80 FR 55683 - AlphaClone, Inc., et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 179 (September 16, 2015)

Page Range		55683-55691
FR Document		2015-23270
Summary of Application: Applicants request an order that would permit (a) 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 negotiated market prices rather than at net asset value (``NAV''); (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days after 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; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares. Applicants: AlphaClone, Inc. (``AlphaClone''), ETF Series Solutions (``Trust'') and Quasar Distributors, LLC (``Quasar''). Filing Dates: The application was filed on May 26, 2015, and amended on August 18, 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 October 2, 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.
Federal Register, Volume 80 Issue 179 (Wednesday, September 16, 2015)
[Federal Register Volume 80, Number 179 (Wednesday, September 16, 2015)]
[Notices]
[Pages 55683-55691]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-23270]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. IC-31820; 812-14474]


AlphaClone, Inc., et al.; Notice of Application

September 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 (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) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act.

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SUMMARY: Summary of Application: Applicants request an order that would 
permit (a) 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 negotiated market prices rather than at net asset value 
(``NAV''); (c) certain series to pay redemption proceeds, under certain 
circumstances, more than seven days after 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; and (e) certain 
registered management investment companies and unit investment trusts 
outside of the same group of investment companies as the series to 
acquire Shares.
    Applicants: AlphaClone, Inc. (``AlphaClone''), ETF Series Solutions 
(``Trust'') and Quasar Distributors, LLC (``Quasar'').
    Filing Dates: The application was filed on May 26, 2015, and 
amended on August 18, 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 October 2, 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: Secretary, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: AlphaClone, One Market 
Street, Steuart Towar, Suite 1208, San Francisco, California 94105; The 
Trust and Quasar, 615 East Michigan Street, 4th Floor, Milwaukee, 
Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: James D. McGinnis, Attorney/Advisor, 
at (202) 551-3025, or Melissa R. Harke, Branch Chief, at (202) 551-6722 
(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 a Delaware statutory trust and is registered under 
the Act as an open-end management investment company with multiple 
series. Each series will operate as an exchange traded fund (``ETF'').
    2. AlphaClone will be the investment adviser to the new series of 
the Trust (``Initial Fund''). Each Adviser (as defined below) will be 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (``Advisers Act''). The Adviser may enter into sub-advisory 
agreements with one or more investment advisers to act as sub-advisers 
to particular Funds (each, a ``Sub-Adviser''). Any Sub-Adviser will 
either be registered under the Advisers Act or will not be required to 
register thereunder.
    3. The Trust will enter into a distribution agreement with one or 
more distributors. Each distributor for a Fund will be a broker-dealer 
(``Broker'') registered under the Securities

[[Page 55684]]

Exchange Act of 1934 (``Exchange Act'') and will act as distributor and 
principal underwriter (``Distributor'') for one or more of the Funds. 
No Distributor will be affiliated with any national securities 
exchange, as defined in Section 2(a)(26) of the Act (``Exchange''). The 
Distributor for each Fund will comply with the terms and conditions of 
the requested order. Quasar, a Delaware limited liability company and 
broker-dealer registered under the Exchange Act, will act as the 
initial Distributor of the Funds.
    4. Applicants request that the order apply to the Initial Fund and 
any additional series of the Trust, and any other open-end management 
investment company or series thereof, that may be created in the future 
(``Future Funds'' and together with the Initial Fund, ``Funds''), each 
of which will operate as an ETF and will track a specified index 
comprised of domestic or foreign equity and/or fixed income securities 
(each, an ``Underlying Index''). Any Future Fund will (a) be advised by 
AlphaClone or an entity controlling, controlled by, or under common 
control with AlphaClone (each, an ``Adviser'') and (b) comply with the 
terms and conditions of the application.\1\
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    \1\ All existing entities that intend to rely on the requested 
order have been named as applicants. Any other existing or future 
entity that subsequently relies on the order will comply with the 
terms and conditions of the order. A Fund of Funds (as defined 
below) may rely on the order only to invest in Funds and not in any 
other registered investment company.
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    5. Each Fund will hold certain securities, currencies, other 
assets, and other investment positions (``Portfolio Holdings'') 
selected to correspond generally to the performance of its Underlying 
Index. The Underlying Indexes will be comprised solely of equity and/or 
fixed income securities issued by one or more of the following 
categories of issuers: (i) Domestic issuers and (ii) non-domestic 
issuers meeting the requirements for trading in U.S. markets. Other 
Funds will be based on Underlying Indexes that will be comprised solely 
of foreign and domestic, or solely foreign, equity and/or fixed income 
securities (``Foreign Funds'').
    6. Applicants represent that each Fund will invest at least 80% of 
its assets (excluding securities lending collateral) in the component 
securities of its respective Underlying Index (``Component 
Securities'') and TBA Transactions,\2\ and in the case of Foreign 
Funds, Component Securities and Depositary Receipts \3\ representing 
Component Securities. Each Fund may also invest up to 20% of its assets 
in certain index futures, options, options on index futures, swap 
contracts or other derivatives, as related to its respective Underlying 
Index and its Component Securities, cash and cash equivalents, other 
investment companies, as well as in securities and other instruments 
not included in its Underlying Index but which the Adviser believes 
will help the Fund track its Underlying Index. A Fund may also engage 
in short sales in accordance with its investment objective.
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    \2\ A ``to-be-announced transaction'' or ``TBA Transaction'' is 
a method of trading mortgage-backed securities. In a TBA 
Transaction, the buyer and seller agree upon general trade 
parameters such as agency, settlement date, par amount and price. 
The actual pools delivered generally are determined two days prior 
to settlement date.
    \3\ Depositary receipts representing foreign securities 
(``Depositary Receipts'') include American Depositary Receipts and 
Global Depositary Receipts. The Funds may invest in Depositary 
Receipts representing foreign securities in which they seek to 
invest. Depositary Receipts are typically issued by a financial 
institution (a ``depositary bank'') and evidence ownership interests 
in a security or a pool of securities that have been deposited with 
the depositary bank. A Fund will not invest in any Depositary 
Receipts that the Adviser or any Sub-Adviser deems to be illiquid or 
for which pricing information is not readily available. No 
affiliated person of a Fund, the Adviser or any Sub-Adviser will 
serve as the depositary bank for any Depositary Receipts held by a 
Fund.
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    7. Each Trust may issue Funds that seek to track Underlying Indexes 
constructed using 130/30 investment strategies (``130/30 Funds'') or 
other long/short investment strategies (``Long/Short Funds''). Each 
Long/Short Fund will establish (i) exposures equal to approximately 
100% of the long positions specified by the Long/Short Index \4\ and 
(ii) exposures equal to approximately 100% of the short positions 
specified by the Long/Short Index. Each 130/30 Fund will include 
strategies that: (i) Establish long positions in securities so that 
total long exposure represents approximately 130% of a Fund's net 
assets; and (ii) simultaneously establish short positions in other 
securities so that total short exposure represents approximately 30% of 
such Fund's net assets. Each Business Day, for each Long/Short Fund and 
130/30 Fund, the Adviser will provide full portfolio transparency on 
the Fund's publicly available Web site (``Web site'') by making 
available the Fund's Portfolio Holdings (defined below) before the 
commencement of trading of Shares on the Listing Exchange (defined 
below).\5\ The information provided on the Web site will be formatted 
to be reader-friendly.
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    \4\ Underlying Indexes that include both long and short 
positions in securities are referred to as ``Long/Short Indexes.''
    \5\ Under accounting procedures followed by each Fund, trades 
made on the prior Business Day (``T'') will be booked and reflected 
in NAV on the current Business Day (T+1). Accordingly, the Funds 
will be able to disclose at the beginning of the Business Day the 
portfolio that will form the basis for the NAV calculation at the 
end of the Business Day.
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    8. A Fund will utilize either a replication or representative 
sampling strategy to track its Underlying Index. A Fund using a 
replication strategy will invest in the Component Securities of its 
Underlying Index in the same approximate proportions as in such 
Underlying Index. A Fund using a representative sampling strategy will 
hold some, but not necessarily all of the Component Securities of its 
Underlying Index. Applicants state that a Fund using a representative 
sampling strategy will not be expected to track the performance of its 
Underlying Index with the same degree of accuracy as would an 
investment vehicle that invested in every Component Security of the 
Underlying Index with the same weighting as the Underlying Index. 
Applicants expect that each Fund will have an annual tracking error 
relative to the performance of its Underlying Index of less than 5%.
    9. Each Fund will be entitled to use its Underlying Index pursuant 
to either a licensing agreement with the entity that compiles, creates, 
sponsors or maintains the Underlying Index (each, an ``Index 
Provider'') or a sub-licensing arrangement with the Adviser, which will 
have a licensing agreement with such Index Provider.\6\ A ``Self-
Indexing Fund'' is a Fund for which an affiliated person, as defined in 
section 2(a)(3) of the Act (``Affiliated Person''), or an affiliated 
person of an Affiliated Person (``Second-Tier Affiliate''), of the 
Trust or a Fund, of the Adviser, of any Sub-Adviser to or promoter of a 
Fund, or of the Distributor (each, an ``Affiliated Index Provider'') 
will serve as the Index Provider. In the case of Self-Indexing Funds, 
an Affiliated Index Provider will create a proprietary, rules-based 
methodology to create Underlying Indexes (each an ``Affiliated 
Index'').\7\

[[Page 55685]]

Except with respect to the Self-Indexing Funds, no Index Provider is or 
will be an Affiliated Person, or a Second-Tier Affiliate, of a Trust or 
a Fund, of the Adviser, of any Sub-Adviser to or promoter of a Fund, or 
of the Distributor.
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    \6\ The licenses for the Self-Indexing Funds will specifically 
state that the Affiliated Index Provider (as defined below), or in 
case of a sub-licensing agreement, the Adviser, must provide the use 
of the Affiliated Indexes (as defined below) and related 
intellectual property at no cost to the Trust and the Self-Indexing 
Funds.
    \7\ The Affiliated Indexes may be made available to registered 
investment companies, as well as separately managed accounts of 
institutional investors and privately offered funds that are not 
deemed to be ``investment companies'' in reliance on section 3(c)(1) 
or 3(c)(7) of the Act for which the Adviser acts as adviser or 
subadviser (``Affiliated Accounts'') as well as other such 
registered investment companies, separately managed accounts and 
privately offered funds for which it does not act either as adviser 
or subadviser (``Unaffiliated Accounts''). The Affiliated Accounts 
and the Unaffiliated Accounts, like the Funds, would seek to track 
the performance of one or more Underlying Index(es) by investing in 
the constituents of such Underlying Indexes or a representative 
sample of such constituents of the Underlying Index. Consistent with 
the relief requested from section 17(a), the Affiliated Accounts 
will not engage in Creation Unit transactions with a Fund.
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    10. Applicants recognize that Self-Indexing Funds could raise 
concerns regarding the ability of the Affiliated Index Provider to 
manipulate the Underlying Index to the benefit or detriment of the 
Self-Indexing Fund. Applicants further recognize the potential for 
conflicts that may arise with respect to the personal trading activity 
of personnel of the Affiliated Index Provider who have knowledge of 
changes to an Underlying Index prior to the time that information is 
publicly disseminated.
    11. Applicants propose that each Self-Indexing Fund will post on 
its Web site, on each day the Fund is open, including any day when it 
satisfies redemption requests as required by Section 22(e) of the Act 
(a ``Business Day''), before commencement of trading of Shares on the 
Listing Exchange, the identities and quantities of the Portfolio 
Holdings that will form the basis for the Fund's calculation of its NAV 
at the end of the Business Day. Applicants believe that requiring Self-
Indexing Funds to maintain full portfolio transparency will also 
provide an additional mechanism for addressing any such potential 
conflicts of interest.
    12. In addition, Applicants do not believe the potential for 
conflicts of interest raised by the Adviser's use of the Underlying 
Indexes in connection with the management of the Self Indexing Funds 
and the Affiliated Accounts will be substantially different from the 
potential conflicts presented by an adviser managing two or more 
registered funds. Both the Act and the Advisers Act contain various 
protections to address conflicts of interest where an adviser is 
managing two or more registered funds and these protections will also 
help address these conflicts with respect to the Self-Indexing 
Funds.\8\
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    \8\ See, e.g., Rule 17j-1 under the Act and Section 204A under 
the Advisers Act and Rules 204A-1 and 206(4)-7 under the Advisers 
Act.
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    13. Each Adviser and any Sub-Adviser has adopted or will adopt, 
pursuant to Rule 206(4)-7 under the Advisers Act, written policies and 
procedures designed to prevent violations of the Advisers Act and the 
rules thereunder. These include policies and procedures designed to 
minimize potential conflicts of interest among the Self-Indexing Funds 
and the Affiliated Accounts, such as cross trading policies, as well as 
those designed to ensure the equitable allocation of portfolio 
transactions and brokerage commissions. In addition, AlphaClone will 
adopt policies and procedures as required under section 204A of the 
Advisers Act, which are reasonably designed in light of the nature of 
its business to prevent the misuse, in violation of the Advisers Act or 
the Exchange Act or the rules thereunder, of material non-public 
information by the ETS Securities or an associated person (``Inside 
Information Policy''). Any other Adviser or Sub-Adviser will be 
required to adopt and maintain a similar Inside Information Policy. In 
accordance with the Code of Ethics \9\ and Inside Information Policy of 
the Adviser and any Sub-Adviser, personnel of those entities with 
knowledge about the composition of the Portfolio Deposit \10\ will be 
prohibited from disclosing such information to any other person, except 
as authorized in the course of their employment, until such information 
is made public. In addition, an Index Provider will not provide any 
information relating to changes to an Underlying Index's methodology 
for the inclusion of component securities, the inclusion or exclusion 
of specific component securities, or methodology for the calculation or 
the return of component securities, in advance of a public announcement 
of such changes by the Index Provider.\11\ The Adviser will also 
include under Item 10.C of Part 2 of its Form ADV a discussion of its 
relationship to any Affiliated Index Provider and any material 
conflicts of interest resulting therefrom, regardless of whether the 
Affiliated Index Provider is a type of affiliate specified in Item 10.
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    \9\ The Adviser has also adopted or will adopt a code of ethics 
pursuant to Rule 17j-1 under the Act and Rule 204A-1 under the 
Advisers Act, which contains provisions reasonably necessary to 
prevent Access Persons (as defined in Rule 17j-1) from engaging in 
any conduct prohibited in Rule 17j-1 (``Code of Ethics'').
    \10\ The instruments and cash that the purchaser is required to 
deliver in exchange for the Creation Units it is purchasing are 
referred to as the ``Portfolio Deposit.''
    \11\ In the event that an Adviser or Sub-Adviser serves as the 
Affiliated Index Provider for a Self-Indexing Fund, the terms 
``Affiliated Index Provider'' or ``Index Provider,'' with respect to 
that Self-Indexing Fund, will be limited to the employees of the 
applicable Adviser or Sub-Adviser that are responsible for creating, 
compiling and maintaining the relevant Underlying Index.
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    14. To the extent the Self-Indexing Funds transact with an 
Affiliated Person of the Adviser or Sub-Adviser, such transactions will 
comply with the Act, the rules thereunder and the terms and conditions 
of the requested order. In this regard, each Self-Indexing Fund's board 
of directors or trustees (``Board'') will periodically review the Self-
Indexing Fund's use of an Affiliated Index Provider. Subject to the 
approval of the Self-Indexing Fund's Board, the Adviser, Affiliated 
Persons of the Adviser (``Adviser Affiliates'') and Affiliated Persons 
of any Sub-Adviser (``Sub-Adviser Affiliates'') may be authorized to 
provide custody, fund accounting and administration and transfer agency 
services to the Self-Indexing Funds. Any services provided by the 
Adviser, Adviser Affiliates, Sub-Adviser and Sub-Adviser Affiliates 
will be performed in accordance with the provisions of the Act, the 
rules under the Act and any relevant guidelines from the staff of the 
Commission. Applications for prior orders granted to Self-Indexing 
Funds have received relief to operate such funds on the basis discussed 
above.\12\
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    \12\ See, e.g., FFI Advisors, LLC, et al., Investment Company 
Act Release No. 31669 (June 15, 2015) (notice) and 31713 (July 13, 
2015) (order); Diamond Hill Capital Management, Inc., et al., 
Investment Company Act Release No. 31433 (January 28, 2015) (notice) 
and 31472 (February 24, 2015) (order); ETF Securities Advisors LLC, 
et al., Investment Company Act Release No. 31346 (November 24, 2014) 
(notice) and 31395 (December 22, 2014) (order).
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    15. The Shares of each Fund will be purchased and redeemed in 
Creation Units and generally on an in-kind basis. Except where the 
purchase or redemption will include cash under the limited 
circumstances specified below, purchasers will be required to purchase 
Creation Units by making an in-kind deposit of specified instruments 
(``Deposit Instruments''), and shareholders redeeming their Shares will 
receive an in-kind transfer of specified instruments (``Redemption 
Instruments'').\13\ On any given Business Day, the names and quantities 
of the instruments that constitute the Deposit Instruments and the 
names and quantities of the instruments that

[[Page 55686]]

constitute the Redemption Instruments will be identical, unless the 
Fund is Rebalancing (as defined below). In addition, the Deposit 
Instruments and the Redemption Instruments will each correspond pro 
rata to the positions in the Fund's portfolio (including cash 
positions) \14\ except: (a) In the case of bonds, for minor differences 
when it is impossible to break up bonds beyond certain minimum sizes 
needed for transfer and settlement; (b) for minor differences when 
rounding is necessary to eliminate fractional shares or lots that are 
not tradeable round lots; \15\ (c) TBA Transactions, short positions, 
derivatives and other positions that cannot be transferred in kind \16\ 
will be excluded from the Deposit Instruments and the Redemption 
Instruments; \17\(d) to the extent the Fund determines, on a given 
Business Day, to use a representative sampling of the Fund's portfolio; 
\18\ or (e) for temporary periods, to effect changes in the Fund's 
portfolio as a result of the rebalancing of its Underlying Index (any 
such change, a ``Rebalancing''). If there is a difference between the 
NAV attributable to a Creation Unit and the aggregate market value of 
the Deposit Instruments or Redemption Instruments exchanged for the 
Creation Unit, the party conveying instruments with the lower value 
will also pay to the other an amount in cash equal to that difference 
(the ``Cash Amount'').
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    \13\ The Funds must comply with the federal securities laws in 
accepting Deposit Instruments and satisfying redemptions with 
Redemption Instruments, including that the Deposit Instruments and 
Redemption Instruments are sold in transactions that would be exempt 
from registration under the Securities Act of 1933 (``Securities 
Act''). In accepting Deposit Instruments and satisfying redemptions 
with Redemption Instruments that are restricted securities eligible 
for resale pursuant to rule 144A under the Securities Act, the Funds 
will comply with the conditions of rule 144A.
    \14\ The portfolio used for this purpose will be the same 
portfolio used to calculate the Fund's NAV for the Business Day.
    \15\ A tradeable round lot for a security will be the standard 
unit of trading in that particular type of security in its primary 
market.
    \16\ This includes instruments that can be transferred in kind 
only with the consent of the original counterparty to the extent the 
Fund does not intend to seek such consents.
    \17\ Because these instruments will be excluded from the Deposit 
Instruments and the Redemption Instruments, their value will be 
reflected in the determination of the Cash Amount (as defined 
below).
    \18\ A Fund may only use sampling for this purpose if the 
sample: (i) Is designed to generate performance that is highly 
correlated to the performance of the Fund's portfolio; (ii) consists 
entirely of instruments that are already included in the Fund's 
portfolio; and (iii) is the same for all Authorized Participants on 
a given Business Day.
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    16. Purchases and redemptions of Creation Units may be made in 
whole or in part on a cash basis, rather than in kind, solely under the 
following circumstances: (a) To the extent there is a Cash Amount; (b) 
if, on a given Business Day, the Fund announces before the open of 
trading that all purchases, all redemptions or all purchases and 
redemptions on that day will be made entirely in cash; (c) if, upon 
receiving a purchase or redemption order from an Authorized 
Participant, the Fund determines to require the purchase or redemption, 
as applicable, to be made entirely in cash; \19\ (d) if, on a given 
Business Day, the Fund requires all Authorized Participants purchasing 
or redeeming Shares on that day to deposit or receive (as applicable) 
cash in lieu of some or all of the Deposit Instruments or Redemption 
Instruments, respectively, solely because: (i) Such instruments are not 
eligible for transfer through either the NSCC or DTC (defined below); 
or (ii) in the case of Foreign Funds holding non-U.S. investments, such 
instruments are not eligible for trading due to local trading 
restrictions, local restrictions on securities transfers or other 
similar circumstances; or (e) if the Fund permits an Authorized 
Participant to deposit or receive (as applicable) cash in lieu of some 
or all of the Deposit Instruments or Redemption Instruments, 
respectively, solely because: (i) Such instruments are, in the case of 
the purchase of a Creation Unit, not available in sufficient quantity; 
(ii) such instruments are not eligible for trading by an Authorized 
Participant or the investor on whose behalf the Authorized Participant 
is acting; or (iii) a holder of Shares of a Foreign Fund holding non-
U.S. investments would be subject to unfavorable income tax treatment 
if the holder receives redemption proceeds in kind.\20\
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    \19\ In determining whether a particular Fund will sell or 
redeem Creation Units entirely on a cash or in-kind basis (whether 
for a given day or a given order), the key consideration will be the 
benefit that would accrue to the Fund and its investors. For 
instance, in bond transactions, the Adviser may be able to obtain 
better execution than Share purchasers because of the Adviser's 
size, experience and potentially stronger relationships in the fixed 
income markets. Purchases of Creation Units either on an all cash 
basis or in-kind are expected to be neutral to the Funds from a tax 
perspective. In contrast, cash redemptions typically require selling 
portfolio holdings, which may result in adverse tax consequences for 
the remaining Fund shareholders that would not occur with an in-kind 
redemption. As a result, tax consideration may warrant in-kind 
redemptions.
    \20\ A ``custom order'' is any purchase or redemption of Shares 
made in whole or in part on a cash basis in reliance on clause 
(e)(i) or (e)(ii).
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    17. Creation Units will consist of specified large aggregations of 
Shares (e.g., 25,000 Shares) as determined by the Adviser, and it is 
expected that the initial price of a Creation Unit will range from $1 
million to $10 million. All orders to purchase Creation Units must be 
placed with the Distributor by or through an ``Authorized Participant'' 
which is either (1) a ``Participating Party,'' i.e., a Broker or other 
participant in the Continuous Net Settlement System of the NSCC, a 
clearing agency registered with the Commission, or (2) a participant in 
The Depository Trust Company (``DTC'') (``DTC Participant''), which, in 
either case, has signed a participant agreement with the Distributor. 
The Distributor will be responsible for transmitting the orders to the 
Funds and will furnish to those placing such orders confirmation that 
the orders have been accepted, but applicants state that the 
Distributor may reject any order which is not submitted in proper form.
    18. Each Business Day, before the open of trading on the Exchange 
on which Shares are primarily listed (``Listing Exchange''), each Fund 
will cause to be published through the NSCC the names and quantities of 
the instruments comprising the Deposit Instruments and the Redemption 
Instruments, as well as the estimated Cash Amount (if any), for that 
day. The list of Deposit Instruments and Redemption Instruments will 
apply until a new list is announced on the following Business Day, and 
there will be no intra-day changes to the list except to correct errors 
in the published list. Each Listing Exchange will disseminate, every 15 
seconds during regular Exchange trading hours, through the facilities 
of the Consolidated Tape Association, an amount for each Fund stated on 
a per individual Share basis representing the sum of (i) the estimated 
Cash Amount and (ii) the current value of the Deposit Instruments.
    19. Transaction expenses, including operational processing and 
brokerage costs, will be incurred by a Fund when investors purchase or 
redeem Creation Units in-kind and such costs have the potential to 
dilute the interests of the Fund's existing shareholders. Each Fund 
will impose purchase or redemption transaction fees (``Transaction 
Fees'') in connection with effecting such purchases or redemptions of 
Creation Units. In all cases, such Transaction Fees will be limited in 
accordance with requirements of the Commission applicable to management 
investment companies offering redeemable securities. Since the 
Transaction Fees are intended to defray the transaction expenses as 
well as to prevent possible shareholder dilution resulting from the 
purchase or redemption of Creation Units, the Transaction Fees will be 
borne only by such purchasers or redeemers.\21\ The Distributor will be 
responsible for delivering the Fund's prospectus to those persons 
acquiring Shares in Creation Units and for maintaining

[[Page 55687]]

records of both the orders placed with it and the confirmations of 
acceptance furnished by it. In addition, the Distributor will maintain 
a record of the instructions given to the applicable Fund to implement 
the delivery of its Shares.
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    \21\ Where a Fund permits an in-kind purchaser to substitute 
cash-in-lieu of depositing one or more of the requisite Deposit 
Instruments, the purchaser may be assessed a higher Transaction Fee 
to cover the cost of purchasing such Deposit Instruments.
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    20. Shares of each Fund will be listed and traded individually on 
an Exchange. It is expected that one or more member firms of an 
Exchange will be designated to act as a market maker (each, a ``Market 
Maker'') and maintain a market for Shares trading on the Exchange. 
Prices of Shares trading on an Exchange will be based on the current 
bid/offer market. Transactions involving the sale of Shares on an 
Exchange will be subject to customary brokerage commissions and 
charges.
    21. Applicants expect that purchasers of Creation Units will 
include institutional investors and arbitrageurs. Market Makers, acting 
in their roles to provide a fair and orderly secondary market for the 
Shares, may from time to time find it appropriate to purchase or redeem 
Creation Units. Applicants expect that secondary market purchasers of 
Shares will include both institutional and retail investors.\22\ The 
price at which Shares trade will be disciplined by arbitrage 
opportunities created by the option continually to purchase or redeem 
Shares in Creation Units, which should help prevent Shares from trading 
at a material discount or premium in relation to their NAV.
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    \22\ Shares will be registered in book-entry form only. DTC or 
its nominee will be the record or registered owner of all 
outstanding Shares. Beneficial ownership of Shares will be shown on 
the records of DTC or the DTC Participants.
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    22. Shares will not be individually redeemable, and owners of 
Shares may acquire those Shares from the Fund, or tender such Shares 
for redemption to the Fund, in Creation Units only. To redeem, an 
investor must accumulate enough Shares to constitute a Creation Unit. 
Redemption requests must be placed through an Authorized Participant. A 
redeeming investor may pay a Transaction Fee, calculated in the same 
manner as a Transaction Fee payable in connection with purchases of 
Creation Units.
    23. Neither the Trust nor any Fund will be advertised or marketed 
or otherwise held out as a traditional open-end investment company or a 
``mutual fund.'' Instead, each such Fund will be marketed as an 
``ETF.'' All marketing materials that describe the features or method 
of obtaining, buying or selling Creation Units, or Shares traded on an 
Exchange, or refer to redeemability, will prominently disclose that 
Shares are not individually redeemable and will disclose that the 
owners of Shares may acquire those Shares from the Fund or tender such 
Shares for redemption to the Fund in Creation Units only. The Funds 
will provide copies of their annual and semi-annual shareholder reports 
to DTC Participants for distribution to beneficial owners of Shares.

Applicants' Legal Analysis

    1. Applicants request an 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 section 12(d)(1)(J) of the Act for 
an exemption from sections 12(d)(1)(A) and (B) of the Act, and 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.
    2. 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 provision 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 provisions of the Act. Section 12(d)(1)(J) of the Act 
provides that the Commission may exempt any person, security, or 
transaction, or any class or classes of persons, securities or 
transactions, from any provisions of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors.

Sections 5(a)(1) and 2(a)(32) of the Act

    3. Section 5(a)(1) of the Act defines an ``open-end company'' as a 
management investment company that is offering for sale or has 
outstanding any redeemable security of which it is the issuer. Section 
2(a)(32) of the Act defines a redeemable security as any security, 
other than short-term paper, under the terms of which the owner, upon 
its presentation to the issuer, is entitled to receive approximately a 
proportionate share of the issuer's current net assets, or the cash 
equivalent. Because Shares will not be individually redeemable, 
applicants request an order that would permit the Funds to register as 
open-end management investment companies and issue Shares that are 
redeemable in Creation Units only. Applicants state that investors may 
purchase Shares in Creation Units and redeem Creation Units from each 
Fund. Applicants further state that because Creation Units may always 
be purchased and redeemed at NAV, the price of Shares on the secondary 
market should not vary materially from NAV.

Section 22(d) of the Act and Rule 22c-1 under the Act

    4. Section 22(d) of the Act, among other things, prohibits a dealer 
from selling a redeemable security that is currently being offered to 
the public by or through an underwriter, except at a current public 
offering price described in the prospectus. Rule 22c-1 under the Act 
generally requires that a dealer selling, redeeming or repurchasing a 
redeemable security do so only at a price based on its NAV. Applicants 
state that secondary market trading in Shares will take place at 
negotiated prices, not at a current offering price described in a 
Fund's prospectus, and not at a price based on NAV. Thus, purchases and 
sales of Shares in the secondary market will not comply with section 
22(d) of the Act and rule 22c-1 under the Act. Applicants request an 
exemption under section 6(c) from these provisions.
    5. Applicants assert that the concerns sought to be addressed by 
section 22(d) of the Act and rule 22c-1 under the Act with respect to 
pricing are equally satisfied by the proposed method of pricing Shares. 
Applicants maintain that while there is little legislative history 
regarding section 22(d), its provisions, as well as those of rule 22c-
1, appear to have been designed to (a) prevent dilution caused by 
certain riskless-trading schemes by principal underwriters and contract 
dealers, (b) prevent unjust discrimination or preferential treatment 
among buyers, and (c) ensure an orderly distribution of investment 
company shares by eliminating price competition from dealers offering 
shares at less than the published sales price and repurchasing shares 
at more than the published redemption price.
    6. Applicants believe that none of these purposes will be thwarted 
by permitting Shares to trade in the secondary market at negotiated 
prices. Applicants state that (a) secondary market trading in Shares 
does not involve a Fund as a party and will not result in dilution of 
an investment in Shares, and (b) to the extent different prices exist 
during a given trading day,

[[Page 55688]]

or from day to day, such variances occur as a result of third-party 
market forces, such as supply and demand. Therefore, applicants assert 
that secondary market transactions in Shares will not lead to 
discrimination or preferential treatment among purchasers. Finally, 
applicants contend that the price at which Shares trade will be 
disciplined by arbitrage opportunities created by the option 
continually to purchase or redeem Shares in Creation Units, which 
should help prevent Shares from trading at a material discount or 
premium in relation to their NAV.

Section 22(e)

    7. Section 22(e) of the Act generally prohibits a registered 
investment company from suspending the right of redemption or 
postponing the date of payment of redemption proceeds for more than 
seven days after the tender of a security for redemption. Applicants 
state that settlement of redemptions for Foreign Funds will be 
contingent not only on the settlement cycle of the United States 
market, but also on current delivery cycles in local markets for 
underlying foreign securities held by a Foreign Fund. Applicants state 
that the delivery cycles currently practicable for transferring 
Redemption Instruments to redeeming investors, coupled with local 
market holiday schedules, may require a delivery process of up to 
fourteen (14) calendar days. Accordingly, with respect to Foreign Funds 
only, applicants hereby request relief under section 6(c) from the 
requirement imposed by section 22(e) to allow Foreign Funds to pay 
redemption proceeds within fourteen calendar days following the tender 
of Creation Units for redemption.\23\
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    \23\ Applicants acknowledge that no relief obtained from the 
requirements of section 22(e) will affect any obligations Applicants 
may otherwise have under rule 15c6-1 under the Exchange Act 
requiring that most securities transactions be settled within three 
business days of the trade date.
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    8. Applicants believe that Congress adopted section 22(e) to 
prevent unreasonable, undisclosed or unforeseen delays in the actual 
payment of redemption proceeds. Applicants propose that allowing 
redemption payments for Creation Units of a Foreign Fund to be made 
within fourteen calendar days would not be inconsistent with the spirit 
and intent of section 22(e). Applicants suggest that a redemption 
payment occurring within fourteen calendar days following a redemption 
request would adequately afford investor protection.
    9. Applicants are not seeking relief from section 22(e) with 
respect to Foreign Funds that do not effect creations and redemptions 
of Creation Units in-kind.

Section 12(d)(1)

    10. Section 12(d)(1)(A) of the Act prohibits a registered 
investment company from acquiring securities of an investment company 
if such 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 other broker-dealer from knowingly 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.
    11. Applicants request an exemption to permit registered management 
investment companies and unit investment trusts (``UITs'') that are not 
advised or sponsored by the Adviser, and not part of the same ``group 
of investment companies,'' as defined in section 12(d)(1)(G)(ii) of the 
Act as the Funds (such management investment companies are referred to 
as ``Investing Management Companies,'' such UITs are referred to as 
``Investing Trusts,'' and Investing Management Companies and Investing 
Trusts are collectively referred to as ``Funds of Funds''), to acquire 
Shares beyond the limits of section 12(d)(1)(A) of the Act; and the 
Funds, and any principal underwriter for the Funds, and/or any Broker 
registered under the Exchange Act, to sell Shares to Funds of Funds 
beyond the limits of section 12(d)(1)(B) of the Act.
    12. Each Investing Management Company will be advised by an 
investment adviser within the meaning of section 2(a)(20)(A) of the Act 
(the ``Fund of Funds Adviser'') and may be sub-advised by investment 
advisers within the meaning of section 2(a)(20)(B) of the Act (each, a 
``Fund of Funds Sub-Adviser''). Any investment adviser to an Investing 
Management Company will be registered under the Advisers Act. Each 
Investing Trust will be sponsored by a sponsor (``Sponsor'').
    13. Applicants submit that the proposed conditions to the requested 
relief adequately address the concerns underlying the limits in 
sections 12(d)(1)(A) and (B), which include concerns about undue 
influence by a fund of funds over underlying funds, excessive layering 
of fees and overly complex fund structures. Applicants believe that the 
requested exemption is consistent with the public interest and the 
protection of investors.
    14. Applicants believe that neither a Fund of Funds nor a Fund of 
Funds Affiliate would be able to exert undue influence over a Fund.\24\ 
To limit the control that a Fund of Funds may have over a Fund, 
applicants propose a condition prohibiting a Fund of Funds Adviser or 
Sponsor, any person controlling, controlled by, or under common control 
with a Fund of Funds Adviser or Sponsor, and any investment company and 
any issuer that would be an investment company but for sections 3(c)(1) 
or 3(c)(7) of the Act that is advised or sponsored by a Fund of Funds 
Adviser or Sponsor, or any person controlling, controlled by, or under 
common control with a Fund of Funds Adviser or Sponsor (``Fund of Funds 
Advisory Group'') from controlling (individually or in the aggregate) a 
Fund within the meaning of section 2(a)(9) of the Act. The same 
prohibition would apply to any Fund of Funds Sub-Adviser, any person 
controlling, controlled by or under common control with the Fund of 
Funds Sub-Adviser, and any investment company or issuer that would be 
an investment company but for sections 3(c)(1) or 3(c)(7) of the Act 
(or portion of such investment company or issuer) advised or sponsored 
by the Fund of Funds Sub-Adviser or any person controlling, controlled 
by or under common control with the Fund of Funds Sub-Adviser (``Fund 
of Funds Sub-Advisory Group'').
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    \24\ A ``Fund of Funds Affiliate'' is a Fund of Funds Adviser, 
Fund of Funds Sub-Adviser, Sponsor, promoter, and principal 
underwriter of a Fund of Funds, and any person controlling, 
controlled by, or under common control with any of those entities. A 
``Fund Affiliate'' is an investment adviser, promoter, or principal 
underwriter of a Fund and any person controlling, controlled by or 
under common control with any of these entities.
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    15. Applicants propose other conditions to limit the potential for 
undue influence over the 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 a Fund) will cause a Fund to purchase a 
security in an offering of securities during the existence of an 
underwriting or selling syndicate of which a principal underwriter is 
an Underwriting Affiliate (``Affiliated Underwriting''). An 
``Underwriting Affiliate'' is a principal underwriter in any 
underwriting or

[[Page 55689]]

selling syndicate that is an officer, director, member of an advisory 
board, Fund of Funds Adviser, Fund of Funds Sub-Adviser, employee or 
Sponsor of the Fund of Funds, or a person of which any such officer, 
director, member of an advisory board, Fund of Funds Adviser or Fund of 
Funds Sub-Adviser, employee or Sponsor is an affiliated person (except 
that any person whose relationship to the Fund is covered by section 
10(f) of the Act is not an Underwriting Affiliate).
    16. Applicants do not believe that the proposed arrangement will 
involve excessive layering of fees. The board of directors or trustees 
of any Investing Management Company, including a majority of the 
directors or trustees who are not ``interested persons'' within the 
meaning of section 2(a)(19) of the Act (``disinterested directors or 
trustees''), will find that the advisory fees charged under the 
contract are based on services provided that will be in addition to, 
rather than duplicative of, services provided under the advisory 
contract of any Fund in which the Investing Management Company may 
invest. In addition, under condition B.5., a Fund of Funds Adviser, or 
a Fund of Funds' trustee or Sponsor, as applicable, will waive fees 
otherwise payable to it by the Fund of Funds in an amount at least 
equal to any compensation (including fees received pursuant to any plan 
adopted by a Fund under rule 12b-1 under the Act) received from a Fund 
by the Fund of Funds Adviser, trustee or Sponsor or an affiliated 
person of the Fund of Funds Adviser, trustee or Sponsor, other than any 
advisory fees paid to the Fund of Funds Adviser, trustee or Sponsor or 
its affiliated person by a Fund, in connection with the investment by 
the Fund of Funds in the Fund. Applicants 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 a fund of funds as set forth 
in NASD Conduct Rule 2830.\25\
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    \25\ Any references to NASD Conduct Rule 2830 include any 
successor or replacement FINRA rule to NASD Conduct Rule 2830.
---------------------------------------------------------------------------

    17. Applicants submit that the proposed arrangement will not create 
an overly complex fund structure. Applicants note that no Fund will 
acquire securities of any 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 permitted by 
exemptive relief from the Commission permitting the Fund to purchase 
shares of other investment companies for short-term cash management 
purposes. To ensure a Fund of Funds is aware of the terms and 
conditions of the requested order, the Fund of Funds will enter into an 
agreement with the Fund (``FOF Participation Agreement''). The FOF 
Participation Agreement will include an acknowledgement from the Fund 
of Funds that it may rely on the order only to invest in the Funds and 
not in any other investment company.
    18. Applicants also note that a Fund may choose to reject a direct 
purchase of Shares in Creation Units by a Fund of Funds. To the extent 
that a Fund of Funds purchases Shares in the secondary market, a Fund 
would still retain its ability to reject any initial investment by a 
Fund of Funds in excess of the limits of section 12(d)(1)(A) by 
declining to enter into a FOF Participation Agreement with the Fund of 
Funds.

Sections 17(a)(1) and (2) of the Act

    19. Sections 17(a)(1) and (2) of the Act generally prohibit an 
affiliated person of a registered investment company, or an affiliated 
person of such a person, from selling any security to or purchasing any 
security from the company. Section 2(a)(3) of the Act defines 
``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 
the 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. Section 2(a)(9) of the Act defines ``control'' as the 
power to exercise a controlling influence over the management or 
policies of a company, and provides that a control relationship will be 
presumed where one person owns more than 25% of a company's voting 
securities. The Funds may be deemed to be controlled by the Adviser or 
an entity controlling, controlled by or under common control with the 
Adviser and hence affiliated persons of each other. In addition, the 
Funds may be deemed to be under common control with any other 
registered investment company (or series thereof) advised by an Adviser 
or an entity controlling, controlled by or under common control with an 
Adviser (an ``Affiliated Fund''). Any investor, including Market 
Makers, owning 5% or holding in excess of 25% of the Trust or such 
Funds, may be deemed affiliated persons of the Trust or such Funds. In 
addition, an investor could own 5% or more, or in excess of 25% of the 
outstanding shares of one or more Affiliated Funds making that investor 
a Second-Tier Affiliate of the Funds.
    20. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act pursuant to sections 6(c) and 17(b) of the Act to 
permit persons that are Affiliated Persons of the Funds, or Second-Tier 
Affiliates of the Funds, solely by virtue of one or more of the 
following: (a) holding 5% or more, or in excess of 25%, of the 
outstanding Shares of one or more Funds; (b) an affiliation with a 
person with an ownership interest described in (a); or (c) holding 5% 
or more, or more than 25%, of the shares of one or more Affiliated 
Funds, to effectuate purchases and redemptions ``in-kind.''
    21. Applicants assert that no useful purpose would be served by 
prohibiting such affiliated persons from making ``in-kind'' purchases 
or ``in-kind'' redemptions of Shares of a Fund in Creation Units. Both 
the deposit procedures for ``in-kind'' purchases of Creation Units and 
the redemption procedures for ``in-kind'' redemptions of Creation Units 
will be effected in exactly the same manner for all purchases and 
redemptions, regardless of size or number. There will be no 
discrimination between purchasers or redeemers. Deposit Instruments and 
Redemption Instruments for each Fund will be valued in the identical 
manner as those Portfolio Holdings currently held by such Fund and the 
valuation of the Deposit Instruments and Redemption Instruments will be 
made in an identical manner regardless of the identity of the purchaser 
or redeemer. Applicants do not believe that ``in-kind'' purchases and 
redemptions will result in abusive self-dealing or overreaching, but 
rather assert that such procedures will be implemented consistently 
with each Fund's objectives and with the general purposes of the Act. 
Applicants believe that ``in-kind'' purchases and redemptions will be 
made on terms reasonable to Applicants and any affiliated persons 
because they will be valued pursuant to verifiable objective standards. 
The method of valuing Portfolio Holdings held by a Fund is identical to 
that used for calculating ``in-kind'' purchase or redemption values and 
therefore creates no opportunity for affiliated persons or Second-Tier 
Affiliates of applicants to effect a transaction detrimental to the 
other holders of Shares of that Fund. Similarly, applicants submit 
that, by using the same standards for valuing Portfolio Holdings held 
by a Fund as are used for calculating ``in-kind'' redemptions or 
purchases, the Fund

[[Page 55690]]

will ensure that its NAV will not be adversely affected by such 
securities transactions. Applicants also note that the ability to take 
deposits and make redemptions ``in-kind'' will help each Fund to track 
closely its Underlying Index and therefore aid in achieving the Fund's 
objectives.
    22. Applicants also seek relief under sections 6(c) and 17(b) from 
section 17(a) to permit a Fund that is an affiliated person, or an 
affiliated person of an affiliated person, of a Fund of Funds to sell 
its Shares to and redeem its Shares from a Fund of Funds, and to engage 
in the accompanying in-kind transactions with the Fund of Funds.\26\ 
Applicants state that the terms of the transactions are fair and 
reasonable and do not involve overreaching. Applicants note that any 
consideration paid by a Fund of Funds for the purchase or redemption of 
Shares directly from a Fund will be based on the NAV of the Fund.\27\ 
Applicants believe that any proposed transactions directly between the 
Funds and Funds of Funds will be consistent with the policies of each 
Fund of Funds. The purchase of Creation Units by a Fund of Funds 
directly from a Fund will be accomplished in accordance with the 
investment restrictions of any such Fund of Funds and will be 
consistent with the investment policies set forth in the Fund of Funds' 
registration statement. Applicants also state that the proposed 
transactions are consistent with the general purposes of the Act and 
are appropriate in the public interest.
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    \26\ Although applicants believe that most Funds of Funds will 
purchase Shares in the secondary market and will not purchase 
Creation Units directly from a Fund, a Fund of Funds might seek to 
transact in Creation Units directly with a Fund that is an 
affiliated person of a Fund of Funds. To the extent that purchases 
and sales of Shares occur in the secondary market and not through 
principal transactions directly between a Fund of Funds and a Fund, 
relief from Section 17(a) would not be necessary. However, the 
requested relief would apply to direct sales of Shares in Creation 
Units by a Fund to a Fund of Funds and redemptions of those Shares. 
Applicants are not seeking relief from Section 17(a) for, and the 
requested relief will not apply to, transactions where a Fund could 
be deemed an affiliated person, or an affiliated person of an 
affiliated person of a Fund of Funds because an Adviser or an entity 
controlling, controlled by or under common control with an Adviser 
provides investment advisory services to that Fund of Funds.
    \27\ Applicants acknowledge that the receipt of 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 a 
Fund or (b) an affiliated person of a Fund, or an affiliated person 
of such person, for the sale by the Fund of its Shares to a Fund of 
Funds, may be prohibited by Section 17(e)(1) of the Act. The FOF 
Participation Agreement also will include this acknowledgment.
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Applicants' Conditions

    Applicants agree that any order of the Commission granting the 
requested relief will be subject to the following conditions:

A. ETF Relief

    1. The requested relief to permit ETF operations will expire on the 
effective date of any Commission rule under the Act that provides 
relief permitting the operation of index-based ETFs.
    2. As long as a Fund operates in reliance on the requested order, 
the Shares of such Fund will be listed on an Exchange.
    3. Neither the Trust nor any Fund will be advertised or marketed as 
an open-end investment company or a mutual fund. Any advertising 
material that describes the purchase or sale of Creation Units or 
refers to redeemability will prominently disclose that Shares are not 
individually redeemable and that owners of Shares may acquire those 
Shares from the Fund and tender those Shares for redemption to a Fund 
in Creation Units only.
    4. The Web site, which is and will be publicly accessible at no 
charge, will contain, on a per Share basis for each Fund, the prior 
Business Day's NAV and the market closing price or the midpoint of the 
bid/ask spread at the time of the calculation of such NAV (``Bid/Ask 
Price''), and a calculation of the premium or discount of the market 
closing price or Bid/Ask Price against such NAV.
    5. Each Self-Indexing Fund, Long/Short Fund and 130/30 Fund will 
post on the Web site on each Business Day, before commencement of 
trading of Shares on the Exchange, the Fund's Portfolio Holdings.
    6. No Adviser or any Sub-Adviser to a Self-Indexing Fund, directly 
or indirectly, will cause any Authorized Participant (or any investor 
on whose behalf an Authorized Participant may transact with the Self-
Indexing Fund) to acquire any Deposit Instrument for the Self-Indexing 
Fund through a transaction in which the Self-Indexing Fund could not 
engage directly.

B. Section 12(d)(1) Relief

    1. The members of a Fund of Funds' Advisory Group will not control 
(individually or in the aggregate) a Fund within the meaning of section 
2(a)(9) of the Act. The members of a Fund of Funds' Sub-Advisory Group 
will not control (individually or in the aggregate) a Fund within the 
meaning of section 2(a)(9) of the Act. If, as a result of a decrease in 
the outstanding voting securities of a Fund, the Fund of Funds' 
Advisory Group or the Fund of Funds' Sub-Advisory Group, each in the 
aggregate, becomes a holder of more than 25 percent of the outstanding 
voting securities of a Fund, it will vote its Shares of the Fund in the 
same proportion as the vote of all other holders of the Fund's Shares. 
This condition does not apply to the Fund of Funds' Sub-Advisory Group 
with respect to a Fund for which the Fund of Funds' Sub-Adviser or a 
person controlling, controlled by or under common control with the Fund 
of Funds' Sub-Adviser acts as the investment adviser within the meaning 
of section 2(a)(20)(A) of the Act.
    2. No Fund of Funds or Fund of Funds Affiliate will cause any 
existing or potential investment by the Fund of Funds in a Fund to 
influence the terms of any services or transactions between the Fund of 
Funds or Fund of Funds Affiliate and the Fund or a Fund Affiliate.
    3. The board of directors or trustees of an Investing Management 
Company, including a majority of the disinterested directors or 
trustees, will adopt procedures reasonably designed to ensure that the 
Fund of Funds Adviser and Fund of Funds Sub-Adviser are conducting the 
investment program of the Investing Management Company without taking 
into account any consideration received by the Investing Management 
Company or a Fund of Funds Affiliate from a Fund or Fund Affiliate in 
connection with any services or transactions.
    4. Once an investment by a Fund of Funds in the securities of a 
Fund exceeds the limits in section 12(d)(1)(A)(i) of the Act, the Board 
of the Fund, including a majority of the directors or trustees who are 
not ``interested persons'' within the meaning of Section 2(a)(19) of 
the Act (``non-interested Board members''), will determine that any 
consideration paid by the Fund to the Fund of Funds or a Fund of Funds 
Affiliate in connection with any services or transactions: (i) Is fair 
and reasonable in relation to the nature and quality of the services 
and benefits received by the Fund; (ii) is within the range of 
consideration that the Fund would be required to pay to another 
unaffiliated entity in connection with the same services or 
transactions; and (iii) does not involve overreaching on the part of 
any person concerned. This condition does not apply with respect to any 
services or transactions between a Fund and its investment adviser(s), 
or any person controlling, controlled by or under common control with 
such investment adviser(s).

[[Page 55691]]

    5. The Fund of Funds Adviser, or trustee or Sponsor of an Investing 
Trust, as applicable, will waive fees otherwise payable to it by the 
Fund of Funds in an amount at least equal to any compensation 
(including fees received pursuant to any plan adopted by a Fund under 
rule 12b-l under the Act) received from a Fund by the Fund of Funds 
Adviser, or trustee or Sponsor of the Investing Trust, or an affiliated 
person of the Fund of Funds Adviser, or trustee or Sponsor of the 
Investing Trust, other than any advisory fees paid to the Fund of Funds 
Adviser, or trustee or Sponsor of an Investing Trust, or its affiliated 
person by the Fund, in connection with the investment by the Fund of 
Funds in the Fund. Any Fund of Funds Sub-Adviser will waive fees 
otherwise payable to the Fund of Funds Sub-Adviser, directly or 
indirectly, by the Investing Management Company in an amount at least 
equal to any compensation received from a Fund by the Fund of Funds 
Sub-Adviser, or an affiliated person of the Fund of Funds Sub-Adviser, 
other than any advisory fees paid to the Fund of Funds Sub-Adviser or 
its affiliated person by the Fund, in connection with the investment by 
the Investing Management Company in the Fund made at the direction of 
the Fund of Funds Sub-Adviser. In the event that the Fund of Funds Sub-
Adviser waives fees, the benefit of the waiver will be passed through 
to the Investing Management Company.
    6. No Fund of Funds or Fund of Funds Affiliate (except to the 
extent it is acting in its capacity as an investment adviser to a Fund) 
will cause a Fund to purchase a security in any Affiliated 
Underwriting.
    7. The Board of a Fund, including a majority of the non-interested 
Board members, will adopt procedures reasonably designed to monitor any 
purchases of securities by the Fund in an Affiliated Underwriting, once 
an investment by a Fund of Funds in the securities of the Fund exceeds 
the limit of section 12(d)(1)(A)(i) of the Act, including any purchases 
made directly from an Underwriting Affiliate. The Board 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 Fund. The Board will consider, among other 
things: (i) Whether the purchases were consistent with the investment 
objectives and policies of the Fund; (ii) 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 (iii) whether the 
amount of securities purchased by the Fund in Affiliated Underwritings 
and the amount purchased directly from an Underwriting Affiliate have 
changed significantly from prior years. The Board 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 interest of 
shareholders of the Fund.
    8. Each Fund 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 Affiliated 
Underwritings once an investment by a Fund of Funds in the securities 
of the Fund exceeds the limit of section 12(d)(1)(A)(i) of the Act, 
setting forth from whom the securities were acquired, the identity of 
the underwriting syndicate's members, the terms of the purchase, and 
the information or materials upon which the Board's determinations were 
made.
    9. Before investing in a Fund in excess of the limit in section 
12(d)(1)(A), a Fund of Funds and the applicable Trust will execute a 
FOF Participation Agreement stating, without limitation, that their 
respective boards of directors or trustees and their investment 
advisers, or trustee and Sponsor, as applicable, 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 a Fund in excess of the limit in section 12(d)(1)(A)(i), a 
Fund of Funds will notify the Fund of the investment. At such time, the 
Fund of Funds will also transmit to the Fund a list of the names of 
each Fund of Funds Affiliate and Underwriting Affiliate. The Fund of 
Funds will notify the Fund of any changes to the list of the names as 
soon as reasonably practicable after a change occurs. The Fund and the 
Fund of Funds will maintain and preserve a copy of the order, the FOF 
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.
    10. Before approving any advisory contract under section 15 of the 
Act, the board of directors or trustees of each Investing Management 
Company including a majority of the disinterested directors or 
trustees, will find that the advisory fees charged under such contract 
are based on services provided that will be in addition to, rather than 
duplicative of, the services provided under the advisory contract(s) of 
any Fund in which the Investing Management Company may invest. These 
findings and their basis will be fully recorded in the minute books of 
the appropriate Investing Management Company.
    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 a 
fund of funds as set forth in NASD Conduct Rule 2830.
    12. No Fund will acquire securities of an 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 the Fund acquires securities of another investment company 
pursuant to exemptive relief from the Commission permitting the Fund to 
acquire securities of one or more investment companies for short-term 
cash management purposes.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-23270 Filed 9-15-15; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 80, No. 179 / Wednesday, September 16, 2015 / Notices 55689

selling syndicate that is an officer, cash management purposes. To ensure a more, or in excess of 25% of the
director, member of an advisory board, Fund of Funds is aware of the terms and outstanding shares of one or more
Fund of Funds Adviser, Fund of Funds conditions of the requested order, the Affiliated Funds making that investor a
Sub-Adviser, employee or Sponsor of Fund of Funds will enter into an Second-Tier Affiliate of the Funds.
the Fund of Funds, or a person of which agreement with the Fund (‘‘FOF 20. Applicants request an exemption
any such officer, director, member of an Participation Agreement’’). The FOF from sections 17(a)(1) and 17(a)(2) of the
advisory board, Fund of Funds Adviser Participation Agreement will include an Act pursuant to sections 6(c) and 17(b)
or Fund of Funds Sub-Adviser, acknowledgement from the Fund of of the Act to permit persons that are
employee or Sponsor is an affiliated Funds that it may rely on the order only Affiliated Persons of the Funds, or
person (except that any person whose to invest in the Funds and not in any Second-Tier Affiliates of the Funds,
relationship to the Fund is covered by other investment company. solely by virtue of one or more of the
section 10(f) of the Act is not an 18. Applicants also note that a Fund following: (a) holding 5% or more, or in
Underwriting Affiliate). may choose to reject a direct purchase excess of 25%, of the outstanding
16. Applicants do not believe that the of Shares in Creation Units by a Fund Shares of one or more Funds; (b) an
proposed arrangement will involve of Funds. To the extent that a Fund of affiliation with a person with an
excessive layering of fees. The board of Funds purchases Shares in the ownership interest described in (a); or
directors or trustees of any Investing secondary market, a Fund would still (c) holding 5% or more, or more than
Management Company, including a retain its ability to reject any initial 25%, of the shares of one or more
majority of the directors or trustees who investment by a Fund of Funds in Affiliated Funds, to effectuate purchases
are not ‘‘interested persons’’ within the excess of the limits of section and redemptions ‘‘in-kind.’’
meaning of section 2(a)(19) of the Act 12(d)(1)(A) by declining to enter into a 21. Applicants assert that no useful
(‘‘disinterested directors or trustees’’), FOF Participation Agreement with the purpose would be served by prohibiting
will find that the advisory fees charged Fund of Funds. such affiliated persons from making ‘‘in-
under the contract are based on services kind’’ purchases or ‘‘in-kind’’
Sections 17(a)(1) and (2) of the Act redemptions of Shares of a Fund in
provided that will be in addition to,
rather than duplicative of, services 19. Sections 17(a)(1) and (2) of the Act Creation Units. Both the deposit
provided under the advisory contract of generally prohibit an affiliated person of procedures for ‘‘in-kind’’ purchases of
any Fund in which the Investing a registered investment company, or an Creation Units and the redemption
Management Company may invest. In affiliated person of such a person, from procedures for ‘‘in-kind’’ redemptions of
addition, under condition B.5., a Fund selling any security to or purchasing any Creation Units will be effected in
of Funds Adviser, or a Fund of Funds’ security from the company. Section exactly the same manner for all
trustee or Sponsor, as applicable, will 2(a)(3) of the Act defines ‘‘affiliated purchases and redemptions, regardless
waive fees otherwise payable to it by the person’’ of another person to include (a) of size or number. There will be no
Fund of Funds in an amount at least any person directly or indirectly discrimination between purchasers or
equal to any compensation (including owning, controlling or holding with redeemers. Deposit Instruments and
fees received pursuant to any plan power to vote 5% or more of the Redemption Instruments for each Fund
adopted by a Fund under rule 12b–1 outstanding voting securities of the will be valued in the identical manner
under the Act) received from a Fund by other person, (b) any person 5% or more as those Portfolio Holdings currently
the Fund of Funds Adviser, trustee or of whose outstanding voting securities held by such Fund and the valuation of
Sponsor or an affiliated person of the are directly or indirectly owned, the Deposit Instruments and
Fund of Funds Adviser, trustee or controlled or held with the power to Redemption Instruments will be made
Sponsor, other than any advisory fees vote by the other person, and (c) any in an identical manner regardless of the
paid to the Fund of Funds Adviser, person directly or indirectly controlling, identity of the purchaser or redeemer.
trustee or Sponsor or its affiliated controlled by or under common control Applicants do not believe that ‘‘in-kind’’
person by a Fund, in connection with with the other person. Section 2(a)(9) of purchases and redemptions will result
the investment by the Fund of Funds in the Act defines ‘‘control’’ as the power in abusive self-dealing or overreaching,
the Fund. Applicants state that any sales to exercise a controlling influence over but rather assert that such procedures
charges and/or service fees charged with the management or policies of a will be implemented consistently with
respect to shares of a Fund of Funds company, and provides that a control each Fund’s objectives and with the
relationship will be presumed where general purposes of the Act. Applicants
will not exceed the limits applicable to
one person owns more than 25% of a believe that ‘‘in-kind’’ purchases and
a fund of funds as set forth in NASD
company’s voting securities. The Funds redemptions will be made on terms
Conduct Rule 2830.25
17. Applicants submit that the may be deemed to be controlled by the reasonable to Applicants and any
proposed arrangement will not create an Adviser or an entity controlling, affiliated persons because they will be
overly complex fund structure. controlled by or under common control valued pursuant to verifiable objective
Applicants note that no Fund will with the Adviser and hence affiliated standards. The method of valuing
persons of each other. In addition, the Portfolio Holdings held by a Fund is
acquire securities of any investment
Funds may be deemed to be under identical to that used for calculating
company or company relying on section
common control with any other ‘‘in-kind’’ purchase or redemption
3(c)(1) or 3(c)(7) of the Act in excess of
registered investment company (or values and therefore creates no
the limits contained in section
series thereof) advised by an Adviser or opportunity for affiliated persons or
asabaliauskas on DSK7TPTVN1PROD with NOTICES

12(d)(1)(A) of the Act, except to the
an entity controlling, controlled by or Second-Tier Affiliates of applicants to
extent permitted by exemptive relief
under common control with an Adviser effect a transaction detrimental to the
from the Commission permitting the
(an ‘‘Affiliated Fund’’). Any investor, other holders of Shares of that Fund.
Fund to purchase shares of other
including Market Makers, owning 5% or Similarly, applicants submit that, by
investment companies for short-term
holding in excess of 25% of the Trust or using the same standards for valuing
25 Any references to NASD Conduct Rule 2830 such Funds, may be deemed affiliated Portfolio Holdings held by a Fund as are
include any successor or replacement FINRA rule persons of the Trust or such Funds. In used for calculating ‘‘in-kind’’
to NASD Conduct Rule 2830. addition, an investor could own 5% or redemptions or purchases, the Fund

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Federal Register / Vol. 80, No. 179 / Wednesday, September 16, 2015 / Notices 55691

5. The Fund of Funds Adviser, or a comparable period of time in less than six years thereafter, the first
trustee or Sponsor of an Investing Trust, underwritings other than Affiliated two years in an easily accessible place.
as applicable, will waive fees otherwise Underwritings or to a benchmark such 10. Before approving any advisory
payable to it by the Fund of Funds in as a comparable market index; and (iii) contract under section 15 of the Act, the
an amount at least equal to any whether the amount of securities board of directors or trustees of each
compensation (including fees received purchased by the Fund in Affiliated Investing Management Company
pursuant to any plan adopted by a Fund Underwritings and the amount including a majority of the disinterested
under rule 12b–l under the Act) purchased directly from an directors or trustees, will find that the
received from a Fund by the Fund of Underwriting Affiliate have changed advisory fees charged under such
Funds Adviser, or trustee or Sponsor of significantly from prior years. The contract are based on services provided
the Investing Trust, or an affiliated Board will take any appropriate actions that will be in addition to, rather than
person of the Fund of Funds Adviser, or based on its review, including, if duplicative of, the services provided
trustee or Sponsor of the Investing appropriate, the institution of under the advisory contract(s) of any
Trust, other than any advisory fees paid procedures designed to ensure that Fund in which the Investing
to the Fund of Funds Adviser, or trustee purchases of securities in Affiliated Management Company may invest.
or Sponsor of an Investing Trust, or its Underwritings are in the best interest of These findings and their basis will be
affiliated person by the Fund, in shareholders of the Fund. fully recorded in the minute books of
connection with the investment by the 8. Each Fund will maintain and the appropriate Investing Management
Fund of Funds in the Fund. Any Fund preserve permanently in an easily Company.
of Funds Sub-Adviser will waive fees accessible place a written copy of the 11. Any sales charges and/or service
otherwise payable to the Fund of Funds procedures described in the preceding fees charged with respect to shares of a
Sub-Adviser, directly or indirectly, by condition, and any modifications to Fund of Funds will not exceed the
the Investing Management Company in such procedures, and will maintain and limits applicable to a fund of funds as
an amount at least equal to any preserve for a period of not less than six set forth in NASD Conduct Rule 2830.
compensation received from a Fund by years from the end of the fiscal year in 12. No Fund will acquire securities of
the Fund of Funds Sub-Adviser, or an which any purchase in an Affiliated an investment company or company
affiliated person of the Fund of Funds Underwriting occurred, the first two relying on section 3(c)(1) or 3(c)(7) of
Sub-Adviser, other than any advisory years in an easily accessible place, a the Act in excess of the limits contained
fees paid to the Fund of Funds Sub- written record of each purchase of in section 12(d)(1)(A) of the Act, except
Adviser or its affiliated person by the securities in Affiliated Underwritings to the extent the Fund acquires
Fund, in connection with the once an investment by a Fund of Funds securities of another investment
investment by the Investing in the securities of the Fund exceeds the company pursuant to exemptive relief
Management Company in the Fund limit of section 12(d)(1)(A)(i) of the Act, from the Commission permitting the
made at the direction of the Fund of setting forth from whom the securities Fund to acquire securities of one or
Funds Sub-Adviser. In the event that the were acquired, the identity of the more investment companies for short-
Fund of Funds Sub-Adviser waives fees, underwriting syndicate’s members, the term cash management purposes.
the benefit of the waiver will be passed For the Commission, by the Division of
terms of the purchase, and the
through to the Investing Management Investment Management, under delegated
information or materials upon which
Company. authority.
6. No Fund of Funds or Fund of the Board’s determinations were made.
9. Before investing in a Fund in Brent J. Fields,
Funds Affiliate (except to the extent it Secretary.
is acting in its capacity as an investment excess of the limit in section
12(d)(1)(A), a Fund of Funds and the [FR Doc. 2015–23270 Filed 9–15–15; 8:45 am]
adviser to a Fund) will cause a Fund to
purchase a security in any Affiliated applicable Trust will execute a FOF BILLING CODE 8011–01–P

Underwriting. Participation Agreement stating,
7. The Board of a Fund, including a without limitation, that their respective
boards of directors or trustees and their SECURITIES AND EXCHANGE
majority of the non-interested Board
investment advisers, or trustee and COMMISSION
members, will adopt procedures
reasonably designed to monitor any Sponsor, as applicable, understand the [Release No. 34–75884; File No. 10–221]
purchases of securities by the Fund in terms and conditions of the order, and
an Affiliated Underwriting, once an agree to fulfill their responsibilities ISE Mercury, LLC; Notice of Filing of
investment by a Fund of Funds in the under the order. At the time of its Application for Registration as a
securities of the Fund exceeds the limit investment in Shares of a Fund in National Securities Exchange Under
of section 12(d)(1)(A)(i) of the Act, excess of the limit in section Section 6 of the Securities Exchange
including any purchases made directly 12(d)(1)(A)(i), a Fund of Funds will Act of 1934
from an Underwriting Affiliate. The notify the Fund of the investment. At
September 10, 2015.
Board will review these purchases such time, the Fund of Funds will also
On September 29, 2014, ISE Mercury,
periodically, but no less frequently than transmit to the Fund a list of the names
LLC (‘‘ISE Mercury’’ or ‘‘Applicant’’)
annually, to determine whether the of each Fund of Funds Affiliate and
submitted to the Securities and
purchases were influenced by the Underwriting Affiliate. The Fund of
Exchange Commission (‘‘Commission’’)
investment by the Fund of Funds in the Funds will notify the Fund of any
asabaliauskas on DSK7TPTVN1PROD with NOTICES

a Form 1 application under the
Fund. The Board will consider, among changes to the list of the names as soon
Securities Exchange Act of 1934
other things: (i) Whether the purchases as reasonably practicable after a change
(‘‘Exchange Act’’), seeking registration
were consistent with the investment occurs. The Fund and the Fund of
as a national securities exchange under
objectives and policies of the Fund; (ii) Funds will maintain and preserve a
Section 6 of the Exchange Act.1 On June
how the performance of securities copy of the order, the FOF Participation
purchased in an Affiliated Underwriting Agreement, and the list with any 1 On September 9, 2015, the Commission issued
compares to the performance of updated information for the duration of an order granting the Applicant exemptive relief,
comparable securities purchased during the investment and for a period of not Continued

VerDate Sep<11>2014 18:18 Sep 15, 2015 Jkt 235001 PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 E:\FR\FM\16SEN1.SGM 16SEN1
Document Created: 2018-02-26 10:16:27
Document Modified: 2018-02-26 10:16:27
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 (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) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act.
Dates		The application was filed on May 26, 2015, and amended on August 18, 2015.
Contact		James D. McGinnis, Attorney/Advisor, at (202) 551-3025, or Melissa R. Harke, Branch Chief, at (202) 551-6722 (Division of Investment Management, Chief Counsel's Office).
FR Citation		80 FR 55683