81 FR 7391 - Good Hill Partners LP and Good Hill ETF Trust; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 28 (February 11, 2016)

Page Range		7391-7392
FR Document		2016-02764

Federal Register, Volume 81 Issue 28 (Thursday, February 11, 2016)

[Federal Register Volume 81, Number 28 (Thursday, February 11, 2016)]
[Notices]
[Pages 7391-7392]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-02764]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31986; File No. 812-14505]


Good Hill Partners LP and Good Hill ETF Trust; Notice of 
Application

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

ACTION:  Notice of an application for an order under section 
12(d)(1)(J) of the Investment Company Act of 1940 (the ``Act'') for an 
exemption from sections 12(d)(1)(A), (B), and (C) of the Act and under 
sections 6(c) and 17(b) of the Act for an exemption from sections 
17(a)(1) and (2) of the Act. The requested order would permit certain 
registered open-end investment companies to acquire shares of certain 
registered open-end investment companies, registered closed-end 
investment companies, business development companies, as defined in 
section 2(a)(48) of the Act, and unit investment trusts (collectively, 
``Underlying Funds'') that are within and outside the same group of 
investment companies as the acquiring investment companies, in excess 
of the limits in section 12(d)(1) of the Act.

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Applicants:  Good Hill ETF Trust, a Massachusetts business trust that 
intends to register under the Act as an open-end management investment 
company with multiple series and Good Hill Partners LP, a Delaware 
limited partnership registered as an investment adviser under the 
Investment Advisers Act of 1940.

Filing Dates:  The application was filed on June 30, 2015 and amended 
on October 16, 2015.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 1, 2016 and should be accompanied by proof of 
service on the 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, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: c/o William Hauf, 
Good Hill Partners LP, 1599 Post Road East, Westport, Connecticut 
06880.

FOR FURTHER INFORMATION CONTACT:  Bruce R. MacNeil, Senior Counsel, at 
(202) 551-6817, or James M. Curtis, Branch Chief, at (202) 551-6712 
(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

[[Page 7392]]

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 to permit (a) a Fund \1\ (each a 
``Fund of Funds'') to acquire shares of Underlying Funds \2\ in excess 
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) the 
Underlying Funds that are registered open-end investment companies or 
series thereof, their principal underwriters and any broker or dealer 
registered under the Securities Exchange Act of 1934 to sell shares of 
the Underlying Fund to the Fund of Funds in excess of the limits in 
section 12(d)(1)(B) of the Act.\3\ Applicants also request an order of 
exemption under sections 6(c) and 17(b) of the Act from the prohibition 
on certain affiliated transactions in section 17(a) of the Act to the 
extent necessary to permit the Underlying Funds to sell their shares 
to, and redeem their shares from, the Funds of Funds.\4\ Applicants 
state that such transactions will be consistent with the policies of 
each Fund of Funds and each Underlying Fund and with the general 
purposes of the Act and will be based on the net asset values of the 
Underlying Funds.
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    \1\ Applicants request that the order apply to each existing and 
future series of Good Hill ETF Trust and to each existing and future 
registered open-end investment company or series thereof that is 
advised by Good Hill Partners LP or its successor or by any entity 
controlling, controlled by or under common control with Good Hill 
Partners LP or its successor and is part of the same ``group of 
investment companies'' as Good Hill ETF Trust (each, a ``Fund''). 
For purposes of the requested order, ``successor'' is limited to an 
entity that results from a reorganization into another jurisdiction 
or a change in the type of business organization. For purposes of 
the request for relief, the term ``group of investment companies'' 
means any two or more investment companies, including closed-end 
investment companies and business development companies, that hold 
themselves out to investors as related companies for purposes of 
investment and investor services.
    \2\ Certain of the Underlying Funds have obtained exemptions 
from the Commission necessary to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices 
and, accordingly, to operate as an exchange-traded fund (``ETF'').
    \3\ Applicants represent that a Funds of Funds will not invest 
in reliance on the order in business development companies or 
closed-end investment companies that are not listed and traded on a 
national securities exchange.
    \4\ A Fund of Funds generally would purchase and sell shares of 
an Underlying Fund that operates as an ETF through secondary market 
transactions rather than through principal transactions with the 
Underlying Fund. Applicants nevertheless request relief from section 
17(a) to permit a Fund of Funds to purchase or redeem shares from 
the ETF. A Fund of Funds will purchase and sell shares of an 
Underlying Fund that is a closed-end fund through secondary market 
transactions at market prices rather than through principal 
transactions with the closed-end fund. Accordingly, applicants are 
not requesting section 17(a) relief with respect to transactions in 
shares of closed-end funds (including business development 
companies).
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    2. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions are designed to, among other things, help 
prevent any potential (i) undue influence over an Underlying Fund that 
is not in the same ``group of investment companies'' as the Fund of 
Funds 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), (B), and (C) of the Act.
    3. 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. 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-02764 Filed 2-10-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 7391

market participants can readily favor Commission, 100 F Street NE., under sections 6(c) and 17(b) of the Act
competing venues. Washington, DC 20549–1090. for an exemption from sections 17(a)(1)
In such an environment, the Exchange All submissions should refer to File and (2) of the Act. The requested order
must continually review, and consider Number SR–NYSEARCA–2016–24. This would permit certain registered open-
adjusting, its fees and credits to remain file number should be included on the end investment companies to acquire
competitive with other exchanges. For subject line if email is used. To help the shares of certain registered open-end
the reasons described above, the Commission process and review your investment companies, registered
Exchange believes that the proposed comments more efficiently, please use closed-end investment companies,
rule change reflects this competitive only one method. The Commission will business development companies, as
environment. post all comments on the Commission’s defined in section 2(a)(48) of the Act,
C. Self-Regulatory Organization’s Internet Web site (http://www.sec.gov/ and unit investment trusts (collectively,
Statement on Comments on the rules/sro.shtml). Copies of the ‘‘Underlying Funds’’) that are within
Proposed Rule Change Received From submission, all subsequent and outside the same group of
Members, Participants, or Others amendments, all written statements investment companies as the acquiring
with respect to the proposed rule investment companies, in excess of the
No written comments were solicited limits in section 12(d)(1) of the Act.
change that are filed with the
or received with respect to the proposed
Commission, and all written
rule change. APPLICANTS: Good Hill ETF Trust, a
communications relating to the
III. Date of Effectiveness of the proposed rule change between the Massachusetts business trust that
Proposed Rule Change and Timing for intends to register under the Act as an
Commission and any person, other than
Commission Action open-end management investment
those that may be withheld from the
company with multiple series and Good
The foregoing rule change is effective public in accordance with the
Hill Partners LP, a Delaware limited
upon filing pursuant to Section provisions of 5 U.S.C. 552, will be
partnership registered as an investment
19(b)(3)(A) 9 of the Act and available for Web site viewing and
adviser under the Investment Advisers
subparagraph (f)(2) of Rule 19b–4 10 printing in the Commission’s Public
Act of 1940.
thereunder, because it establishes a due, Reference Room, 100 F Street NE.,
FILING DATES: The application was filed
fee, or other charge imposed by the Washington, DC 20549 on official
business days between the hours of on June 30, 2015 and amended on
Exchange. October 16, 2015.
At any time within 60 days of the 10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for HEARING OR NOTIFICATION OF HEARING:
filing of such proposed rule change, the
Commission summarily may inspection and copying at the principal An order granting the requested relief
temporarily suspend such rule change if office of the Exchange. All comments will be issued unless the Commission
it appears to the Commission that such received will be posted without change; orders a hearing. Interested persons may
action is necessary or appropriate in the the Commission does not edit personal request a hearing by writing to the
public interest, for the protection of identifying information from Commission’s Secretary and serving
investors, or otherwise in furtherance of submissions. You should submit only applicants with a copy of the request,
the purposes of the Act. If the information that you wish to make personally or by mail. Hearing requests
Commission takes such action, the available publicly. All submissions should be received by the Commission
Commission shall institute proceedings should refer to File Number SR– by 5:30 p.m. on March 1, 2016 and
under Section 19(b)(2)(B) 11 of the Act to NYSEARCA–2016–24, and should be should be accompanied by proof of
determine whether the proposed rule submitted on or before March 3, 2016. service on the applicants, in the form of
change should be approved or an affidavit, or, for lawyers, a certificate
For the Commission, by the Division of
disapproved. of service. Pursuant to Rule 0–5 under
Trading and Markets, pursuant to delegated
authority.12 the Act, hearing requests should state
IV. Solicitation of Comments the nature of the writer’s interest, any
Brent J. Fields,
Interested persons are invited to facts bearing upon the desirability of a
Secretary.
submit written data, views, and hearing on the matter, the reason for the
[FR Doc. 2016–02732 Filed 2–10–16; 8:45 am]
arguments concerning the foregoing, request, and the issues contested.
BILLING CODE 8011–01–P Persons who wish to be notified of a
including whether the proposed rule
change is consistent with the Act. hearing may request notification by
Comments may be submitted by any of writing to the Commission’s Secretary.
SECURITIES AND EXCHANGE
the following methods: ADDRESSES: Secretary, U.S. Securities
COMMISSION
Electronic Comments and Exchange Commission, 100 F Street
[Investment Company Act Release No. NE., Washington, DC 20549–1090.
• Use the Commission’s Internet 31986; File No. 812–14505] Applicants: c/o William Hauf, Good Hill
comment form (http://www.sec.gov/ Partners LP, 1599 Post Road East,
rules/sro.shtml); or Good Hill Partners LP and Good Hill Westport, Connecticut 06880.
• Send an email to rule-comments@ ETF Trust; Notice of Application
FOR FURTHER INFORMATION CONTACT:
sec.gov. Please include File Number SR– Bruce R. MacNeil, Senior Counsel, at
February 5, 2016.
NYSEARCA–2016–24 on the subject (202) 551–6817, or James M. Curtis,
AGENCY: Securities and Exchange
line. Branch Chief, at (202) 551–6712
Commission (‘‘Commission’’).
mstockstill on DSK4VPTVN1PROD with NOTICES

Paper Comments ACTION: Notice of an application for an (Division of Investment Management,
• Send paper comments in triplicate order under section 12(d)(1)(J) of the Chief Counsel’s Office).
to Secretary, Securities and Exchange Investment Company Act of 1940 (the SUPPLEMENTARY INFORMATION: The
‘‘Act’’) for an exemption from sections following is a summary of the
9 15 U.S.C. 78s(b)(3)(A). 12(d)(1)(A), (B), and (C) of the Act and application. The complete application
10 17 CFR 240.19b–4(f)(2). may be obtained via the Commission’s
11 15 U.S.C. 78s(b)(2)(B). 12 17 CFR 200.30–3(a)(12). Web site by searching for the file

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Document Created: 2016-02-11 00:03:04
Document Modified: 2016-02-11 00:03:04

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 12(d)(1)(J) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 12(d)(1)(A), (B), and (C) of the Act and under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the Act. The requested order would permit certain registered open-end investment companies to acquire shares of certain registered open-end investment companies, registered closed-end investment companies, business development companies, as defined in section 2(a)(48) of the Act, and unit investment trusts (collectively, ``Underlying Funds'') that are within and outside the same group of investment companies as the acquiring investment companies, in excess of the limits in section 12(d)(1) of the Act.
Dates		The application was filed on June 30, 2015 and amended on October 16, 2015.
Contact		Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or James M. Curtis, Branch Chief, at (202) 551-6712 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 7391