Weiss Strategic Interval Fund and Weiss Multi-Strategy Advisers LLC, 24377-24379 [2018-11296]

Download as PDF Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices 17g–1’s requirements is two hours, one hour each for a compliance attorney and the board of directors as a whole. The time spent by a compliance attorney includes time spent filing reports with the Commission for fidelity losses (if any) as well as paperwork associated with any notices to directors, and managing any updates to the bond and the joint agreement (if one exists). The time spent by the board of directors as a whole includes any time spent initially establishing the bond, as well as time spent on annual updates and approvals. The Commission staff therefore estimates the total ongoing paperwork burden hours per year for all funds required by rule 17g–1 to be 6,346 hours (3,173 funds × 2 hours = 6,346 hours). These estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act. These estimates are not derived from a comprehensive or even a representative survey or study of Commission rules. The collection of information required by Rule 17g–1 is mandatory and will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The public may view the background documentation for this information collection at the following website, www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Shagufta_ Ahmed@omb.eop.gov; and (ii) Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_Mailbox@ sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: May 18, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–11218 Filed 5–24–18; 8:45 am] amozie on DSK3GDR082PROD with NOTICES1 BILLING CODE 8011–01–P VerDate Sep<11>2014 18:28 May 24, 2018 Jkt 241001 24377 Weiss Strategic Interval Fund and Weiss Multi-Strategy Advisers LLC application. The complete application may be obtained via the Commission’s website 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. May 21, 2018. Applicants’ Representations SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33101; File No. 812–14832] Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 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: Weiss Strategic Interval Fund (the ‘‘Fund’’) and Weiss MultiStrategy Advisers LLC (the ‘‘Adviser’’). FILING DATES: The application was filed on October 11, 2017 and amended on March 19, 2018. 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 June 15, 2018, 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: Jeffrey Dillabough, Weiss Multi-Strategy Advisers LLC, 320 Park Avenue, New York, NY 10022. FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or Andrea Ottomanelli Magovern, Branch Chief, at (202) 551–6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 1. The Fund is a Delaware statutory trust that is registered under the Act as a diversified, closed-end management investment company that will be operated as an interval fund. 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 the Fund. 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,’’ and together with the Fund, the ‘‘Funds,’’ and each, individually, a ‘‘Fund’’).2 The Fund’s common shares are not offered or traded in the secondary market and are not listed on any exchange or quoted on any quotation medium. 3. 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. 4. 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). 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 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. E:\FR\FM\25MYN1.SGM 25MYN1 amozie on DSK3GDR082PROD with NOTICES1 24378 Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices 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. 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. 5. Each Fund’s fundamental policies will specify 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. 6. 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. The Fund (and any Future Fund) currently intends to make payment by the fifth business day or seventh calendar day (whichever period is shorter) 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. The Fund intends to, 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). 7. 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. 8. The Funds will not suspend or postpone a repurchase offer except pursuant to the vote of a majority of its Trustees, including 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 VerDate Sep<11>2014 18:28 May 24, 2018 Jkt 241001 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. 9. 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. 10. 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. 11. 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. 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. PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 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 public interest and in the common shareholders’ 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. 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 the Fund (and any Future Fund) currently intends to make payment on the fifth business day or seventh calendar day (whichever period is shorter) following the repurchase E:\FR\FM\25MYN1.SGM 25MYN1 Federal Register / Vol. 83, No. 102 / Friday, May 25, 2018 / Notices pricing date, the entire procedure will 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. The Fund (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 the Fund’s (or Future Fund’s, as applicable) outstanding common shares. The Fund (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 the Fund (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. 2018–11296 Filed 5–24–18; 8:45 am] BILLING CODE 8011–01–P amozie on DSK3GDR082PROD with NOTICES1 SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 VerDate Sep<11>2014 18:28 May 24, 2018 Jkt 241001 Extension: Rule 206(4)–3, SEC File No. 270–218, OMB Control No. 3235–0242 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Rule 206(4)–3 (17 CFR 275.206(4)–3) under the Investment Advisers Act of 1940, which is entitled ‘‘Cash Payments for Client Solicitations,’’ provides restrictions on cash payments for client solicitations. The rule requires that an adviser pay all solicitors’ fees pursuant to a written agreement. When an adviser will provide only impersonal advisory services to the prospective client, the rule imposes no disclosure requirements. When the solicitor is affiliated with the adviser and the adviser will provide individualized advisory services to the prospective client, the solicitor must, at the time of the solicitation or referral, indicate to the prospective client that he is affiliated with the adviser. When the solicitor is not affiliated with the adviser and the adviser will provide individualized advisory services to the prospective client, the solicitor must, at the time of the solicitation or referral, provide the prospective client with a copy of the adviser’s brochure and a disclosure document containing information specified in rule 206(4)–3. Amendments to rule 206(4)–3, adopted in 2010 in connection with rule 206(4)– 5, specify that solicitation activities involving a government entity, as defined in rule 206(4)–5, are subject to the additional limitations of rule 206(4)–5. The information rule 206(4)– 3 requires is necessary to inform advisory clients about the nature of the solicitor’s financial interest in the recommendation so the prospective clients may consider the solicitor’s potential bias, and to protect clients against solicitation activities being carried out in a manner inconsistent with the adviser’s fiduciary duty to clients. Rule 206(4)–3 is applicable to all Commission-registered investment advisers. The Commission believes that approximately 4,395 of these advisers have cash referral fee arrangements. The rule requires approximately 7.04 burden hours per year per adviser and results in a total of approximately 30,941 total burden hours (7.04 × 4,395) for all advisers. PO 00000 Frm 00108 Fmt 4703 Sfmt 4703 24379 Please direct your written comments to Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, C/O Remi Pavlik-Simon, 100 F Street NE, Washington, DC 20549; or send an email to: PRA_Mailbox@sec.gov. Dated: May 18, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–11219 Filed 5–24–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83294; File No. SR– NASDAQ–2018–008] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Modify the Listing Requirements Contained in Listing Rule 5635(d) To Change the Definition of Market Value for Purposes of the Shareholder Approval Rule and Eliminate the Requirement for Shareholder Approval of Issuances at a Price Less Than Book Value but Greater Than Market Value May 21, 2018. I. Introduction On January 30, 2018, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to modify the listing requirements contained in Nasdaq Rule 5635(d) to (1) change the definition of market value for purposes of shareholder approval under Nasdaq Rule 5635(d); (2) eliminate the requirement for shareholder approval of issuances at a price less than book value but greater than market value; and (3) make other conforming changes. The proposed rule change was published for comment in the Federal Register on February 20, 2018.3 On April 4, 2018, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to either approve the proposed rule change, disapprove the proposed rule change, or institute 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 82702 (February 13, 2018), 83 FR 7269 (February 20, 2018) (‘‘Notice’’). 4 15 U.S.C. 78s(b)(2). 2 17 E:\FR\FM\25MYN1.SGM 25MYN1

Agencies

[Federal Register Volume 83, Number 102 (Friday, May 25, 2018)]
[Notices]
[Pages 24377-24379]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-11296]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33101; File No. 812-14832]


Weiss Strategic Interval Fund and Weiss Multi-Strategy Advisers 
LLC

May 21, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

-----------------------------------------------------------------------

    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:  Weiss Strategic Interval Fund (the ``Fund'') and Weiss 
Multi-Strategy Advisers LLC (the ``Adviser'').

Filing Dates:  The application was filed on October 11, 2017 and 
amended on March 19, 2018.

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 June 15, 2018, 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: Jeffrey Dillabough, 
Weiss Multi-Strategy Advisers LLC, 320 Park Avenue, New York, NY 10022.

FOR FURTHER INFORMATION CONTACT: Asen Parachkevov, Senior Counsel, or 
Andrea Ottomanelli Magovern, 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 website 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. The Fund is a Delaware statutory trust that is registered under 
the Act as a diversified, closed-end management investment company that 
will be operated as an interval fund. 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 the Fund.
    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,'' and together with the Fund, 
the ``Funds,'' and each, individually, a ``Fund'').\2\ The Fund's 
common shares are not offered or traded in the secondary market and are 
not listed on any exchange or quoted on any quotation medium.
---------------------------------------------------------------------------

    \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. 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.
    4. 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). 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

[[Page 24378]]

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. 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.
    5. Each Fund's fundamental policies will specify 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.
    6. 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. The 
Fund (and any Future Fund) currently intends to make payment by the 
fifth business day or seventh calendar day (whichever period is 
shorter) 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. The Fund intends to, 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).
    7. 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.
    8. The Funds will not suspend or postpone a repurchase offer except 
pursuant to the vote of a majority of its Trustees, including 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.
    9. 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.
    10. 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.
    11. 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.

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 
public interest and in the common shareholders' 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.
    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 the Fund 
(and any Future Fund) currently intends to make payment on the fifth 
business day or seventh calendar day (whichever period is shorter) 
following the repurchase

[[Page 24379]]

pricing date, the entire procedure will 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. The Fund (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 the 
Fund's (or Future Fund's, as applicable) outstanding common shares. The 
Fund (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 the Fund (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. 2018-11296 Filed 5-24-18; 8:45 am]
 BILLING CODE 8011-01-P
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