80_FR_36488 80 FR 36367 - Amplify Investments LLC and Amplify ETF Trust; Notice of Application

80 FR 36367 - Amplify Investments LLC and Amplify ETF Trust; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 121 (June 24, 2015)

Page Range36367-36372
FR Document2015-15450

Federal Register, Volume 80 Issue 121 (Wednesday, June 24, 2015) 
[Federal Register Volume 80, Number 121 (Wednesday, June 24, 2015)]
[Notices]
[Pages 36367-36372]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-15450]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31683; 812-14425]


Amplify Investments LLC and Amplify ETF Trust; Notice of 
Application

June 18, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 12(d)(1)(J) 
of the Investment Company Act of 1940 (the ``Act'') for exemptions from 
sections 12(d)(1)(A), (B), and (C) of the Act, under sections 6(c) and 
17(b) of the Act for an exemption from section 17(a) of the Act, and 
under section 6(c) of the Act for an exemption from rule 12d1-2(a) 
under the Act.

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    Summary of the Application: Applicants request an order that would 
(a) permit certain registered open-end management investment companies 
that operate as ``funds of funds'' to acquire shares of certain 
registered open-end management investment companies, registered closed-
end management investment companies, business development companies, as 
defined by section 2(a)(48) of the Act (``business development 
companies''), and registered unit investment trusts that are within or 
outside the same group of investment companies as the acquiring 
investment companies and (b) permit certain registered open-end 
management investment companies relying on rule 12d1-2 under the Act to 
invest in certain financial instruments.
    Applicants: Amplify Investments LLC (``Adviser'') and Amplify ETF 
Trust (``Trust'').
    Filing Dates: The application was filed on February 20, 2015.
    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 July 13, 2015, 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.

[[Page 36368]]


ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Adviser and Trust, 3250 Lacey 
Road, Suite 130, Downers Grove, Illinois 60515.

FOR FURTHER INFORMATION CONTACT:  Kieran G. Brown, Senior Counsel, at 
(202) 551-6773, or James M. Curtis, Branch Chief, at (202) 551-6712 
(Division of Investment Management, Chief Counsel's Office).

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

Applicants' Representations

    1. The Trust is organized as a Massachusetts business trust and 
intends to register with the Commission as an open-end management 
investment company. The Trust intends to have multiple series which 
pursue distinct investment objectives and strategies.\1\ The Adviser, a 
Delaware limited liability company, is a registered investment adviser 
under the Investment Advisers Act of 1940. The Adviser, or an entity 
controlling, controlled by, or under common control with the Adviser, 
will serve as the investment adviser to each of the Funds.\2\
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    \1\ The Applicants request that the order apply not only to any 
existing series of the Trust, but that the order also extend to any 
future series of the Trust, and any other existing or future 
registered open-end management investment companies and any series 
thereof that are part of the same group of investment companies, as 
defined in section 12(d)(1)(G)(ii) of the Act, as the Trust and are 
advised by the Adviser or any other investment adviser controlling, 
controlled by, or under common control with the Adviser (together 
with the series of the Trust, each series a ``Fund,'' and 
collectively, the ``Funds''). All entities that currently intend to 
rely on the requested order are named as applicants. Any other 
entity that relies on the order in the future will comply with the 
terms and conditions of the application.
    \2\ All references to the term ``Adviser'' include successors-
in-interest to the Adviser. 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.
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    3. Applicants request relief to the extent necessary to permit: (a) 
A Fund (each, a ``Fund of Funds,'' and collectively, the ``Funds of 
Funds'') to acquire shares of registered open-end management investment 
companies (each an ``Unaffiliated Open-End Investment Company''), 
registered closed-end management investment companies, business 
development companies (each registered closed-end management investment 
company and each business development company, an ``Unaffiliated 
Closed-End Investment Company'' and, together with the Unaffiliated 
Open-End Investment Companies, the ``Unaffiliated Investment 
Companies''), and registered unit investment trusts (``UITs'') (the 
``Unaffiliated Trusts,'' and collectively with the Unaffiliated 
Investment Companies, the ``Unaffiliated Funds''), in each case, that 
are not part of the same ``group of investment companies'' as the Funds 
of Funds; \3\ (b) the Unaffiliated Funds, their principal underwriters 
and any broker or dealer registered under the Securities Exchange Act 
of 1934 (the ``1934 Act'') (``Broker'') to sell shares of such 
Unaffiliated Funds to the Funds of Funds; (c) the Funds of Funds to 
acquire shares of other registered investment companies, including 
open-end management investment companies and series thereof, closed-end 
management investment companies and UITs, as well as business 
development companies (if any), in the same group of investment 
companies as the Funds of Funds (collectively, the ``Affiliated 
Funds,'' and, together with the Unaffiliated Funds, the ``Underlying 
Funds''); \4\ and (d) the Affiliated Funds, their principal 
underwriters and any Broker to sell shares of the Affiliated Funds to 
the Funds of Funds.\5\ Applicants also request an order under sections 
6(c) and 17(b) of the Act to exempt applicants from section 17(a) to 
the extent necessary to permit Underlying Funds organized as open-end 
management investment companies and UITs to sell their shares to Funds 
of Funds and redeem their shares from Funds of Funds.
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    \3\ For purposes of the request for relief, the term ``group of 
investment companies'' means any two or more investment companies, 
including closed-end investment companies and business development 
companies, that hold themselves out to investors as related 
companies for purposes of investment and investor services.
    \4\ Certain of the Underlying Funds may be registered under the 
Act as either UITs or open-end management investment companies and 
have obtained exemptions from the Commission necessary to permit 
their shares to be listed and traded on a national securities 
exchange at negotiated prices and, accordingly, to operate as 
exchange-traded funds (collectively, ``ETFs'' and each, an ``ETF''). 
In addition, certain of the Underlying Funds may in the future 
pursue, their investment objectives through a master-feeder 
arrangement in reliance on section 12(d)(1)(E) of the Act. In 
accordance with condition 12, a Fund of Funds may not invest in an 
Underlying Fund that operates as a feeder fund unless the feeder 
fund is part of the same ``group of investment companies'' as its 
corresponding master fund or the Fund of Funds. If a Fund of Funds 
invests in an Affiliated Fund that operates as a feeder fund and the 
corresponding master fund is not within the same ``group of 
investment companies'' as the Fund of Funds and Affiliated Fund, the 
master fund would be an Unaffiliated Fund for purposes of the 
application and its conditions.
    \5\ Applicants state that they do not believe that investments 
in business development companies present any particular 
considerations or concerns that may be different from those 
presented by investments in registered closed-end investment 
companies.
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    4. Applicants also request an exemption under section 6(c) from 
rule 12d1-2 under the Act to permit any existing or future Fund of 
Funds that relies on section 12(d)(1)(G) of the Act (``Section 
12(d)(1)(G) Fund of Funds'') and that otherwise complies with rule 
12d1-2 under the Act, to also invest, to the extent consistent with its 
investment objective(s), policies, strategies and limitations, in other 
financial instruments that may not be securities within the meaning of 
section 2(a)(36) of the Act (``Other Investments'').

Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) of the Act, in relevant part, prohibits a 
registered investment company from acquiring shares of an investment 
company if the securities represent more than 3% of the total 
outstanding voting stock of the acquired company, more than 5% of the 
total assets of the acquiring company, or, together with the securities 
of any other investment companies, more than 10% of the total assets of 
the acquiring company. Section 12(d)(1)(B) of the Act prohibits a 
registered open-end investment company, its principal underwriter, and 
any Broker from selling the investment company's shares to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or if the sale 
will cause more than 10% of the acquired company's voting stock to be 
owned by investment companies generally. Section 12(d)(1)(C) prohibits 
an investment company from acquiring any security issued by a 
registered closed-end investment company if such acquisition would 
result in the acquiring company, any other investment companies having 
the same investment adviser, and companies controlled by such 
investment companies, collectively, owning more than 10% of the 
outstanding voting stock of the registered closed-end investment 
company.
    2. 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

[[Page 36369]]

interest and the protection of investors. Applicants request an 
exemption under section 12(d)(1)(J) of the Act from the limitations of 
sections 12(d)(1)(A), (B) and (C) to the extent necessary to permit: 
(i) The Funds of Funds to acquire shares of Underlying Funds in excess 
of the limits set forth in section 12(d)(1)(A) and (C) of the Act; and 
(ii) the Underlying Funds, their principal underwriters and any Broker 
to sell shares of the Underlying Funds to the Funds of Funds in excess 
of the limits set forth in section 12(d)(1)(B) of the Act.
    3. Applicants state that the proposed arrangement will not give 
rise to the policy concerns underlying sections 12(d)(1)(A), (B), and 
(C), which include concerns about undue influence by a fund of funds 
over underlying funds, excessive layering of fees, and overly complex 
fund structures. Accordingly, applicants believe that the requested 
exemption is consistent with the public interest and the protection of 
investors.
    4. Applicants submit that the proposed structure will not result in 
the exercise of undue influence by a Fund of Funds or its affiliated 
persons over the Underlying Funds. Applicants assert that the concern 
about undue influence does not arise in connection with a Fund of 
Funds' investment in the Affiliated Funds because they are part of the 
same group of investment companies. To limit the control a Fund of 
Funds or Fund of Funds Affiliate \6\ may have over an Unaffiliated 
Fund, applicants propose a condition prohibiting the Adviser and any 
person controlling, controlled by or under common control with the 
Adviser, and any investment company and any issuer that would be an 
investment company but for section 3(c)(1) or section 3(c)(7) of the 
Act advised or sponsored by the Adviser or any person controlling, 
controlled by or under common control with the Adviser (collectively, 
the ``Group'') from controlling (individually or in the aggregate) an 
Unaffiliated Fund within the meaning of section 2(a)(9) of the Act. The 
same prohibition would apply to any other investment adviser within the 
meaning of section 2(a)(20)(B) of the Act to a Fund of Funds (``Sub-
Adviser'') and any person controlling, controlled by or under common 
control with the Sub-Adviser, and any investment company or issuer that 
would be an investment company but for section 3(c)(1) or 3(c)(7) of 
the Act (or portion of such investment company or issuer) advised or 
sponsored by the Sub-Adviser or any person controlling, controlled by 
or under common control with the Sub-Adviser (collectively, the ``Sub-
Adviser Group'').
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    \6\ A ``Fund of Funds Affiliate'' is the Adviser, any Sub-
Adviser, promoter or principal underwriter of a Fund of Funds, as 
well as any person controlling, controlled by or under common 
control with any of those entities. An ``Unaffiliated Fund 
Affiliate'' is an investment adviser(s), sponsor, promoter or 
principal underwriter of any Unaffiliated Fund or any person 
controlling, controlled by or under common control with any of those 
entities.
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    5. With respect to closed-end Underlying Funds, applicants note 
that although closed-end funds may not be unduly influenced by a 
holder's right of redemption, closed-end Underlying Funds may be unduly 
influenced by a holder's ability to vote a large block of stock. To 
address this concern, applicants submit that, with respect to a Fund's 
investment in an Unaffiliated Closed-End Investment Company, (i) each 
member of the Group or Sub-Adviser Group that is an investment company 
or an issuer that would be an investment company but for section 
3(c)(1) or 3(c)(7) of the Act will vote its shares of the Unaffiliated 
Closed-End Investment Company in the manner prescribed by section 
12(d)(1)(E) of the Act and (ii) each other member of the Group or Sub-
Adviser Group will vote its shares of the Unaffiliated Closed-End 
Investment Company in the same proportion as the vote of all other 
holders of the same type of such Unaffiliated Closed-End Investment 
Company's shares. Applicants state that, in this way, an Unaffiliated 
Closed-End Investment Company will be protected from undue influence by 
a Fund of Funds through the voting of the Unaffiliated Closed-End 
Investment Company's shares.
    6. Applicants propose other conditions to limit the potential for 
undue influence over the Unaffiliated Funds, including that no Fund of 
Funds or Fund of Funds Affiliate (except to the extent it is acting in 
its capacity as an investment adviser to an Unaffiliated Investment 
Company or sponsor to an Unaffiliated Trust) will cause an Unaffiliated 
Fund to purchase a security in an offering of securities during the 
existence of any underwriting or selling syndicate of which a principal 
underwriter is an Underwriting Affiliate (``Affiliated 
Underwriting'').\7\
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    \7\ An ``Underwriting Affiliate'' is a principal underwriter in 
any underwriting or selling syndicate that is an officer, director, 
trustee, advisory board member, investment adviser, sub-adviser or 
employee of the Fund of Funds, or a person of which any such 
officer, director, trustee, investment adviser, sub-adviser, member 
of an advisory board or employee is an affiliated person. An 
Underwriting Affiliate does not include any person whose 
relationship to an Unaffiliated Fund is covered by section 10(f) of 
the Act.
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    7. To further ensure that an Unaffiliated Investment Company 
understands the implications of a Fund of Funds' investment under the 
requested exemptive relief, prior to its investment in the shares of an 
Unaffiliated Investment Company in excess of the limit of section 
12(d)(1)(A)(i) of the Act, a Fund of Funds and the Unaffiliated 
Investment Company will execute an agreement stating, without 
limitation, that each of their boards of directors or trustees (each, a 
``Board'') and their investment advisers understand the terms and 
conditions of the order and agree to fulfill their responsibilities 
under the order (the ``Participation Agreement''). Applicants note that 
an Unaffiliated Investment Company (including an ETF or an Unaffiliated 
Closed-End Investment Company) would also retain its right to reject 
any initial investment by a Fund of Funds in excess of the limits in 
section 12(d)(1)(A)(i) of the Act by declining to execute the 
Participation Agreement with the Fund of Funds. In addition, an 
Unaffiliated Investment Company (other than an ETF or Unaffiliated 
Closed-End Investment Company whose shares are purchased by a Fund of 
Funds in the secondary market) will retain its right at all times to 
reject any investment by a Fund of Funds. Finally, solely upon notice 
to a Fund of Funds, an Unaffiliated Investment Company could terminate 
a Participation Agreement with the Fund of Funds effective at the end 
of the notice period specified in the Participation Agreement.
    8. Applicants state that they do not believe that the proposed 
arrangement will result in excessive layering of fees. The Board of 
each Fund of Funds, including a majority of the trustees who are not 
``interested persons'' within the meaning of section 2(a)(19) of the 
Act (the ``Independent Trustees''), will find that the management or 
advisory fees charged under a Fund of Funds' advisory contract are 
based on services provided that are in addition to, rather than 
duplicative of, services provided under the advisory contract(s) of any 
Underlying Fund in which the Fund of Funds may invest. In addition, the 
Adviser will waive fees otherwise payable to it by a Fund of Funds in 
an amount at least equal to any compensation (including fees received 
pursuant to any plan adopted by an Unaffiliated Investment Company 
under rule 12b-1 under the Act) received from an Unaffiliated Fund by 
the Adviser, or an affiliated person of the Adviser, other than any 
advisory fees paid to the Adviser or an affiliated person of the

[[Page 36370]]

Adviser by the Unaffiliated Investment Company, in connection with the 
investment by the Fund of Funds in the Unaffiliated Fund.
    9. Applicants further state that any sales charges and/or service 
fees charged with respect to shares of a Fund of Funds will not exceed 
the limits applicable to funds of funds set forth in in rule 2830 of 
the Conduct Rules of the NASD (``NASD Conduct Rule 2830'').\8\
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    \8\ Any references to NASD Conduct Rule 2830 include any 
successor or replacement Financial Industry Regulatory Authority 
rule to NASD Conduct Rule 2830.
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    10. Applicants submit that the proposed arrangement will not create 
an overly complex fund structure. Applicants note that no Underlying 
Fund will acquire securities of any other investment company or company 
relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the 
limits contained in section 12(d)(1)(A) of the Act, except in certain 
circumstances identified in condition 12 below.

B. Section 17(a)

    1. Section 17(a) of the Act generally prohibits sales or purchases 
of securities between a registered investment company and any 
affiliated person of the company. Section 2(a)(3) of the Act defines an 
``affiliated person'' of another person to include (a) any person 
directly or indirectly owning, controlling, or holding with power to 
vote, 5% or more of the outstanding voting securities of the other 
person; (b) any person 5% or more of whose outstanding voting 
securities are directly or indirectly owned, controlled, or held with 
power to vote by the other person; and (c) any person directly or 
indirectly controlling, controlled by, or under common control with the 
other person.
    2. Applicants state that the Funds of Funds and the Affiliated 
Funds may be deemed to be under the common control of the Adviser and, 
therefore, affiliated persons of one another. Applicants also state 
that the Funds of Funds and the Underlying Funds organized as open-end 
management investment companies and UITs may also be deemed to be 
affiliated persons of one another if a Fund of Funds owns 5% or more of 
the outstanding voting securities of one or more of such Underlying 
Funds. Applicants state that the sale of shares by Underlying Funds 
organized as open-end management investment companies and UITs to the 
Funds of Funds and the purchase of those shares from the Funds of Funds 
by such Underlying Funds (through redemptions) could be deemed to 
violate section 17(a).\9\
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    \9\ Applicants acknowledge that receipt of any compensation by 
(a) an affiliated person of a Fund of Funds, or an affiliated person 
of such person, for the purchase by the Fund of Funds of shares of 
an Underlying Fund or (b) an affiliated person of an Underlying 
Fund, or an affiliated person of such person, for the sale by the 
Underlying Fund of its shares to a Fund of Funds may be prohibited 
by section 17(e) (1) of the Act. The Participation Agreement also 
will include this acknowledgement.
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    3. 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 (i) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (ii) the proposed transaction is consistent with the 
policies of each registered investment company concerned; and (iii) the 
proposed transaction is consistent with the general purposes of the 
Act. Section 6(c) of the Act permits the Commission to exempt any 
person 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.
    4. Applicants submit that the proposed transactions satisfy the 
standards for relief under sections 17(b) and 6(c) of the Act. 
Applicants state that the terms of the transactions are reasonable and 
fair and do not involve overreaching. Applicants state that the terms 
upon which an Underlying Fund that is an open-end management investment 
company will sell its shares to or purchase its shares from a Fund of 
Funds will be in accordance with the rules and regulations under the 
Act.\10\ Applicants also state that the proposed transactions will be 
consistent with the policies of each Fund of Funds and Underlying Fund, 
and with the general purposes of the Act.
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    \10\ Applicants note that a Fund of Funds generally would 
purchase and sell shares of an Underlying Fund that operates as an 
ETF through secondary market transactions rather than through 
principal transactions with the Underlying Fund. Applicants 
nevertheless request relief from sections 17(a)(1) and (2) to permit 
each Fund of Funds that is an affiliated person, or an affiliated 
person of an affiliated person, as defined in section 2(a)(3) of the 
Act, of an ETF to purchase or redeem shares from the ETF. Applicants 
are not seeking relief from section 17(a) for, and the requested 
relief will not apply to, transactions where an ETF could be deemed 
an affiliated person, or an affiliated person of an affiliated 
person, of a Fund of Funds because an investment adviser to the ETF 
or an entity controlling, controlled by or under common control with 
the investment adviser to the ETF is also an investment adviser to 
the Fund of Funds. Applicants note that a Fund of Funds will 
purchase and sell shares of an Underlying Fund that is a closed-end 
fund through secondary market transactions at market prices rather 
than through principal transactions with the closed-end fund. 
Accordingly, applicants are not requesting section 17(a) relief with 
respect to principal transactions with closed-end funds (including 
business development companies).
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C. Other Investments by Section 12(d)(1)(G) Funds of Funds

    1. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) The acquiring company and acquired company 
are part of the same ``group of investment companies,'' as defined in 
section 12(d)(1)(G)(ii) of the Act; (ii) the acquiring company holds 
only securities of acquired companies that are part of the same ``group 
of investment companies,'' as defined in section 12(d)(1)(G)(ii) of the 
Act, government securities, and short-term paper; (iii) the aggregate 
sales loads and distribution-related fees of the acquiring company and 
the acquired company are not excessive under rules adopted pursuant to 
section 22(b) or section 22(c) of the Act by a securities association 
registered under section 15A of the 1934 Act or by the Commission; and 
(iv) the acquired company has a policy that prohibits it from acquiring 
securities of registered open-end management investment companies or 
registered UITs in reliance on section 12(d)(1)(F) or (G) of the Act.
    2. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered UIT that relies on section 
12(d)(1)(G) of the Act to acquire, in addition to securities issued by 
another registered investment company in the same group of investment 
companies, government securities, and short-term paper: (1) Securities 
issued by an investment company that is not in the same group of 
investment companies, when the acquisition is in reliance on section 
12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other than 
securities issued by an investment company); and (3) securities issued 
by a money market fund, when the investment is in reliance on rule 
12d1-1 under the Act. For the purposes of rule 12d1-2, ``securities'' 
means any security as defined in section 2(a)(36) of the Act.
    3. Applicants state that the proposed arrangement would comply with 
rule 12d1-2 under the Act, but for the fact that the Section 
12(d)(1)(G) Funds of Funds may invest a portion of their assets in 
Other Investments. Applicants request an order under section 6(c) of 
the Act for an exemption from rule 12d1-2(a) to allow the Section 
12(d)(1)(G) Funds of Funds to invest in Other Investments. Applicants 
assert that permitting a Section 12(d)(1)(G) Fund of Funds to invest in 
Other Investments as described in the

[[Page 36371]]

application would not raise any of the concerns that section 12(d)(1) 
of the Act was intended to address.
    4. Consistent with its fiduciary obligations under the Act, a 
Section 12(d)(1)(G) Fund of Funds' Board will review the advisory fees 
charged by the Section 12(d)(1)(G) Fund of Funds' investment adviser(s) 
to ensure that the fees are based on services provided that are in 
addition to, rather than duplicative of, services provided pursuant to 
the advisory agreement of any investment company in which the Section 
12(d)(1)(G) Fund of Funds may invest.

Applicants' Conditions

A. Investments by Funds of Funds in Underlying Funds

    Applicants agree that the order granting the requested relief to 
permit Funds of Funds to invest in Underlying Funds shall be subject to 
the following conditions:
    1. The members of the Group will not control (individually or in 
the aggregate) an Unaffiliated Fund within the meaning of section 
2(a)(9) of the Act. The members of a Sub-Adviser Group will not control 
(individually or in the aggregate) an Unaffiliated Fund within the 
meaning of section 2(a)(9) of the Act. With respect to a Fund's 
investment in an Unaffiliated Closed-End Investment Company, (i) each 
member of the Group or Sub-Adviser Group that is an investment company 
or an issuer that would be an investment company but for section 
3(c)(1) or 3(c)(7) of the Act will vote its shares of the Unaffiliated 
Closed-End Investment Company in the manner prescribed by section 
12(d)(1)(E) of the Act and (ii) each other member of the Group or Sub-
Adviser Group will vote its shares of the Unaffiliated Closed-End 
Investment Company in the same proportion as the vote of all other 
holders of the same type of such Unaffiliated Closed-End Investment 
Company's shares. If, as a result of a decrease in the outstanding 
voting securities of any other Unaffiliated Fund, the Group or a Sub-
Adviser Group, each in the aggregate, becomes a holder of more than 25 
percent of the outstanding voting securities of such Unaffiliated Fund, 
then the Group or the Sub-Adviser Group will vote its shares of the 
Unaffiliated Fund in the same proportion as the vote of all other 
holders of the Unaffiliated Fund's shares. This condition will not 
apply to a Sub-Adviser Group with respect to an Unaffiliated Fund for 
which the Sub-Adviser or a person controlling, controlled by or under 
common control with the Sub-Adviser acts as the investment adviser 
within the meaning of section 2(a)(20)(A) of the Act (in the case of an 
Unaffiliated Investment Company) or as the sponsor (in the case of an 
Unaffiliated Trust).
    2. No Fund of Funds or Fund of Funds Affiliate will cause any 
existing or potential investment by the Fund of Funds in an 
Unaffiliated Fund to influence the terms of any services or 
transactions between the Fund of Funds or a Fund of Funds Affiliate and 
the Unaffiliated Fund or an Unaffiliated Fund Affiliate.
    3. The Board of each Fund of Funds, including a majority of the 
Independent Trustees, will adopt procedures reasonably designed to 
ensure that its Adviser and any Sub-Adviser to the Fund of Funds are 
conducting the investment program of the Fund of Funds without taking 
into account any consideration received by the Fund of Funds or Fund of 
Funds Affiliate from an Unaffiliated Investment Company or Unaffiliated 
Trust or any Unaffiliated Fund Affiliate of such Unaffiliated 
Investment Company or Unaffiliated Trust in connection with any 
services or transactions.
    4. Once an investment by a Fund of Funds in the securities of an 
Unaffiliated Investment Company exceeds the limit of section 
12(d)(1)(A)(i) of the Act, the Board of the Unaffiliated Investment 
Company, including a majority of the Independent Trustees, will 
determine that any consideration paid by the Unaffiliated Investment 
Company to a Fund of Funds or a Fund of Funds Affiliate in connection 
with any services or transactions: (a) Is fair and reasonable in 
relation to the nature and quality of the services and benefits 
received by the Unaffiliated Investment Company; (b) is within the 
range of consideration that the Unaffiliated Investment Company would 
be required to pay to another unaffiliated entity in connection with 
the same services or transactions; and (c) does not involve 
overreaching on the part of any person concerned. This condition does 
not apply with respect to any services or transactions between an 
Unaffiliated Investment Company and its investment adviser(s), or any 
person controlling, controlled by, or under common control with such 
investment adviser(s).
    5. No Fund of Funds or Fund of Funds Affiliate (except to the 
extent it is acting in its capacity as an investment adviser to an 
Unaffiliated Investment Company or sponsor to an Unaffiliated Trust) 
will cause an Unaffiliated Fund to purchase a security in any 
Affiliated Underwriting.
    6. The Board of an Unaffiliated Investment Company, including a 
majority of the Independent Trustees, will adopt procedures reasonably 
designed to monitor any purchases of securities by the Unaffiliated 
Investment Company in an Affiliated Underwriting once an investment by 
a Fund of Funds in the securities of the Unaffiliated Investment 
Company exceeds the limit of section 12(d)(1)(A)(i) of the Act, 
including any purchases made directly from an Underwriting Affiliate. 
The Board of the Unaffiliated Investment Company will review these 
purchases periodically, but no less frequently than annually, to 
determine whether the purchases were influenced by the investment by 
the Fund of Funds in the Unaffiliated Investment Company. The Board of 
the Unaffiliated Investment Company will consider, among other things: 
(a) Whether the purchases were consistent with the investment 
objectives and policies of the Unaffiliated Investment Company; (b) how 
the performance of securities purchased in an Affiliated Underwriting 
compares to the performance of comparable securities purchased during a 
comparable period of time in underwritings other than Affiliated 
Underwritings or to a benchmark such as a comparable market index; and 
(c) whether the amount of securities purchased by the Unaffiliated 
Investment Company in Affiliated Underwritings and the amount purchased 
directly from an Underwriting Affiliate have changed significantly from 
prior years. The Board of the Unaffiliated Investment Company will take 
any appropriate actions based on its review, including, if appropriate, 
the institution of procedures designed to ensure that purchases of 
securities in Affiliated Underwritings are in the best interests of 
shareholders.
    7. Each Unaffiliated Investment Company will maintain and preserve 
permanently, in an easily accessible place, a written copy of the 
procedures described in the preceding condition, and any modifications 
to such procedures, and will maintain and preserve for a period of not 
less than six years from the end of the fiscal year in which any 
purchase in an Affiliated Underwriting occurred, the first two years in 
an easily accessible place, a written record of each purchase of 
securities in an Affiliated Underwriting once an investment by a Fund 
of Funds in the securities of an Unaffiliated Investment Company 
exceeds the limit of section 12(d)(1)(A)(i) of the Act, setting forth 
(1) the party from whom

[[Page 36372]]

the securities were acquired, (2) the identity of the underwriting 
syndicate's members, (3) the terms of the purchase, and (4) the 
information or materials upon which the determinations of the Board of 
the Unaffiliated Investment Company were made.
    8. Prior to its investment in shares of an Unaffiliated Investment 
Company in excess of the limit set forth in section 12(d)(1)(A)(i) of 
the Act, the Fund of Funds and the Unaffiliated Investment Company will 
execute a Participation Agreement stating, without limitation, that 
their Boards and their investment advisers understand the terms and 
conditions of the order and agree to fulfill their responsibilities 
under the order. At the time of its investment in shares of an 
Unaffiliated Investment Company in excess of the limit set forth in 
section 12(d)(1)(A)(i), a Fund of Funds will notify the Unaffiliated 
Investment Company of the investment. At such time, the Fund of Funds 
will also transmit to the Unaffiliated Investment Company a list of the 
names of each Fund of Funds Affiliate and Underwriting Affiliate. The 
Fund of Funds will notify the Unaffiliated Investment Company of any 
changes to the list as soon as reasonably practicable after a change 
occurs. The Unaffiliated Investment Company and the Fund of Funds will 
maintain and preserve a copy of the order, the Participation Agreement, 
and the list with any updated information for the duration of the 
investment and for a period of not less than six years thereafter, the 
first two years in an easily accessible place.
    9. Before approving any advisory contract under section 15 of the 
Act, the Board of each Fund of Funds, including a majority of the 
Independent Trustees, shall find that the advisory fees charged under 
the advisory contract are based on services provided that are in 
addition to, rather than duplicative of, services provided under the 
advisory contract(s) of any Underlying Fund in which the Fund of Funds 
may invest. Such finding, and the basis upon which the finding was 
made, will be recorded fully in the minute books of the appropriate 
Fund of Funds.
    10. The Adviser will waive fees otherwise payable to it by a Fund 
of Funds in an amount at least equal to any compensation (including 
fees received pursuant to any plan adopted by an Unaffiliated 
Investment Company pursuant to rule 12b-1 under the Act) received from 
an Unaffiliated Fund by the Adviser, or an affiliated person of the 
Adviser, other than any advisory fees paid to the Adviser or its 
affiliated person by the Unaffiliated Investment Company, in connection 
with the investment by the Fund of Funds in the Unaffiliated Fund. Any 
Sub-Adviser will waive fees otherwise payable to the Sub-Adviser, 
directly or indirectly, by the Fund of Funds in an amount at least 
equal to any compensation received by the Sub-Adviser, or an affiliated 
person of the Sub-Adviser, from an Unaffiliated Fund, other than any 
advisory fees paid to the Sub-Adviser or its affiliated person by the 
Unaffiliated Investment Company, in connection with the investment by 
the Fund of Funds in the Unaffiliated Fund made at the direction of the 
Sub-Adviser. In the event that the Sub-Adviser waives fees, the benefit 
of the waiver will be passed through to the Fund of Funds.
    11. Any sales charges and/or service fees charged with respect to 
shares of a Fund of Funds will not exceed the limits applicable to 
funds of funds set forth in NASD Conduct Rule 2830.
    12. No Underlying Fund will acquire securities of any other 
investment company or company relying on section 3(c)(1) or 3(c)(7) of 
the Act, in excess of the limits contained in section 12(d)(1)(A) of 
the Act, except to the extent that such Underlying Fund: (a) Acquires 
such securities in compliance with section 12(d)(1)(E) of the Act and 
either is an Affiliated Fund or is in the same ``group of investment 
companies'' as its corresponding master fund; (b) receives securities 
of another investment company as a dividend or as a result of a plan of 
reorganization of a company (other than a plan devised for the purpose 
of evading section 12(d)(1) of the Act); or (c) acquires (or is deemed 
to have acquired) securities of another investment company pursuant to 
exemptive relief from the Commission permitting such Underlying Fund 
to: (i) Acquire securities of one or more investment companies for 
short-term cash management purposes or (ii) engage in inter-fund 
borrowing and lending transactions.

B. Other Investments by Section 12(d)(1)(G) Funds of Funds

    Applicants agree that the order granting the requested relief to 
permit Section 12(d)(1)(G) Funds of Funds to invest in Other 
Investments shall be subject to the following condition:
    1. Applicants will comply with all provisions of rule 12d1-2 under 
the Act, except for paragraph (a)(2) to the extent that it restricts 
any Section 12(d)(1)(G) Fund of Funds from investing in Other 
Investments as described in the application.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-15450 Filed 6-23-15; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices 36367 Section 4204(c) of ERISA and 7. The Fund determined that to SECURITIES AND EXCHANGE § 4204.22(b) of the regulation require receive a waiver of the bond/escrow COMMISSION PBGC to publish a notice of the requirement under the net income test [Investment Company Act Release No. pendency of a request for a variance or of 29 CFR 4204.13(a)(1), the average net 31683; 812–14425] exemption in the Federal Register, and income needed for the three-year period to provide interested parties with an prior to the transaction should have Amplify Investments LLC and Amplify opportunity to comment on the been $400,000 greater than the amount ETF Trust; Notice of Application proposed variance or exemption. reported. June 18, 2015. The Request 8. The Buyer asserts that the three- AGENCY: Securities and Exchange The PBGC has received a request from year average net income of JCC was Commission (‘‘Commission’’). Harrington Air Systems, LLC (‘‘HAS’’) lowered due to an ‘‘aberrantly poor ACTION: Notice of an application for an and its sister company J.C. Cannistraro, year’’ in the construction industry in order under section 12(d)(1)(J) of the LLC (‘‘JCC’’) (collectively, ‘‘Cannistraro’’ Massachusetts in 2011. The Buyer states Investment Company Act of 1940 (the or the ‘‘Buyer’’) for an exemption from that JCC’s average net income for the ‘‘Act’’) for exemptions from sections the bond/escrow requirement of years between 2011–2014 was 12(d)(1)(A), (B), and (C) of the Act, § 4204(a)(1)(B) with respect to the Sheet approximately $1 million more than under sections 6(c) and 17(b) of the Act Metal Workers National Pension Fund what was required to meet the net for an exemption from section 17(a) of (the ‘‘Fund’’) in connection with the income test under 29 CFR 4204.13(a)(1), the Act, and under section 6(c) of the purchase of most of the assets of and that its net income for the 3 years Act for an exemption from rule 12d1– Harrington Brothers Corporation between 2012–2014 was approximately 2(a) under the Act. (‘‘HBC’’ or the ‘‘Seller’’) on February 28, $1.5 million more than what was 2014. HAS is an entity set up by JCC in Summary of the Application: required. Applicants request an order that would order to effectuate the purchase of HBC’s assets. In the request, the Buyer 9. The Buyer further asserts that, in (a) permit certain registered open-end represents that HAS and JCC are denying the Buyer’s request for a management investment companies that businesses under common control waiver, the Fund looked only at the operate as ‘‘funds of funds’’ to acquire pursuant to 26 CFR 1.414(c)-2 and average net income of JCC. It contends shares of certain registered open-end therefore treated as one employer under that aggregating the net incomes of JCC management investment companies, ERISA. Additionally, the Buyer and HAS, two businesses under registered closed-end management represents, among other things, that: common control under 26 CFR 1.414(c)- investment companies, business 1. Under the terms of the asset 2, shows that there ‘‘can be no serious development companies, as defined by purchase agreement, the Buyer paid the argument that a waiver will create risk section 2(a)(48) of the Act (‘‘business Seller approximately $5.1 million in the for the Fund, let alone substantial risk.’’ development companies’’), and form of an unsecured promissory note HAS’s anticipated net income for 2014 registered unit investment trusts that are that may be adjusted post-closing based is approximately $300,000. within or outside the same group of on the performance of certain investment companies as the acquiring construction contracts in place at the 10. The Buyer’s request additionally investment companies and (b) permit time of the transaction. states that a variance of the bond/escrow certain registered open-end management 2. The Buyer is obligated to contribute requirement in this instance furthers the investment companies relying on rule to the Fund for the purchased purposes of Title IV of ERISA because 12d1–2 under the Act to invest in operations for substantially the same Congress, in enacting Title IV, sought to certain financial instruments. contribution base units for which the minimize intrusions into normal Applicants: Amplify Investments LLC Seller had an obligation to contribute. business operations while protecting (‘‘Adviser’’) and Amplify ETF Trust 3. The Seller has agreed to be plans. The Buyer asserts that HBC had (‘‘Trust’’). secondarily liable for any withdrawal previously been a ‘‘struggling Filing Dates: The application was liability it would have had with regard enterprise’’ and that the transaction has filed on February 20, 2015. to the sold operations (if not for § 4204) ‘‘resulted in a more stable and Hearing or Notification of Hearing: An should the Buyer withdraw from the order granting the requested relief will financially secure contributing Fund within the five plan years be issued unless the Commission orders employer to the Fund.’’ following the sale and fail to pay a hearing. Interested persons may withdrawal liability. Comments request a hearing by writing to the 4. The estimated amount of unfunded Commission’s Secretary and serving vested benefits allocable to the seller All interested persons are invited to applicants with a copy of the request, with respect to the operations sold is submit written comments on the personally or by mail. Hearing requests about $23.5 million. pending exemption request. All should be received by the Commission 5. The amount of the bond/escrow comments will be made part of the by 5:30 p.m. on July 13, 2015, and required under § 4204(a)(1)(B) is $1.68 administrative record. should be accompanied by proof of million. Issued in Washington, DC, on this 16th day service on applicants, in the form of an 6. After the close of the transaction, of June, 2015. affidavit or, for lawyers, a certificate of the Buyer requested that the trustees of service. Pursuant to rule 0–5 under the Alice C. Maroni, the Fund waive the bond/escrow Act, hearing requests should state the Acting Director, Pension Benefit Guaranty tkelley on DSK3SPTVN1PROD with NOTICES requirements of ERISA § 4204. By its nature of the writer’s interest, any facts counsel, the Fund denied the request on Corporation. bearing upon the desirability of a the grounds that the Buyer had not [FR Doc. 2015–15415 Filed 6–23–15; 8:45 am] hearing on the matter, the reason for the satisfied the income or asset tests under BILLING CODE 7709–02–P request, and the issues contested. PBGC’s regulations for an exemption Persons who wish to be notified of a from the bond/escrow requirement of hearing may request notification by § 4204(a)(1)(B). writing to the Commission’s Secretary. VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00052 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1

36368 Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices ADDRESSES: Secretary, U.S. Securities companies (each registered closed-end 17(b) of the Act to exempt applicants and Exchange Commission, 100 F Street management investment company and from section 17(a) to the extent NE., Washington, DC 20549–1090. each business development company, necessary to permit Underlying Funds Adviser and Trust, 3250 Lacey Road, an ‘‘Unaffiliated Closed-End Investment organized as open-end management Suite 130, Downers Grove, Illinois Company’’ and, together with the investment companies and UITs to sell 60515. Unaffiliated Open-End Investment their shares to Funds of Funds and FOR FURTHER INFORMATION CONTACT: Companies, the ‘‘Unaffiliated redeem their shares from Funds of Kieran G. Brown, Senior Counsel, at Investment Companies’’), and registered Funds. (202) 551–6773, or James M. Curtis, unit investment trusts (‘‘UITs’’) (the 4. Applicants also request an ‘‘Unaffiliated Trusts,’’ and collectively exemption under section 6(c) from rule Branch Chief, at (202) 551–6712 with the Unaffiliated Investment 12d1–2 under the Act to permit any (Division of Investment Management, Companies, the ‘‘Unaffiliated Funds’’), existing or future Fund of Funds that Chief Counsel’s Office). in each case, that are not part of the relies on section 12(d)(1)(G) of the Act SUPPLEMENTARY INFORMATION: The same ‘‘group of investment companies’’ (‘‘Section 12(d)(1)(G) Fund of Funds’’) following is a summary of the as the Funds of Funds; 3 (b) the and that otherwise complies with rule application. The complete application Unaffiliated Funds, their principal 12d1–2 under the Act, to also invest, to may be obtained via the Commission’s underwriters and any broker or dealer the extent consistent with its investment Web site by searching for the file registered under the Securities objective(s), policies, strategies and number, or for an applicant using the Exchange Act of 1934 (the ‘‘1934 Act’’) limitations, in other financial ‘‘Company’’ name box, at http:// (‘‘Broker’’) to sell shares of such instruments that may not be securities www.sec.gov/search/search.htm or by Unaffiliated Funds to the Funds of within the meaning of section 2(a)(36) of calling (202) 551–8090. Funds; (c) the Funds of Funds to acquire the Act (‘‘Other Investments’’). Applicants’ Representations shares of other registered investment companies, including open-end Applicants’ Legal Analysis 1. The Trust is organized as a management investment companies and A. Section 12(d)(1) Massachusetts business trust and series thereof, closed-end management intends to register with the Commission 1. Section 12(d)(1)(A) of the Act, in investment companies and UITs, as well as an open-end management investment relevant part, prohibits a registered as business development companies (if company. The Trust intends to have investment company from acquiring any), in the same group of investment multiple series which pursue distinct shares of an investment company if the companies as the Funds of Funds investment objectives and strategies.1 (collectively, the ‘‘Affiliated Funds,’’ securities represent more than 3% of the The Adviser, a Delaware limited and, together with the Unaffiliated total outstanding voting stock of the liability company, is a registered Funds, the ‘‘Underlying Funds’’); 4 and acquired company, more than 5% of the investment adviser under the (d) the Affiliated Funds, their principal total assets of the acquiring company, Investment Advisers Act of 1940. The underwriters and any Broker to sell or, together with the securities of any Adviser, or an entity controlling, shares of the Affiliated Funds to the other investment companies, more than controlled by, or under common control Funds of Funds.5 Applicants also 10% of the total assets of the acquiring with the Adviser, will serve as the request an order under sections 6(c) and company. Section 12(d)(1)(B) of the Act investment adviser to each of the prohibits a registered open-end Funds.2 3 For purposes of the request for relief, the term investment company, its principal 3. Applicants request relief to the ‘‘group of investment companies’’ means any two underwriter, and any Broker from extent necessary to permit: (a) A Fund or more investment companies, including closed- selling the investment company’s shares end investment companies and business to another investment company if the (each, a ‘‘Fund of Funds,’’ and development companies, that hold themselves out collectively, the ‘‘Funds of Funds’’) to to investors as related companies for purposes of sale will cause the acquiring company acquire shares of registered open-end investment and investor services. to own more than 3% of the acquired management investment companies 4 Certain of the Underlying Funds may be company’s voting stock, or if the sale registered under the Act as either UITs or open-end will cause more than 10% of the (each an ‘‘Unaffiliated Open-End management investment companies and have Investment Company’’), registered obtained exemptions from the Commission acquired company’s voting stock to be closed-end management investment necessary to permit their shares to be listed and owned by investment companies companies, business development traded on a national securities exchange at generally. Section 12(d)(1)(C) prohibits negotiated prices and, accordingly, to operate as an investment company from acquiring exchange-traded funds (collectively, ‘‘ETFs’’ and 1 The Applicants request that the order apply not each, an ‘‘ETF’’). In addition, certain of the any security issued by a registered only to any existing series of the Trust, but that the Underlying Funds may in the future pursue, their closed-end investment company if such order also extend to any future series of the Trust, investment objectives through a master-feeder and any other existing or future registered open-end acquisition would result in the arrangement in reliance on section 12(d)(1)(E) of the management investment companies and any series Act. In accordance with condition 12, a Fund of acquiring company, any other thereof that are part of the same group of Funds may not invest in an Underlying Fund that investment companies having the same investment companies, as defined in section operates as a feeder fund unless the feeder fund is investment adviser, and companies 12(d)(1)(G)(ii) of the Act, as the Trust and are part of the same ‘‘group of investment companies’’ advised by the Adviser or any other investment controlled by such investment as its corresponding master fund or the Fund of adviser controlling, controlled by, or under Funds. If a Fund of Funds invests in an Affiliated companies, collectively, owning more common control with the Adviser (together with the Fund that operates as a feeder fund and the than 10% of the outstanding voting series of the Trust, each series a ‘‘Fund,’’ and corresponding master fund is not within the same stock of the registered closed-end collectively, the ‘‘Funds’’). All entities that ‘‘group of investment companies’’ as the Fund of currently intend to rely on the requested order are investment company. Funds and Affiliated Fund, the master fund would tkelley on DSK3SPTVN1PROD with NOTICES named as applicants. Any other entity that relies on be an Unaffiliated Fund for purposes of the 2. Section 12(d)(1)(J) of the Act the order in the future will comply with the terms application and its conditions. provides that the Commission may and conditions of the application. 5 Applicants state that they do not believe that exempt any person, security, or 2 All references to the term ‘‘Adviser’’ include investments in business development companies transaction, or any class or classes of successors-in-interest to the Adviser. A successor- present any particular considerations or concerns in-interest is limited to an entity that results from that may be different from those presented by persons, securities or transactions, from a reorganization into another jurisdiction or a investments in registered closed-end investment any provision of section 12(d)(1) if the change in the type of business organization. companies. exemption is consistent with the public VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00053 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1

Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices 36369 interest and the protection of investors. and any investment company or issuer 7. To further ensure that an Applicants request an exemption under that would be an investment company Unaffiliated Investment Company section 12(d)(1)(J) of the Act from the but for section 3(c)(1) or 3(c)(7) of the understands the implications of a Fund limitations of sections 12(d)(1)(A), (B) Act (or portion of such investment of Funds’ investment under the and (C) to the extent necessary to company or issuer) advised or requested exemptive relief, prior to its permit: (i) The Funds of Funds to sponsored by the Sub-Adviser or any investment in the shares of an acquire shares of Underlying Funds in person controlling, controlled by or Unaffiliated Investment Company in excess of the limits set forth in section under common control with the Sub- excess of the limit of section 12(d)(1)(A) and (C) of the Act; and (ii) Adviser (collectively, the ‘‘Sub-Adviser 12(d)(1)(A)(i) of the Act, a Fund of the Underlying Funds, their principal Group’’). Funds and the Unaffiliated Investment underwriters and any Broker to sell 5. With respect to closed-end Company will execute an agreement shares of the Underlying Funds to the Underlying Funds, applicants note that stating, without limitation, that each of Funds of Funds in excess of the limits although closed-end funds may not be their boards of directors or trustees set forth in section 12(d)(1)(B) of the unduly influenced by a holder’s right of (each, a ‘‘Board’’) and their investment Act. redemption, closed-end Underlying advisers understand the terms and 3. Applicants state that the proposed Funds may be unduly influenced by a conditions of the order and agree to arrangement will not give rise to the holder’s ability to vote a large block of fulfill their responsibilities under the policy concerns underlying sections stock. To address this concern, order (the ‘‘Participation Agreement’’). 12(d)(1)(A), (B), and (C), which include applicants submit that, with respect to Applicants note that an Unaffiliated concerns about undue influence by a a Fund’s investment in an Unaffiliated Investment Company (including an ETF fund of funds over underlying funds, Closed-End Investment Company, (i) or an Unaffiliated Closed-End excessive layering of fees, and overly each member of the Group or Sub- Investment Company) would also retain complex fund structures. Accordingly, Adviser Group that is an investment its right to reject any initial investment applicants believe that the requested company or an issuer that would be an by a Fund of Funds in excess of the exemption is consistent with the public investment company but for section limits in section 12(d)(1)(A)(i) of the Act interest and the protection of investors. 3(c)(1) or 3(c)(7) of the Act will vote its by declining to execute the Participation 4. Applicants submit that the shares of the Unaffiliated Closed-End Agreement with the Fund of Funds. In proposed structure will not result in the Investment Company in the manner addition, an Unaffiliated Investment exercise of undue influence by a Fund prescribed by section 12(d)(1)(E) of the Company (other than an ETF or of Funds or its affiliated persons over Act and (ii) each other member of the Unaffiliated Closed-End Investment the Underlying Funds. Applicants assert Group or Sub-Adviser Group will vote Company whose shares are purchased that the concern about undue influence its shares of the Unaffiliated Closed-End by a Fund of Funds in the secondary does not arise in connection with a Investment Company in the same market) will retain its right at all times Fund of Funds’ investment in the proportion as the vote of all other to reject any investment by a Fund of Affiliated Funds because they are part of holders of the same type of such Funds. Finally, solely upon notice to a the same group of investment Unaffiliated Closed-End Investment Fund of Funds, an Unaffiliated companies. To limit the control a Fund Company’s shares. Applicants state that, Investment Company could terminate a of Funds or Fund of Funds Affiliate 6 in this way, an Unaffiliated Closed-End Participation Agreement with the Fund may have over an Unaffiliated Fund, Investment Company will be protected of Funds effective at the end of the applicants propose a condition from undue influence by a Fund of notice period specified in the prohibiting the Adviser and any person Funds through the voting of the Participation Agreement. controlling, controlled by or under Unaffiliated Closed-End Investment 8. Applicants state that they do not common control with the Adviser, and Company’s shares. believe that the proposed arrangement any investment company and any issuer 6. Applicants propose other will result in excessive layering of fees. that would be an investment company conditions to limit the potential for The Board of each Fund of Funds, but for section 3(c)(1) or section 3(c)(7) undue influence over the Unaffiliated including a majority of the trustees who of the Act advised or sponsored by the Funds, including that no Fund of Funds are not ‘‘interested persons’’ within the Adviser or any person controlling, or Fund of Funds Affiliate (except to the meaning of section 2(a)(19) of the Act controlled by or under common control extent it is acting in its capacity as an (the ‘‘Independent Trustees’’), will find with the Adviser (collectively, the investment adviser to an Unaffiliated that the management or advisory fees ‘‘Group’’) from controlling (individually Investment Company or sponsor to an charged under a Fund of Funds’ or in the aggregate) an Unaffiliated Fund Unaffiliated Trust) will cause an advisory contract are based on services within the meaning of section 2(a)(9) of Unaffiliated Fund to purchase a security provided that are in addition to, rather the Act. The same prohibition would in an offering of securities during the than duplicative of, services provided apply to any other investment adviser existence of any underwriting or selling under the advisory contract(s) of any within the meaning of section syndicate of which a principal Underlying Fund in which the Fund of 2(a)(20)(B) of the Act to a Fund of Funds underwriter is an Underwriting Affiliate Funds may invest. In addition, the (‘‘Sub-Adviser’’) and any person (‘‘Affiliated Underwriting’’).7 Adviser will waive fees otherwise controlling, controlled by or under payable to it by a Fund of Funds in an common control with the Sub-Adviser, 7 An ‘‘Underwriting Affiliate’’ is a principal amount at least equal to any underwriter in any underwriting or selling compensation (including fees received 6 A ‘‘Fund of Funds Affiliate’’ is the Adviser, any syndicate that is an officer, director, trustee, tkelley on DSK3SPTVN1PROD with NOTICES Sub-Adviser, promoter or principal underwriter of advisory board member, investment adviser, sub- pursuant to any plan adopted by an a Fund of Funds, as well as any person controlling, adviser or employee of the Fund of Funds, or a Unaffiliated Investment Company under controlled by or under common control with any person of which any such officer, director, trustee, rule 12b–1 under the Act) received from of those entities. An ‘‘Unaffiliated Fund Affiliate’’ investment adviser, sub-adviser, member of an an Unaffiliated Fund by the Adviser, or is an investment adviser(s), sponsor, promoter or advisory board or employee is an affiliated person. principal underwriter of any Unaffiliated Fund or An Underwriting Affiliate does not include any an affiliated person of the Adviser, other any person controlling, controlled by or under person whose relationship to an Unaffiliated Fund than any advisory fees paid to the common control with any of those entities. is covered by section 10(f) of the Act. Adviser or an affiliated person of the VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00054 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1

36370 Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices Adviser by the Unaffiliated Investment 3. Section 17(b) of the Act authorizes Underlying Fund, and with the general Company, in connection with the the Commission to grant an order purposes of the Act. investment by the Fund of Funds in the permitting a transaction otherwise C. Other Investments by Section Unaffiliated Fund. prohibited by section 17(a) if it finds 9. Applicants further state that any 12(d)(1)(G) Funds of Funds that (i) the terms of the proposed sales charges and/or service fees transaction are fair and reasonable and 1. Section 12(d)(1)(G) of the Act charged with respect to shares of a Fund do not involve overreaching on the part provides that section 12(d)(1) will not of Funds will not exceed the limits of any person concerned; (ii) the apply to securities of an acquired applicable to funds of funds set forth in proposed transaction is consistent with company purchased by an acquiring in rule 2830 of the Conduct Rules of the the policies of each registered company if: (i) The acquiring company NASD (‘‘NASD Conduct Rule 2830’’).8 investment company concerned; and and acquired company are part of the 10. Applicants submit that the (iii) the proposed transaction is same ‘‘group of investment companies,’’ proposed arrangement will not create an consistent with the general purposes of as defined in section 12(d)(1)(G)(ii) of overly complex fund structure. the Act. Section 6(c) of the Act permits the Act; (ii) the acquiring company Applicants note that no Underlying the Commission to exempt any person holds only securities of acquired Fund will acquire securities of any other or transactions from any provision of companies that are part of the same investment company or company the Act if such exemption is necessary ‘‘group of investment companies,’’ as relying on section 3(c)(1) or 3(c)(7) of or appropriate in the public interest and defined in section 12(d)(1)(G)(ii) of the the Act in excess of the limits contained consistent with the protection of Act, government securities, and short- in section 12(d)(1)(A) of the Act, except investors and the purposes fairly term paper; (iii) the aggregate sales loads in certain circumstances identified in intended by the policy and provisions of and distribution-related fees of the condition 12 below. the Act. acquiring company and the acquired 4. Applicants submit that the company are not excessive under rules B. Section 17(a) proposed transactions satisfy the adopted pursuant to section 22(b) or 1. Section 17(a) of the Act generally section 22(c) of the Act by a securities prohibits sales or purchases of securities standards for relief under sections 17(b) and 6(c) of the Act. Applicants state that association registered under section 15A between a registered investment of the 1934 Act or by the Commission; company and any affiliated person of the terms of the transactions are reasonable and fair and do not involve and (iv) the acquired company has a the company. Section 2(a)(3) of the Act policy that prohibits it from acquiring defines an ‘‘affiliated person’’ of another overreaching. Applicants state that the securities of registered open-end person to include (a) any person directly terms upon which an Underlying Fund management investment companies or or indirectly owning, controlling, or that is an open-end management registered UITs in reliance on section holding with power to vote, 5% or more investment company will sell its shares 12(d)(1)(F) or (G) of the Act. of the outstanding voting securities of to or purchase its shares from a Fund of 2. Rule 12d1–2 under the Act permits the other person; (b) any person 5% or Funds will be in accordance with the a registered open-end investment more of whose outstanding voting rules and regulations under the Act.10 company or a registered UIT that relies securities are directly or indirectly Applicants also state that the proposed on section 12(d)(1)(G) of the Act to owned, controlled, or held with power transactions will be consistent with the acquire, in addition to securities issued to vote by the other person; and (c) any policies of each Fund of Funds and by another registered investment person directly or indirectly controlling, company in the same group of controlled by, or under common control of Funds, or an affiliated person of such person, for investment companies, government the purchase by the Fund of Funds of shares of an with the other person. Underlying Fund or (b) an affiliated person of an securities, and short-term paper: (1) 2. Applicants state that the Funds of Underlying Fund, or an affiliated person of such Securities issued by an investment Funds and the Affiliated Funds may be person, for the sale by the Underlying Fund of its company that is not in the same group deemed to be under the common control shares to a Fund of Funds may be prohibited by of investment companies, when the of the Adviser and, therefore, affiliated section 17(e) (1) of the Act. The Participation Agreement also will include this acknowledgement. acquisition is in reliance on section persons of one another. Applicants also 10 Applicants note that a Fund of Funds generally 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) state that the Funds of Funds and the would purchase and sell shares of an Underlying securities (other than securities issued Underlying Funds organized as open- Fund that operates as an ETF through secondary by an investment company); and (3) end management investment companies market transactions rather than through principal securities issued by a money market transactions with the Underlying Fund. Applicants and UITs may also be deemed to be nevertheless request relief from sections 17(a)(1) fund, when the investment is in reliance affiliated persons of one another if a and (2) to permit each Fund of Funds that is an on rule 12d1–1 under the Act. For the Fund of Funds owns 5% or more of the affiliated person, or an affiliated person of an purposes of rule 12d1–2, ‘‘securities’’ outstanding voting securities of one or affiliated person, as defined in section 2(a)(3) of the means any security as defined in section Act, of an ETF to purchase or redeem shares from more of such Underlying Funds. the ETF. Applicants are not seeking relief from 2(a)(36) of the Act. Applicants state that the sale of shares section 17(a) for, and the requested relief will not 3. Applicants state that the proposed by Underlying Funds organized as open- apply to, transactions where an ETF could be arrangement would comply with rule end management investment companies deemed an affiliated person, or an affiliated person 12d1–2 under the Act, but for the fact of an affiliated person, of a Fund of Funds because and UITs to the Funds of Funds and the an investment adviser to the ETF or an entity that the Section 12(d)(1)(G) Funds of purchase of those shares from the Funds controlling, controlled by or under common control Funds may invest a portion of their of Funds by such Underlying Funds with the investment adviser to the ETF is also an assets in Other Investments. Applicants (through redemptions) could be deemed investment adviser to the Fund of Funds. request an order under section 6(c) of Applicants note that a Fund of Funds will purchase tkelley on DSK3SPTVN1PROD with NOTICES to violate section 17(a).9 and sell shares of an Underlying Fund that is a the Act for an exemption from rule closed-end fund through secondary market 12d1–2(a) to allow the Section 8 Any references to NASD Conduct Rule 2830 transactions at market prices rather than through 12(d)(1)(G) Funds of Funds to invest in include any successor or replacement Financial principal transactions with the closed-end fund. Other Investments. Applicants assert Industry Regulatory Authority rule to NASD Accordingly, applicants are not requesting section Conduct Rule 2830. 17(a) relief with respect to principal transactions that permitting a Section 12(d)(1)(G) 9 Applicants acknowledge that receipt of any with closed-end funds (including business Fund of Funds to invest in Other compensation by (a) an affiliated person of a Fund development companies). Investments as described in the VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00055 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1

Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices 36371 application would not raise any of the with the Sub-Adviser acts as the 6. The Board of an Unaffiliated concerns that section 12(d)(1) of the Act investment adviser within the meaning Investment Company, including a was intended to address. of section 2(a)(20)(A) of the Act (in the majority of the Independent Trustees, 4. Consistent with its fiduciary case of an Unaffiliated Investment will adopt procedures reasonably obligations under the Act, a Section Company) or as the sponsor (in the case designed to monitor any purchases of 12(d)(1)(G) Fund of Funds’ Board will of an Unaffiliated Trust). securities by the Unaffiliated Investment review the advisory fees charged by the 2. No Fund of Funds or Fund of Company in an Affiliated Underwriting Section 12(d)(1)(G) Fund of Funds’ Funds Affiliate will cause any existing once an investment by a Fund of Funds investment adviser(s) to ensure that the or potential investment by the Fund of in the securities of the Unaffiliated fees are based on services provided that Funds in an Unaffiliated Fund to Investment Company exceeds the limit are in addition to, rather than influence the terms of any services or of section 12(d)(1)(A)(i) of the Act, duplicative of, services provided transactions between the Fund of Funds including any purchases made directly pursuant to the advisory agreement of or a Fund of Funds Affiliate and the from an Underwriting Affiliate. The any investment company in which the Unaffiliated Fund or an Unaffiliated Board of the Unaffiliated Investment Section 12(d)(1)(G) Fund of Funds may Fund Affiliate. Company will review these purchases invest. 3. The Board of each Fund of Funds, periodically, but no less frequently than including a majority of the Independent annually, to determine whether the Applicants’ Conditions Trustees, will adopt procedures purchases were influenced by the A. Investments by Funds of Funds in reasonably designed to ensure that its investment by the Fund of Funds in the Underlying Funds Adviser and any Sub-Adviser to the Unaffiliated Investment Company. The Fund of Funds are conducting the Board of the Unaffiliated Investment Applicants agree that the order investment program of the Fund of granting the requested relief to permit Company will consider, among other Funds without taking into account any things: (a) Whether the purchases were Funds of Funds to invest in Underlying consideration received by the Fund of Funds shall be subject to the following consistent with the investment Funds or Fund of Funds Affiliate from objectives and policies of the conditions: an Unaffiliated Investment Company or 1. The members of the Group will not Unaffiliated Investment Company; (b) Unaffiliated Trust or any Unaffiliated how the performance of securities control (individually or in the aggregate) Fund Affiliate of such Unaffiliated an Unaffiliated Fund within the purchased in an Affiliated Underwriting Investment Company or Unaffiliated compares to the performance of meaning of section 2(a)(9) of the Act. Trust in connection with any services or The members of a Sub-Adviser Group comparable securities purchased during transactions. a comparable period of time in will not control (individually or in the 4. Once an investment by a Fund of aggregate) an Unaffiliated Fund within underwritings other than Affiliated Funds in the securities of an the meaning of section 2(a)(9) of the Act. Underwritings or to a benchmark such Unaffiliated Investment Company With respect to a Fund’s investment in as a comparable market index; and (c) exceeds the limit of section an Unaffiliated Closed-End Investment 12(d)(1)(A)(i) of the Act, the Board of whether the amount of securities Company, (i) each member of the Group the Unaffiliated Investment Company, purchased by the Unaffiliated or Sub-Adviser Group that is an including a majority of the Independent Investment Company in Affiliated investment company or an issuer that Trustees, will determine that any Underwritings and the amount would be an investment company but consideration paid by the Unaffiliated purchased directly from an for section 3(c)(1) or 3(c)(7) of the Act Investment Company to a Fund of Underwriting Affiliate have changed will vote its shares of the Unaffiliated Funds or a Fund of Funds Affiliate in significantly from prior years. The Closed-End Investment Company in the connection with any services or Board of the Unaffiliated Investment manner prescribed by section transactions: (a) Is fair and reasonable in Company will take any appropriate 12(d)(1)(E) of the Act and (ii) each other relation to the nature and quality of the actions based on its review, including, member of the Group or Sub-Adviser services and benefits received by the if appropriate, the institution of Group will vote its shares of the Unaffiliated Investment Company; (b) is procedures designed to ensure that Unaffiliated Closed-End Investment within the range of consideration that purchases of securities in Affiliated Company in the same proportion as the the Unaffiliated Investment Company Underwritings are in the best interests vote of all other holders of the same would be required to pay to another of shareholders. type of such Unaffiliated Closed-End unaffiliated entity in connection with 7. Each Unaffiliated Investment Investment Company’s shares. If, as a the same services or transactions; and Company will maintain and preserve result of a decrease in the outstanding (c) does not involve overreaching on the permanently, in an easily accessible voting securities of any other part of any person concerned. This place, a written copy of the procedures Unaffiliated Fund, the Group or a Sub- condition does not apply with respect to described in the preceding condition, Adviser Group, each in the aggregate, any services or transactions between an and any modifications to such becomes a holder of more than 25 Unaffiliated Investment Company and procedures, and will maintain and percent of the outstanding voting its investment adviser(s), or any person preserve for a period of not less than six securities of such Unaffiliated Fund, controlling, controlled by, or under years from the end of the fiscal year in then the Group or the Sub-Adviser common control with such investment which any purchase in an Affiliated Group will vote its shares of the adviser(s). Underwriting occurred, the first two Unaffiliated Fund in the same 5. No Fund of Funds or Fund of years in an easily accessible place, a tkelley on DSK3SPTVN1PROD with NOTICES proportion as the vote of all other Funds Affiliate (except to the extent it written record of each purchase of holders of the Unaffiliated Fund’s is acting in its capacity as an investment securities in an Affiliated Underwriting shares. This condition will not apply to adviser to an Unaffiliated Investment once an investment by a Fund of Funds a Sub-Adviser Group with respect to an Company or sponsor to an Unaffiliated in the securities of an Unaffiliated Unaffiliated Fund for which the Sub- Trust) will cause an Unaffiliated Fund Investment Company exceeds the limit Adviser or a person controlling, to purchase a security in any Affiliated of section 12(d)(1)(A)(i) of the Act, controlled by or under common control Underwriting. setting forth (1) the party from whom VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00056 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1

36372 Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Notices the securities were acquired, (2) the investment by the Fund of Funds in the For the Commission, by the Division of identity of the underwriting syndicate’s Unaffiliated Fund. Any Sub-Adviser Investment Management, pursuant to members, (3) the terms of the purchase, delegated authority. will waive fees otherwise payable to the and (4) the information or materials Sub-Adviser, directly or indirectly, by Brent J. Fields, upon which the determinations of the the Fund of Funds in an amount at least Secretary. Board of the Unaffiliated Investment equal to any compensation received by [FR Doc. 2015–15450 Filed 6–23–15; 8:45 am] Company were made. the Sub-Adviser, or an affiliated person BILLING CODE 8011–01–P 8. Prior to its investment in shares of of the Sub-Adviser, from an Unaffiliated an Unaffiliated Investment Company in Fund, other than any advisory fees paid excess of the limit set forth in section SECURITIES AND EXCHANGE to the Sub-Adviser or its affiliated COMMISSION 12(d)(1)(A)(i) of the Act, the Fund of Funds and the Unaffiliated Investment person by the Unaffiliated Investment Company, in connection with the [Release No. 34–75247; File No. SR– Company will execute a Participation NYSEArca–2015–42] Agreement stating, without limitation, investment by the Fund of Funds in the that their Boards and their investment Unaffiliated Fund made at the direction Self-Regulatory Organizations; NYSE advisers understand the terms and of the Sub-Adviser. In the event that the Arca, Inc.; Notice of Filing of Proposed conditions of the order and agree to Sub-Adviser waives fees, the benefit of Rule Change, as Modified by fulfill their responsibilities under the the waiver will be passed through to the Amendment No. 1, Relating to the order. At the time of its investment in Fund of Funds. Listing and Trading of Shares of shares of an Unaffiliated Investment 11. Any sales charges and/or service Newfleet Multi-Sector Unconstrained Company in excess of the limit set forth fees charged with respect to shares of a Bond ETF under NYSE Arca Equities in section 12(d)(1)(A)(i), a Fund of Fund of Funds will not exceed the Rule 8.600 Funds will notify the Unaffiliated limits applicable to funds of funds set Investment Company of the investment. June 18, 2015. forth in NASD Conduct Rule 2830. Pursuant to section 19(b)(1) 1 of the At such time, the Fund of Funds will also transmit to the Unaffiliated 12. No Underlying Fund will acquire Securities Exchange Act of 1934 (the Investment Company a list of the names securities of any other investment ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 of each Fund of Funds Affiliate and company or company relying on section notice is hereby given that, on June 5, Underwriting Affiliate. The Fund of 3(c)(1) or 3(c)(7) of the Act, in excess of 2015, NYSE Arca, Inc. (the ‘‘Exchange’’ Funds will notify the Unaffiliated the limits contained in section or ‘‘NYSE Arca’’) filed with the Investment Company of any changes to 12(d)(1)(A) of the Act, except to the Securities and Exchange Commission the list as soon as reasonably practicable extent that such Underlying Fund: (a) (the ‘‘Commission’’) the proposed rule after a change occurs. The Unaffiliated Acquires such securities in compliance change as described in Items I and II Investment Company and the Fund of with section 12(d)(1)(E) of the Act and below, which Items have been prepared Funds will maintain and preserve a either is an Affiliated Fund or is in the by the self-regulatory organization. On copy of the order, the Participation June 15, 2015, NYSE Arca filed same ‘‘group of investment companies’’ Agreement, and the list with any Amendment No. 1 to the proposed rule as its corresponding master fund; (b) updated information for the duration of change.4 The Commission is publishing receives securities of another the investment and for a period of not this notice to solicit comments on the investment company as a dividend or as proposed rule change from interested less than six years thereafter, the first a result of a plan of reorganization of a two years in an easily accessible place. persons. company (other than a plan devised for 9. Before approving any advisory I. Self-Regulatory Organization’s the purpose of evading section 12(d)(1) contract under section 15 of the Act, the Statement of the Terms of Substance of Board of each Fund of Funds, including of the Act); or (c) acquires (or is deemed to have acquired) securities of another the Proposed Rule Change a majority of the Independent Trustees, shall find that the advisory fees charged investment company pursuant to The Exchange proposes to list and under the advisory contract are based on exemptive relief from the Commission trade shares of the following under services provided that are in addition to, permitting such Underlying Fund to: (i) NYSE Arca Equities Rule 8.600 rather than duplicative of, services Acquire securities of one or more (‘‘Managed Fund Shares’’): Newfleet provided under the advisory contract(s) investment companies for short-term Multi-Sector Unconstrained Bond ETF. of any Underlying Fund in which the cash management purposes or (ii) The text of the proposed rule change is Fund of Funds may invest. Such engage in inter-fund borrowing and available on the Exchange’s Web site at finding, and the basis upon which the lending transactions. www.nyse.com, at the principal office of finding was made, will be recorded fully the Exchange, and at the Commission’s B. Other Investments by Section Public Reference Room. in the minute books of the appropriate 12(d)(1)(G) Funds of Funds Fund of Funds. II. Self-Regulatory Organization’s 10. The Adviser will waive fees Applicants agree that the order Statement of the Purpose of, and otherwise payable to it by a Fund of granting the requested relief to permit Statutory Basis for, the Proposed Rule Funds in an amount at least equal to any Section 12(d)(1)(G) Funds of Funds to Change compensation (including fees received invest in Other Investments shall be In its filing with the Commission, the pursuant to any plan adopted by an subject to the following condition: self-regulatory organization included Unaffiliated Investment Company 1. Applicants will comply with all statements concerning the purpose of, tkelley on DSK3SPTVN1PROD with NOTICES pursuant to rule 12b–1 under the Act) received from an Unaffiliated Fund by provisions of rule 12d1–2 under the Act, and basis for, the proposed rule change the Adviser, or an affiliated person of except for paragraph (a)(2) to the extent 1 15 U.S.C.78s(b)(1). the Adviser, other than any advisory that it restricts any Section 12(d)(1)(G) 2 15 U.S.C. 78a. fees paid to the Adviser or its affiliated Fund of Funds from investing in Other 3 17 CFR 240.19b–4. person by the Unaffiliated Investment Investments as described in the 4 Amendment No. 1 replaces and supersedes the Company, in connection with the application. filing in its entirety. VerDate Sep<11>2014 16:43 Jun 23, 2015 Jkt 235001 PO 00000 Frm 00057 Fmt 4703 Sfmt 4703 E:\FR\FM\24JNN1.SGM 24JNN1


Document Created: 2015-12-15 14:08:52
Document Modified: 2015-12-15 14:08:52
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of an application for an order under section 12(d)(1)(J) of the Investment Company Act of 1940 (the ``Act'') for exemptions from sections 12(d)(1)(A), (B), and (C) of the Act, under sections 6(c) and 17(b) of the Act for an exemption from section 17(a) of the Act, and under section 6(c) of the Act for an exemption from rule 12d1-2(a) under the Act.
DatesThe application was filed on February 20, 2015.
ContactKieran G. Brown, Senior Counsel, at (202) 551-6773, or James M. Curtis, Branch Chief, at (202) 551-6712 (Division of Investment Management, Chief Counsel's Office).
FR Citation80 FR 36367 
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