81 FR 90390 - ALAIA Market Linked Trust and Beech Hill Securities, Inc.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 240 (December 14, 2016)

Page Range		90390-90391
FR Document		2016-29932

Federal Register, Volume 81 Issue 240 (Wednesday, December 14, 2016)

[Federal Register Volume 81, Number 240 (Wednesday, December 14, 2016)]
[Notices]
[Pages 90390-90391]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-29932]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32384; File No. 812-14543]


ALAIA Market Linked Trust and Beech Hill Securities, Inc.; Notice 
of Application

December 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 
unit investment trusts (``UITs'') to acquire shares of certain 
registered open-end investment companies, registered closed-end 
investment companies and registered UITs (collectively, the 
``Underlying Funds'') that are within and outside the same group of 
investment companies as the acquiring

[[Page 90391]]

UITs, in excess of the limits in section 12(d)(1) of the Act.

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Applicants:  ALAIA Market Linked Trust (the ``Trust''), a UIT that is 
registered under the Act, and Beech Hill Securities, Inc. (``BHSI''), a 
New York corporation registered as a broker-dealer under the Securities 
Exchange Act of 1934 (the ``Exchange Act'').

DATES: Filing Dates: The application was filed on September 3, 2015 and 
amended on January 15, 2016, October 17, 2016 and November 22, 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 January 3, 2017 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: ALAIA Market Linked 
Trust, 10 Corbin Drive, Darien, CT 06820, Beech Hill Securities, Inc., 
880 3rd Avenue, 16th Floor, New York, NY 10022-4730.

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, at 
(202) 551-6876 or Mary Kay Frech, Branch Chief, at (202) 551-6814 
(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 Series \1\ 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, their principal 
underwriters and any broker or dealer registered under the Exchange Act 
to sell shares of the Underlying Funds to the Series 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 Series.\4\ 
Applicants state that such transactions will be consistent with the 
policies of each Series 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 Trust and to any future registered UIT and 
series thereof sponsored by BHSI or an entity controlling, 
controlled by or under common control with BHSI (the ``Series'').
    \2\ Certain of the Underlying Funds may be registered as an 
open-end investment company or a UIT, but have received exemptive 
relief from the Commission to permit their shares to be listed and 
traded on a national securities exchange at negotiated prices and to 
operate as exchange-traded funds (``ETFs'').
    \3\ Applicants do not request relief for the Series 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 Series 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 Series to purchase or redeem shares from the ETF. 
A Series 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 UIT 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. 2016-29932 Filed 12-13-16; 8:45 am]
 BILLING CODE 8011-01-P

90390 Federal Register / Vol. 81, No. 240 / Wednesday, December 14, 2016 / Notices

in general, and furthers the objectives of proposed rule change does not: (i) with respect to the proposed rule
Section 6(b)(5),9 in particular, in that it Significantly affect the protection of change that are filed with the
is designed to promote just and investors or the public interest; (ii) Commission, and all written
equitable principles of trade, to remove impose any significant burden on communications relating to the
impediments to and perfect the competition; and (iii) become operative proposed rule change between the
mechanism of a free and open market prior to 30 days from the date on which Commission and any person, other than
and a national market system, and, in it was filed, or such shorter time as the those that may be withheld from the
general, to protect investors and the Commission may designate, if public in accordance with the
public interest. The Exchange believes consistent with the protection of provisions of 5 U.S.C. 552, will be
that extending the pilot period for the investors and the public interest, the available for Web site viewing and
Retail Liquidity Program is consistent proposed rule change has become printing in the Commission’s Public
with these principles because the effective pursuant to Section 19(b)(3)(A) Reference Room, 100 F Street NE.,
Program is reasonably designed to of the Act and Rule 19b–4(f)(6)(iii) Washington, DC 20549 on official
attract retail order flow to the exchange thereunder. business days between the hours of
environment, while helping to ensure At any time within 60 days of the 10:00 a.m. and 3:00 p.m. Copies of the
that retail investors benefit from the filing of such proposed rule change, the filing also will be available for
better price that liquidity providers are Commission summarily may inspection and copying at the principal
willing to give their orders. temporarily suspend such rule change if office of the Exchange. All comments
Additionally, as previously stated, the it appears to the Commission that such received will be posted without change;
competition promoted by the Program action is necessary or appropriate in the the Commission does not edit personal
may facilitate the price discovery public interest, for the protection of identifying information from
process and potentially generate investors, or otherwise in furtherance of submissions. You should submit only
additional investor interest in trading the purposes of the Act. If the information that you wish to make
securities. The extension of the pilot Commission takes such action, the available publicly. All submissions
period will allow the Commission and Commission shall institute proceedings should refer to File Number SR–
the Exchange to continue to monitor the under Section 19(b)(2)(B) 12 of the Act to NYSEMKT–2016–112 and should be
Program for its potential effects on determine whether the proposed rule submitted on or before January 4, 2017.
public price discovery, and on the change should be approved or For the Commission, by the Division of
broader market structure. disapproved. Trading and Markets, pursuant to delegated
B. Self-Regulatory Organization’s IV. Solicitation of Comments authority.13
Statement on Burden on Competition Eduardo A. Aleman,
Interested persons are invited to
Assistant Secretary.
The Exchange does not believe that submit written data, views, and
[FR Doc. 2016–29939 Filed 12–13–16; 8:45 am]
the proposed rule change will impose arguments concerning the foregoing,
including whether the proposed rule BILLING CODE 8011–01–P
any burden on competition that is not
necessary or appropriate in furtherance change is consistent with the Act.
of the purposes of the Act. The Comments may be submitted by any of
the following methods: SECURITIES AND EXCHANGE
proposed rule change simply extends an COMMISSION
established pilot program for an Electronic Comments
additional six months, thus allowing the
Retail Liquidity Program to enhance • Use the Commission’s Internet [Investment Company Act Release No.
comment form (http://www.sec.gov/ 32384; File No. 812–14543]
competition for retail order flow and
contribute to the public price discovery rules/sro.shtml); or
• Send an email to rule-comments@ ALAIA Market Linked Trust and Beech
process. Hill Securities, Inc.; Notice of
sec.gov. Please include File Number SR–
C. Self-Regulatory Organization’s NYSEMKT–2016–112 on the subject Application
Statement on Comments on the line. December 8, 2016.
Proposed Rule Change Received From
Paper Comments AGENCY: Securities and Exchange
Members, Participants, or Others
Commission (‘‘Commission’’).
No written comments were solicited • Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities ACTION: Notice of an application for an
or received with respect to the proposed order under section 12(d)(1)(J) of the
rule change. and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090. Investment Company Act of 1940 (the
III. Date of Effectiveness of the All submissions should refer to File ‘‘Act’’) for an exemption from sections
Proposed Rule Change and Timing for Number SR–NYSEMKT–2016–112. This 12(d)(1)(A), (B), and (C) of the Act and
Commission Action file number should be included on the under sections 6(c) and 17(b) of the Act
subject line if email is used. To help the for an exemption from sections 17(a)(1)
The Exchange has filed the proposed and (2) of the Act. The requested order
rule change pursuant to Section Commission process and review your
comments more efficiently, please use would permit certain registered unit
19(b)(3)(A)(iii) of the Act 10 and Rule investment trusts (‘‘UITs’’) to acquire
19b–4(f)(6) thereunder.11 Because the only one method. The Commission will
post all comments on the Commission’s shares of certain registered open-end
investment companies, registered
sradovich on DSK3GMQ082PROD with NOTICES

9 15 U.S.C. 78f(b)(5). Internet Web site (http://www.sec.gov/
10 15 U.S.C. 78s(b)(3)(A)(iii). rules/sro.shtml). Copies of the closed-end investment companies and
11 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
submission, all subsequent registered UITs (collectively, the
4(f)(6)(iii) requires the Exchange to give the
amendments, all written statements ‘‘Underlying Funds’’) that are within
Commission written notice of the Exchange’s intent and outside the same group of
to file the proposed rule change, along with a brief investment companies as the acquiring
description and text of the proposed rule change, as designated by the Commission. The Exchange
at least five business days prior to the date of filing has satisfied this requirement.
of the proposed rule change, or such shorter time 12 15 U.S.C. 78s(b)(2)(B). 13 17 CFR 200.30–3(a)(12).

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Document Created: 2016-12-14 00:48:32
Document Modified: 2016-12-14 00:48:32

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 unit investment trusts (``UITs'') to acquire shares of certain registered open-end investment companies, registered closed-end investment companies and registered UITs (collectively, the ``Underlying Funds'') that are within and outside the same group of investment companies as the acquiring UITs, in excess of the limits in section 12(d)(1) of the Act.
Contact		Deepak T. Pai, Senior Counsel, at (202) 551-6876 or Mary Kay Frech, Branch Chief, at (202) 551-6814 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 90390