81 FR 61726 - Regents Park Funds, LLC, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 173 (September 7, 2016)

Page Range		61726-61727
FR Document		2016-21429

Federal Register, Volume 81 Issue 173 (Wednesday, September 7, 2016)

[Federal Register Volume 81, Number 173 (Wednesday, September 7, 2016)]
[Notices]
[Pages 61726-61727]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-21429]



[[Page 61726]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32249; 812-14658]


Regents Park Funds, LLC, et al.; Notice of Application

August 31, 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; and (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.

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Applicants: Regents Park Funds, LLC (``Regents Park''), a California 
limited liability company that will be registered as an investment 
adviser under the Investment Advisers Act of 1940, Northern Lights Fund 
Trust IV (``Trust''), a Delaware statutory trust registered under the 
Act as an open-end management investment company with multiple series, 
and Northern Lights Distributors, LLC (``NLD''), a Nebraska limited 
liability company and broker-dealer registered under the Securities 
Exchange Act of 1934 (``Exchange Act'').

DATES: Filing Dates: The application was filed on June 6, 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 September 26, 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: c/o JoAnn Strasser, 41 S 
High Street, Columbus, Ohio 43215.

FOR FURTHER INFORMATION CONTACT: Kaitlin C. Bottock, Senior Counsel, at 
(202) 551-8658, or Daniele Marchesani, 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. 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 
series and any future series of the Trust as well as other future 
open-end management companies (each, included in the term ``Fund''). 
Any Fund will (a) be advised by Regents Park or an entity 
controlling, controlled by, or under common control with Regents 
Park (Regents Park and each such other entity and any successor 
thereto included in the term ``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 Instruments''). Each Fund 
will disclose on its Web site the identities and quantities of the 
Portfolio Instruments that will form 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 Instruments 
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 fourteen 
calendar days

[[Page 61727]]

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 Instruments 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. 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. 2016-21429 Filed 9-6-16; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 173 / Wednesday, September 7, 2016 / Notices 61727

following the tender of Creation Units Act if such exemption is necessary or I. Self-Regulatory Organization’s
for redemption. Applicants assert that appropriate in the public interest and Statement of the Terms of the Substance
the requested relief would not be consistent with the protection of of the Proposed Rule Change
inconsistent with the spirit and intent of investors and the purposes fairly The Exchange proposes to make
section 22(e) to prevent unreasonable, intended by the policy and provisions of changes to the Non-Standard Booth
undisclosed or unforeseen delays in the the Act. Section 12(d)(1)(J) of the Act Rental Fee in the Facility Fees section
actual payment of redemption proceeds. provides that the Commission may of the Fees Schedule. The text of the
7. Applicants request an exemption to exempt any person, security, or proposed rule change is available on the
permit Funds of Funds to acquire Fund transaction, or any class or classes of Exchange’s Web site (http://
shares beyond the limits of section persons, securities, or transactions, from www.cboe.com/AboutCBOE/
12(d)(1)(A) of the Act; and the Funds, any provision of section 12(d)(1) if the CBOELegalRegulatoryHome.aspx), at
and any principal underwriter for the exemption is consistent with the public the Exchange’s Office of the Secretary,
Funds, and/or any broker or dealer interest and the protection of investors. and at the Commission’s Public
registered under the Exchange Act, to Section 17(b) of the Act authorizes the Reference Room.
sell shares to Funds of Funds beyond Commission to grant an order
the limits of section 12(d)(1)(B) of the permitting a transaction otherwise II. Self-Regulatory Organization’s
Act. The application’s terms and prohibited by section 17(a) if it finds Statement of the Purpose of, and
conditions are designed to, among other that (a) the terms of the proposed Statutory Basis for, the Proposed Rule
things, help prevent any potential (i) transaction are fair and reasonable and Change
undue influence over a Fund through do not involve overreaching on the part In its filing with the Commission, the
control or voting power, or in of any person concerned; (b) the Exchange included statements
connection with certain services, proposed transaction is consistent with concerning the purpose of and basis for
transactions, and underwritings, (ii) the policies of each registered the proposed rule change and discussed
excessive layering of fees, and (iii) investment company involved; and (c) any comments it received on the
overly complex fund structures, which the proposed transaction is consistent proposed rule change. The text of these
are the concerns underlying the limits with the general purposes of the Act. statements may be examined at the
in sections 12(d)(1)(A) and (B) of the places specified in Item IV below. The
Act. For the Commission, by the Division of
Exchange has prepared summaries, set
8. Applicants request an exemption Investment Management, under delegated
forth in sections A, B, and C below, of
from sections 17(a)(1) and 17(a)(2) of the authority.
the most significant aspects of such
Act to permit persons that are Affiliated Robert W. Errett, statements.
Persons, or Second Tier Affiliates, of the Deputy Secretary.
Funds, solely by virtue of certain [FR Doc. 2016–21429 Filed 9–6–16; 8:45 am]
A. Self-Regulatory Organization’s
ownership interests, to effectuate Statement of the Purpose of, and
BILLING CODE 8011–01–P
purchases and redemptions in-kind. The Statutory Basis for, the Proposed Rule
deposit procedures for in-kind Change
purchases of Creation Units and the
SECURITIES AND EXCHANGE 1. Purpose
redemption procedures for in-kind
COMMISSION The Exchange proposes to amend the
redemptions of Creation Units will be
the same for all purchases and Fees Schedule. Specifically, the
redemptions and Deposit Instruments [Release No. 34–78741; File No. SR–CBOE– Exchange proposes changes to the Non-
and Redemption Instruments will be 2016–063] Standard Booth Rental Fee in the
valued in the same manner as those Facility Fees section of the Fees
Portfolio Instruments currently held by Self-Regulatory Organizations; Schedule. In general, a ‘‘standard
the Funds. Applicants also seek relief Chicago Board Options Exchange, booth’’ on the Exchange refers to a
from the prohibitions on affiliated Incorporated; Notice of Filing and portion of designated space on the
transactions in section 17(a) to permit a Immediate Effectiveness of a Proposed trading floor of the Exchange adjacent to
Fund to sell its shares to and redeem its Rule Change To Amend the Fees particular trading crowds, which may be
shares from a Fund of Funds, and to Schedule occupied by a Trading Permit Holder
engage in the accompanying in-kind (‘‘TPH’’), clerks, runners, or other
August 31, 2016.
transactions with the Fund of Funds.2 support staff for operational and other
The purchase of Creation Units by a Pursuant to Section 19(b)(1) of the business-related activities. The term
Fund of Funds directly from a Fund will Securities Exchange Act of 1934 (the ‘‘non-standard booth’’ generally refers to
be accomplished in accordance with the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 space on the trading floor of the
policies of the Fund of Funds and will notice is hereby given that on August Exchange that is set off from a trading
be based on the NAVs of the Funds. 19, 2016, Chicago Board Options crowd, which may be rented by a TPH
9. Section 6(c) of the Act permits the Exchange, Incorporated (the ‘‘Exchange’’ for whatever support, office, back-office,
Commission to exempt any persons or or ‘‘CBOE’’) filed with the Securities or any other business-related activities
transactions from any provision of the and Exchange Commission (the for which the TPH may choose to use
‘‘Commission’’) the proposed rule the space.
2 The requested relief would apply to direct sales change as described in Items I, II, and Currently, TPHs that rent non-
of shares in Creation Units by a Fund to a Fund of III below, which Items have been standard booth space on the floor of the
mstockstill on DSK3G9T082PROD with NOTICES

Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a)
prepared by the Exchange. The Exchange pay a monthly fee on a per
for, and the requested relief will not apply to, Commission is publishing this notice to square foot basis for use of the space.
transactions where a Fund could be deemed an solicit comments on the proposed rule The per square foot fee that a TPH pays
Affiliated Person, or a Second-Tier Affiliate, of a change from interested persons. for non-standard booth space is
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control
determined based on the size of the
with an Adviser provides investment advisory 1 15 U.S.C. 78s(b)(1). booth and length of the non-standard
services to that Fund of Funds. 2 17 CFR 240.19b–4. booth lease term that the TPH entered

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Document Created: 2016-09-07 11:50:41
Document Modified: 2016-09-07 11:50:41

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. 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; and (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.
Contact		Kaitlin C. Bottock, Senior Counsel, at (202) 551-8658, or Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 61726