81 FR 96537 - Northern Lights Fund Trust IV and Blue Sky Asset Management, LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 251 (December 30, 2016)

Page Range		96537-96539
FR Document		2016-31684

Federal Register, Volume 81 Issue 251 (Friday, December 30, 2016)

[Federal Register Volume 81, Number 251 (Friday, December 30, 2016)]
[Notices]
[Pages 96537-96539]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-31684]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32401; 812-14690]


Northern Lights Fund Trust IV and Blue Sky Asset Management, LLC; 
Notice of Application

December 23, 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) index-
based series of certain open-end management investment companies 
(``Funds'') to issue shares

[[Page 96538]]

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:  Northern Lights Fund Trust IV (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Blue Sky Asset Management, LLC (the ``Initial 
Adviser''), a Colorado limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940 (the 
``Advisers Act'').

Filing Dates:  The application was filed on August 16, 2016, and 
amended on November 21, 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 17, 2017, 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: Northern Lights Fund Trust 
IV, 17605 Wright Street, Omaha, NE 68130, and Blue Sky Asset 
Management, LLC, 6400 S. Fiddlers Green Circle, Suite 350, Greenwood 
Village, CO 80111.

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 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 that will be registered 
under the Securities Exchange Act of 1934 (``Exchange Act'') (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 will 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 existing 
series of the Trust that are index ETFs 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 the Initial Adviser or an entity controlling, 
controlled by, or under common control with the Initial Adviser 
(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 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

[[Page 96539]]

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 
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. 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 
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. 2016-31684 Filed 12-29-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 251 / Friday, December 30, 2016 / Notices 96537

promoting transparency and clarity in III. Date of Effectiveness of the rules/sro.shtml). Copies of the
Exchange rules. Proposed Rule Change and Timing for submission, all subsequent
The Exchange believes that the Commission Action amendments, all written statements
proposed rule change to specify that an Because the foregoing proposed rule with respect to the proposed rule
ETP Holder’s MPID rather than ETP ID change does not: (i) Significantly affect change that are filed with the
would be used for STP purposes when the protection of investors or the public Commission, and all written
interest; (ii) impose any significant communications relating to the
an ETP Holder uses Pillar phase II
burden on competition; and (iii) become proposed rule change between the
protocols would remove impediments to
operative for 30 days from the date on Commission and any person, other than
and perfect the mechanism of a free and
which it was filed, or such shorter time those that may be withheld from the
open market and a national market public in accordance with the
system by providing notice to ETP as the Commission may designate, it has
become effective pursuant to Section provisions of 5 U.S.C. 552, will be
Holders of which orders would be available for Web site viewing and
matched for purposes of STP, 19(b)(3)(A) of the Act and Rule 19b–
4(f)(6) thereunder.15 printing in the Commission’s Public
depending on the communication Reference Room, 100 F Street NE.,
At any time within 60 days of the
protocol that they use. Washington, DC 20549 on official
filing of the proposed rule change, the
The Exchange believes that the Commission summarily may business days between the hours of
proposed rule change to reject orders temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of such
that do not include a trading session it appears to the Commission that such filing also will be available for
designation would remove impediments action is necessary or appropriate in the inspection and copying at the principal
to and perfect the mechanism of a free public interest, for the protection of office of the Exchange. All comments
and open market and a national market investors, or otherwise in furtherance of received will be posted without change;
system because it provides transparency the purposes of the Act. If the the Commission does not edit personal
and uniformity of the circumstances Commission takes such action, the identifying information from
when an order would be rejected. Commission shall institute proceedings submissions. You should submit only
to determine whether the proposed rule information that you wish to make
The Exchange further believes that available publicly. All submissions
amending Exchange rules to specify change should be approved or
disapproved. should refer to File Number SR–
order behavior depending on which NYSEArca–2016–170, and should be
Pillar protocol is used to communicate IV. Solicitation of Comments submitted on or before January 20, 2017.
with the NYSE Arca Marketplace would Interested persons are invited to For the Commission, by the Division of
remove impediments to and perfect the submit written data, views, and Trading and Markets, pursuant to delegated
mechanism of a free and open market arguments concerning the foregoing, authority.16
and a national market system by including whether the proposed rule Robert W. Errett,
providing transparency to investors and change is consistent with the Act. Deputy Secretary.
the public. Comments may be submitted by any of [FR Doc. 2016–31680 Filed 12–29–16; 8:45 am]
B. Self-Regulatory Organization’s the following methods: BILLING CODE 8011–01–P
Statement on Burden on Competition Electronic Comments
The Exchange does not believe that • Use the Commission’s Internet SECURITIES AND EXCHANGE
the proposed rule change will impose comment form (http://www.sec.gov/ COMMISSION
any burden on competition that is not rules/sro.shtml); or
• Send an email to rule- [Investment Company Act Release No.
necessary or appropriate in furtherance 32401; 812–14690]
comments@sec.gov. Please include File
of the purposes of the Act. The Number SR–NYSEArca–2016–170 on
Exchange believes that the proposed the subject line. Northern Lights Fund Trust IV and
rule change would not impose any Blue Sky Asset Management, LLC;
burden on competition because the Paper Comments Notice of Application
proposed changes to how Limit Orders • Send paper comments in triplicate December 23, 2016.
would be processed if priced through to Brent J. Fields, Secretary, Securities AGENCY: Securities and Exchange
the Price Bands is similar to the rules of and Exchange Commission, 100 F Street Commission (‘‘Commission’’).
a competing exchange, and thus is NE., Washington, DC 20549–1090.
familiar behavior to market participants. ACTION: Notice of an application for an
All submissions should refer to File
The proposed change to reject orders if Number SR–NYSEArca–2016–170. This order under section 6(c) of the
they do not include a trading session file number should be included on the Investment Company Act of 1940 (the
designation is not designed to address subject line if email is used. To help the ‘‘Act’’) for an exemption from sections
any competitive issues, but rather, Commission process and review your 2(a)(32), 5(a)(1), 22(d), and 22(e) of the
would promote transparency and comments more efficiently, please use Act and rule 22c–1 under the Act, under
only one method. The Commission will sections 6(c) and 17(b) of the Act for an
uniformity by specifying when an order
post all comments on the Commission’s exemption from sections 17(a)(1) and
would be rejected.
Internet Web site (http://www.sec.gov/ 17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
srobinson on DSK5SPTVN1PROD with NOTICES

C. Self-Regulatory Organization’s
Statement on Comments on the 15 17 CFR 240.19b–4(f)(6). As required under Rule sections 12(d)(1)(A) and 12(d)(1)(B) of
Proposed Rule Change Received From 19b–4(f)(6)(iii), the Exchange provided the the Act. The requested order would
Members, Participants, or Others Commission with written notice of its intent to file permit (a) index-based series of certain
the proposed rule change, along with a brief open-end management investment
No written comments were solicited description and the text of the proposed rule
change, at least five business days prior to the date companies (‘‘Funds’’) to issue shares
or received with respect to the proposed of filing of the proposed rule change, or such
rule change. shorter time as designated by the Commission. 16 17 CFR 200.30–3(a)(12).

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Federal Register / Vol. 81, No. 251 / Friday, December 30, 2016 / Notices 96539

section 22(e) to prevent unreasonable, limitations in section 12(d)(1)(A) and Rule 19b–4 thereunder,2 a proposed rule
undisclosed or unforeseen delays in the permit the Master Fund, and any change to list and trade shares
actual payment of redemption proceeds. principal underwriter for the Master (‘‘Shares’’) of the JPMorgan Diversified
7. Applicants request an exemption to Fund, to sell shares of the Master Fund Event Driven ETF (‘‘Fund’’) under NYSE
permit Funds of Funds to acquire Fund to the Feeder Fund beyond the Arca Equities Rule 8.600. The proposed
shares beyond the limits of section limitations in section 12(d)(1)(B). rule change was published for comment
12(d)(1)(A) of the Act; and the Funds, 10. Section 6(c) of the Act permits the in the Federal Register on July 7, 2016.3
and any principal underwriter for the Commission to exempt any persons or On August 18, 2016, the Exchange filed
Funds, and/or any broker or dealer transactions from any provision of the Amendment No. 1 to the proposed rule
registered under the Exchange Act, to Act if such exemption is necessary or change.4 On the same day, pursuant to
sell shares to Funds of Funds beyond appropriate in the public interest and Section 19(b)(2) of the Act,5 the
the limits of section 12(d)(1)(B) of the consistent with the protection of Commission designated a longer period
Act. The application’s terms and investors and the purposes fairly within which to approve the proposed
conditions are designed to, among other intended by the policy and provisions of rule change, disapprove the proposed
things, help prevent any potential (i) the Act. Section 12(d)(1)(J) of the Act rule change, or institute proceedings to
undue influence over a Fund through provides that the Commission may determine whether to disapprove the
control or voting power, or in exempt any person, security, or proposed rule change.6 On September 1,
connection with certain services, transaction, or any class or classes of 2016, the Exchange filed Amendment
transactions, and underwritings, (ii) persons, securities, or transactions, from No. 2 to the proposed rule change.7 On
excessive layering of fees, and (iii) any provision of section 12(d)(1) if the
overly complex fund structures, which exemption is consistent with the public 2 17 CFR 240.19b–4.
are the concerns underlying the limits interest and the protection of investors. 3 See Securities Exchange Act Release No. 78218
in sections 12(d)(1)(A) and (B) of the Section 17(b) of the Act authorizes the (Jul. 1, 2016), 81 FR 44339 (‘‘Notice’’).
4 In Amendment No. 1, which amended and
Act. Commission to grant an order replaced the proposed rule change in its entirety,
8. Applicants request an exemption permitting a transaction otherwise the Exchange clarified: (a) Certain aspects relating
from sections 17(a)(1) and 17(a)(2) of the prohibited by section 17(a) if it finds to the Fund’s investment strategy, including
Act to permit persons that are Affiliated that (a) the terms of the proposed descriptions of (i) certain return factors that the
Persons, or Second Tier Affiliates, of the Fund seeks to utilize to achieve its investment
transaction are fair and reasonable and objective, (ii) the Fund’s total net long market
Funds, solely by virtue of certain do not involve overreaching on the part exposure, (iii) the Fund’s use of derivative
ownership interests, to effectuate of any person concerned; (b) the instruments and its market exposure to such
purchases and redemptions in-kind. The proposed transaction is consistent with instruments, and (iv) the Fund’s investments in
deposit procedures for in-kind mutual funds; (b) that the common stock into which
the policies of each registered convertible securities held by the Fund can be
purchases of Creation Units and the investment company involved; and (c) converted will be exchange-traded; (c) that the Fund
redemption procedures for in-kind the proposed transaction is consistent may invest no more than 5% of its assets, in the
redemptions of Creation Units will be with the general purposes of the Act. aggregate, in over-the-counter (‘‘OTC’’) common
the same for all purchases and stocks, preferred stocks, warrants, rights, and
For the Commission, by the Division of contingent value rights (‘‘CVRs’’) of U.S. and foreign
redemptions and Deposit Instruments Investment Management, under delegated corporations (including emerging market
and Redemption Instruments will be authority. securities); (d) the redemption order submission
valued in the same manner as those Brent J. Fields, cut-off time; (e) that no more than 10% of the net
investment positions currently held by assets of the Fund will be invested in Depositary
Secretary. Receipts (as defined herein) that are not exchange-
the Funds. Applicants also seek relief [FR Doc. 2016–31684 Filed 12–29–16; 8:45 am] listed; and (f) the use of certain defined terms.
from the prohibitions on affiliated Amendment No. 1 to the proposed rule change is
BILLING CODE 8011–01–P
transactions in section 17(a) to permit a available at: https://www.sec.gov/comments/sr-
Fund to sell its shares to and redeem its nysearca-2016-82/nysearca201682-1.pdf. Because
Amendment No. 1 to the proposed rule change does
shares from a Fund of Funds, and to SECURITIES AND EXCHANGE not materially alter the substance of the proposed
engage in the accompanying in-kind COMMISSION rule change or raise unique or novel regulatory
transactions with the Fund of Funds.3 issues, Amendment No. 1 is not subject to notice
The purchase of Creation Units by a [Release No. 34–79683; File No. SR– and comment.
5 15 U.S.C. 78s(b)(2).
Fund of Funds directly from a Fund will NYSEArca–2016–82]
6 See Securities Exchange Act Release No. 78610,
be accomplished in accordance with the 81 FR 57960 (Aug. 24, 2016). The Commission
Self-Regulatory Organizations; NYSE
policies of the Fund of Funds and will designated October 5, 2016, as the date by which
Arca, Inc.; Order Granting Approval of
be based on the NAVs of the Funds. the Commission shall either approve or disapprove,
9. Applicants also request relief to a Proposed Rule Change, as Modified or institute proceedings to determine whether to
permit a Feeder Fund to acquire shares by Amendment Nos. 1, 2, and 3 disapprove, the proposed rule change.
of another registered investment Thereto, To List and Trade Shares of 7 In Amendment No. 2, which partially amended

the JPMorgan Diversified Event Driven the proposed rule change, as modified by
company managed by the Adviser Amendment No. 1 thereto, the Exchange clarified
having substantially the same ETF Under NYSE Arca Equities Rule (a) the Fund’s holdings in mutual fund shares as the
investment objectives as the Feeder 8.600 only non-exchange-traded investment company
securities the Fund may hold, and (b) that
Fund (‘‘Master Fund’’) beyond the December 23, 2016. Depositary Receipts (as defined herein) are
included as equity securities subject to the 10%
3 The requested relief would apply to direct sales I. Introduction limitation on equity securities whose principal
of shares in Creation Units by a Fund to a Fund of On June 20, 2016, NYSE Arca, Inc. market is not a member of the Intermarket
srobinson on DSK5SPTVN1PROD with NOTICES

Funds and redemptions of those shares. Applicants, Surveillance Group (‘‘ISG’’) or is a market with
moreover, are not seeking relief from section 17(a) (‘‘Exchange’’) filed with the Securities which the Exchange does not have a comprehensive
for, and the requested relief will not apply to, and Exchange Commission surveillance sharing agreement. Amendment No. 2
transactions where a Fund could be deemed an (‘‘Commission’’), pursuant to Section to the proposed rule change is available at: https://
Affiliated Person, or a Second-Tier Affiliate, of a 19(b)(1) of the Securities Exchange Act www.sec.gov/comments/sr-nysearca-2016-82/
Fund of Funds because an Adviser or an entity nysearca201682-2.pdf. Because Amendment No. 2
controlling, controlled by or under common control of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and to the proposed rule change does not materially
with an Adviser provides investment advisory alter the substance of the proposed rule change or
services to that Fund of Funds. 1 15 U.S.C. 78s(b)(1). Continued

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Document Created: 2016-12-30 05:16:08
Document Modified: 2016-12-30 05:16:08

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; (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.
Dates		The application was filed on August 16, 2016, and amended on November 21, 2016.
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 96537