81 FR 88300 - CWM Advisors, LLC, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 235 (December 7, 2016)

Page Range		88300-88302
FR Document		2016-29301

Federal Register, Volume 81 Issue 235 (Wednesday, December 7, 2016)

[Federal Register Volume 81, Number 235 (Wednesday, December 7, 2016)]
[Notices]
[Pages 88300-88302]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-29301]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32375; 812-14685]


CWM Advisors, LLC, et al.; Notice of Application

December 1, 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

[[Page 88301]]

the Act. The requested order would permit (a) index-based series of 
certain open-end management investment companies (``Funds'') to issue 
shares redeemable in large aggregations only (``Creation Units''); (b) 
secondary market transactions in Fund shares to occur at negotiated 
market prices rather than at net asset value (``NAV''); (c) certain 
Funds to pay redemption proceeds, under certain circumstances, more 
than seven days after the tender of shares for redemption; (d) certain 
affiliated persons of a Fund to deposit securities into, and receive 
securities from, the Fund in connection with the purchase and 
redemption of Creation Units; and (e) certain registered management 
investment companies and unit investment trusts outside of the same 
group of investment companies as the Funds (``Funds of Funds'') to 
acquire shares of the Funds.

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    Applicants: CWM Advisors, LLC (``CWM''), a California limited 
liability company registered as an investment adviser under the 
Investment Advisers Act of 1940 and Northern Lights Fund Trust IV 
(``Trust''), a Delaware statutory trust registered under the Act as an 
open-end management investment company with multiple series.
    Filing Dates: The application was filed on August 10, 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 December 27, 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: CWM Advisors, LLC, 650 San 
Benito St, Ste. 130, Hollister, CA 95023; Northern Lights Fund Trust 
IV, 17605 Wright Street, Omaha, NE 68130.

FOR FURTHER INFORMATION CONTACT: Vanessa M. Meeks, Senior Counsel, or 
Parisa Haghshenas, Branch Chief, at (202) 551-6825 (Division of 
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as 
index 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 a broker-dealer registered under the 
Securities Exchange Act of 1934 (``Exchange Act'') (together with any 
future distributor, the ``Distributor''). Shares will be listed and 
traded individually on a national securities exchange, where share 
prices will be based on the current bid/offer market. Any order 
granting the requested relief would be subject to the terms and 
conditions stated in the application.
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    \1\ Applicants request that the order apply to the initial 
series of the Trust and any 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 ETF and will track a specified 
index comprised of domestic or foreign equity and/or fixed income 
securities (each, an ``Underlying Index''). Any Fund will (a) be 
advised by CWM or an entity controlling, controlled by, or under 
common control with CWM (each, an ``Adviser'') and (b) comply with 
the terms and conditions of the application.
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    2. Each Fund will hold investment positions selected to correspond 
generally to the performance of an Underlying Index. In the case of 
Self-Indexing Funds, an affiliated person, as defined in section 
2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of 
an Affiliated Person (``Second-Tier Affiliate''), of the Trust or a 
Fund, of the Adviser, of any sub-adviser to or promoter of a Fund, or 
of the Distributor will compile, create, sponsor or maintain the 
Underlying Index.\2\
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    \2\ Each Self-Indexing Fund will post on its Web site the 
identities and quantities of the investment positions that will form 
the basis for the Fund's calculation of its NAV at the end of the 
day. Applicants believe that requiring Self-Indexing Funds to 
maintain full portfolio transparency will help address, together 
with other protections, conflicts of interest with respect to such 
Funds.
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    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 effect creations and redemptions of 
Creation Units in kind and that are based on certain Underlying Indexes 
that include foreign securities, applicants request relief from the 
requirement imposed by section 22(e) in order to allow such Funds to 
pay redemption proceeds within fourteen calendar days 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

[[Page 88302]]

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 
investment positions 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.\3\ 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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    \3\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to a Fund of Funds and redemptions of 
those shares. Applicants, moreover, are not seeking relief from 
section 17(a) for, and the requested relief will not apply to, 
transactions where a Fund could be deemed an Affiliated Person, or a 
Second-Tier Affiliate, of a Fund of Funds because an Adviser or an 
entity controlling, controlled by or under common control with an 
Adviser provides investment advisory services to that Fund of Funds.
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    9. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if such exemption 
is necessary or appropriate in the public interest and consistent with 
the protection of investors and the purposes fairly intended by the 
policy and provisions of the Act. Section 12(d)(1)(J) of the Act 
provides that the Commission may exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provision of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-29301 Filed 12-6-16; 8:45 am]
 BILLING CODE 8011-01-P

88300 Federal Register / Vol. 81, No. 235 / Wednesday, December 7, 2016 / Notices

preceded immediately by prominent, Order, and the date and price of each compliance with the conditions of this
plain English disclosure containing such transaction. Order. Each Applicant’s chief
either: (a) An explanation of: (i) The 8. Each Applicant is a broker-dealer compliance officer will, on at least a
circumstances under which an registered under section 15 of the quarterly basis, conduct testing
Applicant directly or indirectly may Exchange Act and each account for reasonably sufficient to verify such
engage in principal transactions; (ii) the which the Applicants rely on this Order compliance. Such written policies and
nature and significance of conflicts with is a brokerage account subject to the procedures, monitoring and testing will
its client’s interests as a result of the Exchange Act, and the rules thereunder, address, without limitation: (a)
transactions; and (iii) how an Applicant and the rules of the self-regulatory Compliance by the Applicant with its
addresses those conflicts; or (b) a organization(s) of which it is a member. disclosure and consent requirements
statement explaining that the client is 9. Each written disclosure required as under this Order; (b) the integrity and
consenting to principal transactions, a condition to this Order will include a operation of electronic systems
followed by a cross-reference to a conspicuous, plain English statement employed by the Applicant in
specific document provided to the client that the client may revoke the written connection with its reliance on this
containing the disclosure in (a)(i)–(iii) consent referred to in Condition 4 above Order; (c) compliance by the Applicant
above and to the specific page or pages without penalty at any time by written with its recordkeeping obligations under
on which such disclosure is located; notice to the Applicants in accordance this Order; and (d) whether there is any
provided, however, that if an Applicant with reasonable procedures established evidence of the Applicant engaging in
requires time to modify its electronic by the Applicants, but in all cases such ‘‘dumping’’ in connection with its
systems to provide the specific page revocation must be given effect within reliance on this Order.4 Each
cross-reference required by clause (b), 5 business days of the Applicants’ Applicant’s chief compliance officer
the Applicant may, while updating such receipt thereof. will document the frequency and results
electronic systems, and for no more than 10. The Applicants will maintain of such monitoring and testing, and
90 days from the date of the Order, records sufficient to enable verification each Applicant will maintain and
of compliance with the conditions of preserve such documentation in an
instead provide a cross-reference to a
this Order. Such records will include, easily accessible place for a period of
specific document provided to the client
without limitation: (a) Documentation not less than five years, the first two
containing the disclosure in (a)(i)–(iii)
sufficient to demonstrate compliance years in an appropriate office of the
above and to the specific section in such
with each disclosure and consent Applicant, and be available for
document in which such disclosure is
requirement under this Order; (b) in inspection by the staff of the
located. Transition provision: To the
particular, documentation sufficient to Commission.
extent that the Applicants obtained fully
demonstrate that, prior to the execution
informed written revocable consent By the Commission.
of each transaction in reliance on this
from an advisory client for purposes of Brent J. Fields,
Order, each Applicant informed the
rule 206(3)–3T(a)(3) prior to December Secretary.
relevant advisory client of the capacity
31, 2016, the Applicants may rely on [FR Doc. 2016–29300 Filed 12–6–16; 8:45 am]
in which the Applicant may act with
this Order with respect to such client
respect to the transaction and that it BILLING CODE 8011–01–P
without obtaining additional
received the advisory client’s consent (if
prospective consent from such client.
the Applicant informs the client orally
5. The Applicants, prior to the SECURITIES AND EXCHANGE
of the capacity in which it may act with
execution of each transaction in reliance COMMISSION
respect to such transaction or obtains
on this Order, will: (a) Inform the
oral consent, such records may, for [Investment Company Act Release No.
advisory client, orally or in writing, of
example, include recordings of 32375; 812–14685]
the capacity in which they may act with
telephone conversations or
respect to such transaction; and (b) CWM Advisors, LLC, et al.; Notice of
contemporaneous written notations);
obtain consent from the advisory client, Application
and (c) documentation sufficient to
orally or in writing, to act as principal
enable assessment of compliance by the December 1, 2016.
for their own account with respect to
Applicants with sections 206(1) and (2) AGENCY: Securities and Exchange
such transaction.
of the Advisers Act in connection with Commission (‘‘Commission’’).
6. The Applicants will send a written its reliance on this Order.3 In each case,
confirmation at or before completion of ACTION: Notice of an application for an
such records will be maintained and order under section 6(c) of the
each such transaction that includes, in preserved in an easily accessible place
addition to the information required by Investment Company Act of 1940 (the
for a period of not less than five years, ‘‘Act’’) for an exemption from sections
rule 10b–10 under the Exchange Act, a the first two years in an appropriate
conspicuous, plain English statement 2(a)(32), 5(a)(1), 22(d), and 22(e) of the
office of the Applicants, and be Act and rule 22c–1 under the Act, under
informing the advisory client that the available for inspection by the staff of
Applicants: (a) Disclosed to the client sections 6(c) and 17(b) of the Act for an
the Commission. exemption from sections 17(a)(1) and
prior to the execution of the transaction 11. The Applicants will adopt written
that the Applicants may be acting in a 17(a)(2) of the Act, and under section
compliance policies and procedures 12(d)(1)(J) for an exemption from
principal capacity in connection with reasonably designed to ensure, and each
the transaction and the client authorized sections 12(d)(1)(A) and 12(d)(1)(B) of
asabaliauskas on DSK3SPTVN1PROD with NOTICES

Applicant’s chief compliance officer
the transaction; and (b) sold the security will monitor, the Applicant’s 4 See Report of the Securities and Exchange
to, or bought the security from, the
Commission, Investment Trusts and Investment
client for its own account. 3 For example, under sections 206(1) and (2), an Companies, H.R. Doc. No. 279, 76th Cong., 2d Sess.,
7. The Applicants will send to the adviser may not engage in any transaction on a pt. 3, at 2581, 2589 (1939); Hearings on S. 3580
client, no less frequently than annually, principal basis with a client that is not consistent Before a Subcommittee of the Commission on
with the best interests of the client or that Banking and Currency, 76th Cong., 3d Sess. 209,
written disclosure containing a list of all subrogates the client’s interests to the adviser’s 212–23 (1940); Hearings on S. 3580 Before the
transactions that were executed in the own. Cf. Investment Advisers Act Release No. 2106 Subcomm. of the Comm. on Banking and Currency,
client’s account in reliance upon this (Jan. 31, 2003) (adopting Rule 206(4)–6). 76th Cong., 3d Sess. 322 (1940).

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88302 Federal Register / Vol. 81, No. 235 / Wednesday, December 7, 2016 / Notices

sell shares to Funds of Funds beyond Commission to grant an order PowerShares DB Gold Fund;
the limits of section 12(d)(1)(B) of the permitting a transaction otherwise PowerShares DB Silver Fund;
Act. The application’s terms and prohibited by section 17(a) if it finds PowerShares DB Base Metals Fund;
conditions are designed to, among other that (a) the terms of the proposed PowerShares DB Agriculture Fund;
things, help prevent any potential (i) transaction are fair and reasonable and PowerShares DB G10 Currency Harvest
undue influence over a Fund through do not involve overreaching on the part Fund; PowerShares DB US Dollar Index
control or voting power, or in of any person concerned; (b) the Bullish Fund; and PowerShares DB US
connection with certain services, proposed transaction is consistent with Dollar Index Bearish Fund. The
transactions, and underwritings, (ii) the policies of each registered proposed rule change is available on the
excessive layering of fees, and (iii) investment company involved; and (c) Exchange’s Web site at www.nyse.com,
overly complex fund structures, which the proposed transaction is consistent at the principal office of the Exchange,
are the concerns underlying the limits with the general purposes of the Act. and at the Commission’s Public
in sections 12(d)(1)(A) and (B) of the For the Commission, by the Division of Reference Room.
Act. Investment Management, under delegated
8. Applicants request an exemption authority.
II. Self-Regulatory Organization’s
from sections 17(a)(1) and 17(a)(2) of the Statement of the Purpose of, and
Brent J. Fields,
Act to permit persons that are Affiliated Statutory Basis for, the Proposed Rule
Secretary.
Persons, or Second Tier Affiliates, of the Change
[FR Doc. 2016–29301 Filed 12–6–16; 8:45 am]
Funds, solely by virtue of certain In its filing with the Commission, the
BILLING CODE 8011–01–P
ownership interests, to effectuate self-regulatory organization included
purchases and redemptions in-kind. The statements concerning the purpose of,
deposit procedures for in-kind SECURITIES AND EXCHANGE and basis for, the proposed rule change
purchases of Creation Units and the COMMISSION and discussed any comments it received
redemption procedures for in-kind on the proposed rule change. The text
redemptions of Creation Units will be [Release No. 34–79445; File No. SR– of those statements may be examined at
the same for all purchases and NYSEArca–2016–152]
the places specified in Item IV below.
redemptions and Deposit Instruments The Exchange has prepared summaries,
Self-Regulatory Organizations; NYSE
and Redemption Instruments will be set forth in sections A, B, and C below,
Arca, Inc.; Notice of Filing and
valued in the same manner as those of the most significant parts of such
Immediate Effectiveness of Proposal to
investment positions currently held by statements.
Change Representation Regarding
the Funds. Applicants also seek relief
Investments by PowerShares DB Trust A. Self-Regulatory Organization’s
from the prohibitions on affiliated
Issued Receipts Listed Under Statement of the Purpose of, and the
transactions in section 17(a) to permit a
Commentary .02 to NYSE Arca Equities Statutory Basis for, the Proposed Rule
Fund to sell its shares to and redeem its
Rule 8.200 Change
shares from a Fund of Funds, and to
engage in the accompanying in-kind December 1, 2016. 1. Purpose
transactions with the Fund of Funds.3 Pursuant to Section 19(b)(1) 1 of the
The purchase of Creation Units by a Securities Exchange Act of 1934 (the The Exchange currently lists and
Fund of Funds directly from a Fund will ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 trades shares of the following securities
be accomplished in accordance with the notice is hereby given that, on under Commentary .02 to NYSE Arca
policies of the Fund of Funds and will November 18, 2016, NYSE Arca, Inc. Equities Rule 8.200 (Trust Issued
be based on the NAVs of the Funds. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed Receipts): PowerShares DB Commodity
9. Section 6(c) of the Act permits the with the Securities and Exchange Index Tracking Fund; PowerShares DB
Commission to exempt any persons or Commission (the ‘‘Commission’’) the Energy Fund; PowerShares DB Oil
transactions from any provision of the proposed rule change as described in Fund; PowerShares DB Precious Metals
Act if such exemption is necessary or Items I and II below, which Items have Fund; PowerShares DB Gold Fund;
appropriate in the public interest and been prepared by the self-regulatory PowerShares DB Silver Fund;
consistent with the protection of organization. The Commission is PowerShares DB Base Metals Fund;
investors and the purposes fairly publishing this notice to solicit PowerShares DB Agriculture Fund;
intended by the policy and provisions of comments on the proposed rule change PowerShares DB G10 Currency Harvest
the Act. Section 12(d)(1)(J) of the Act from interested persons. Fund; PowerShares DB US Dollar Index
provides that the Commission may Bullish Fund; and PowerShares DB US
exempt any person, security, or I. Self-Regulatory Organization’s Dollar Index Bearish Fund (each a
transaction, or any class or classes of Statement of the Terms of Substance of ‘‘Fund’’ and, collectively, the
persons, securities, or transactions, from the Proposed Rule Change ‘‘Funds’’).4
any provision of section 12(d)(1) if the The Exchange proposes to change a
exemption is consistent with the public representation regarding investments by 4 The Shares of each Fund represent beneficial

interest and the protection of investors. ownership interests in the Fund’s net assets, as
the following issues, which are described in the registration statements for the
Section 17(b) of the Act authorizes the currently listed on the Exchange under Funds. See the following registration statements on
Commentary .02 to NYSE Arca Equities Form S–3 or Form S–1 under the Securities Act of
asabaliauskas on DSK3SPTVN1PROD with NOTICES

3 The requested relief would apply to direct sales
Rule 8.200 (Trust Issued Receipts): 1933: (1) Registration statement on Form S–3ASR,
of shares in Creation Units by a Fund to a Fund of PowerShares DB Commodity Index Tracking Fund
Funds and redemptions of those shares. Applicants,
PowerShares DB Commodity Index (No. 333–203054, dated March 27, 2015); (2)
moreover, are not seeking relief from section 17(a) Tracking Fund; PowerShares DB Energy registration statement on Form S–3, PowerShares
for, and the requested relief will not apply to, Fund; PowerShares DB Oil Fund; DB G10 Currency Harvest Fund (No. 333–192126,
transactions where a Fund could be deemed an PowerShares DB Precious Metals Fund; December 6, 2013); (3) registration statement on
Affiliated Person, or a Second-Tier Affiliate, of a Form S–3ASR, PowerShares DB US Dollar Index
Fund of Funds because an Adviser or an entity Bullish Fund (No. 333–207089–01, September 23,
1 15 U.S.C.78s(b)(1).
controlling, controlled by or under common control 2015); (4) registration statement on Form S–1,
2 15 U.S.C. 78a.
with an Adviser provides investment advisory PowerShares DB US Dollar Index Bearish Fund (No.
services to that Fund of Funds. 3 17 CFR 240.19b–4. 333–193224, March 14, 2014); (5) registration

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Document Created: 2016-12-07 05:32:05
Document Modified: 2016-12-07 05:32:05

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested order would permit (a) index-based series of certain open-end management investment companies (``Funds'') to issue shares redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Fund shares to occur at negotiated market prices rather than at net asset value (``NAV''); (c) certain Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of shares for redemption; (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund in connection with the purchase and redemption of Creation Units; and (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the Funds (``Funds of Funds'') to acquire shares of the Funds.
Dates		The application was filed on August 10, 2016.
Contact		Vanessa M. Meeks, Senior Counsel, or Parisa Haghshenas, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 88300