81_FR_53079 81 FR 52925 - TrimTabs ETF Trust, et al.; Notice of Application

81 FR 52925 - TrimTabs ETF Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 154 (August 10, 2016)

Page Range52925-52926
FR Document2016-18914

Federal Register, Volume 81 Issue 154 (Wednesday, August 10, 2016)
[Federal Register Volume 81, Number 154 (Wednesday, August 10, 2016)]
[Notices]
[Pages 52925-52926]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18914]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32208; 812-14661]


TrimTabs ETF Trust, et al.; Notice of Application

August 4, 2016.

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. The requested order would permit (a) actively-
managed 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.

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Applicants: TrimTabs ETF Trust (the ``Trust''), a Delaware statutory 
trust that is registered under the Act as an open-end management 
investment company with multiple series, TrimTabs Asset Management, LLC 
(the ``Initial Adviser''), a Delaware limited liability company 
registered as an investment adviser under the Investment Advisers Act 
of 1940, and Foreside Fund Services, LLC (the ``Distributor''), a 
Delaware limited liability company and broker-dealer registered under 
the Securities Exchange Act of 1934 (``Exchange Act'').

Filing Dates: The application was filed on June 8, 2016, and amended on 
July 1, 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 August 29, 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: The Trust and the Initial 
Adviser, 1345 Avenue of the Americas, Fl. 2, New York, NY 10105; the 
Initial Distributor, 3 Canal Plaza, Suite 100, Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Hae-Sung Lee, Attorney-Adviser, at 
(202) 551-7345, or Mary Kay Frech, 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 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 
actively-managed 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 an initial series 
and any future series of the Trust offering exchange-traded Shares, 
as well as other existing or future open-end management companies or 
existing or future series thereof offering exchange-traded Shares 
(and their respective existing or future Master Funds, as defined 
below) that may utilize active management investment strategies 
(collectively, ``Future Funds''). Any Future 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 consist of a portfolio of securities and other 
assets and investment positions (``Portfolio Holdings''). Each Fund 
will disclose on its Web site the identities and quantities of the 
Portfolio Holdings that will form

[[Page 52926]]

the basis for the Fund's calculation of NAV at the end of the day.
    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 hold non-U.S. Portfolio Holdings and 
that effect creations and redemptions of Creation Units in kind, 
applicants request relief from the requirement imposed by section 22(e) 
in order to allow such Funds to pay redemption proceeds within fifteen 
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 Instruments and 
Redemption Instruments will be valued in the same manner as those 
Portfolio Holdings 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.\2\ 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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    \2\ 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 
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. 2016-18914 Filed 8-9-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                               Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices                                                    52925

                                                  All submissions should refer to File                      sections 6(c) and 17(b) of the Act for an             hearing on the matter, the reason for the
                                                  Number SR–C2–2016–014. This file                          exemption from sections 17(a)(1) and                  request, and the issues contested.
                                                  number should be included on the                          17(a)(2) of the Act, and under section                Persons who wish to be notified of a
                                                  subject line if email is used. To help the                12(d)(1)(J) for an exemption from                     hearing may request notification by
                                                  Commission process and review your                        sections 12(d)(1)(A) and 12(d)(1)(B) of               writing to the Commission’s Secretary.
                                                  comments more efficiently, please use                     the Act. The requested order would                    ADDRESSES: Secretary, Securities and
                                                  only one method. The Commission will                      permit (a) actively-managed series of                 Exchange Commission, 100 F Street NE.,
                                                  post all comments on the Commission’s                     certain open-end management                           Washington, DC 20549–1090;
                                                  Internet Web site (http://www.sec.gov/                    investment companies (‘‘Funds’’) to                   Applicants: The Trust and the Initial
                                                  rules/sro.shtml). Copies of the                           issue shares redeemable in large                      Adviser, 1345 Avenue of the Americas,
                                                  submission, all subsequent                                aggregations only (‘‘Creation Units’’); (b)           Fl. 2, New York, NY 10105; the Initial
                                                  amendments, all written statements                        secondary market transactions in Fund                 Distributor, 3 Canal Plaza, Suite 100,
                                                  with respect to the proposed rule                         shares to occur at negotiated market                  Portland, ME 04101.
                                                  change that are filed with the                            prices rather than at net asset value                 FOR FURTHER INFORMATION CONTACT: Hae-
                                                  Commission, and all written                               (‘‘NAV’’); (c) certain Funds to pay                   Sung Lee, Attorney-Adviser, at (202)
                                                  communications relating to the                            redemption proceeds, under certain                    551–7345, or Mary Kay Frech, Branch
                                                  proposed rule change between the                          circumstances, more than seven days                   Chief, at (202) 551–6821 (Division of
                                                  Commission and any person, other than                     after the tender of shares for                        Investment Management, Chief
                                                  those that may be withheld from the                       redemption; (d) certain affiliated                    Counsel’s Office).
                                                  public in accordance with the                             persons of a Fund to deposit securities               SUPPLEMENTARY INFORMATION: The
                                                  provisions of 5 U.S.C. 552, will be                       into, and receive securities from, the                following is a summary of the
                                                  available for Web site viewing and                        Fund in connection with the purchase                  application. The complete application
                                                  printing in the Commission’s Public                       and redemption of Creation Units; (e)                 may be obtained via the Commission’s
                                                  Reference Room, 100 F Street NE.,                         certain registered management                         Web site by searching for the file
                                                  Washington, DC 20549 on official                          investment companies and unit                         number, or for an applicant using the
                                                  business days between the hours of                        investment trusts outside of the same                 Company name box, at http://
                                                  10:00 a.m. and 3:00 p.m. Copies of such                   group of investment companies as the                  www.sec.gov/search/search.htm or by
                                                  filing also will be available for                         Funds (‘‘Funds of Funds’’) to acquire                 calling (202) 551–8090.
                                                  inspection and copying at the principal                   shares of the Funds; and (f) certain
                                                  office of the Exchange. All comments                      Funds (‘‘Feeder Funds’’) to create and                Summary of the Application
                                                  received will be posted without change;                   redeem Creation Units in-kind in a                       1. Applicants request an order that
                                                  the Commission does not edit personal                     master-feeder structure.                              would allow Funds to operate as
                                                  identifying information from                                                                                    actively-managed exchange traded
                                                  submissions. You should submit only                       APPLICANTS:    TrimTabs ETF Trust (the                funds (‘‘ETFs’’).1 Fund shares will be
                                                  information that you wish to make                         ‘‘Trust’’), a Delaware statutory trust that           purchased and redeemed at their NAV
                                                  available publicly. All submissions                       is registered under the Act as an open-               in Creation Units only. All orders to
                                                  should refer to File Number SR–C2–                        end management investment company                     purchase Creation Units and all
                                                  2016–014, and should be submitted on                      with multiple series, TrimTabs Asset                  redemption requests will be placed by
                                                  or before August 31, 2016.                                Management, LLC (the ‘‘Initial                        or through an ‘‘Authorized Participant’’,
                                                    For the Commission, by the Division of
                                                                                                            Adviser’’), a Delaware limited liability              which will have signed a participant
                                                  Trading and Markets, pursuant to delegated                company registered as an investment                   agreement with the Distributor. Shares
                                                  authority.19                                              adviser under the Investment Advisers                 will be listed and traded individually on
                                                  Robert W. Errett,                                         Act of 1940, and Foreside Fund                        a national securities exchange, where
                                                  Deputy Secretary.
                                                                                                            Services, LLC (the ‘‘Distributor’’), a                share prices will be based on the current
                                                                                                            Delaware limited liability company and                bid/offer market. Certain Funds may
                                                  [FR Doc. 2016–18909 Filed 8–9–16; 8:45 am]
                                                                                                            broker-dealer registered under the                    operate as Feeder Funds in a master-
                                                  BILLING CODE 8011–01–P
                                                                                                            Securities Exchange Act of 1934                       feeder structure. Any order granting the
                                                                                                            (‘‘Exchange Act’’).                                   requested relief would be subject to the
                                                  SECURITIES AND EXCHANGE                                   FILING DATES: The application was filed               terms and conditions stated in the
                                                  COMMISSION                                                on June 8, 2016, and amended on July                  application.
                                                                                                            1, 2016.                                                 2. Each Fund will consist of a
                                                  [Investment Company Act Release No.
                                                                                                            HEARING OR NOTIFICATION OF HEARING: An                portfolio of securities and other assets
                                                  32208; 812–14661]                                                                                               and investment positions (‘‘Portfolio
                                                                                                            order granting the requested relief will
                                                                                                            be issued unless the Commission orders                Holdings’’). Each Fund will disclose on
                                                  TrimTabs ETF Trust, et al.; Notice of                                                                           its Web site the identities and quantities
                                                  Application                                               a hearing. Interested persons may
                                                                                                            request a hearing by writing to the                   of the Portfolio Holdings that will form
                                                  August 4, 2016.                                           Commission’s Secretary and serving                       1 Applicants request that the order apply to an
                                                                                                            applicants with a copy of the request,                initial series and any future series of the Trust
                                                  AGENCY:    Securities and Exchange                        personally or by mail. Hearing requests               offering exchange-traded Shares, as well as other
                                                  Commission (‘‘Commission’’).                              should be received by the Commission                  existing or future open-end management companies
                                                  ACTION: Notice of an application for an                   by 5:30 p.m. on August 29, 2016, and                  or existing or future series thereof offering
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                                                                                  exchange-traded Shares (and their respective
                                                  order under section 6(c) of the                           should be accompanied by proof of                     existing or future Master Funds, as defined below)
                                                  Investment Company Act of 1940 (the                       service on applicants, in the form of an              that may utilize active management investment
                                                  ‘‘Act’’) for an exemption from sections                   affidavit, or for lawyers, a certificate of           strategies (collectively, ‘‘Future Funds’’). Any
                                                  2(a)(32), 5(a)(1), 22(d), and 22(e) of the                service. Pursuant to rule 0–5 under the               Future Fund will (a) be advised by the Initial
                                                                                                                                                                  Adviser or an entity controlling, controlled by, or
                                                  Act and rule 22c–1 under the Act, under                   Act, hearing requests should state the                under common control with the Initial Adviser
                                                                                                            nature of the writer’s interest, any facts            (each, an ‘‘Adviser’’), and (b) comply with the terms
                                                    19 17   CFR 200.30–3(a)(12).                            bearing upon the desirability of a                    and conditions of the application.



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                                                  52926                      Federal Register / Vol. 81, No. 154 / Wednesday, August 10, 2016 / Notices

                                                  the basis for the Fund’s calculation of                    7. Applicants request an exemption to                Fund, to sell shares of the Master Fund
                                                  NAV at the end of the day.                              permit Funds of Funds to acquire Fund                   to the Feeder Fund beyond the
                                                     3. Shares will be purchased and                      shares beyond the limits of section                     limitations in section 12(d)(1)(B).
                                                  redeemed in Creation Units and                          12(d)(1)(A) of the Act; and the Funds,                     10. Section 6(c) of the Act permits the
                                                  generally on an in-kind basis. Except                   and any principal underwriter for the                   Commission to exempt any persons or
                                                  where the purchase or redemption will                   Funds, and/or any broker or dealer                      transactions from any provision of the
                                                  include cash under the limited                          registered under the Exchange Act, to                   Act if such exemption is necessary or
                                                  circumstances specified in the                          sell shares to Funds of Funds beyond                    appropriate in the public interest and
                                                  application, purchasers will be required                the limits of section 12(d)(1)(B) of the                consistent with the protection of
                                                  to purchase Creation Units by                           Act. The application’s terms and                        investors and the purposes fairly
                                                  depositing specified instruments                        conditions are designed to, among other                 intended by the policy and provisions of
                                                  (‘‘Deposit Instruments’’), and                          things, help prevent any potential (i)                  the Act. Section 12(d)(1)(J) of the Act
                                                  shareholders redeeming their shares                     undue influence over a Fund through                     provides that the Commission may
                                                  will receive specified instruments                      control or voting power, or in                          exempt any person, security, or
                                                  (‘‘Redemption Instruments’’). The                       connection with certain services,                       transaction, or any class or classes of
                                                  Deposit Instruments and the                             transactions, and underwritings, (ii)                   persons, securities, or transactions, from
                                                  Redemption Instruments will each                        excessive layering of fees, and (iii)                   any provision of section 12(d)(1) if the
                                                  correspond pro rata to the positions in                 overly complex fund structures, which                   exemption is consistent with the public
                                                  the Fund’s portfolio (including cash                    are the concerns underlying the limits                  interest and the protection of investors.
                                                  positions) except as specified in the                   in sections 12(d)(1)(A) and (B) of the                  Section 17(b) of the Act authorizes the
                                                  application.                                            Act.                                                    Commission to grant an order
                                                     4. Because shares will not be                           8. Applicants request an exemption                   permitting a transaction otherwise
                                                  individually redeemable, applicants                     from sections 17(a)(1) and 17(a)(2) of the              prohibited by section 17(a) if it finds
                                                  request an exemption from section                       Act to permit persons that are Affiliated               that (a) the terms of the proposed
                                                  5(a)(1) and section 2(a)(32) of the Act                 Persons, or Second Tier Affiliates, of the              transaction are fair and reasonable and
                                                  that would permit the Funds to register                 Funds, solely by virtue of certain                      do not involve overreaching on the part
                                                  as open-end management investment                       ownership interests, to effectuate                      of any person concerned; (b) the
                                                  companies and issue shares that are                     purchases and redemptions in-kind. The                  proposed transaction is consistent with
                                                  redeemable in Creation Units only.                      deposit procedures for in-kind                          the policies of each registered
                                                     5. Applicants also request an                        purchases of Creation Units and the                     investment company involved; and (c)
                                                  exemption from section 22(d) of the Act                 redemption procedures for in-kind                       the proposed transaction is consistent
                                                  and rule 22c–1 under the Act as                         redemptions of Creation Units will be                   with the general purposes of the Act.
                                                  secondary market trading in shares will                 the same for all purchases and
                                                  take place at negotiated prices, not at a               redemptions and Deposit Instruments                       For the Commission, by the Division of
                                                  current offering price described in a                   and Redemption Instruments will be                      Investment Management, under delegated
                                                  Fund’s prospectus, and not at a price                                                                           authority.
                                                                                                          valued in the same manner as those
                                                  based on NAV. Applicants state that (a)                 Portfolio Holdings currently held by the                Robert W. Errett,
                                                  secondary market trading in shares does                 Funds. Applicants also seek relief from                 Deputy Secretary.
                                                  not involve a Fund as a party and will                  the prohibitions on affiliated                          [FR Doc. 2016–18914 Filed 8–9–16; 8:45 am]
                                                  not result in dilution of an investment                 transactions in section 17(a) to permit a               BILLING CODE 8011–01–P
                                                  in shares, and (b) to the extent different              Fund to sell its shares to and redeem its
                                                  prices exist during a given trading day,                shares from a Fund of Funds, and to
                                                  or from day to day, such variances occur                engage in the accompanying in-kind                      SECURITIES AND EXCHANGE
                                                  as a result of third-party market forces,               transactions with the Fund of Funds.2                   COMMISSION
                                                  such as supply and demand. Therefore,                   The purchase of Creation Units by a                     [Release No. 34–78480; File No. SR–
                                                  applicants assert that secondary market                 Fund of Funds directly from a Fund will                 NASDAQ–2016–097]
                                                  transactions in shares will not lead to                 be accomplished in accordance with the
                                                  discrimination or preferential treatment                policies of the Fund of Funds and will                  Self-Regulatory Organizations; The
                                                  among purchasers. Finally, applicants                   be based on the NAVs of the Funds.                      NASDAQ Stock Market LLC; Notice of
                                                  represent that share market prices will                    9. Applicants also request relief to                 Filing and Immediate Effectiveness of
                                                  be disciplined by arbitrage                             permit a Feeder Fund to acquire shares                  Proposed Rule Change Related to
                                                  opportunities, which should prevent                     of another registered investment                        Detection of Loss of Connection
                                                  shares from trading at a material                       company managed by the Adviser
                                                  discount or premium from NAV.                           having substantially the same                           August 4, 2016.
                                                     6. With respect to Funds that hold                   investment objectives as the Feeder                        Pursuant to Section 19(b)(1) of the
                                                  non-U.S. Portfolio Holdings and that                    Fund (‘‘Master Fund’’) beyond the                       Securities Exchange Act of 1934
                                                  effect creations and redemptions of                     limitations in section 12(d)(1)(A) and                  (‘‘Act’’),1 and Rule 19b-4 thereunder,2
                                                  Creation Units in kind, applicants                      permit the Master Fund, and any                         notice is hereby given that on July 28,
                                                  request relief from the requirement                     principal underwriter for the Master                    2016, The NASDAQ Stock Market LLC
                                                  imposed by section 22(e) in order to                                                                            (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
                                                  allow such Funds to pay redemption                         2 The requested relief would apply to direct sales
                                                                                                                                                                  Securities and Exchange Commission
                                                  proceeds within fifteen calendar days                   of shares in Creation Units by a Fund to a Fund of
mstockstill on DSK3G9T082PROD with NOTICES




                                                                                                                                                                  (‘‘SEC’’ or ‘‘Commission’’) the proposed
                                                                                                          Funds and redemptions of those shares. Applicants,
                                                  following the tender of Creation Units                  moreover, are not seeking relief from section 17(a)     rule change as described in Items I and
                                                  for redemption. Applicants assert that                  for, and the requested relief will not apply to,        II, below, which Items have been
                                                  the requested relief would not be                       transactions where a Fund could be deemed an            prepared by the Exchange. The
                                                  inconsistent with the spirit and intent of              Affiliated Person, or a Second-Tier Affiliate, of a     Commission is publishing this notice to
                                                                                                          Fund of Funds because an Adviser or an entity
                                                  section 22(e) to prevent unreasonable,                  controlling, controlled by or under common control
                                                  undisclosed or unforeseen delays in the                 with an Adviser provides investment advisory              1 15   U.S.C. 78s(b)(1).
                                                  actual payment of redemption proceeds.                  services to that Fund of Funds.                           2 17   CFR 240.19b–4.



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Document Created: 2016-08-10 01:59:19
Document Modified: 2016-08-10 01:59:19
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice of an application for an order under section 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) actively- managed 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.
DatesThe application was filed on June 8, 2016, and amended on July 1, 2016.
ContactHae-Sung Lee, Attorney-Adviser, at (202) 551-7345, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 52925 

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