81_FR_7648 81 FR 7619 - State Farm Associates' Funds Trust, et al.; Notice of Application

81 FR 7619 - State Farm Associates' Funds Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 29 (February 12, 2016)

Page Range7619-7620
FR Document2016-02834

Federal Register, Volume 81 Issue 29 (Friday, February 12, 2016) 
[Federal Register Volume 81, Number 29 (Friday, February 12, 2016)]
[Notices]
[Pages 7619-7620]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-02834]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31988; File No. 812-14558]


State Farm Associates' Funds Trust, et al.; Notice of Application

February 8, 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, and registered 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: State Farm Associates' Funds Trust, State Farm Mutual 
Fund Trust and State Farm Variable Product Trust, each a Delaware 
statutory trust and registered under the Act as an open-end management 
investment company with multiple series (each, a ``Trust''); State Farm 
Investment Management Corp. (``SFIMC''), a Delaware Corporation 
registered as an investment adviser under the Investment Advisers Act 
of 1940; and State Farm VP Management Corp., a Delaware corporation, 
registered as a broker-dealer under the Securities Exchange Act of 1934 
(``Exchange Act'').

DATES: Filing Dates: The application was filed on October 2, 2015, and 
amended on January 5, 2016.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 4, 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: Brent J. Fields, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: c/
o Mr. David Moore, State Farm Investment Management Corp., One State 
Farm Plaza, Bloomington, IL 61710-0001.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, at 
(202) 551-6811, 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 to permit (a) a Fund \1\ (each a 
``Fund of

[[Page 7620]]

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 Exchange Act 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 the Trusts and to each existing and future 
registered open-end investment company or series thereof that is 
advised by SFIMC or its successor or by any entity controlling, 
controlled by or under common control with SFIMC or its successor 
and is part of the same ``group of investment companies'' as the 
Trusts (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 
registered investment companies, including closed-end investment 
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 do not request relief for the Funds of Funds to 
invest in reliance on the order in 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.
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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.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-02834 Filed 2-11-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 29 / Friday, February 12, 2016 / Notices 7619 19(b)(3)(A)(iii) of the Act 6 and available for Web site viewing and Corp. (‘‘SFIMC’’), a Delaware subparagraph (f)(6) of Rule 19b–4 printing in the Commission’s Public Corporation registered as an investment thereunder.7 Reference Room, 100 F Street NE., adviser under the Investment Advisers At any time within 60 days of the Washington, DC 20549, on official Act of 1940; and State Farm VP filing of the proposed rule change, the business days between the hours of Management Corp., a Delaware Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of the corporation, registered as a broker- temporarily suspend such rule change if filing also will be available for dealer under the Securities Exchange it appears to the Commission that such inspection and copying at the principal Act of 1934 (‘‘Exchange Act’’). action is: (i) Necessary or appropriate in office of the Exchange. All comments DATES: Filing Dates: The application was the public interest; (ii) for the protection received will be posted without change; filed on October 2, 2015, and amended of investors; or (iii) otherwise in the Commission does not edit personal on January 5, 2016. furtherance of the purposes of the Act. identifying information from Hearing or Notification of Hearing: An If the Commission takes such action, the submissions. You should submit only order granting the requested relief will Commission shall institute proceedings information that you wish to make be issued unless the Commission orders to determine whether the proposed rule available publicly. All submissions a hearing. Interested persons may should be approved or disapproved. should refer to File Number SR–Phlx– request a hearing by writing to the 2016–16 and should be submitted on or Commission’s Secretary and serving IV. Solicitation of Comments before March 4, 2016. applicants with a copy of the request, Interested persons are invited to For the Commission, by the Division of personally or by mail. Hearing requests submit written data, views, and Trading and Markets, pursuant to delegated should be received by the Commission arguments concerning the foregoing, authority.8 by 5:30 p.m. on March 4, 2016 and including whether the proposed rule Robert W. Errett, should be accompanied by proof of change is consistent with the Act. Deputy Secretary. service on the applicants, in the form of Comments may be submitted by any of [FR Doc. 2016–02836 Filed 2–11–16; 8:45 am] an affidavit, or, for lawyers, a certificate the following methods: BILLING CODE 8011–01–P of service. Pursuant to Rule 0–5 under Electronic Comments the Act, hearing requests should state the nature of the writer’s interest, any • Use the Commission’s Internet SECURITIES AND EXCHANGE facts bearing upon the desirability of a comment form (http://www.sec.gov/ COMMISSION hearing on the matter, the reason for the rules/sro.shtml); or request, and the issues contested. • Send an email to rule-comments@ [Investment Company Act Release No. 31988; File No. 812–14558] Persons who wish to be notified of a sec.gov. Please include File Number SR– hearing may request notification by Phlx–2016–16 on the subject line. State Farm Associates’ Funds Trust, et writing to the Commission’s Secretary. Paper Comments al.; Notice of Application ADDRESSES: Brent J. Fields, Secretary, • Send paper comments in triplicate February 8, 2016. U.S. Securities and Exchange to Secretary, Securities and Exchange AGENCY: Securities and Exchange Commission, 100 F Street NE., Commission, 100 F Street NE., Commission (‘‘Commission’’). Washington, DC 20549–1090. Washington, DC 20549–1090. ACTION: Notice of an application for an Applicants: c/o Mr. David Moore, State All submissions should refer to File order under section 12(d)(1)(J) of the Farm Investment Management Corp., Number SR–Phlx–2016–16. This file Investment Company Act of 1940 (the One State Farm Plaza, Bloomington, IL number should be included on the ‘‘Act’’) for an exemption from sections 61710–0001. subject line if email is used. To help the 12(d)(1)(A), (B), and (C) of the Act and FOR FURTHER INFORMATION CONTACT: Jean Commission process and review your under sections 6(c) and 17(b) of the Act E. Minarick, Senior Counsel, at (202) comments more efficiently, please use for an exemption from sections 17(a)(1) 551–6811, or Daniele Marchesani, only one method. The Commission will and (2) of the Act. The requested order Branch Chief, at (202) 551–6821 post all comments on the Commission’s would permit certain registered open- (Division of Investment Management, Internet Web site (http://www.sec.gov/ end investment companies to acquire Chief Counsel’s Office). rules/sro.shtml). Copies of the shares of certain registered open-end SUPPLEMENTARY INFORMATION: The submission, all subsequent investment companies, registered following is a summary of the amendments, all written statements closed-end investment companies, and application. The complete application with respect to the proposed rule registered unit investment trusts may be obtained via the Commission’s change that are filed with the (collectively, ‘‘Underlying Funds’’) that Web site by searching for the file Commission, and all written are within and outside the same group number, or for an applicant using the communications relating to the of investment companies as the Company name box, at http:// proposed rule change between the acquiring investment companies, in www.sec.gov/search/search.htm, or by Commission and any person, other than excess of the limits in section 12(d)(1) calling (202) 551–8090. those that may be withheld from the of the Act. public in accordance with the Summary of the Application Applicants: State Farm Associates’ 1. Applicants request an order to provisions of 5 U.S.C. 552, will be asabaliauskas on DSK9F6TC42PROD with NOTICES2 Funds Trust, State Farm Mutual Fund permit (a) a Fund 1 (each a ‘‘Fund of 6 15 U.S.C. 78s(b)(3)(a)(iii). Trust and State Farm Variable Product 7 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– Trust, each a Delaware statutory trust 1 Applicants request that the order apply to each 4(f)(6) requires a self-regulatory organization to give and registered under the Act as an open- existing and future series of the Trusts and to each the Commission written notice of its intent to file end management investment company existing and future registered open-end investment the proposed rule change at least five business days with multiple series (each, a ‘‘Trust’’); company or series thereof that is advised by SFIMC prior to the date of filing of the proposed rule or its successor or by any entity controlling, change, or such shorter time as designated by the State Farm Investment Management controlled by or under common control with SFIMC Commission. The Exchange has satisfied this or its successor and is part of the same ‘‘group of requirement. 8 17 CFR 200.30–3(a)(12). Continued VerDate Sep<11>2014 17:38 Feb 11, 2016 Jkt 238001 PO 00000 Frm 00123 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1

7620 Federal Register / Vol. 81, No. 29 / Friday, February 12, 2016 / Notices Funds’’) to acquire shares of Underlying are the concerns underlying the limits publishing this notice to solicit Funds 2 in excess of the limits in in sections 12(d)(1)(A), (B), and (C) of comments on the proposed rule change sections 12(d)(1)(A) and (C) of the Act the Act. from interested persons. and (b) the Underlying Funds that are 3. Section 12(d)(1)(J) of the Act provides that the Commission may I. Self-Regulatory Organization’s registered open-end investment exempt any person, security, or Statement of the Terms of Substance of companies or series thereof, their principal underwriters and any broker transaction, or any class or classes of the Proposed Rule Change or dealer registered under the Exchange persons, securities, or transactions, from Nasdaq proposes to add NextShares to Act to sell shares of the Underlying any provision of section 12(d)(1) if the the list of securities eligible to be Fund to the Fund of Funds in excess of exemption is consistent with the public Qualified Securities under the Lead the limits in section 12(d)(1)(B) of the interest and the protection of investors. Market Maker Program of Rule 7014(f) Act.3 Applicants also request an order of Section 17(b) of the Act authorizes the and to make a technical change to the exemption under sections 6(c) and 17(b) Commission to grant an order rule. Nasdaq will implement the of the Act from the prohibition on permitting a transaction otherwise proposed rule change on February 26, certain affiliated transactions in section prohibited by section 17(a) if it finds 2016. 17(a) of the Act to the extent necessary that (a) the terms of the proposed The text of the proposed rule change to permit the Underlying Funds to sell transaction are fair and reasonable and is available on the Nasdaq’s Web site at their shares to, and redeem their shares do not involve overreaching on the part http://nasdaq.cchwallstreet.com, at the from, the Funds of Funds.4 Applicants of any person concerned; (b) the principal office of Nasdaq, and at the state that such transactions will be proposed transaction is consistent with Commission’s Public Reference Room. consistent with the policies of each the policies of each registered II. Self-Regulatory Organization’s Fund of Funds and each Underlying investment company involved; and (c) the proposed transaction is consistent Statement of the Purpose of, and Fund and with the general purposes of Statutory Basis for, the Proposed Rule the Act and will be based on the net with the general purposes of the Act. Section 6(c) of the Act permits the Change asset values of the Underlying Funds. 2. Applicants agree that any order Commission to exempt any persons or In its filing with the Commission, granting the requested relief will be transactions from any provision of the Nasdaq included statements concerning subject to the terms and conditions Act if such exemption is necessary or the purpose of and basis for the stated in the application. Such terms appropriate in the public interest and proposed rule change and discussed any and conditions are designed to, among consistent with the protection of comments it received on the proposed other things, help prevent any potential investors and the purposes fairly rule change. The text of these statements (i) undue influence over an Underlying intended by the policy and provisions of may be examined at the places specified Fund that is not in the same ‘‘group of the Act. in Item IV below. Nasdaq has prepared investment companies’’ as the Fund of For the Commission, by the Division of summaries, set forth in sections A, B, Funds through control or voting power, Investment Management, pursuant to and C below, of the most significant or in connection with certain services, delegated authority. aspects of such statements. transactions, and underwritings, (ii) Robert W. Errett, A. Self-Regulatory Organization’s excessive layering of fees, and (iii) Deputy Secretary. Statement of the Purpose of, and overly complex fund structures, which [FR Doc. 2016–02834 Filed 2–11–16; 8:45 am] Statutory Basis for, the Proposed Rule BILLING CODE 8011–01–P Change investment companies’’ as the Trusts (each, a ‘‘Fund’’). For purposes of the requested order, 1. Purpose ‘‘successor’’ is limited to an entity that results from a reorganization into another jurisdiction or a SECURITIES AND EXCHANGE Background change in the type of business organization. For COMMISSION purposes of the request for relief, the term ‘‘group Nasdaq is proposing to include of investment companies’’ means any two or more [Release No. 34–77080; File No. SR– NextShares, listed under Rule 5745, to registered investment companies, including closed- NASDAQ–2016–019] the list of securities eligible to be treated end investment companies, that hold themselves as a Qualified Security under the Lead out to investors as related companies for purposes Self-Regulatory Organizations; The Market Maker (‘‘LMM’’) Program of Rule of investment and investor services. NASDAQ Stock Market LLC; Notice of 2 Certain of the Underlying Funds have obtained 7014(f). Filing and Immediate Effectiveness of The LMM Program is designed to exemptions from the Commission necessary to permit their shares to be listed and traded on a Proposed Rule Change To Include provide incentive to market makers to national securities exchange at negotiated prices NextShares in the Lead Market Maker make markets in certain relatively and, accordingly, to operate as an exchange-traded Program illiquid exchange-traded products fund (‘‘ETF’’). 3 Applicants do not request relief for the Funds February 8, 2016. (‘‘ETPs’’). To achieve this goal, Nasdaq of Funds to invest in reliance on the order in Pursuant to Section 19(b)(1) of the provides credits to a designated LMM closed-end investment companies that are not listed Securities Exchange Act of 1934 for execution of a Qualified Security. and traded on a national securities exchange. 4 A Fund of Funds generally would purchase and (‘‘Act’’),1 and Rule 19b–4 thereunder,2 Under Rule 7014(f)(1), a security may be sell shares of an Underlying Fund that operates as notice is hereby given that on February designated as a ‘‘Qualified Security’’ if: an ETF through secondary market transactions 2, 2016, The NASDAQ Stock Market (A) It is an exchange-traded fund or asabaliauskas on DSK9F6TC42PROD with NOTICES2 rather than through principal transactions with the LLC (‘‘Nasdaq’’) filed with the Securities index-linked security listed on Nasdaq Underlying Fund. Applicants nevertheless request pursuant to Nasdaq Rules 5705, 5710, relief from section 17(a) to permit a Fund of Funds and Exchange Commission (‘‘SEC’’ or to purchase or redeem shares from the ETF. A Fund ‘‘Commission’’) the proposed rule 5720, or 5735; and (B) it has at least one of Funds will purchase and sell shares of an change as described in Items I and II LMM. Underlying Fund that is a closed-end fund through below, which Items have been prepared An LMM is a registered Nasdaq secondary market transactions at market prices market maker for a Qualified Security rather than through principal transactions with the by Nasdaq. The Commission is closed-end fund. Accordingly, applicants are not that has committed to maintain requesting section 17(a) relief with respect to 1 15 U.S.C. 78s(b)(1). minimum performance standards, transactions in shares of closed-end funds. 2 17 CFR 240.19b–4. which are based on certain percentages VerDate Sep<11>2014 17:38 Feb 11, 2016 Jkt 238001 PO 00000 Frm 00124 Fmt 4703 Sfmt 4703 E:\FR\FM\12FEN1.SGM 12FEN1


Document Created: 2016-02-12 01:24:33
Document Modified: 2016-02-12 01:24:33
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 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, and registered 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.
ContactJean E. Minarick, Senior Counsel, at (202) 551-6811, or Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation81 FR 7619 
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