81_FR_29005 81 FR 28915 - Columbia ETF Trust I, et al.; Notice of Application

81 FR 28915 - Columbia ETF Trust I, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 90 (May 10, 2016)

Page Range28915-28917
FR Document2016-10984

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. The requested order would permit (a) index- based series of certain open-end management investment companies (``Funds'') to issue shares redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Fund shares to occur at negotiated market prices rather than at net asset value (``NAV''); (c) certain Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of shares for redemption; (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund 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 Funds (``Funds of Funds'') to acquire shares of the Funds; and (f) certain Funds (``Feeder Funds'') to create and redeem Creation Units in-kind in a master-feeder structure.

Federal Register, Volume 81 Issue 90 (Tuesday, May 10, 2016)
[Federal Register Volume 81, Number 90 (Tuesday, May 10, 2016)]
[Notices]
[Pages 28915-28917]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-10984]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32107; 812-14552]


Columbia ETF Trust I, et al.; Notice of Application

May 5, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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SUMMARY: 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. The requested order would permit (a) index-
based series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations only 
(``Creation Units''); (b) secondary market transactions in Fund shares 
to occur at negotiated market prices rather than at net asset value 
(``NAV''); (c) certain Funds to pay redemption proceeds, under certain 
circumstances, more than seven days after the tender of shares for 
redemption; (d) certain affiliated persons of a Fund to deposit 
securities into, and receive securities from, the Fund 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 Funds (``Funds 
of Funds'') to acquire shares of the Funds; and (f) certain Funds 
(``Feeder Funds'') to create and redeem Creation Units in-kind in a 
master-feeder structure.

Applicants:  Columbia Management Investment Advisers, LLC (the 
``Initial Adviser''), a Minnesota limited liability company registered 
as an investment adviser under the Investment Advisers Act of 1940, 
Columbia ETF Trust I (the ``Trust''), a Massachusetts business trust 
registered under the Act as an open-end management investment company 
with multiple series, and Columbia Management Investment Distributors, 
Inc. (the ``Distributor''), a Delaware corporation and broker-dealer 
registered under the Securities Exchange Act of 1934 (``Exchange 
Act'').

DATES: Filing Dates:  The application was filed on September 28, 2015, 
and amended on January 19, 2016, April 15, 2016, April 27, 2016, and 
May 5, 2016.

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 May 27, 2016, 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: Columbia ETF Trust I and 
Columbia Management Investment Distributors, Inc., 225 Franklin Street, 
Boston, Massachusetts 02110; Columbia Management Investment Advisers, 
LLC, 100 Park Avenue, 8th Floor, New York, New York 10017.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel at (202) 
551-6819, or David J. Marcinkus, Branch Chief, 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

[[Page 28916]]

Company name box, at http://www.sec.gov/search/search.htm or by calling 
(202) 551-8090.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as 
index exchange traded funds (``ETFs'').\1\ Fund shares will be 
purchased and redeemed at their NAV in Creation Units only. All orders 
to purchase Creation Units and all redemption requests will be placed 
by or through an ``Authorized Participant'', which will have signed a 
participant agreement with the Distributor. Shares will be listed and 
traded individually on a national securities exchange, where share 
prices will be based on the current bid/offer market. Certain Funds may 
operate as Feeder Funds in a master-feeder structure. Any order 
granting the requested relief would be subject to the terms and 
conditions stated in the application.
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    \1\ Applicants request that the order apply to the initial funds 
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 (each, included in the term ``Fund''), 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 Fund will (a) be advised by the Initial 
Adviser or an entity controlling, controlled by, or under common 
control with the Initial Adviser (each, an ``Adviser'') and (b) 
comply with the terms and conditions of the application.
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    2. Each Fund will hold investment positions selected to correspond 
generally to the performance of an Underlying Index. In the case of 
Self-Indexing Funds, 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 will compile, create, sponsor or maintain the 
Underlying Index.\2\
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    \2\ Each Self-Indexing Fund will post on its Web site the 
identities and quantities of the investment positions that will form 
the basis for the Fund's calculation of its NAV at the end of the 
day. Applicants believe that requiring Self-Indexing Funds to 
maintain full portfolio transparency will help address, together 
with other protections, conflicts of interest with respect to such 
Funds.
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    3. Shares 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 in the 
application, purchasers will be required to purchase Creation Units by 
depositing specified instruments (``Deposit Instruments''), and 
shareholders redeeming their shares will receive specified instruments 
(``Redemption Instruments''). The Deposit Instruments and the 
Redemption Instruments will each correspond pro rata to the positions 
in the Fund's portfolio (including cash positions) except as specified 
in the application.
    4. Because shares will not be individually redeemable, applicants 
request an exemption from section 5(a)(1) and section 2(a)(32) of the 
Act that would permit the Funds to register as open-end management 
investment companies and issue shares that are redeemable in Creation 
Units only.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as 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. 
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, 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 represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that effect creations and redemptions of 
Creation Units in kind and that are based on certain Underlying Indexes 
that include foreign securities, applicants request relief from the 
requirement imposed by section 22(e) in order to allow such Funds to 
pay redemption proceeds within fourteen calendar days following the 
tender of Creation Units for redemption. Applicants assert that the 
requested relief would not be inconsistent with the spirit and intent 
of section 22(e) to prevent unreasonable, undisclosed or unforeseen 
delays in the actual payment of redemption proceeds.
    7. Applicants request an exemption to permit Funds of Funds to 
acquire Fund 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 or dealer registered under the Exchange Act, to sell shares 
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a Fund 
through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instrument and 
Redemption Instruments will be valued in the same manner as those 
investment positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund 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.\3\ The purchase of Creation Units by a Fund of 
Funds directly from a Fund will be accomplished in accordance with the 
policies of the Fund of Funds and will be based on the NAVs of the 
Funds.
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    \3\ 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, moreover, 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 a 
Second-Tier Affiliate, 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.
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    9. Applicants also request relief to permit a Feeder Fund to 
acquire shares of another registered investment company managed by the 
Adviser having substantially the same investment objectives as the 
Feeder Fund (``Master Fund'') beyond the limitations in section 
12(d)(1)(A) and permit the Master Fund, and any principal underwriter 
for the Master Fund, to sell shares of the Master Fund to the Feeder 
Fund beyond the limitations in section 12(d)(1)(B).
    10. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if such exemption 
is necessary or appropriate in the public interest and consistent with 
the protection of investors and the purposes fairly intended by the 
policy and provisions of the Act. Section 12(d)(1)(J) of the Act 
provides that the Commission may exempt any person, security, or

[[Page 28917]]

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. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-10984 Filed 5-9-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                                   Federal Register / Vol. 81, No. 90 / Tuesday, May 10, 2016 / Notices                                              28915

                                                    Advisors under their respective                         and recommendations under conditions                  shares of the Funds; and (f) certain
                                                    advisory agreements with the Regulated                  1, 2(a), 7 and 8.                                     Funds (‘‘Feeder Funds’’) to create and
                                                    Entities and the Affiliated Investors, be                  15. If the Holders own in the aggregate            redeem Creation Units in-kind in a
                                                    shared by the Regulated Entities and the                more than 25 percent of the shares of a               master-feeder structure.
                                                    Affiliated Investors in proportion to the               Regulated Entity, then the Holders will               APPLICANTS: Columbia Management
                                                    relative amounts of the securities held                 vote such shares as directed by an                    Investment Advisers, LLC (the ‘‘Initial
                                                    or to be acquired or disposed of, as the                independent third party when voting on                Adviser’’), a Minnesota limited liability
                                                    case may be.                                            (1) the election of directors or trustees;            company registered as an investment
                                                       13. Any transaction fee (including                   (2) the removal of one or more directors              adviser under the Investment Advisers
                                                    break-up or commitment fees but                         or trustees; or (3) any matters requiring             Act of 1940, Columbia ETF Trust I (the
                                                    excluding brokers’ fees contemplated by                 approval by the vote of a majority of the             ‘‘Trust’’), a Massachusetts business trust
                                                    section 17(e) or 57(k) of the Act, as                   outstanding voting securities, as defined             registered under the Act as an open-end
                                                    applicable) 13 received in connection                   in section 2(a)(42) of the Act.                       management investment company with
                                                    with a Co-Investment Transaction will                     For the Commission, by the Division of              multiple series, and Columbia
                                                    be distributed to the participating                     Investment Management, under delegated                Management Investment Distributors,
                                                    Regulated Entities and Affiliated                       authority.                                            Inc. (the ‘‘Distributor’’), a Delaware
                                                    Investors on a pro rata basis based on                  Robert W. Errett,                                     corporation and broker-dealer registered
                                                    the amount they invested or committed,                  Deputy Secretary.                                     under the Securities Exchange Act of
                                                    as the case may be, in such Co-                                                                               1934 (‘‘Exchange Act’’).
                                                                                                            [FR Doc. 2016–10960 Filed 5–9–16; 8:45 am]
                                                    Investment Transaction. If any
                                                                                                            BILLING CODE 8011–01–P                                DATES: FILING DATES: The application
                                                    transaction fee is to be held by an
                                                                                                                                                                  was filed on September 28, 2015, and
                                                    Advisor pending consummation of the
                                                                                                                                                                  amended on January 19, 2016, April 15,
                                                    transaction, the fee will be deposited                  SECURITIES AND EXCHANGE                               2016, April 27, 2016, and May 5, 2016.
                                                    into an account maintained by the                       COMMISSION
                                                    Advisor at a bank or banks having the                                                                         HEARING OR NOTIFICATION OF HEARING:
                                                    qualifications prescribed in section                    [Investment Company Act Release No.                   An order granting the requested relief
                                                    26(a)(1) of the Act, and the account will               32107; 812–14552]                                     will be issued unless the Commission
                                                    earn a competitive rate of interest that                                                                      orders a hearing. Interested persons may
                                                    will also be divided pro rata among the                 Columbia ETF Trust I, et al.; Notice of               request a hearing by writing to the
                                                    participating Regulated Entities and                    Application                                           Commission’s Secretary and serving
                                                    Affiliated Investors based on the amount                                                                      applicants with a copy of the request,
                                                                                                            May 5, 2016.
                                                    they invest in the Co-Investment                                                                              personally or by mail. Hearing requests
                                                                                                            AGENCY: Securities and Exchange                       should be received by the Commission
                                                    Transaction. None of the other                          Commission (‘‘Commission’’).
                                                    Regulated Entities, Affiliated Investors,                                                                     by 5:30 p.m. on May 27, 2016, and
                                                                                                            ACTION: Notice.                                       should be accompanied by proof of
                                                    the Advisors nor any affiliated person of
                                                    the Regulated Entities or the Affiliated                                                                      service on applicants, in the form of an
                                                                                                            SUMMARY:    Notice of an application for              affidavit, or for lawyers, a certificate of
                                                    Investors will receive additional                       an order under section 6(c) of the
                                                    compensation or remuneration of any                                                                           service. Pursuant to rule 0–5 under the
                                                                                                            Investment Company Act of 1940 (the                   Act, hearing requests should state the
                                                    kind as a result of or in connection with               ‘‘Act’’) for an exemption from sections
                                                    a Co-Investment Transaction (other than                                                                       nature of the writer’s interest, any facts
                                                                                                            2(a)(32), 5(a)(1), 22(d), and 22(e) of the            bearing upon the desirability of a
                                                    (a) in the case of the Regulated Entities               Act and rule 22c–1 under the Act, under
                                                    and the Affiliated Investors, the pro rata                                                                    hearing on the matter, the reason for the
                                                                                                            sections 6(c) and 17(b) of the Act for an             request, and the issues contested.
                                                    transaction fees described above and                    exemption from sections 17(a)(1) and
                                                    fees or other compensation described in                                                                       Persons who wish to be notified of a
                                                                                                            17(a)(2) of the Act, and under section                hearing may request notification by
                                                    condition 2(c)(iii)(c) and (b) in the case              12(d)(1)(J) for an exemption from
                                                    of the Advisors, investment advisory                                                                          writing to the Commission’s Secretary.
                                                                                                            sections 12(d)(1)(A) and 12(d)(1)(B) of
                                                    fees paid in accordance with the                                                                              ADDRESSES: Secretary, Securities and
                                                                                                            the Act. The requested order would
                                                    Regulated Entities’ and the Affiliated                  permit (a) index-based series of certain              Exchange Commission, 100 F Street NE.,
                                                    Investors’ investment advisory                          open-end management investment                        Washington, DC 20549–1090;
                                                    agreements).                                            companies (‘‘Funds’’) to issue shares                 Applicants: Columbia ETF Trust I and
                                                       14. The Advisors to the Regulated                    redeemable in large aggregations only                 Columbia Management Investment
                                                    Entities and Affiliated Investors will                  (‘‘Creation Units’’); (b) secondary market            Distributors, Inc., 225 Franklin Street,
                                                    maintain written policies and                           transactions in Fund shares to occur at               Boston, Massachusetts 02110; Columbia
                                                    procedures reasonably designed to                       negotiated market prices rather than at               Management Investment Advisers, LLC,
                                                    ensure compliance with the foregoing                    net asset value (‘‘NAV’’); (c) certain                100 Park Avenue, 8th Floor, New York,
                                                    conditions. These policies and                          Funds to pay redemption proceeds,                     New York 10017.
                                                    procedures will require, among other                    under certain circumstances, more than                FOR FURTHER INFORMATION CONTACT: Jill
                                                    things, that each of the Advisors to each               seven days after the tender of shares for             Ehrlich, Senior Counsel at (202) 551–
                                                    Regulated Entity will be notified of all                redemption; (d) certain affiliated                    6819, or David J. Marcinkus, Branch
                                                    Potential Co-Investment Transactions                    persons of a Fund to deposit securities               Chief, at (202) 551–6821 (Division of
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    that fall within a Regulated Entity’s                   into, and receive securities from, the                Investment Management, Chief
                                                    then-current Objectives and Strategies                  Fund in connection with the purchase                  Counsel’s Office).
                                                    and will be given sufficient information                and redemption of Creation Units; (e)                 SUPPLEMENTARY INFORMATION: The
                                                    to make its independent determination                   certain registered management                         following is a summary of the
                                                       13 Applicants are not requesting and the
                                                                                                            investment companies and unit                         application. The complete application
                                                    Commission is not providing any relief for
                                                                                                            investment trusts outside of the same                 may be obtained via the Commission’s
                                                    transaction fees received in connection with any        group of investment companies as the                  Web site by searching for the file
                                                    Co-Investment Transaction.                              Funds (‘‘Funds of Funds’’) to acquire                 number, or for an applicant using the


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                                                    28916                           Federal Register / Vol. 81, No. 90 / Tuesday, May 10, 2016 / Notices

                                                    Company name box, at http://                            Deposit Instruments and the                           connection with certain services,
                                                    www.sec.gov/search/search.htm or by                     Redemption Instruments will each                      transactions, and underwritings, (ii)
                                                    calling (202) 551–8090.                                 correspond pro rata to the positions in               excessive layering of fees, and (iii)
                                                                                                            the Fund’s portfolio (including cash                  overly complex fund structures, which
                                                    Summary of the Application
                                                                                                            positions) except as specified in the                 are the concerns underlying the limits
                                                       1. Applicants request an order that                  application.                                          in sections 12(d)(1)(A) and (B) of the
                                                    would allow Funds to operate as index                      4. Because shares will not be                      Act.
                                                    exchange traded funds (‘‘ETFs’’).1 Fund                 individually redeemable, applicants                      8. Applicants request an exemption
                                                    shares will be purchased and redeemed                   request an exemption from section                     from sections 17(a)(1) and 17(a)(2) of the
                                                    at their NAV in Creation Units only. All                5(a)(1) and section 2(a)(32) of the Act               Act to permit persons that are Affiliated
                                                    orders to purchase Creation Units and                   that would permit the Funds to register               Persons, or Second Tier Affiliates, of the
                                                    all redemption requests will be placed                  as open-end management investment                     Funds, solely by virtue of certain
                                                    by or through an ‘‘Authorized                           companies and issue shares that are                   ownership interests, to effectuate
                                                    Participant’’, which will have signed a                 redeemable in Creation Units only.                    purchases and redemptions in-kind. The
                                                    participant agreement with the                             5. Applicants also request an                      deposit procedures for in-kind
                                                    Distributor. Shares will be listed and                  exemption from section 22(d) of the Act               purchases of Creation Units and the
                                                    traded individually on a national                       and rule 22c-1 under the Act as                       redemption procedures for in-kind
                                                    securities exchange, where share prices                 secondary market trading in shares will               redemptions of Creation Units will be
                                                    will be based on the current bid/offer                  take place at negotiated prices, not at a             the same for all purchases and
                                                    market. Certain Funds may operate as                    current offering price described in a                 redemptions and Deposit Instrument
                                                    Feeder Funds in a master-feeder                         Fund’s prospectus, and not at a price                 and Redemption Instruments will be
                                                    structure. Any order granting the                       based on NAV. Applicants state that (a)               valued in the same manner as those
                                                    requested relief would be subject to the                secondary market trading in shares does               investment positions currently held by
                                                    terms and conditions stated in the                      not involve a Fund as a party and will                the Funds. Applicants also seek relief
                                                    application.                                            not result in dilution of an investment               from the prohibitions on affiliated
                                                       2. Each Fund will hold investment                    in shares, and (b) to the extent different            transactions in section 17(a) to permit a
                                                    positions selected to correspond                        prices exist during a given trading day,              Fund to sell its shares to and redeem its
                                                    generally to the performance of an                      or from day to day, such variances occur              shares from a Fund of Funds, and to
                                                    Underlying Index. In the case of Self-                  as a result of third-party market forces,             engage in the accompanying in-kind
                                                    Indexing Funds, an affiliated person, as                such as supply and demand. Therefore,                 transactions with the Fund of Funds.3
                                                    defined in section 2(a)(3) of the Act                   applicants assert that secondary market               The purchase of Creation Units by a
                                                    (‘‘Affiliated Person’’), or an affiliated               transactions in shares will not lead to               Fund of Funds directly from a Fund will
                                                    person of an Affiliated Person (‘‘Second-               discrimination or preferential treatment              be accomplished in accordance with the
                                                    Tier Affiliate’’), of the Trust or a Fund,              among purchasers. Finally, applicants                 policies of the Fund of Funds and will
                                                    of the Adviser, of any sub-adviser to or                represent that share market prices will               be based on the NAVs of the Funds.
                                                    promoter of a Fund, or of the Distributor               be disciplined by arbitrage                              9. Applicants also request relief to
                                                    will compile, create, sponsor or                        opportunities, which should prevent                   permit a Feeder Fund to acquire shares
                                                    maintain the Underlying Index.2                         shares from trading at a material                     of another registered investment
                                                       3. Shares will be purchased and                      discount or premium from NAV.                         company managed by the Adviser
                                                    redeemed in Creation Units and                             6. With respect to Funds that effect               having substantially the same
                                                    generally on an in-kind basis. Except                   creations and redemptions of Creation                 investment objectives as the Feeder
                                                    where the purchase or redemption will                   Units in kind and that are based on                   Fund (‘‘Master Fund’’) beyond the
                                                    include cash under the limited                          certain Underlying Indexes that include               limitations in section 12(d)(1)(A) and
                                                    circumstances specified in the                          foreign securities, applicants request                permit the Master Fund, and any
                                                    application, purchasers will be required                relief from the requirement imposed by                principal underwriter for the Master
                                                    to purchase Creation Units by                           section 22(e) in order to allow such                  Fund, to sell shares of the Master Fund
                                                    depositing specified instruments                        Funds to pay redemption proceeds                      to the Feeder Fund beyond the
                                                    (‘‘Deposit Instruments’’), and                          within fourteen calendar days following               limitations in section 12(d)(1)(B).
                                                    shareholders redeeming their shares                     the tender of Creation Units for                         10. Section 6(c) of the Act permits the
                                                    will receive specified instruments                      redemption. Applicants assert that the                Commission to exempt any persons or
                                                    (‘‘Redemption Instruments’’). The                       requested relief would not be                         transactions from any provision of the
                                                                                                            inconsistent with the spirit and intent of            Act if such exemption is necessary or
                                                       1 Applicants request that the order apply to the
                                                                                                            section 22(e) to prevent unreasonable,                appropriate in the public interest and
                                                    initial funds and any additional series of the Trust,                                                         consistent with the protection of
                                                    and any other open-end management investment
                                                                                                            undisclosed or unforeseen delays in the
                                                    company or series thereof, that may be created in       actual payment of redemption proceeds.                investors and the purposes fairly
                                                    the future (each, included in the term ‘‘Fund’’),          7. Applicants request an exemption to              intended by the policy and provisions of
                                                    each of which will operate as an ETF and will track     permit Funds of Funds to acquire Fund                 the Act. Section 12(d)(1)(J) of the Act
                                                    a specified index comprised of domestic or foreign      shares beyond the limits of section
                                                    equity and/or fixed income securities (each, an
                                                                                                                                                                  provides that the Commission may
                                                    ‘‘Underlying Index’’). Any Fund will (a) be advised     12(d)(1)(A) of the Act; and the Funds,                exempt any person, security, or
                                                    by the Initial Adviser or an entity controlling,        and any principal underwriter for the
                                                    controlled by, or under common control with the         Funds, and/or any broker or dealer
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                                                                                                                                     3 The requested relief would apply to direct sales
                                                    Initial Adviser (each, an ‘‘Adviser’’) and (b) comply   registered under the Exchange Act, to                 of shares in Creation Units by a Fund to a Fund of
                                                    with the terms and conditions of the application.                                                             Funds and redemptions of those shares. Applicants,
                                                       2 Each Self-Indexing Fund will post on its Web       sell shares to Funds of Funds beyond                  moreover, are not seeking relief from section 17(a)
                                                    site the identities and quantities of the investment    the limits of section 12(d)(1)(B) of the              for, and the requested relief will not apply to,
                                                    positions that will form the basis for the Fund’s       Act. The application’s terms and                      transactions where a Fund could be deemed an
                                                    calculation of its NAV at the end of the day.           conditions are designed to, among other               Affiliated Person, or a Second-Tier Affiliate, of a
                                                    Applicants believe that requiring Self-Indexing                                                               Fund of Funds because an Adviser or an entity
                                                    Funds to maintain full portfolio transparency will
                                                                                                            things, help prevent any potential (i)                controlling, controlled by or under common control
                                                    help address, together with other protections,          undue influence over a Fund through                   with an Adviser provides investment advisory
                                                    conflicts of interest with respect to such Funds.       control or voting power, or in                        services to that Fund of Funds.



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                                                                                   Federal Register / Vol. 81, No. 90 / Tuesday, May 10, 2016 / Notices                                             28917

                                                    transaction, or any class or classes of                 investment trusts outside of the same           1. Applicants request an order that
                                                    persons, securities, or transactions, from              group of investment companies as the        would allow Funds to operate as index
                                                    any provision of section 12(d)(1) if the                Funds (‘‘Funds of Funds’’) to acquire       exchange traded funds (‘‘ETFs’’).1 Fund
                                                    exemption is consistent with the public                 shares of the Funds; and (f) certain        shares will be purchased and redeemed
                                                    interest and the protection of investors.               Funds (‘‘Feeder Funds’’) to create and      at their NAV in Creation Units only. All
                                                    Section 17(b) of the Act authorizes the                 redeem Creation Units in-kind in a          orders to purchase Creation Units and
                                                    Commission to grant an order                            master-feeder structure.                    all redemption requests will be placed
                                                    permitting a transaction otherwise                                                                  by or through an ‘‘Authorized
                                                    prohibited by section 17(a) if it finds                    Applicants: Franklin Templeton ETF       Participant’’, which will have signed a
                                                    that (a) the terms of the proposed                      Trust (the ‘‘Trust’’), a Delaware statutory participant agreement with the
                                                    transaction are fair and reasonable and                 trust that will register under the Act as   Distributor. Shares will be listed and
                                                    do not involve overreaching on the part                 an open-end management investment           traded individually on a national
                                                    of any person concerned; (b) the                        company with multiple series, Franklin securities exchange, where share prices
                                                    proposed transaction is consistent with                 Advisers, Inc. (the ‘‘Initial Adviser), a   will be based on the current bid/offer
                                                    the policies of each registered                         California Corporation that is registered market. Certain Funds may operate as
                                                    investment company involved; and (c)                    as an investment adviser under the          Feeder Funds in a master-feeder
                                                    the proposed transaction is consistent                  Investment Advisers Act of 1940, and        structure. Any order granting the
                                                    with the general purposes of the Act.                   Franklin Templeton Distributors, Inc., a requested relief would be subject to the
                                                                                                            New York Corporation (together with         terms and conditions stated in the
                                                      For the Commission, by the Division of
                                                    Investment Management, under delegated                  any future distributor, the                 application.
                                                    authority.                                              ‘‘Distributor’’).                               2. Each Fund will hold investment
                                                    Robert W. Errett,                                       DATES: Filing Dates: The application was positions selected to correspond
                                                    Deputy Secretary.                                       filed on October 16, 2015, and amended generally to the performance of an
                                                    [FR Doc. 2016–10984 Filed 5–9–16; 8:45 am]              on April 11, 2016.                          Underlying Index. In the case of Self-
                                                    BILLING CODE 8011–01–P                                     Hearing or Notification of Hearing: An Indexing Funds, an affiliated person, as
                                                                                                            order granting the requested relief will    defined in section 2(a)(3) of the Act
                                                                                                            be issued unless the Commission orders (‘‘Affiliated Person’’), or an affiliated
                                                    SECURITIES AND EXCHANGE                                 a hearing. Interested persons may           person of an Affiliated Person (‘‘Second-
                                                    COMMISSION                                              request a hearing by writing to the         Tier Affiliate’’), of the Trust or a Fund,
                                                                                                            Commission’s Secretary and serving          of the Adviser, of any sub-adviser to or
                                                    [Investment Company Act Release No.                                                                 promoter of a Fund, or of the Distributor
                                                    32105; 812–14566]                                       applicants with a copy of the request,
                                                                                                            personally or by mail. Hearing requests     will compile, create, sponsor or
                                                                                                            should be received by the Commission        maintain the Underlying Index.2
                                                    Franklin Templeton ETF Trust, et al.;
                                                                                                            by 5:30 p.m. on May 27, 2016, and               3. Shares will be purchased and
                                                    Notice of Application
                                                                                                            should be accompanied by proof of           redeemed in Creation Units and
                                                    May 5, 2016.                                            service on applicants, in the form of an    generally on an in-kind basis. Except
                                                    AGENCY:    Securities and Exchange                      affidavit, or for lawyers, a certificate of where the purchase or redemption will
                                                    Commission (‘‘Commission’’).                            service. Pursuant to rule 0–5 under the     include cash under the limited
                                                    ACTION: Notice of an application for an                 Act, hearing requests should state the      circumstances specified in the
                                                    order under section 6(c) of the                         nature of the writer’s interest, any facts  application, purchasers will be required
                                                    Investment Company Act of 1940 (the                     bearing upon the desirability of a          to purchase Creation Units by
                                                    ‘‘Act’’) for an exemption from sections                 hearing on the matter, the reason for the depositing specified instruments
                                                    2(a)(32), 5(a)(1), 22(d), and 22(e) of the              request, and the issues contested.          (‘‘Deposit Instruments’’), and
                                                    Act and rule 22c–1 under the Act, under                 Persons who wish to be notified of a        shareholders redeeming their shares
                                                    sections 6(c) and 17(b) of the Act for an               hearing may request notification by         will receive specified instruments
                                                    exemption from sections 17(a)(1) and                    writing to the Commission’s Secretary.      (‘‘Redemption Instruments’’). The
                                                    17(a)(2) of the Act, and under section                                                              Deposit Instruments and the
                                                                                                            ADDRESSES: Secretary, Securities and
                                                    12(d)(1)(J) for an exemption from                                                                   Redemption Instruments will each
                                                                                                            Exchange Commission, 100 F Street NE., correspond pro rata to the positions in
                                                    sections 12(d)(1)(A) and 12(d)(1)(B) of                 Washington, DC 20549–1090;
                                                    the Act. The requested order would                                                                  the Fund’s portfolio (including cash
                                                                                                            Applicants: Franklin Templeton
                                                    permit (a) index-based series of certain                Investments, One Franklin Parkway,
                                                    open-end management investment                          San Mateo, California 94403–1906.
                                                                                                                                                           1 Applicants request that the order apply to the

                                                    companies (‘‘Funds’’) to issue shares                                                               initial series of the Trust and any additional series
                                                                                                            FOR FURTHER INFORMATION CONTACT:            of the Trust, and any other existing or future open-
                                                    redeemable in large aggregations only                                                               end management investment company or series
                                                    (‘‘Creation Units’’); (b) secondary market              Deepak T. Pai, Senior Counsel, at (202)     thereof (each, included in the term ‘‘Fund’’), each
                                                    transactions in Fund shares to occur at                 551–6876 or Mary Kay Frech, at (202)        of which will operate as an ETF and will track a
                                                    negotiated market prices rather than at                 551–6821 (Division of Investment            specified index comprised of domestic or foreign
                                                                                                            Management, Chief Counsel’s Office).        equity and/or fixed income securities (each, an
                                                    net asset value (‘‘NAV’’); (c) certain                                                              ‘‘Underlying Index’’). Any Fund will (a) be advised
                                                    Funds to pay redemption proceeds,                       SUPPLEMENTARY INFORMATION: The              by the Initial Adviser or an entity controlling,
                                                    under certain circumstances, more than                  following is a summary of the               controlled by, or under common control with the
asabaliauskas on DSK3SPTVN1PROD with NOTICES




                                                    seven days after the tender of shares for               application. The complete application       Initial Adviser (each, an ‘‘Adviser’’) and (b) comply
                                                                                                                                                        with the terms and conditions of the application.
                                                    redemption; (d) certain affiliated                      may be obtained via the Commission’s           2 Each Self-Indexing Fund will post on its Web
                                                    persons of a Fund to deposit securities                 Web site by searching for the file          site the identities and quantities of the investment
                                                    into, and receive securities from, the                  number, or for an applicant using the       positions that will form the basis for the Fund’s
                                                    Fund in connection with the purchase                    Company name box, at http://                calculation of its NAV at the end of the day.
                                                                                                            www.sec.gov/search/search.htm or by         Applicants believe that requiring Self-Indexing
                                                    and redemption of Creation Units; (e)                                                               Funds to maintain full portfolio transparency will
                                                    certain registered management                           calling (202) 551–8090.                     help address, together with other protections,
                                                    investment companies and unit                              Summary of the Application               conflicts of interest with respect to such Funds.



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Document Created: 2016-05-10 05:18:57
Document Modified: 2016-05-10 05:18:57
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
ContactJill Ehrlich, Senior Counsel at (202) 551-6819, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 28915 

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