Blackstone Alternative Alpha Fund, et al., 65433-65434 [2019-25798]
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Federal Register / Vol. 84, No. 229 / Wednesday, November 27, 2019 / Notices
The public portions of the Postal
Service’s filing are available for review
on the Commission’s website (https://
www.prc.gov). Comments and other
material filed in this proceeding will be
available for review on the
Commission’s website, unless the
information contained therein is subject
to an application for non-public
treatment. The Commission’s rules on
non-public materials (including access
to documents filed under seal) appear in
39 CFR part 3007.
Pursuant to 39 U.S.C. 505, Anne C.
O’Connor continues to be designated as
an officer of the Commission (Public
Representative) to represent the
interests of the general public in this
proceeding.5
V. Ordering Paragraphs
It is ordered:
1. Comments on the planned price
adjustments and related classification
changes for First-Class Mail, as
amended, are due no later than
November 27, 2019.
2. Pursuant to 39 U.S.C. 505, Anne C.
O’Connor will continue to serve as an
officer of the Commission (Public
Representative) to represent the
interests of the general public in this
proceeding.
3. The Commission directs the
Secretary of the Commission to arrange
for prompt publication of this notice in
the Federal Register.
By the Commission.
Darcie S. Tokioka,
Acting Secretary.
[FR Doc. 2019–25705 Filed 11–26–19; 8:45 am]
BILLING CODE 7710–FW–P
POSTAL SERVICE
Product Change—Priority Mail
Negotiated Service Agreement
Postal ServiceTM.
Notice.
AGENCY:
ACTION:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
SUMMARY:
seeks issuance of a final order by December 12,
2019. See Response to Order No. 5302 at 21.
However, the Commission notes that in order to
sufficiently address the issues identified in Carlson
v. Postal Reg. Comm’n, 938 F.3d 337 (D.C Cir.
2019), the Commission’s determination may exceed
the 14-day deadline set forth in 39 CFR 3010.11(h).
Order No. 5302 at 3.
5 See Notice and Order on Price Adjustments and
Classification Changes for Market Dominant
Products, October 10, 2019, at 4, 5 (Order No. 5273).
VerDate Sep<11>2014
20:21 Nov 26, 2019
Jkt 250001
Date of required notice:
November 27, 2019.
DATES:
FOR FURTHER INFORMATION CONTACT:
Sean Robinson, 202–268–8405.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on November 21,
2019, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail Contract 565 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2020–35, CP2020–33.
SUPPLEMENTARY INFORMATION:
Sean Robinson,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2019–25716 Filed 11–26–19; 8:45 am]
BILLING CODE 7710–12–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33703; File No. 812–15021]
Blackstone Alternative Alpha Fund, et
al.
November 22, 2019.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
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: Blackstone Alternative
Investment Funds, registered under the
Act as an open-end management
investment company on behalf of all
existing series; 1 Blackstone Alternative
Alpha Fund, Blackstone Alternative
Alpha Fund II, and Blackstone
Alternative Alpha Master Fund, each
registered under the Act as a closed-end
management investment company; and
1 Certain of the Funds (defined below) may be
money market funds that comply with Rule 2a–7
under the Act (each a ‘‘Money Market Fund’’). None
of the existing Funds is a Money Market Fund, but
if Money Market Funds rely on this relief in the
future, they typically will not participate as
borrowers because such Funds rarely need to
borrow cash to meet redemptions.
PO 00000
Frm 00087
Fmt 4703
Sfmt 4703
65433
Blackstone Alternative Asset
Management L.P. (‘‘BAAM’’) and
Blackstone Alternative Investment
Advisors LLC (‘‘BAIA’’), each registered
as an investment adviser under the
Investment Advisers Act of 1940.
Filing Dates: The application was
filed on April 18, 2019 and amended on
September 5, 2019.
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
December 17, 2019 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: c/o James Hannigan,
Blackstone Alternative Investment
Advisors LLC, 345 Park Avenue, 28th
Floor, New York, NY 10154.
FOR FURTHER INFORMATION CONTACT: Erin
Loomis Moore, Senior Counsel, at (202)
551–6721, or Parisa Haghshenas, Branch
Chief, at (202) 551–6723 (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 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
unanticipated redemptions or trade
fails.2 The Funds will not borrow under
2 Applicants request that the order apply to the
applicants and to any existing or future registered
E:\FR\FM\27NON1.SGM
Continued
27NON1
65434
Federal Register / Vol. 84, No. 229 / Wednesday, November 27, 2019 / Notices
the facility for leverage purposes and
the loans’ duration will be no more than
7 days.3
2. Applicants anticipate that the
proposed facility would provide a
borrowing Fund with a source of
liquidity at a rate lower than the bank
borrowing rate 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 Advisers, through a designated
committee, would administer the
facility as a disinterested fiduciary as
part of its duties under the investment
management agreements with each
Fund and would receive no additional
fee as compensation for their services in
connection with the administration of
the facility. The facility would be
subject to oversight and certain
approvals by the Funds’ Boards,
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 current net assets, and
the Fund’s loans to any one Fund will
not exceed 5% of the lending Fund’s net
assets.4
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
open-end or closed-end management investment
company or series thereof for which BAAM or
BAIA or any successor thereto or an investment
adviser controlling, controlled by, or under
common control (within the meaning of Section
2(a)(9) of the 1940 Act) with BAAM or BAIA or any
successor thereto serves as investment adviser (each
such investment adviser entity being included in
the term ‘‘Adviser,’’ and each such investment
company, or series thereof, a ‘‘Fund’’ and
collectively the ‘‘Funds’’). For purposes of the
requested order, ‘‘successor’’ is limited to any entity
that results from a reorganization into another
jurisdiction or a change in the type of a business
organization. The Funds that are closed-end
management investment companies will not
participate as borrowers in the interfund lending
facility.
3 Any Fund, however, will be able to call a loan
on one business day’s notice.
4 Under certain circumstances, a borrowing Fund
will be required to pledge collateral to secure the
loan.
VerDate Sep<11>2014
20:21 Nov 26, 2019
Jkt 250001
investment companies and there will be
no duplicative costs or fees to the
Funds.5 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).6
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 openend Funds would remain subject to the
requirement of section 18(f)(1) that all
borrowings of the open-end 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
5 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.
6 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 00088
Fmt 4703
Sfmt 4703
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,
Deputy Secretary.
[FR Doc. 2019–25798 Filed 11–26–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–87581; File No. SR–
CboeBZX–2019–076)]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change, as Modified by
Amendment No. 1, To List and Trade
Shares of the Clearbridge Small Cap
Value ETF Under Currently Proposed
Rule 14.11(k)
November 21, 2019.
On September 26, 2019, Cboe BZX
Exchange, Inc. 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
list and trade shares of the Clearbridge
Small Cap Value ETF under currently
proposed Rule 14.11(k) (Managed
Portfolio Shares). On October 9, 2019,
the Exchange filed Amendment No. 1 to
the proposed rule change, which
amended and replaced the rule change
in its entirety. The proposed rule
change, as modified by Amendment No.
1, was published for comment in the
Federal Register on October 17, 2019.3
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 87286
(October 10, 2019), 84 FR 55608.
2 17
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27NON1
]]>Agencies
[Federal Register Volume 84, Number 229 (Wednesday, November 27, 2019)]
[Notices]
[Pages 65433-65434]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-25798]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33703; File No. 812-15021]
Blackstone Alternative Alpha Fund, et al.
November 22, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').
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 management investment companies to
participate in a joint lending and borrowing facility.
Applicants: Blackstone Alternative Investment Funds, registered
under the Act as an open-end management investment company on behalf of
all existing series; \1\ Blackstone Alternative Alpha Fund, Blackstone
Alternative Alpha Fund II, and Blackstone Alternative Alpha Master
Fund, each registered under the Act as a closed-end management
investment company; and Blackstone Alternative Asset Management L.P.
(``BAAM'') and Blackstone Alternative Investment Advisors LLC
(``BAIA''), each registered as an investment adviser under the
Investment Advisers Act of 1940.
---------------------------------------------------------------------------
\1\ Certain of the Funds (defined below) may be money market
funds that comply with Rule 2a-7 under the Act (each a ``Money
Market Fund''). None of the existing Funds is a Money Market Fund,
but if Money Market Funds rely on this relief in the future, they
typically will not participate as borrowers because such Funds
rarely need to borrow cash to meet redemptions.
---------------------------------------------------------------------------
Filing Dates: The application was filed on April 18, 2019 and
amended on September 5, 2019.
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 December 17, 2019 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: c/o James Hannigan,
Blackstone Alternative Investment Advisors LLC, 345 Park Avenue, 28th
Floor, New York, NY 10154.
FOR FURTHER INFORMATION CONTACT: Erin Loomis Moore, Senior Counsel, at
(202) 551-6721, or Parisa Haghshenas, Branch Chief, at (202) 551-6723
(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 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 unanticipated redemptions or
trade fails.\2\ The Funds will not borrow under
[[Page 65434]]
the facility for leverage purposes and the loans' duration will be no
more than 7 days.\3\
---------------------------------------------------------------------------
\2\ Applicants request that the order apply to the applicants
and to any existing or future registered open-end or closed-end
management investment company or series thereof for which BAAM or
BAIA or any successor thereto or an investment adviser controlling,
controlled by, or under common control (within the meaning of
Section 2(a)(9) of the 1940 Act) with BAAM or BAIA or any successor
thereto serves as investment adviser (each such investment adviser
entity being included in the term ``Adviser,'' and each such
investment company, or series thereof, a ``Fund'' and collectively
the ``Funds''). For purposes of the requested order, ``successor''
is limited to any entity that results from a reorganization into
another jurisdiction or a change in the type of a business
organization. The Funds that are closed-end management investment
companies will not participate as borrowers in the interfund lending
facility.
\3\ 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 a source of liquidity at a rate lower than the bank
borrowing rate 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 Advisers, through a designated committee, would
administer the facility as a disinterested fiduciary as part of its
duties under the investment management agreements with each Fund and
would receive no additional fee as compensation for their services in
connection with the administration of the facility. The facility would
be subject to oversight and certain approvals by the Funds' Boards,
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 current net assets, and the Fund's loans to any one Fund will not
exceed 5% of the lending Fund's net assets.\4\
---------------------------------------------------------------------------
\4\ 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.\5\ 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).\6\
---------------------------------------------------------------------------
\5\ 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.
\6\ 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 open-end Funds would remain subject to the requirement of section
18(f)(1) that all borrowings of the open-end 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,
Deputy Secretary.
[FR Doc. 2019-25798 Filed 11-26-19; 8:45 am]
BILLING CODE 8011-01-P
