iShares MSCI Russia ETF, a Series of iShares Inc., and BlackRock Fund Advisors; Notice of Application and Temporary Order, 48521-48523 [2022-17001]
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Federal Register / Vol. 87, No. 152 / Tuesday, August 9, 2022 / Notices
48521
LICENSE AMENDMENT ISSUANCE(S)—Continued
ADAMS Accession No ..............................................................................
Amendment No(s) ....................................................................................
Brief Description of Amendment(s) ..........................................................
Public Comments Received as to Proposed NSHC (Yes/No) .................
ML22094A107.
151.
The amendment modified the licensing basis, by the addition of a License Condition, to allow for the implementation of the provisions of
10 CFR 50.69, ‘‘Risk-Informed Categorization and Treatment of
Structures, Systems and Components for Nuclear Power Reactors.’’
The provisions of 10 CFR 50.69 allow adjustment of the scope of
equipment subject to special treatment controls (e.g., quality assurance, testing, inspection, condition monitoring, assessment, and
evaluation).
No.
Southern Nuclear Operating Company, Inc.; Vogtle Electric Generating Plant, Units 1 and 2; Burke County, GA
Docket No(s) .............................................................................................
Amendment Date ......................................................................................
ADAMS Accession No ..............................................................................
Amendment No(s) ....................................................................................
Brief Description of Amendment(s) ..........................................................
Public Comments Received as to Proposed NSHC (Yes/No) .................
50–424, 50–425.
July 5, 2022.
ML22116A084.
215, 198.
The amendments revise Technical Specification 3.7.2, ‘‘Main Steam
Isolation Valves (MSIVs),’’ Limiting Condition of Operation (LCO), to
require four MSIVs and its associated actuators and associated bypass valves be Operable in MODE 1, and in MODES 2 and 3 with
exceptions. The amendments to TS 3.7.2 also add to and modify the
Conditions and Required Actions, update the existing Surveillance
Requirement (SR), and add a new SR to reflect the change in the
LCO requirements.
No.
Tennessee Valley Authority; Browns Ferry Nuclear Plant, Units 1, 2, and 3; Limestone County, AL
Docket No(s) .............................................................................................
Amendment Date ......................................................................................
ADAMS Accession No ..............................................................................
Amendment No(s) ....................................................................................
Brief Description of Amendment(s) ..........................................................
Public Comments Received as to Proposed NSHC (Yes/No) .................
Dated: July 29, 2022.
For the Nuclear Regulatory Commission.
Bo M. Pham,
Director, Division of Operating Reactor
Licensing, Office of Nuclear Reactor
Regulation.
[FR Doc. 2022–16655 Filed 8–8–22; 8:45 am]
BILLING CODE 7590–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34661; File No. 812–15377]
iShares MSCI Russia ETF, a Series of
iShares Inc., and BlackRock Fund
Advisors; Notice of Application and
Temporary Order
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application and a
temporary order under section 22(e)(3)
of the Investment Company Act of 1940
(the ‘‘Act’’).
jspears on DSK121TN23PROD with NOTICES
AGENCY:
Summary of Application: Applicants
request a temporary order to permit
iShares MSCI Russia ETF (the ‘‘Fund’’),
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18:04 Aug 08, 2022
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50–259, 50–260, 50–296.
June 24, 2022.
ML22138A325.
321, 344, and 304.
The amendments expand the applicability of the spent fuel pool criticality safety analysis of record for the Browns Ferry Nuclear Plant,
Units 1, 2, and 3, to include the ATRIUM 11TM fuel design.
No.
a series of iShares Inc. (the ‘‘Company’’),
to suspend the right of redemption of its
outstanding redeemable securities and
postpone the date of payment of
redemption proceeds with respect to
redemption orders received but not yet
paid.
Applicants: The Company, on behalf
of the Fund, and BlackRock Fund
Advisors, the Fund’s investment adviser
(‘‘Adviser’’ and together with the
Company, the ‘‘Applicants’’).
Filing Date: The application was filed
on August 3, 2022.
Hearing or Notification of Hearing:
Interested persons may request a
hearing by emailing to the
Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants
with a copy of the request by email, if
an email address is listed for the
relevant Applicant below, or personally
or by mail, if a physical address is listed
for the relevant Applicant below.
Hearing requests should be received by
the Commission by 5:30 p.m. on August
29, 2022, and should be accompanied
by proof of service on Applicants, in the
form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0–
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Fmt 4703
Sfmt 4703
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 at
Secretarys-Office@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Benjamin J. Haskin, Esq. and Anne C.
Choe, Esq., Willkie Farr & Gallagher
LLP, 1875 K Street NW, Washington, DC
20006–1238, with copies to Marisa
Rolland, Esq., BlackRock Fund
Advisors, 400 Howard Street, San
Francisco, CA 94105.
FOR FURTHER INFORMATION CONTACT:
Christopher D. Carlson, Senior Counsel,
Trace W. Rakestraw, Branch Chief, or
Daniele Marchesani, Assistant Chief
Counsel, at (202) 551–6825 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: For
Applicants’ representations, legal
analysis, and conditions, please refer to
Applicants’ application, dated August 3,
2022, which may be obtained via the
E:\FR\FM\09AUN1.SGM
09AUN1
48522
Federal Register / Vol. 87, No. 152 / Tuesday, August 9, 2022 / Notices
Commission’s website by searching for
the file number at the top of this
document, or for an Applicant using the
Company name search field, on the
SEC’s EDGAR system. The SEC’s
EDGAR system may be searched at
https://www.sec.gov/edgar/searchedgar/
legacy/companysearch.html. You may
also call the SEC’s Public Reference
Room at (202) 551–8090.
jspears on DSK121TN23PROD with NOTICES
Background
1. The Company is registered under
the Act as an open-end series
management investment company.
Adviser is the investment adviser to the
Fund, a series of the Company. Adviser
is registered as an investment adviser
under the Investment Advisers Act of
1940.
2. The Fund is a non-diversified
exchange-traded fund (‘‘ETF’’) that
operates pursuant to Rule 6c–11 under
the Act, which provides that shares of
an ETF can be purchased or redeemed
directly from the ETF at net asset value
solely by authorized participants
(‘‘APs’’) and only in aggregations of a
specified number of shares. Shares of
the Fund are listed on NYSE Arca, Inc.
(‘‘NYSE Arca’’).
3. Prior to the events described in the
Application, the Fund was managed by
Adviser according to an investment
objective of seeking to track the
investment results of an index
composed of Russian equities. MSCI,
Inc. discontinued the Fund’s underlying
index (the ‘‘Underlying Index’’) on June
1, 2022.
4. Applicants state that the request for
relief arises from the effect of
geopolitical affairs on transactions in
the Russian equity markets and on the
relevant markets for Russian equity
securities generally, and on related
clearance and payment systems. As a
result of these geopolitical affairs,
virtually all of the Fund’s direct and
indirect holdings of Russian equity
securities have become illiquid and are
fair valued at or near zero.
5. Effective March 1, 2022, the Fund
temporarily suspended new creations of
its shares until further notice due to
concerns about newly imposed
restrictions impacting the ability of U.S.
investors to transact in securities in the
Underlying Index, among other
reasons.1 Prior to market open on March
4, 2022, NYSE Arca halted trading of the
1 See Exchange-Traded Funds, Investment
Company Act Release Number 33646 (Sept. 25,
2019) (‘‘[A]n ETF generally may suspend the
issuance of creation units only for a limited time
and only due to extraordinary circumstances, such
as when the markets on which the ETF’s portfolio
holdings are traded are closed for a limited period
of time.’’).
VerDate Sep<11>2014
18:04 Aug 08, 2022
Jkt 256001
Fund’s shares in light of ongoing issues
related to Russia’s invasion of Ukraine.
6. Applicants anticipate that the
Fund’s shares will be delisted by NYSE
Arca on a date 15 days after the
requested relief is granted and
coinciding with the payment of the
initial liquidating distribution by the
Fund (or an earlier date if NYSE Arca
determines in its discretion to delist
shares of the Fund, which may occur
even if the requested relief is not
granted). If shares of the Fund are
delisted by NYSE Arca, the Fund will
not be able to continue to operate as an
ETF, pursuant to Rule 6c–11.
7. If the order requested in the
Application is granted, pursuant to the
Plan of Liquidation and Dissolution of
Series (the ‘‘Plan of Liquidation’’)
approved by the Board of Directors of
the Company (the ‘‘Board’’), the Fund
will distribute in liquidation all of its
liquid assets to shareholders, less a
reserve in an amount estimated to meet
the costs of the liquidation that would
be borne by the Fund. Following that
distribution, the Fund will have no
assets of realizable value (other than the
amount so held in reserve), and the
Fund’s positions in Russian securities
will not be transferable by the Fund. If
some or all of those Russian securities
were at some point before the Fund’s
final termination determined to have a
greater value, it is possible that they
would continue not to be transferable at
that time. In addition, it is possible that
even if Russian securities were able to
be sold, local regulations may not
permit the proceeds of any such sale(s)
to be converted to U.S. dollars which
are freely available to the Fund. The
Fund’s remaining portfolio assets—the
Russian equity securities—will therefore
remain in the Fund until they can be
sold and converted into U.S. dollars
(with the proceeds distributed to the
Fund’s shareholders) or are permanently
written off, in each case as determined
by the Adviser and approved by the
Board of Directors of the Company (the
‘‘Board’’).
8. Applicants believe the requested
relief will permit the Fund to liquidate
its holdings in the manner described
above without the risk that it might be
required to meet redemption requests
submitted potentially out of the reserve
or otherwise when the Fund would have
no or few assets to meet the redemption
requests. In addition, applicants state
that suspension of redemptions prior to
the initial distribution in liquidation
will ensure that shareholders submitting
such redemption requests will
participate in the liquidation and also
will be entitled to share both in the
August 2022 liquidating distribution
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and any subsequent liquidating
distribution. Notwithstanding the
present inability to dispose of Russian
securities held by the Fund, Applicants
have determined to seek the requested
order at this time because Applicants
believe that liquidation of the Fund is
in the best interests of the Fund’s
shareholders. Without the requested
relief, the Fund will be required to
satisfy redemption requests from APs,
while other investors would be unable
to trade the Fund’s shares. Although the
Fund has received no redemption orders
since the invasion began, it is possible
that redemption orders could be
received at any time.
9. In addition, as noted above, the
NYSE Arca may determine in its
discretion to delist shares of the Fund
if the requested relief is not granted. The
Fund will not be eligible to rely on Rule
6c–11 once the Fund’s shares are
delisted by NYSE Arca. As a
consequence, to the extent that the Fund
is obligated to satisfy any individual
redemption requests received from nonAP shareholders of the Fund, the Fund
would be unable to accept or process
such redemption requests from an
operational perspective because the
Fund and its service providers do not
have the operational infrastructure to
enable the Fund to engage in non-AP
primary market transactions. The Fund
therefore would not, for its part, initiate
delisting of the Fund’s shares with
NYSE Arca until after the requested
relief is granted.2
Relief Requested
1. Applicants request an order
pursuant to Section 22(e) of the Act to
suspend the right of redemption with
respect to shares of the Fund effective
August 3, 2022, and postpone the date
of payment of redemption proceeds
with respect to redemption orders
received on or after August 1, 2022 but
not yet paid as of August 3, 2022, for
more than seven days after the tender of
securities to the Fund, until the Fund
completes the liquidation of its portfolio
and distributes all its assets to the
shareholders, or until the Commission
rescinds the order granted herein.
Applicants believe that the relief
requested is appropriate for the
protection of shareholders of the Fund.
Applicants’ Legal Analysis
1. Section 22(e)(1) of the Act provides
that a registered investment company
may not suspend the right of
redemption or postpone the date of
2 It is not anticipated that NYSE Arca will delist
the Fund’s shares before the Fund’s requested relief
is granted by the SEC.
E:\FR\FM\09AUN1.SGM
09AUN1
Federal Register / Vol. 87, No. 152 / Tuesday, August 9, 2022 / Notices
payment or satisfaction upon
redemption of any redeemable security
in accordance with its terms for more
than seven days after the tender of such
security to the company or its
designated agent except for any period
during which the New York Stock
Exchange (‘‘NYSE’’) is closed other than
customary week-end and holiday
closings, or during which trading on the
NYSE is restricted.
2. Section 22(e)(3) of the Act provides
that redemptions may be suspended by
a registered investment company for
such other periods as the Commission
may by order permit for the protection
of security holders of the registered
investment company.
3. Applicants submit that granting the
requested relief would be for the
protection of the shareholders of the
Fund, as provided in Section 22(e)(3) of
the Act. Applicants assert that, in
requesting an order by the Commission,
the Applicants’ goal is to ensure that all
of the Fund’s shareholders will be
treated appropriately and fairly in view
of the otherwise detrimental effect on
the Fund of the illiquidity of the Fund’s
investments and the ongoing
uncertainty surrounding the Russian
equity markets. The requested relief is
intended to permit an orderly
liquidation of the Fund’s portfolio and
ensure that all of the Fund’s
shareholders are protected in the
process.
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Applicants’ Conditions
Applicants agree that any order of the
Commission granting the requested
relief will be subject to the following
conditions:
1. The Board, including a majority of
the Independent Directors,3 will adopt
or has adopted the Plan of Liquidation
for the orderly liquidation of Fund
assets and distribution of appropriate
payments to Fund shareholders.
2. Pending liquidating distributions,
the Fund will invest proceeds of cash
dispositions of portfolio securities
solely in U.S. government securities,
money market funds that are registered
under the Act and comply with the
requirements of Rule 2a–7 under that
Act, cash equivalents, securities eligible
for purchase by a registered money
market fund meeting the requirements
of Rule 2a–7 under the Act with legal
maturities not in excess of 90 days and,
if determined to be necessary to protect
the value of a portfolio position in a
rights offering or other dilutive
3 ‘‘Independent Directors’’ means directors who
are not ‘‘interested persons’’ of the Company, as
such term is defined in Section 2(a)(19) of the Act.
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18:04 Aug 08, 2022
Jkt 256001
transaction, additional securities of the
affected issuer.
3. The Fund’s assets will be
distributed to the Fund’s shareholders
solely in accordance with the Plan of
Liquidation.
4. The Fund and the Adviser will
make and keep true, accurate and
current all appropriate records,
including but not limited to those
surrounding the events leading to the
requested relief, the Plan of Liquidation,
the sale of Fund portfolio securities, the
distribution of Fund assets, and
communications with shareholders
(including any complaints from
shareholders and responses thereto).
5. The Fund and the Adviser will
promptly make available to Commission
staff all files, books, records and
personnel, as requested, relating to the
Fund.
6. The Fund and the Adviser will
provide periodic reporting to
Commission staff regarding their
activities carried out pursuant to the
Plan of Liquidation.
7. The Adviser, its affiliates, and its
and their associated persons will not
receive any fee for managing the Fund.
8. The Fund will be in liquidation and
will not be engaged and does not
propose to engage in any business
activities other than those necessary for
the protection of its assets, the
protection of shareholders and the
winding-up of its affairs, as
contemplated by the Plan of
Liquidation.
9. The Fund and the Adviser will
appropriately convey accurate and
timely information to shareholders of
the Fund, before or promptly following
the effective date of the liquidation,
with regard to the status of the Fund
and its liquidation (including posting
such information on the Fund’s
website), and will thereafter from time
to time do so to reflect material
developments relating to the Fund or its
status, including, without limitation,
information concerning the dates and
amounts of distributions, and press
releases and periodic reports, and will
maintain a toll-free number to respond
to shareholder inquiries.
10. The Fund and the Adviser shall
consult with Commission staff prior to
making any material amendments to the
Plan of Liquidation.
Commission Finding
Based on the representations and
conditions in the application, the
Commission permits the temporary
suspension of the right of redemption
for the protection of the Fund’s
shareholders. Under the circumstances
described in the application, which
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Fmt 4703
Sfmt 4703
48523
require immediate action to protect the
Fund’s shareholders, the Commission
concludes that it is not practicable to
give notice or an opportunity to request
a hearing before issuing the order.
Accordingly, in the matter of iShares
MSCI Russia ETF, a series of iShares
Inc., and BlackRock Fund Advisors (File
No. 812–15377),
It is ordered, pursuant to Section
22(e)(3) of the Act, that the requested
relief from Section 22(e) of the Act is
granted with respect to the Fund until
it has liquidated, or until the
Commission rescinds the order granted
herein. This order shall be in effect as
of August 3, 2022, with suspension of
redemption rights as requested by the
Applicants to be effective as of August
3, 2022 and the postponement of
payment of redemption proceeds to
apply to redemption orders received on
or after August 1, 2022 but not yet paid
as of August 3, 2022.
By the Commission.
Dated: August 3, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022–17001 Filed 8–8–22; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–95412; File No. SR–
NYSEARCA–2022–47]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Modify the NYSE Arca
Options Fee Schedule
August 3, 2022.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on August
1, 2022, NYSE Arca, Inc. (‘‘NYSE Arca’’
or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to modify the
NYSE Arca Options Fee Schedule (‘‘Fee
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
E:\FR\FM\09AUN1.SGM
09AUN1
]]>Agencies
[Federal Register Volume 87, Number 152 (Tuesday, August 9, 2022)]
[Notices]
[Pages 48521-48523]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17001]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34661; File No. 812-15377]
iShares MSCI Russia ETF, a Series of iShares Inc., and BlackRock
Fund Advisors; Notice of Application and Temporary Order
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application and a temporary order under section
22(e)(3) of the Investment Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
Summary of Application: Applicants request a temporary order to
permit iShares MSCI Russia ETF (the ``Fund''), a series of iShares Inc.
(the ``Company''), to suspend the right of redemption of its
outstanding redeemable securities and postpone the date of payment of
redemption proceeds with respect to redemption orders received but not
yet paid.
Applicants: The Company, on behalf of the Fund, and BlackRock Fund
Advisors, the Fund's investment adviser (``Adviser'' and together with
the Company, the ``Applicants'').
Filing Date: The application was filed on August 3, 2022.
Hearing or Notification of Hearing: Interested persons may request
a hearing by emailing to the Commission's Secretary at [email protected] and serving Applicants with a copy of the request by
email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the
relevant Applicant below. Hearing requests should be received by the
Commission by 5:30 p.m. on August 29, 2022, and should be accompanied
by proof of service on Applicants, in the form of an affidavit or, for
lawyers, a certificate of service. Pursuant to rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary at [email protected].
ADDRESSES: The Commission: [email protected]. Applicants:
Benjamin J. Haskin, Esq. and Anne C. Choe, Esq., Willkie Farr &
Gallagher LLP, 1875 K Street NW, Washington, DC 20006-1238, with copies
to Marisa Rolland, Esq., BlackRock Fund Advisors, 400 Howard Street,
San Francisco, CA 94105.
FOR FURTHER INFORMATION CONTACT: Christopher D. Carlson, Senior
Counsel, Trace W. Rakestraw, Branch Chief, or Daniele Marchesani,
Assistant Chief Counsel, at (202) 551-6825 (Division of Investment
Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' application,
dated August 3, 2022, which may be obtained via the
[[Page 48522]]
Commission's website by searching for the file number at the top of
this document, or for an Applicant using the Company name search field,
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You
may also call the SEC's Public Reference Room at (202) 551-8090.
Background
1. The Company is registered under the Act as an open-end series
management investment company. Adviser is the investment adviser to the
Fund, a series of the Company. Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940.
2. The Fund is a non-diversified exchange-traded fund (``ETF'')
that operates pursuant to Rule 6c-11 under the Act, which provides that
shares of an ETF can be purchased or redeemed directly from the ETF at
net asset value solely by authorized participants (``APs'') and only in
aggregations of a specified number of shares. Shares of the Fund are
listed on NYSE Arca, Inc. (``NYSE Arca'').
3. Prior to the events described in the Application, the Fund was
managed by Adviser according to an investment objective of seeking to
track the investment results of an index composed of Russian equities.
MSCI, Inc. discontinued the Fund's underlying index (the ``Underlying
Index'') on June 1, 2022.
4. Applicants state that the request for relief arises from the
effect of geopolitical affairs on transactions in the Russian equity
markets and on the relevant markets for Russian equity securities
generally, and on related clearance and payment systems. As a result of
these geopolitical affairs, virtually all of the Fund's direct and
indirect holdings of Russian equity securities have become illiquid and
are fair valued at or near zero.
5. Effective March 1, 2022, the Fund temporarily suspended new
creations of its shares until further notice due to concerns about
newly imposed restrictions impacting the ability of U.S. investors to
transact in securities in the Underlying Index, among other reasons.\1\
Prior to market open on March 4, 2022, NYSE Arca halted trading of the
Fund's shares in light of ongoing issues related to Russia's invasion
of Ukraine.
---------------------------------------------------------------------------
\1\ See Exchange-Traded Funds, Investment Company Act Release
Number 33646 (Sept. 25, 2019) (``[A]n ETF generally may suspend the
issuance of creation units only for a limited time and only due to
extraordinary circumstances, such as when the markets on which the
ETF's portfolio holdings are traded are closed for a limited period
of time.'').
---------------------------------------------------------------------------
6. Applicants anticipate that the Fund's shares will be delisted by
NYSE Arca on a date 15 days after the requested relief is granted and
coinciding with the payment of the initial liquidating distribution by
the Fund (or an earlier date if NYSE Arca determines in its discretion
to delist shares of the Fund, which may occur even if the requested
relief is not granted). If shares of the Fund are delisted by NYSE
Arca, the Fund will not be able to continue to operate as an ETF,
pursuant to Rule 6c-11.
7. If the order requested in the Application is granted, pursuant
to the Plan of Liquidation and Dissolution of Series (the ``Plan of
Liquidation'') approved by the Board of Directors of the Company (the
``Board''), the Fund will distribute in liquidation all of its liquid
assets to shareholders, less a reserve in an amount estimated to meet
the costs of the liquidation that would be borne by the Fund. Following
that distribution, the Fund will have no assets of realizable value
(other than the amount so held in reserve), and the Fund's positions in
Russian securities will not be transferable by the Fund. If some or all
of those Russian securities were at some point before the Fund's final
termination determined to have a greater value, it is possible that
they would continue not to be transferable at that time. In addition,
it is possible that even if Russian securities were able to be sold,
local regulations may not permit the proceeds of any such sale(s) to be
converted to U.S. dollars which are freely available to the Fund. The
Fund's remaining portfolio assets--the Russian equity securities--will
therefore remain in the Fund until they can be sold and converted into
U.S. dollars (with the proceeds distributed to the Fund's shareholders)
or are permanently written off, in each case as determined by the
Adviser and approved by the Board of Directors of the Company (the
``Board'').
8. Applicants believe the requested relief will permit the Fund to
liquidate its holdings in the manner described above without the risk
that it might be required to meet redemption requests submitted
potentially out of the reserve or otherwise when the Fund would have no
or few assets to meet the redemption requests. In addition, applicants
state that suspension of redemptions prior to the initial distribution
in liquidation will ensure that shareholders submitting such redemption
requests will participate in the liquidation and also will be entitled
to share both in the August 2022 liquidating distribution and any
subsequent liquidating distribution. Notwithstanding the present
inability to dispose of Russian securities held by the Fund, Applicants
have determined to seek the requested order at this time because
Applicants believe that liquidation of the Fund is in the best
interests of the Fund's shareholders. Without the requested relief, the
Fund will be required to satisfy redemption requests from APs, while
other investors would be unable to trade the Fund's shares. Although
the Fund has received no redemption orders since the invasion began, it
is possible that redemption orders could be received at any time.
9. In addition, as noted above, the NYSE Arca may determine in its
discretion to delist shares of the Fund if the requested relief is not
granted. The Fund will not be eligible to rely on Rule 6c-11 once the
Fund's shares are delisted by NYSE Arca. As a consequence, to the
extent that the Fund is obligated to satisfy any individual redemption
requests received from non-AP shareholders of the Fund, the Fund would
be unable to accept or process such redemption requests from an
operational perspective because the Fund and its service providers do
not have the operational infrastructure to enable the Fund to engage in
non-AP primary market transactions. The Fund therefore would not, for
its part, initiate delisting of the Fund's shares with NYSE Arca until
after the requested relief is granted.\2\
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\2\ It is not anticipated that NYSE Arca will delist the Fund's
shares before the Fund's requested relief is granted by the SEC.
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Relief Requested
1. Applicants request an order pursuant to Section 22(e) of the Act
to suspend the right of redemption with respect to shares of the Fund
effective August 3, 2022, and postpone the date of payment of
redemption proceeds with respect to redemption orders received on or
after August 1, 2022 but not yet paid as of August 3, 2022, for more
than seven days after the tender of securities to the Fund, until the
Fund completes the liquidation of its portfolio and distributes all its
assets to the shareholders, or until the Commission rescinds the order
granted herein. Applicants believe that the relief requested is
appropriate for the protection of shareholders of the Fund.
Applicants' Legal Analysis
1. Section 22(e)(1) of the Act provides that a registered
investment company may not suspend the right of redemption or postpone
the date of
[[Page 48523]]
payment or satisfaction upon redemption of any redeemable security in
accordance with its terms for more than seven days after the tender of
such security to the company or its designated agent except for any
period during which the New York Stock Exchange (``NYSE'') is closed
other than customary week-end and holiday closings, or during which
trading on the NYSE is restricted.
2. Section 22(e)(3) of the Act provides that redemptions may be
suspended by a registered investment company for such other periods as
the Commission may by order permit for the protection of security
holders of the registered investment company.
3. Applicants submit that granting the requested relief would be
for the protection of the shareholders of the Fund, as provided in
Section 22(e)(3) of the Act. Applicants assert that, in requesting an
order by the Commission, the Applicants' goal is to ensure that all of
the Fund's shareholders will be treated appropriately and fairly in
view of the otherwise detrimental effect on the Fund of the illiquidity
of the Fund's investments and the ongoing uncertainty surrounding the
Russian equity markets. The requested relief is intended to permit an
orderly liquidation of the Fund's portfolio and ensure that all of the
Fund's shareholders are protected in the process.
Applicants' Conditions
Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:
1. The Board, including a majority of the Independent Directors,\3\
will adopt or has adopted the Plan of Liquidation for the orderly
liquidation of Fund assets and distribution of appropriate payments to
Fund shareholders.
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\3\ ``Independent Directors'' means directors who are not
``interested persons'' of the Company, as such term is defined in
Section 2(a)(19) of the Act.
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2. Pending liquidating distributions, the Fund will invest proceeds
of cash dispositions of portfolio securities solely in U.S. government
securities, money market funds that are registered under the Act and
comply with the requirements of Rule 2a-7 under that Act, cash
equivalents, securities eligible for purchase by a registered money
market fund meeting the requirements of Rule 2a-7 under the Act with
legal maturities not in excess of 90 days and, if determined to be
necessary to protect the value of a portfolio position in a rights
offering or other dilutive transaction, additional securities of the
affected issuer.
3. The Fund's assets will be distributed to the Fund's shareholders
solely in accordance with the Plan of Liquidation.
4. The Fund and the Adviser will make and keep true, accurate and
current all appropriate records, including but not limited to those
surrounding the events leading to the requested relief, the Plan of
Liquidation, the sale of Fund portfolio securities, the distribution of
Fund assets, and communications with shareholders (including any
complaints from shareholders and responses thereto).
5. The Fund and the Adviser will promptly make available to
Commission staff all files, books, records and personnel, as requested,
relating to the Fund.
6. The Fund and the Adviser will provide periodic reporting to
Commission staff regarding their activities carried out pursuant to the
Plan of Liquidation.
7. The Adviser, its affiliates, and its and their associated
persons will not receive any fee for managing the Fund.
8. The Fund will be in liquidation and will not be engaged and does
not propose to engage in any business activities other than those
necessary for the protection of its assets, the protection of
shareholders and the winding-up of its affairs, as contemplated by the
Plan of Liquidation.
9. The Fund and the Adviser will appropriately convey accurate and
timely information to shareholders of the Fund, before or promptly
following the effective date of the liquidation, with regard to the
status of the Fund and its liquidation (including posting such
information on the Fund's website), and will thereafter from time to
time do so to reflect material developments relating to the Fund or its
status, including, without limitation, information concerning the dates
and amounts of distributions, and press releases and periodic reports,
and will maintain a toll-free number to respond to shareholder
inquiries.
10. The Fund and the Adviser shall consult with Commission staff
prior to making any material amendments to the Plan of Liquidation.
Commission Finding
Based on the representations and conditions in the application, the
Commission permits the temporary suspension of the right of redemption
for the protection of the Fund's shareholders. Under the circumstances
described in the application, which require immediate action to protect
the Fund's shareholders, the Commission concludes that it is not
practicable to give notice or an opportunity to request a hearing
before issuing the order.
Accordingly, in the matter of iShares MSCI Russia ETF, a series of
iShares Inc., and BlackRock Fund Advisors (File No. 812-15377),
It is ordered, pursuant to Section 22(e)(3) of the Act, that the
requested relief from Section 22(e) of the Act is granted with respect
to the Fund until it has liquidated, or until the Commission rescinds
the order granted herein. This order shall be in effect as of August 3,
2022, with suspension of redemption rights as requested by the
Applicants to be effective as of August 3, 2022 and the postponement of
payment of redemption proceeds to apply to redemption orders received
on or after August 1, 2022 but not yet paid as of August 3, 2022.
By the Commission.
Dated: August 3, 2022.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-17001 Filed 8-8-22; 8:45 am]
BILLING CODE 8011-01-P
