Form 11-K 60 Day Federal Register Notice

Federal Register / Vol. 86, No. 212 / Friday, November 5, 2021 / Notices

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investment company multiple class
structure does not raise the concerns
underlying section 18 of the Act to any
greater degree than open-end
investment companies’ multiple class
structures that are permitted by rule
18f–3 under the Act. Applicants state
that each Fund will comply with the
provisions of rule 18f–3 as if it were an
open-end investment company.
Early Withdrawal Charges
1. Section 23(c) of the Act provides,
in relevant part, that no registered
closed-end investment company shall
purchase securities 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 other
circumstances as the Commission may
permit by rules and regulations or
orders for the protection of investors.
2. Rule 23c–3 under the Act permits
a registered closed-end investment
company (an ‘‘interval fund’’) to make
repurchase offers of between five and
twenty-five percent of its outstanding
shares at net asset value at periodic
intervals pursuant to a fundamental
policy of the interval fund. Rule 23c–
3(b)(1) under the Act permits an interval
fund to deduct from repurchase
proceeds only a repurchase fee, not to
exceed two percent of the proceeds, that
is paid to the interval fund and is
reasonably intended to compensate the
fund for expenses directly related to the
repurchase.
3. Section 23(c)(3) provides that the
Commission may issue an order that
would permit a closed-end investment
company to repurchase its shares in
circumstances in which the repurchase
is made in a manner or on a basis that
does not unfairly discriminate against
any holders of the class or classes of
securities to be purchased.
4. Applicants request relief under
section 6(c), discussed above, and
section 23(c)(3) from rule 23c–3 to the
extent necessary for the Funds to
impose EWCs on Shares of the Funds
submitted for repurchase that have been
held for less than a specified period.
5. Applicants state that the EWCs they
intend to impose are functionally
similar to CDSLs imposed by open-end
investment companies under rule 6c–10
under the Act. Rule 6c–10 permits openend investment companies to impose
CDSLs, subject to certain conditions.
Applicants note that rule 6c–10 is
grounded in policy considerations
supporting the employment of CDSLs
where there are adequate safeguards for
the investor, and state that the same

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policy considerations support
imposition of EWCs in the interval fund
context. In addition, applicants state
that EWCs may be necessary for the
distributor to recover distribution costs.
Applicants represent that any EWC
imposed by the Funds will comply with
rule 6c–10 under the Act as if the rule
were applicable to closed-end funds.
Applicants further represent that each
Fund will disclose EWCs in accordance
with the requirements of Form N–1A
concerning CDSLs as if the Fund were
an open-end investment company.
Asset-Based Distribution and/or Service
Fees
1. Section 17(d) of the Act and rule
17d–1 under the Act prohibit an
affiliated person of a registered
investment company, or an affiliated
person of such person, acting as
principal, from participating in or
effecting any transaction in connection
with any joint enterprise or joint
arrangement in which the investment
company participates unless the
Commission issues an order permitting
the transaction. In reviewing
applications submitted under section
17(d) and rule 17d–1, the Commission
considers whether the participation of
the investment company in a joint
enterprise or joint arrangement is
consistent with the provisions, policies
and purposes of the Act, and the extent
to which the participation is on a basis
different from or less advantageous than
that of other participants.
2. Rule 17d–3 under the Act provides
an exemption from section 17(d) and
rule 17d–1 to permit open-end
investment companies to enter into
distribution arrangements pursuant to
rule 12b–1 under the Act. Applicants
request an order under section 17(d) and
rule 17d–1 under the Act to the extent
necessary to permit the Funds to impose
asset-based distribution and/or service
fees. Applicants represent that the
Funds will comply with rules 12b–1
and 17d–3 as if those rules applied to
closed-end investment companies,
which they believe will resolve any
concerns that might arise in connection
with a Fund financing the distribution
of its Shares through asset-based
distribution and/or service fees.
3. For the reasons stated above,
Applicants submit that the exemptions
requested under section 6(c) of the Act
are necessary and appropriate in the
public interest and are consistent with
the protection of investors and the
purposes fairly intended by the policy
and provisions of the Act. Applicants
further submit that the relief requested
pursuant to section 23(c)(3) of the Act
will be consistent with the protection of

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investors and will insure that
Applicants do not unfairly discriminate
against any holders of the class of
securities to be purchased. Finally,
Applicants state that the Funds’
imposition of asset-based distribution
and/or service fees is consistent with
the provisions, policies and purposes of
the Act and does not involve
participation on a basis different from or
less advantageous than that of other
participants.
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
Each Fund relying on the order will
comply with the provisions of rules 6c–
10, 12b–1, 17d–3, 18f–3, 22d–1, and,
where applicable, 11a–3 under the Act,
as amended from time to time, as if
those rules applied to closed-end
management investment companies,
and will comply with the FINRA Sales
Charge Rule, as amended from time to
time, as if that rule applied to all closedend management investment
companies.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–24295 Filed 11–4–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–101, OMB Control No.
3235–0082]

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
Extension:
Form 11–K

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.
Form 11–K (17 CFR 249.311) is the
annual report designed for use by
employee stock purchase, savings and
similar plans to comply with the

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61340

Federal Register / Vol. 86, No. 212 / Friday, November 5, 2021 / Notices

reporting requirements under Section
15(d) of the Securities and Exchange Act
of 1934 (the ‘‘Exchange Act’’) (15 U.S.C.
78o(d)). Section 15(d) establishes a
periodic reporting obligation for every
issuer of a class of securities registered
under the Securities Act of 1933 (the
‘‘Securities Act’’) (15 U.S.C. 77a et seq.).
Form 11–K provides employees of an
issuer with financial information so that
they can assess the performance of the
investment vehicle or stock plan. Form
11–K takes approximately 30 burden
hours per response and is filed by 1,302
respondents for total of 39,060 burden
hours (30 hours per response × 1,302
responses).
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collection of
information on respondents, including
through the use of automated collection
techniques or other forms of information
technology. Consideration will be given
to comments and suggestions submitted
in writing within 60 days of this
publication.
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.
Please direct your written comment to
David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o John
Pezzullo, 100 F Street NE, Washington,
DC 20549 or send an email to: PRA_
[email protected].
Dated: November 1, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.

[Release No. 34–93500; File No. SR–CBOE–
2021–064]

Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change Relating To Extend the
Operation of Its Flexible Exchange
Options (‘‘FLEX Options’’) Pilot
Program Regarding Permissible
Exercise Settlement Values for FLEX
Index Options
November 1, 2021.

Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on October
29, 2021, Cboe Exchange, Inc. (the
‘‘Exchange’’ or ‘‘Cboe Options’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the Exchange. The
Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of
the Act 3 and Rule 19b–4(f)(6)
thereunder.4 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
Cboe Exchange, Inc. (the ‘‘Exchange’’
or ‘‘Cboe Options’’) proposes to extend
the operation of its Flexible Exchange
Options (‘‘FLEX Options’’) pilot
program regarding permissible exercise
settlement values for FLEX Index
Options. The text of the proposed rule
change is provided below.
(additions are italicized; deletions are
[bracketed])
*
*
*
*
*
Rules of Cboe Exchange, Inc.
*

[FR Doc. 2021–24133 Filed 11–4–21; 8:45 am]
BILLING CODE 8011–01–P

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SECURITIES AND EXCHANGE
COMMISSION

*

*

*

*

Rule 4.21. Series of FLEX Options
(a) No change.
(b) Terms. When submitting a FLEX
Order for a FLEX Option series to the
System, the submitting FLEX Trader
must include one of each of the
following terms in the FLEX Order (all
other terms of a FLEX Option series are
the same as those that apply to nonFLEX Options), provided that a FLEX
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17

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Index Option with an index multiplier
of one may not be the same type (put or
call) and may not have the same
exercise style, expiration date,
settlement type, and exercise price as a
non-FLEX Index Option overlying the
same index listed for trading (regardless
of the index multiplier of the non-FLEX
Index Option), which terms constitute
the FLEX Option series:
(1)–(4) No change.
(5) settlement type:
(A) No change.
(B) FLEX Index Options. FLEX Index
Options are settled in U.S. dollars, and
may be:
(i) No change.
(ii) p.m.-settled (with exercise
settlement value determined by
reference to the reported level of the
index derived from the reported closing
prices of the component securities),
except for a FLEX Index Option that
expires on any business day that falls on
or within two business days of a third
Friday-of-the-month expiration day for a
non-FLEX Option (other than a QIX
option) may only be a.m.-settled;
however, for a pilot period ending the
earlier of [November 1, 2021]May 2,
2022 or the date on which the pilot
program is approved on a permanent
basis, a FLEX Index Option with an
expiration date on the third-Friday of
the month may be p.m.-settled;
(iii)–(iv) No change.
*
*
*
*
*
The text of the proposed rule change
is also available on the Exchange’s
website (http://www.cboe.com/
AboutCBOE/CBOELegal
RegulatoryHome.aspx), at the
Exchange’s Office of the Secretary, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.

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