80 FR 50055 - Principal ETMF Trust, et al.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 159 (August 18, 2015)
Federal Register Volume 80, Issue 159 (August 18, 2015)
| Page Range | 50055-50056 | |
| FR Document | 2015-20326 |
[Federal Register Volume 80, Number 159 (Tuesday, August 18, 2015)] [Notices] [Pages 50055-50056] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-20326] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31746; 812-14496] Principal ETMF Trust, et al.; Notice of Application August 11, 2015. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act. ----------------------------------------------------------------------- Applicants: Principal ETMF Trust (the ``Trust''), Principal Management Corporation (the ``Manager''), and Principal Funds Distributor, Inc. (the ``Distributor''). SUMMARY: Summary of Application: Applicants request an order (``Order'') that permits: (a) Actively managed series of certain open- end management investment companies to issue shares (``Shares'') redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Shares to occur at the next-determined net asset value plus or minus a market-determined premium or discount that may vary during the trading day; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares; and (f) certain series to create and redeem Shares in kind in a master-feeder structure. The Order would incorporate by reference terms and conditions of a previous order granting the same relief sought by applicants, as that order may be amended from time to time (``Reference Order'').\1\ --------------------------------------------------------------------------- \1\ Eaton Vance Management, et al., Investment Company Act Rel. Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order). DATES: Filing Date: The application was filed on June 26, 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 September 8, 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. ADDRESSES: The Commission: Brent J. Fields, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: Principal ETMF Trust, Principal Management Corporation, and Principal Funds Distributor, Inc., c/o Adam U. Shaikh, Esq., The Principal [[Page 50056]] Financial Group, Des Moines, IA 50392-0300. ADDRESSES: Diane L. Titus, Paralegal Specialist, or Dalia Osman Blass, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's 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 1. The Trust will be registered as an open-end management investment company under the Act and is a statutory trust organized under the laws of Delaware. Applicants seek relief with respect to a Fund (as defined below, and that Fund, the ``Initial Fund''). The portfolio positions of the Fund will consist of securities and other assets selected and managed by its Manager or Subadviser (as defined below) to pursue the Fund's investment objective. 2. The Adviser, an Iowa corporation, will be the investment adviser to the Initial Fund. An Adviser (as defined below) will serve as investment adviser to each Fund. The Adviser is, and any other Adviser will be, registered as an investment adviser under the Investment Advisers Act of 1940 (``Advisers Act''). The Adviser and the Trust may retain one or more subadvisers (each a ``Subadviser'') to manage the portfolios of the Funds. Any Subadviser will be registered, or not subject to registration, under the Advisers Act. 3. The Distributor is a Washington corporation and a broker-dealer registered under the Securities Exchange Act of 1934 and will act as the principal underwriter of Shares of the Funds. Applicants request that the requested relief apply to any distributor of Shares, whether affiliated or unaffiliated with the Adviser (included in the term ``Distributor''). Any Distributor will comply with the terms and conditions of the Order. Applicants' Requested Exemptive Relief 4. Applicants seek the requested Order under section 6(c) of the Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act. The requested Order would permit applicants to offer exchange-traded managed funds. Because the relief requested is the same as the relief granted by the Commission under the Reference Order and because the Adviser has entered into, or anticipates entering into, a licensing agreement with Eaton Vance Management, or an affiliate thereof in order to offer exchange-traded managed funds,\2\ the Order would incorporate by reference the terms and conditions of the Reference Order. --------------------------------------------------------------------------- \2\ Eaton Vance Management has obtained patents with respect to certain aspects of the Funds' method of operation as exchange-traded managed funds. --------------------------------------------------------------------------- 5. Applicants request that the Order apply to the Initial Funds and to any other existing or future open-end management investment company or series thereof that: (a) Is advised by the Adviser or any entity controlling, controlled by, or under common control with the Adviser (any such entity included in the term ``Adviser''); and (b) operates as an exchange-traded managed fund as described in the Reference Order; and (c) complies with the terms and conditions of the Order and of the Reference Order, which is incorporated by reference herein (each such company or series and Initial Fund, a ``Fund'').\3\ --------------------------------------------------------------------------- \3\ All entities that currently intend to rely on the 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 Order and of the Reference Order, which is incorporated by reference herein. --------------------------------------------------------------------------- 6. Section 6(c) of the Act provides that the Commission may exempt any person, security or transaction, or any class of persons, securities or transactions, from any provisions of the Act, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 17(b) of the Act authorizes the Commission to exempt a proposed transaction from section 17(a) of the Act if evidence establishes that the terms of the transaction, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned, and the proposed transaction is consistent with the policies of the registered investment company and the general purposes of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. 7. Applicants submit that for the reasons stated in the Reference Order: (1) With respect to the relief requested pursuant to section 6(c) of the Act, the relief is appropriate, in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act; (2) with respect to the relief request pursuant to section 17(b) of the Act, the proposed transactions are reasonable and fair and do not involve overreaching on the part of any person concerned, are consistent with the policies of each registered investment company concerned and consistent with the general purposes of the Act; and (3) with respect to the relief requested pursuant to section 12(d)(1)(J) of the Act, the relief is consistent with the public interest and the protection of investors. By the Division of Investment Management, pursuant to delegated authority. Brent J. Fields, Secretary. [FR Doc. 2015-20326 Filed 8-17-15; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 80, No. 159 / Tuesday, August 18, 2015 / Notices 50055
Commission to waive the 30-day amendments, all written statements SUMMARY: Summary of Application:
operative delay so that the proposal may with respect to the proposed rule Applicants request an order (‘‘Order’’)
become operative immediately upon change that are filed with the that permits: (a) Actively managed
filing. Waiver of the 30-day operative Commission, and all written series of certain open-end management
delay would allow the Exchange to communications relating to the investment companies to issue shares
harmonize its rules across BGM proposed rule change between the (‘‘Shares’’) redeemable in large
Affiliated Exchanges in a timely Commission and any person, other than aggregations only (‘‘Creation Units’’); (b)
manner, thereby simplifying the rules those that may be withheld from the secondary market transactions in Shares
available to Members of the Exchange public in accordance with the to occur at the next-determined net asset
that are also participants on EDGX, BZX provisions of 5 U.S.C. 552, will be value plus or minus a market-
and BYX. Based on the foregoing, the available for Web site viewing and determined premium or discount that
Commission believes the waiver of the printing in the Commission’s Public may vary during the trading day; (c)
operative delay is consistent with the Reference Room, 100 F Street NE., certain series to pay redemption
protection of investors and the public Washington, DC 20549, on official proceeds, under certain circumstances,
interest.19 The Commission hereby business days between the hours of more than seven days from the tender of
grants the waiver and designates the 10:00 a.m. and 3:00 p.m. Copies of the Shares for redemption; (d) certain
proposal operative upon filing. filing will also be available for affiliated persons of the series to deposit
At any time within 60 days of the inspection and copying at the principal securities into, and receive securities
filing of the proposed rule change, the office of the Exchange. All comments from, the series in connection with the
Commission summarily may received will be posted without change; purchase and redemption of Creation
temporarily suspend such rule change if the Commission does not edit personal Units; (e) certain registered management
it appears to the Commission that such identifying information from investment companies and unit
action is necessary or appropriate in the submissions. You should submit only investment trusts outside of the same
public interest, for the protection of information that you wish to make group of investment companies as the
investors, or otherwise in furtherance of available publicly. All submissions series to acquire Shares; and (f) certain
the purposes of the Act. If the should refer to File Number SR–EDGA– series to create and redeem Shares in
Commission takes such action, the 2015–30 and should be submitted on or kind in a master-feeder structure. The
Commission shall institute proceedings before September 8, 2015. Order would incorporate by reference
to determine whether the proposed rule terms and conditions of a previous order
should be approved or disapproved. For the Commission, by the Division of
granting the same relief sought by
Trading and Markets, pursuant to delegated
IV. Solicitation of Comments authority.20 applicants, as that order may be
amended from time to time (‘‘Reference
Interested persons are invited to Brent J. Fields, Order’’).1
submit written data, views, and Secretary. DATES: Filing Date: The application was
arguments concerning the foregoing, [FR Doc. 2015–20282 Filed 8–17–15; 8:45 am] filed on June 26, 2015.
including whether the proposed rule BILLING CODE 8011–01–P Hearing or Notification of Hearing: An
change is consistent with the Act. order granting the requested relief will
Comments may be submitted by any of be issued unless the Commission orders
the following methods: SECURITIES AND EXCHANGE a hearing. Interested persons may
Electronic Comments COMMISSION request a hearing by writing to the
Commission’s Secretary and serving
• Use the Commission’s Internet [Investment Company Act Release No.
applicants with a copy of the request,
comment form (http://www.sec.gov/ 31746; 812–14496]
personally or by mail. Hearing requests
rules/sro.shtml); or should be received by the Commission
Principal ETMF Trust, et al.; Notice of
• Send an email to rule-comments@
Application by 5:30 p.m. on September 8, 2015, and
sec.gov. Please include File Number SR–
should be accompanied by proof of
EDGA–2015–30 on the subject line. August 11, 2015. service on applicants, in the form of an
Paper Comments AGENCY: Securities and Exchange affidavit or, for lawyers, a certificate of
Commission (‘‘Commission’’). service. Pursuant to rule 0–5 under the
• Send paper comments in triplicate
ACTION: Notice of an application for an Act, hearing requests should state the
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street order under section 6(c) of the nature of the writer’s interest, any facts
NE., Washington, DC 20549–1090. Investment Company Act of 1940 bearing upon the desirability of a
(‘‘Act’’) for an exemption from sections hearing on the matter, the reason for the
All submissions should refer to File
2(a)(32), 5(a)(1), 22(d) and 22(e) of the request, and the issues contested.
Number SR–EDGA–2015–30. This file
Act and rule 22c–1 under the Act, under Persons who wish to be notified of a
number should be included on the
sections 6(c) and 17(b) of the Act for an hearing may request notification by
subject line if email is used. To help the
exemption from sections 17(a)(1) and writing to the Commission’s Secretary.
Commission process and review your
(a)(2) of the Act, and under section ADDRESSES: The Commission: Brent J.
comments more efficiently, please use
12(d)(1)(J) of the Act for an exemption Fields, Secretary, U.S. Securities and
only one method. The Commission will
from sections 12(d)(1)(A) and (B) of the Exchange Commission, 100 F Street NE.,
post all comments on the Commission’s
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Act. Washington, DC 20549–1090.
Internet Web site (http://www.sec.gov/
rules/sro.shtml). Copies of the Applicants: Principal ETMF Trust,
Applicants: Principal ETMF Trust Principal Management Corporation, and
submission, all subsequent (the ‘‘Trust’’), Principal Management Principal Funds Distributor, Inc., c/o
Corporation (the ‘‘Manager’’), and Adam U. Shaikh, Esq., The Principal
19 For purposes only of waiving the 30-day
Principal Funds Distributor, Inc. (the
operative delay, the Commission has also
considered the proposed rule’s impact on ‘‘Distributor’’). 1 Eaton Vance Management, et al., Investment
efficiency, competition, and capital formation. See Company Act Rel. Nos. 31333 (Nov. 6, 2014)
15 U.S.C. 78c(f). 20 17 CFR 200.30–3(a)(12). (notice) and 31361 (Dec. 2, 2014) (order).
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![50056 Federal Register / Vol. 80, No. 159 / Tuesday, August 18, 2015 / Notices
Financial Group, Des Moines, IA 50392– from sections 12(d)(1)(A) and (B) of the exemption is consistent with the public
0300. Act. The requested Order would permit interest and the protection of investors.
ADDRESSES: Diane L. Titus, Paralegal applicants to offer exchange-traded 7. Applicants submit that for the
Specialist, or Dalia Osman Blass, managed funds. Because the relief reasons stated in the Reference Order:
Assistant Chief Counsel, at (202) 551– requested is the same as the relief (1) With respect to the relief requested
6821 (Division of Investment granted by the Commission under the pursuant to section 6(c) of the Act, the
Management, Chief Counsel’s Office). Reference Order and because the relief is appropriate, in the public
Adviser has entered into, or anticipates interest and consistent with the
SUPPLEMENTARY INFORMATION: The
entering into, a licensing agreement protection of investors and the purposes
following is a summary of the
with Eaton Vance Management, or an fairly intended by the policy and
application. The complete application
affiliate thereof in order to offer provisions of the Act; (2) with respect to
may be obtained via the Commission’s
exchange-traded managed funds,2 the the relief request pursuant to section
Web site by searching for the file
Order would incorporate by reference 17(b) of the Act, the proposed
number, or for an applicant using the
the terms and conditions of the transactions are reasonable and fair and
Company name box, at http://
Reference Order. do not involve overreaching on the part
www.sec.gov/search/search.htm or by 5. Applicants request that the Order of any person concerned, are consistent
calling (202) 551–8090. apply to the Initial Funds and to any with the policies of each registered
Applicants other existing or future open-end investment company concerned and
management investment company or consistent with the general purposes of
1. The Trust will be registered as an
series thereof that: (a) Is advised by the the Act; and (3) with respect to the relief
open-end management investment
Adviser or any entity controlling, requested pursuant to section 12(d)(1)(J)
company under the Act and is a
controlled by, or under common control of the Act, the relief is consistent with
statutory trust organized under the laws
with the Adviser (any such entity the public interest and the protection of
of Delaware. Applicants seek relief with
included in the term ‘‘Adviser’’); and (b) investors.
respect to a Fund (as defined below, and
operates as an exchange-traded managed
that Fund, the ‘‘Initial Fund’’). The By the Division of Investment
fund as described in the Reference Management, pursuant to delegated
portfolio positions of the Fund will
Order; and (c) complies with the terms authority.
consist of securities and other assets
and conditions of the Order and of the Brent J. Fields,
selected and managed by its Manager or
Reference Order, which is incorporated
Subadviser (as defined below) to pursue Secretary.
by reference herein (each such company
the Fund’s investment objective. [FR Doc. 2015–20326 Filed 8–17–15; 8:45 am]
or series and Initial Fund, a ‘‘Fund’’).3
2. The Adviser, an Iowa corporation, BILLING CODE 8011–01–P
6. Section 6(c) of the Act provides that
will be the investment adviser to the
the Commission may exempt any
Initial Fund. An Adviser (as defined
person, security or transaction, or any
below) will serve as investment adviser SECURITIES AND EXCHANGE
class of persons, securities or
to each Fund. The Adviser is, and any COMMISSION
transactions, from any provisions of the
other Adviser will be, registered as an
Act, if and to the extent that such [SEC File No. 270–562, OMB Control No.
investment adviser under the 3235–0624]
exemption is necessary or appropriate
Investment Advisers Act of 1940
in the public interest and consistent
(‘‘Advisers Act’’). The Adviser and the Proposed Collection; Comment
with the protection of investors and the
Trust may retain one or more Request
purposes fairly intended by the policy
subadvisers (each a ‘‘Subadviser’’) to
and provisions of the Act. Section 17(b)
manage the portfolios of the Funds. Any
of the Act authorizes the Commission to
Subadviser will be registered, or not Upon Written Request, Copies Available
exempt a proposed transaction from
subject to registration, under the From: Securities and Exchange
section 17(a) of the Act if evidence
Advisers Act. Commission, Office of FOIA Services,
establishes that the terms of the
3. The Distributor is a Washington 100 F Street NE., Washington, DC
transaction, including the consideration
corporation and a broker-dealer 20549–2736.
to be paid or received, are reasonable
registered under the Securities
and fair and do not involve Extension:
Exchange Act of 1934 and will act as the
overreaching on the part of any person Regulation R, Rule 701.
principal underwriter of Shares of the
concerned, and the proposed
Funds. Applicants request that the Notice is hereby given that, pursuant
transaction is consistent with the
requested relief apply to any distributor to the Paperwork Reduction Act of 1995
policies of the registered investment
of Shares, whether affiliated or (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
company and the general purposes of
unaffiliated with the Adviser (included Securities and Exchange Commission
the Act. Section 12(d)(1)(J) of the Act
in the term ‘‘Distributor’’). Any (‘‘Commission’’) is soliciting comments
provides that the Commission may
Distributor will comply with the terms on the existing collection of information
exempt any person, security, or
and conditions of the Order. provided for in Regulation R, Rule 701
transaction, or any class or classes of
(17 CFR 247.701) under the Securities
Applicants’ Requested Exemptive Relief persons, securities or transactions, from
Exchange Act of 1934 (15 U.S.C. 78a et
4. Applicants seek the requested any provision of section 12(d)(1) if the
seq.). The Commission plans to submit
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Order under section 6(c) of the Act for 2 Eaton Vance Management has obtained patents
this existing collection of information to
an exemption from sections 2(a)(32), with respect to certain aspects of the Funds’ method the Office of Management and Budget
5(a)(1), 22(d) and 22(e) of the Act and of operation as exchange-traded managed funds. (‘‘OMB’’) for extension and approval.
rule 22c–1 under the Act, under 3 All entities that currently intend to rely on the Regulation R, Rule 701 requires a
sections 6(c) and 17(b) of the Act for an Order are named as applicants. Any other entity broker or dealer (as part of a written
that relies on the Order in the future will comply
exemption from sections 17(a)(1) and with the terms and conditions of the Order and of
agreement between the bank and the
17(a)(2) of the Act, and under section the Reference Order, which is incorporated by broker or dealer) to notify the bank if the
12(d)(1)(J) of the Act for an exemption reference herein. broker or dealer makes certain
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Document Created: 2015-12-15 12:04:38
Document Modified: 2015-12-15 12:04:38
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act. | |
| FR Citation | 80 FR 50055 |
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