current monthly period, plus the repurchase offer 
amounts for the two monthly periods immediately preceding the then-
current monthly period, will not exceed 25% of the outstanding common 
shares of the applicable Fund.
    6. The prospectus of each Fund will state the means to determine 
the repurchase request deadline and the maximum number of days between 
each repurchase request deadline and the repurchase pricing date. Each 
Fund's repurchase pricing date normally will be the same date as the 
repurchase request deadline and pricing will be determined after close 
of business on that date.
    7. Pursuant to rule 23c-3(b)(1), each Fund will repurchase shares 
for cash on or before the repurchase payment deadline, which will be no 
later than seven calendar days after the repurchase pricing date. 
BGFREI (and any Future Fund) currently intends to make payment on the 
next business day following the repurchase pricing date. Each Fund will 
make payment for shares repurchased in the previous month's repurchase 
offer at least five business days before sending notification of the 
next repurchase offer. BGFREI will, and a Future Fund may, deduct a 
repurchase fee in an amount not to exceed 2% from the repurchase 
proceeds payable to tendering shareholders, in compliance with rule 
23c-3(b)(1).
    8. Each Fund will provide common shareholders with notification of 
each repurchase offer no less than seven days and no more than fourteen 
days prior to the repurchase request deadline. The notification will 
include all information required by rule 23c-3(b)(4)(i). Each Fund will 
file the notification and the Form N-23c-3 with the Commission within 
three business days after sending the notification to its respective 
common shareholders.
    9. The Funds will not suspend or postpone a repurchase offer except 
pursuant to the vote of a majority of its Disinterested Trustees, and 
only under the limited circumstances specified in rule 23c-3(b)(3)(i). 
The Funds will not condition a repurchase offer upon tender of any 
minimum amount of shares. In addition, each Fund will comply with the 
pro ration and other allocation requirements of rule 23c-3(b)(5) if 
common shareholders tender more than the repurchase offer amount. 
Further, each Fund will permit tenders to be withdrawn or modified at 
any time until the repurchase request deadline, but will not permit 
tenders to be withdrawn or modified thereafter.
    10. From the time a Fund sends its notification to shareholders of 
the repurchase offer until the repurchase pricing date, a percentage of 
such Fund's assets equal to at least 100% of the repurchase offer 
amount will consist of: (a) Assets that can be sold or disposed of in 
the ordinary course of business at approximately the price at which 
such Fund has valued such investment within a period equal to the 
period between the repurchase request deadline and the repurchase 
payment deadline; or (b) assets that mature by the next repurchase 
payment deadline. In the event the assets of a Fund fail to comply with 
this requirement, the Board will cause such Fund to take such action as 
it deems appropriate to ensure compliance.
    11. In compliance with the asset coverage requirements of section 
18 of the Act, any senior security issued by, or other indebtedness of, 
a Fund will either mature by the next repurchase pricing date or 
provide for such Fund's ability to call, repay or redeem such senior 
security or other indebtedness by the next repurchase pricing date, 
either in whole or in part, without penalty or premium, as necessary to 
permit that Fund to complete the repurchase offer in such amounts 
determined by its Board.
    12. The Board of each Fund will adopt written procedures to ensure 
that such Fund's portfolio assets are sufficiently liquid so that it 
can comply with its fundamental policy on repurchases and the liquidity 
requirements of rule 23c-3(b)(10)(i). The Board of each Fund will 
review the overall composition of the portfolio and make and approve 
such changes to the procedures as it deems necessary.

[[Page 49882]]

Applicants' Legal Analysis

    1. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction, or any class or classes of 
persons, securities, or transactions, from any provision of the Act or 
rule thereunder, if and to the extent that such exemption is necessary 
or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.
    2. Section 23(c) of the Act provides in relevant part that no 
registered closed-end investment company shall purchase any securities 
of any class of which it is the issuer except: (a) On a securities 
exchange or other open market; (b) pursuant to tenders, after 
reasonable opportunity to submit tenders given to all holders of 
securities of the class to be purchased; or (c) under such other 
circumstances as the Commission may permit by rules and regulations or 
orders for the protection of investors.
    3. Rule 23c-3 under the Act permits a registered closed-end 
investment company to make repurchase offers for its common stock at 
net asset value at periodic intervals pursuant to a fundamental policy 
of the investment company. ``Periodic interval'' is defined in rule 
23c-3(a)(1) as an interval of three, six, or twelve months. Rule 23c-
3(b)(4) requires that notification of each repurchase offer be sent to 
shareholders no less than 21 calendar days and no more than 42 calendar 
days before the repurchase request deadline.
    4. Applicants request an order pursuant to sections 6(c) and 23(c) 
of the Act exempting them from rule 23c-3(a)(1) to the extent necessary 
to permit the Funds to make monthly repurchase offers. Applicants also 
request an exemption from the notice provisions of rule 23c-3(b)(4) to 
the extent necessary to permit each Fund to send notification of an 
upcoming repurchase offer to shareholders at least seven days but no 
more than fourteen calendar days in advance of the repurchase request 
deadline.
    5. Applicants contend that monthly repurchase offers are in the 
shareholders' best interests and consistent with the policies 
underlying rule 23c-3. Applicants assert that monthly repurchase offers 
will provide investors with more liquidity than quarterly repurchase 
offers. Applicants assert that shareholders will be better able to 
manage their investments and plan transactions, because if they decide 
to forego a repurchase offer, they will only need to wait one month for 
the next offer. Applicants also contend that the portfolio of each Fund 
will be managed to provide ample liquidity for monthly repurchase 
offers. Applicants do not believe that a change to monthly repurchases 
would necessitate any change in portfolio management practices of any 
of the Funds in order to satisfy rule 23c-3. In fact, applicants expect 
limited or no impact on overall portfolio management or performance of 
such Funds upon converting to monthly offers and believe that it may be 
easier to manage the cash of the portfolio for the smaller monthly 
offers compared to the larger quarterly ones.
    6. Applicants propose to send notification to shareholders at least 
seven days, but no more than fourteen calendar days, in advance of a 
repurchase request deadline. Applicants assert that, because BGFREI 
(and any Future Fund) currently intends to make payment on the next 
business day following the pricing date, the entire procedure can be 
completed before the next notification is sent out to shareholders; 
thus avoiding any overlap. Applicants believe that these procedures 
will eliminate any possibility of investor confusion. Applicants also 
state that monthly repurchase offers will be a fundamental feature of 
the Funds, and their prospectuses will provide a clear explanation of 
the repurchase program.
    7. Applicants submit that for the reasons given above the requested 
relief is appropriate in the public interest and is consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief shall 
be subject to the following conditions:
    1. BGFREI (and any Future Fund relying on this relief) will make a 
repurchase offer pursuant to rule 23c-3(b) for a repurchase offer 
amount of not less than 5% in any one-month period. In addition, the 
repurchase offer amount for the then-current monthly period, plus the 
repurchase offer amounts for the two monthly periods immediately 
preceding the then-current monthly period, will not exceed 25% of 
BGFREI's (or Future Fund's, as applicable) outstanding common shares. 
BGFREI (and any Future Fund relying on this relief) may repurchase 
additional tendered shares pursuant to rule 23c-3(b)(5) only to the 
extent the percentage of additional shares so repurchased does not 
exceed 2% in any three-month period.
    2. Payment for repurchased shares will occur at least five business 
days before notification of the next repurchase offer is sent to 
shareholders of BGFREI (or Future Fund relying on this relief).

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-23368 Filed 10-26-17; 8:45 am]
BILLING CODE 8011-01-P
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