81_FR_63720 81 FR 63541 - Foreside Advisor Services, LLC, et al.; Notice of Application

81 FR 63541 - Foreside Advisor Services, LLC, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 179 (September 15, 2016)

Page Range63541-63543
FR Document2016-22126

Federal Register, Volume 81 Issue 179 (Thursday, September 15, 2016)
[Federal Register Volume 81, Number 179 (Thursday, September 15, 2016)]
[Notices]
[Pages 63541-63543]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-22126]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. IC-32256; 812-14659]


Foreside Advisor Services, LLC, et al.; Notice of Application

September 9, 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:  Foreside Advisor Services, LLC (``FAS''), a Delaware 
Corporation that will be registered as an investment adviser under the 
Investment Advisers Act of 1940, Foreside ETF Trust (``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series, and Foreside Fund 
Services, LLC (``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 6, 2016, and amended on 
August 26, 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 October 4, 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: Three Canal Plaza, Suite 
100, Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Elizabeth G. Miller, Senior Counsel, 
at (202) 551-8707, or Holly Hunter-Ceci, Branch Chief, at (202) 551-
6825 (Division of Investment Management, Chief Counsel's Office).

[[Page 63542]]


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 the new series of 
the Trust as well as to 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 actively-managed ETF. Any Fund will (a) be 
advised by FAS or an entity controlling, controlled by, or under 
common control with FAS (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 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 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 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. 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

[[Page 63543]]

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.
Brent J. Fields,
Secretary.
[FR Doc. 2016-22126 Filed 9-14-16; 8:45 am]
 BILLING CODE 8011-01-P



                                                                         Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices                                             63541

                                                the risks being mitigated by such                       Commission and any person, other than                  redemption proceeds, under certain
                                                charges.                                                those that may be withheld from the                    circumstances, more than seven days
                                                                                                        public in accordance with the                          after the tender of shares for
                                                (C) Clearing Agency’s Statement on
                                                                                                        provisions of 5 U.S.C. 552, will be                    redemption; (d) certain affiliated
                                                Comments on the Proposed Rule
                                                                                                        available for Web site viewing and                     persons of a Fund to deposit securities
                                                Change Received From Members,                                                                                  into, and receive securities from, the
                                                                                                        printing in the Commission’s Public
                                                Participants, or Others                                                                                        Fund in connection with the purchase
                                                                                                        Reference Room, 100 F Street NE.,
                                                  FICC has not received any written                     Washington, DC 20549 on official                       and redemption of Creation Units; (e)
                                                comments relating to this proposal.                     business days between the hours of                     certain registered management
                                                FICC will notify the Commission of any                  10:00 a.m. and 3:00 p.m. Copies of the                 investment companies and unit
                                                written comments received.                              filing also will be available for                      investment trusts outside of the same
                                                                                                        inspection and copying at the principal                group of investment companies as the
                                                III. Date of Effectiveness of the
                                                                                                        office of FICC and on DTCC’s Web site                  Funds (‘‘Funds of Funds’’) to acquire
                                                Proposed Rule Change, and Timing for
                                                                                                        (http://dtcc.com/legal/sec-rule-                       shares of the Funds; and (f) certain
                                                Commission Action
                                                                                                        filings.aspx). All comments received                   Funds (‘‘Feeder Funds’’) to create and
                                                   Within 45 days of the date of                        will be posted without change; the                     redeem Creation Units in-kind in a
                                                publication of this notice in the Federal               Commission does not edit personal                      master-feeder structure.
                                                Register or within such longer period                   identifying information from
                                                up to 90 days (i) as the Commission may                 submissions. You should submit only                    APPLICANTS:    Foreside Advisor Services,
                                                designate if it finds such longer period                information that you wish to make                      LLC (‘‘FAS’’), a Delaware Corporation
                                                to be appropriate and publishes its                     available publicly. All submissions                    that will be registered as an investment
                                                reasons for so finding or (ii) as to which              should refer to File Number SR–FICC–                   adviser under the Investment Advisers
                                                the self-regulatory organization                        2016–006 and should be submitted on                    Act of 1940, Foreside ETF Trust
                                                consents, the Commission will:                          or before October 6, 2016.                             (‘‘Trust’’), a Delaware statutory trust
                                                   (A) By order approve or disapprove                                                                          registered under the Act as an open-end
                                                such proposed rule change, or                             For the Commission, by the Division of
                                                                                                                                                               management investment company with
                                                   (B) institute proceedings to determine               Trading and Markets, pursuant to delegated
                                                                                                        authority.11                                           multiple series, and Foreside Fund
                                                whether the proposed rule change                                                                               Services, LLC (‘‘Distributor’’), a
                                                should be disapproved.                                  Brent J. Fields,
                                                                                                                                                               Delaware limited liability company and
                                                                                                        Secretary.
                                                IV. Solicitation of Comments                                                                                   broker-dealer registered under the
                                                                                                        [FR Doc. 2016–22156 Filed 9–14–16; 8:45 am]            Securities Exchange Act of 1934
                                                  Interested persons are invited to                     BILLING CODE 8011–01–P                                 (‘‘Exchange Act’’).
                                                submit written data, views and                                                                                 FILING DATES: The application was filed
                                                arguments concerning the foregoing,                                                                            on June 6, 2016, and amended on
                                                including whether the proposed rule                     SECURITIES AND EXCHANGE
                                                                                                                                                               August 26, 2016.
                                                change is consistent with the Act.                      COMMISSION
                                                                                                                                                               HEARING OR NOTIFICATION OF HEARING:
                                                Comments may be submitted by any of                     [Investment Company Act Release No. IC–
                                                the following methods:                                                                                         An order granting the requested relief
                                                                                                        32256; 812–14659]                                      will be issued unless the Commission
                                                Electronic Comments                                                                                            orders a hearing. Interested persons may
                                                                                                        Foreside Advisor Services, LLC, et al.;
                                                  • Use the Commission’s Internet                                                                              request a hearing by writing to the
                                                                                                        Notice of Application
                                                comment form (http://www.sec.gov/                                                                              Commission’s Secretary and serving
                                                rules/sro.shtml); or                                    September 9, 2016.                                     applicants with a copy of the request,
                                                  • Send an email to rule-comments@                                                                            personally or by mail. Hearing requests
                                                sec.gov. Please include File Number SR–                 AGENCY:    Securities and Exchange                     should be received by the Commission
                                                FICC–2016–006 on the subject line.                      Commission (‘‘Commission’’).                           by 5:30 p.m. on October 4, 2016, and
                                                                                                        ACTION: Notice of an application for an                should be accompanied by proof of
                                                Paper Comments                                                                                                 service on applicants, in the form of an
                                                                                                        order under section 6(c) of the
                                                  • Send paper comments in triplicate                   Investment Company Act of 1940 (the                    affidavit, or for lawyers, a certificate of
                                                to Secretary, Securities and Exchange                   ‘‘Act’’) for an exemption from sections                service. Pursuant to rule 0–5 under the
                                                Commission, 100 F Street NE.,                           2(a)(32), 5(a)(1), 22(d), and 22(e) of the             Act, hearing requests should state the
                                                Washington, DC 20549.                                   Act and rule 22c–1 under the Act, under                nature of the writer’s interest, any facts
                                                All submissions should refer to File                    sections 6(c) and 17(b) of the Act for an              bearing upon the desirability of a
                                                Number SR–FICC–2016–006. This file                      exemption from sections 17(a)(1) and                   hearing on the matter, the reason for the
                                                number should be included on the                        17(a)(2) of the Act, and under section                 request, and the issues contested.
                                                subject line if email is used. To help the              12(d)(1)(J) for an exemption from                      Persons who wish to be notified of a
                                                Commission process and review your                      sections 12(d)(1)(A) and 12(d)(1)(B) of                hearing may request notification by
                                                comments more efficiently, please use                   the Act. The requested order would                     writing to the Commission’s Secretary.
                                                only one method. The Commission will                    permit (a) actively-managed series of                  ADDRESSES: Secretary, Securities and
                                                post all comments on the Commission’s                   certain open-end management                            Exchange Commission, 100 F Street,
                                                Internet Web site (http://www.sec.gov/                  investment companies (‘‘Funds’’) to                    NE., Washington, DC 20549–1090;
                                                rules/sro.shtml). Copies of the                                                                                Applicants: Three Canal Plaza, Suite
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                        issue shares redeemable in large
                                                submission, all subsequent                              aggregations only (‘‘Creation Units’’); (b)            100, Portland, ME 04101.
                                                amendments, all written statements                      secondary market transactions in Fund                  FOR FURTHER INFORMATION CONTACT:
                                                with respect to the proposed rule                       shares to occur at negotiated market                   Elizabeth G. Miller, Senior Counsel, at
                                                change that are filed with the                          prices rather than at net asset value                  (202) 551–8707, or Holly Hunter-Ceci,
                                                Commission, and all written                             (‘‘NAV’’); (c) certain Funds to pay                    Branch Chief, at (202) 551–6825
                                                communications relating to the                                                                                 (Division of Investment Management,
                                                proposed rule change between the                          11 17   CFR 200.30–3(a)(12).                         Chief Counsel’s Office).


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                                                63542                     Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices

                                                SUPPLEMENTARY INFORMATION:    The                          4. Because shares will not be                         8. Applicants request an exemption
                                                following is a summary of the                           individually redeemable, applicants                   from sections 17(a)(1) and 17(a)(2) of the
                                                application. The complete application                   request an exemption from section                     Act to permit persons that are Affiliated
                                                may be obtained via the Commission’s                    5(a)(1) and section 2(a)(32) of the Act               Persons, or Second Tier Affiliates, of the
                                                Web site by searching for the file                      that would permit the Funds to register               Funds, solely by virtue of certain
                                                number, or for an applicant using the                   as open-end management investment                     ownership interests, to effectuate
                                                Company name box, at http://                            companies and issue shares that are                   purchases and redemptions in-kind. The
                                                www.sec.gov/search/search.htm or by                     redeemable in Creation Units only.                    deposit procedures for in-kind
                                                calling (202) 551–8090.                                    5. Applicants also request an                      purchases of Creation Units and the
                                                                                                        exemption from section 22(d) of the Act               redemption procedures for in-kind
                                                Summary of the Application                              and rule 22c–1 under the Act as                       redemptions of Creation Units will be
                                                   1. Applicants request an order that                  secondary market trading in shares will               the same for all purchases and
                                                would allow Funds to operate as                         take place at negotiated prices, not at a             redemptions and Deposit Instruments
                                                actively-managed exchange traded                        current offering price described in a                 and Redemption Instruments will be
                                                funds (‘‘ETFs’’).1 Fund shares will be                  Fund’s prospectus, and not at a price                 valued in the same manner as those
                                                purchased and redeemed at their NAV                     based on NAV. Applicants state that (a)               Portfolio Instruments currently held by
                                                in Creation Units only. All orders to                   secondary market trading in shares does               the Funds. Applicants also seek relief
                                                purchase Creation Units and all                         not involve a Fund as a party and will                from the prohibitions on affiliated
                                                redemption requests will be placed by                   not result in dilution of an investment               transactions in section 17(a) to permit a
                                                or through an ‘‘Authorized Participant’’,               in shares, and (b) to the extent different            Fund to sell its shares to and redeem its
                                                which will have signed a participant                    prices exist during a given trading day,              shares from a Fund of Funds, and to
                                                agreement with the Distributor. Shares                  or from day to day, such variances occur              engage in the accompanying in-kind
                                                will be listed and traded individually on               as a result of third-party market forces,             transactions with the Fund of Funds.2
                                                a national securities exchange, where                   such as supply and demand. Therefore,                 The purchase of Creation Units by a
                                                share prices will be based on the current               applicants assert that secondary market               Fund of Funds directly from a Fund will
                                                bid/offer market. Certain Funds may                     transactions in shares will not lead to               be accomplished in accordance with the
                                                operate as Feeder Funds in a master-                    discrimination or preferential treatment              policies of the Fund of Funds and will
                                                feeder structure. Any order granting the                among purchasers. Finally, applicants                 be based on the NAVs of the Funds.
                                                requested relief would be subject to the                represent that share market prices will                  9. Applicants also request relief to
                                                terms and conditions stated in the                      be disciplined by arbitrage                           permit a Feeder Fund to acquire shares
                                                application.                                            opportunities, which should prevent                   of another registered investment
                                                   2. Each Fund will consist of a                       shares from trading at a material                     company managed by the Adviser
                                                portfolio of securities and other assets                discount or premium from NAV.                         having substantially the same
                                                and investment positions (‘‘Portfolio                      6. With respect to Funds that hold                 investment objectives as the Feeder
                                                Instruments’’). Each Fund will disclose                 non-U.S. Portfolio Instruments and that               Fund (‘‘Master Fund’’) beyond the
                                                on its Web site the identities and                      effect creations and redemptions of                   limitations in section 12(d)(1)(A) and
                                                quantities of the Portfolio Instruments                 Creation Units in kind, applicants                    permit the Master Fund, and any
                                                that will form the basis for the Fund’s                 request relief from the requirement                   principal underwriter for the Master
                                                calculation of NAV at the end of the                    imposed by section 22(e) in order to                  Fund, to sell shares of the Master Fund
                                                day.                                                    allow such Funds to pay redemption                    to the Feeder Fund beyond the
                                                   3. Shares will be purchased and                      proceeds within fifteen calendar days                 limitations in section 12(d)(1)(B).
                                                redeemed in Creation Units and                          following the tender of Creation Units                   10. Section 6(c) of the Act permits the
                                                generally on an in-kind basis. Except                   for redemption. Applicants assert that                Commission to exempt any persons or
                                                where the purchase or redemption will                   the requested relief would not be                     transactions from any provision of the
                                                include cash under the limited                          inconsistent with the spirit and intent of            Act if such exemption is necessary or
                                                circumstances specified in the                          section 22(e) to prevent unreasonable,                appropriate in the public interest and
                                                application, purchasers will be required                undisclosed or unforeseen delays in the               consistent with the protection of
                                                to purchase Creation Units by                           actual payment of redemption proceeds.                investors and the purposes fairly
                                                depositing specified instruments                           7. Applicants request an exemption to              intended by the policy and provisions of
                                                (‘‘Deposit Instruments’’), and                          permit Funds of Funds to acquire Fund                 the Act. Section 12(d)(1)(J) of the Act
                                                shareholders redeeming their shares                     shares beyond the limits of section                   provides that the Commission may
                                                will receive specified instruments                      12(d)(1)(A) of the Act; and the Funds,                exempt any person, security, or
                                                (‘‘Redemption Instruments’’). The                       and any principal underwriter for the                 transaction, or any class or classes of
                                                Deposit Instruments and the                             Funds, and/or any broker or dealer                    persons, securities, or transactions, from
                                                Redemption Instruments will each                        registered under the Exchange Act, to                 any provision of section 12(d)(1) if the
                                                correspond pro rata to the positions in                 sell shares to Funds of Funds beyond                  exemption is consistent with the public
                                                the Fund’s portfolio (including cash                    the limits of section 12(d)(1)(B) of the              interest and the protection of investors.
                                                positions) except as specified in the                   Act. The application’s terms and                      Section 17(b) of the Act authorizes the
                                                application.                                            conditions are designed to, among other               Commission to grant an order
                                                                                                        things, help prevent any potential (i)
                                                   1 Applicants request that the order apply to the     undue influence over a Fund through                      2 The requested relief would apply to direct sales

                                                new series of the Trust as well as to additional        control or voting power, or in                        of shares in Creation Units by a Fund to a Fund of
sradovich on DSK3GMQ082PROD with NOTICES




                                                series of the Trust and any other open-end                                                                    Funds and redemptions of those shares. Applicants,
                                                management investment company or series thereof
                                                                                                        connection with certain services,                     moreover, are not seeking relief from section 17(a)
                                                that may be created in the future (each, included       transactions, and underwritings, (ii)                 for, and the requested relief will not apply to,
                                                in the term ‘‘Fund’’), each of which will operate as    excessive layering of fees, and (iii)                 transactions where a Fund could be deemed an
                                                an actively-managed ETF. Any Fund will (a) be           overly complex fund structures, which                 Affiliated Person, or a Second-Tier Affiliate, of a
                                                advised by FAS or an entity controlling, controlled                                                           Fund of Funds because an Adviser or an entity
                                                by, or under common control with FAS (each, an
                                                                                                        are the concerns underlying the limits                controlling, controlled by or under common control
                                                ‘‘Adviser’’) and (b) comply with the terms and          in sections 12(d)(1)(A) and (B) of the                with an Adviser provides investment advisory
                                                conditions of the application.                          Act.                                                  services to that Fund of Funds.



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                                                                         Federal Register / Vol. 81, No. 179 / Thursday, September 15, 2016 / Notices                                                 63543

                                                permitting a transaction otherwise                      30 days of ‘‘when a person associated                 must be filed by member firms when
                                                prohibited by section 17(a) if it finds                 with that ETP Holder terminates their                 they terminate the association of a
                                                that (a) the terms of the proposed                      [sic] affiliation with an ETP Holder’’;               registered person, or employee. The
                                                transaction are fair and reasonable and                 Rule 2.21(i) requires an ETP Holder to                Form U5 includes the reason for
                                                do not involve overreaching on the part                 file a Form U5 and any amendment                      termination of the registered person,
                                                of any person concerned; (b) the                        thereto within 30 business days of the                which is important when a firm has
                                                proposed transaction is consistent with                 termination date, ‘‘when a person’s                   terminated a registered person for cause.
                                                the policies of each registered                         employment by such ETP Holder                         State regulators use the information on
                                                investment company involved; and (c)                    terminates.’’                                         Form U5 to determine whether to
                                                the proposed transaction is consistent                     The Exchange proposed to amend                     approve requests by a firm to have an
                                                with the general purposes of the Act.                   these two rules to make the time frame                associated person registered in a
                                                                                                        within which a Form U5 must be                        particular state. Broker-dealer firms
                                                  For the Commission, by the Division of
                                                Investment Management, under delegated                  submitted the same. As revised, an ETP                review the information on Form U5
                                                authority.                                              Holder must promptly file a Form U5                   when they are deciding whether to hire
                                                Brent J. Fields,
                                                                                                        with the Central Registration Depository              a registered person. Therefore, the
                                                                                                        (‘‘CRD’’), but not later than 30 calendar             sooner the Form U5 is filed the sooner
                                                Secretary.
                                                                                                        days after the date of termination of a               regulators and broker-dealers will have
                                                [FR Doc. 2016–22126 Filed 9–14–16; 8:45 am]
                                                                                                        person associated with the ETP Holder                 access to the information. Thus,
                                                BILLING CODE 8011–01–P                                  or of an employee, as applicable. The                 shortening the time within which a
                                                                                                        proposed rule change also requires that               Form U5 must be submitted, so that
                                                                                                        any amendment to a Form U5 be filed                   regulators and broker-dealers can have
                                                SECURITIES AND EXCHANGE                                 promptly with CRD, but not later than                 access to the information sooner, would
                                                COMMISSION                                              30 calendar days after learning of the                remove impediments to, and perfect the
                                                [Release No. 34–78809; File No. SR–                     facts or circumstances giving rise to the             mechanism of, a free and open market
                                                NYSEArca–2016–104]                                      amendment. Finally, the proposed rule                 and protect investors and the public
                                                                                                        change requires that all Forms U5 be                  interest. For these reasons, the
                                                Self-Regulatory Organizations; NYSE                     provided to the terminated person                     Commission believes that the proposed
                                                Arca, Inc.; Order Approving Proposed                    concurrently with filing with CRD. This               rule change is consistent with the Act.
                                                Rule Change Amending NYSE Arca                          last requirement is new but is consistent
                                                Equities Rules 2.16(c) and 2.21(i)                      with the rules of other SROs.                         IV. Conclusion
                                                Regarding the Timing for Submission                                                                             It Is Therefore Ordered, pursuant to
                                                of a Uniform Termination Notice for                     III. Discussion and Commission                        Section 19(b)(2) of the Act,8 that the
                                                Securities Industry Registration                        Findings                                              proposed rule change (SR–NYSEArca–
                                                (‘‘Form U5’’) by an ETP Holder                             After careful review, the Commission               2016–104) be, and hereby is, approved.
                                                                                                        finds that the proposed rule change is                  For the Commission, by the Division of
                                                September 9, 2016.                                      consistent with the requirements of the               Trading and Markets, pursuant to delegated
                                                I. Introduction                                         Act and the rules and regulations                     authority.9
                                                                                                        thereunder applicable to a national                   Brent J. Fields,
                                                   On July 14, 2016, NYSE Arca, Inc.
                                                                                                        securities exchange.5 In particular, the              Secretary.
                                                (‘‘Exchange’’) filed with the Securities
                                                                                                        Commission finds that the proposed
                                                and Exchange Commission                                                                                       [FR Doc. 2016–22158 Filed 9–14–16; 8:45 am]
                                                                                                        rule change is consistent with Section
                                                (‘‘Commission’’), pursuant to Section                   6(b) of the Act,6 in general, and with the
                                                                                                                                                              BILLING CODE 8011–01–P
                                                19(b)(1) 1 of the Securities Exchange Act               objectives of Section 6(b)(5),7 in
                                                of 1934 (‘‘Act’’) 2 and Rule 19b–4                      particular, which requires, among other
                                                thereunder,3 a proposed rule change to                                                                        SECURITIES AND EXCHANGE
                                                                                                        things, that the rules of a national                  COMMISSION
                                                amend NYSE Arca Equities Rules 2.16,                    securities exchange be designed to
                                                Amendments to ETP Documents, and                        prevent fraudulent and manipulative                   [Release No. 34–78804; File No. SR–
                                                2.21, Employees of ETP Holders                          acts and practices, to remove                         NYSEMKT–2016–58]
                                                Registration. The proposed rule change                  impediments to, and perfect the
                                                was published for comment in the                                                                              Self-Regulatory Organizations; NYSE
                                                                                                        mechanism of, a free and open market
                                                Federal Register on July 27, 2016.4 The                                                                       Arca, Inc.; Order Instituting
                                                                                                        and, in general, to protect investors and
                                                Commission received no comment                                                                                Proceedings to Determine Whether To
                                                                                                        the public interest.
                                                letters on the proposed rule change.                       The Commission notes that the                      Approve or Disapprove Proposed Rule
                                                This order approves the proposed rule                   change to Rule 2.21 shortens the time                 Change, as Modified by Amendment
                                                change.                                                 within which the Form U5 must be                      No. 1, Relating to Amendments to
                                                                                                        submitted from 30 business days to 30                 NYSE MKT Rules 1600 et seq. and the
                                                II. Description of the Proposed Rule                                                                          Listing Rules Applicable to the Shares
                                                Change                                                  calendar days. (The change to Rule 2.16
                                                                                                        merely adds ‘‘calendar’’ to modify the                of the Nuveen Diversified Commodity
                                                   The Exchange currently has two                       number of days. The Exchange made                     Fund and the Nuveen Long/Short
                                                different requirements in its rules                     this change so that the two rules would               Commodity Total Return Fund
                                                governing when a Form U5 must be                        be consistent.) Shortening the time                   September 9, 2016.
                                                filed: NYSE Arca Equities Rule 2.16(c)                  within which a Form U5 must be
sradovich on DSK3GMQ082PROD with NOTICES




                                                requires an ETP Holder to file a Form                                                                            On May 24, 2016, NYSE MKT LLC
                                                                                                        submitted is important, as the Form U5                (‘‘Exchange’’) filed with the Securities
                                                U5 and any amendment thereto within
                                                                                                                                                              and Exchange Commission
                                                                                                          5 In approving this proposed rule change, the
                                                  1 15  U.S.C. 78s(b)(1).                                                                                     (‘‘Commission’’), pursuant to Section
                                                                                                        Commission has considered the proposed rule’s
                                                   2 15 U.S.C. 78a.                                     impact on efficiency, competition, and capital        19(b)(1) of the Securities Exchange Act
                                                   3 17 CFR 240.19b–4.                                  formation. See 15 U.S.C. 78c(f).
                                                   4 See Securities Exchange Act Release No. 78383        6 15 U.S.C. 78f(b).                                   8 15   U.S.C. 78s(b)(2).
                                                (July 21, 2016), 81 FR 49309 (‘‘Notice’’).                7 15 U.S.C. 78f(b)(5).                                9 17   CFR 200.30–3(a)(12).



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Document Created: 2018-02-09 13:18:36
Document Modified: 2018-02-09 13:18:36
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 6, 2016, and amended on August 26, 2016.
ContactElizabeth G. Miller, Senior Counsel, at (202) 551-8707, or Holly Hunter-Ceci, Branch Chief, at (202) 551- 6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 63541 

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