82_FR_14090 82 FR 14040 - UBS ETMF Trust, et al.; Notice of Application

82 FR 14040 - UBS ETMF Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 50 (March 16, 2017)

Page Range14040-14041
FR Document2017-05208

Federal Register, Volume 82 Issue 50 (Thursday, March 16, 2017) 
[Federal Register Volume 82, Number 50 (Thursday, March 16, 2017)]
[Notices]
[Pages 14040-14041]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-05208]



[[Page 14040]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. IC-32529; 812-14727]


UBS ETMF Trust, et al.; Notice of Application

March 10, 2017.
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 (``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 (a)(2) of the Act, and under section 12(d)(1)(J) 
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the 
Act.

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APPLICANTS: UBS ETMF Trust (the ``Trust''), UBS Asset Management 
Company (Americas) Inc. (the ``Adviser'') and UBS Asset Management (US) 
Inc. (the ``Distributor'').

SUMMARY OF APPLICATION: Applicants request an order (``Order'') that 
permits: (a) Actively managed series of certain open-end management 
investment companies to issue shares (``Shares'') redeemable in large 
aggregations only (``Creation Units''); (b) secondary market 
transactions in Shares to occur at the next-determined net asset value 
plus or minus a market-determined premium or discount that may vary 
during the trading day; (c) certain series to pay redemption proceeds, 
under certain circumstances, more than seven days from the tender of 
Shares for redemption; (d) certain affiliated persons of the series to 
deposit securities into, and receive securities from, the series 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 series 
to acquire Shares; and (f) certain series to create and redeem Shares 
in kind in a master-feeder structure. The Order would incorporate by 
reference terms and conditions of a previous order granting the same 
relief sought by applicants, as that order may be amended from time to 
time (``Reference Order'').\1\
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    \1\ Eaton Vance Management, et al., Investment Company Act Rel. 
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).

FILING DATES: The application was filed on December 14, 2016 and 
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amended on March 1, 2017.

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 April 4, 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: The Commission: Brent J. Fields, Secretary, U.S. Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. 
Applicants: Mark F. Kemper, Esq., 1285 Avenue of the Americas, New 
York, NY 10019-6028.

FOR FURTHER INFORMATION CONTACT: Aaron T. Gilbride, Senior Counsel, at 
(202) 551-6906 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, 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.

Applicants

    1. The Trust will be registered as an open-end management 
investment company under the Act and is a statutory trust organized 
under the laws of Delaware. Applicants seek relief with respect to one 
Fund (as defined below, and that Fund, the ``Initial Fund''). The 
portfolio positions of each Fund will consist of securities and other 
assets selected and managed by its Adviser or Subadviser (as defined 
below) to pursue the Fund's investment objective.
    2. The Adviser, a Delaware corporation, will be the investment 
adviser to the Initial Fund. An Adviser (as defined below) will serve 
as investment adviser to each Fund. The Adviser is, and any other 
Adviser will be, registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act''). The Adviser may 
retain one or more subadvisers (each a ``Subadviser'') to manage the 
portfolios of the Funds. Any Subadviser will be registered, or not 
subject to registration, under the Advisers Act.
    3. The Distributor is a Delaware corporation and a broker-dealer 
registered under the Securities Exchange Act of 1934 and will act as 
the principal underwriter of Shares of the Funds. Applicants request 
that the requested relief apply to any distributor of Shares, whether 
affiliated or unaffiliated with the Adviser (included in the term 
``Distributor''). Any Distributor will comply with the terms and 
conditions of the Order.

Applicants' Requested Exemptive Relief

    4. Applicants seek the requested Order under section 6(c) of 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) of the Act for an exemption from 
sections 12(d)(1)(A) and (B) of the Act. The requested Order would 
permit applicants to offer exchange-traded managed funds. Because the 
relief requested is the same as the relief granted by the Commission 
under the Reference Order and because the Adviser has entered into, or 
anticipates entering into, a licensing agreement with Eaton Vance 
Management, or an affiliate thereof in order to offer exchange-traded 
managed funds,\2\ the Order would incorporate by reference the terms 
and conditions of the Reference Order.
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    \2\ Eaton Vance Management has obtained patents with respect to 
certain aspects of the Funds' method of operation as exchange-traded 
managed funds.
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    5. Applicants request that the Order apply to the Initial Fund and 
to any other existing or future open-end management investment company 
or series thereof that: (a) Is advised by the Adviser or any entity 
controlling, controlled by, or under common control with the Adviser 
(any such entity included in the term ``Adviser''); and (b) operates as 
an exchange-traded managed fund as described in the Reference Order; 
and (c) complies with the terms and conditions of the Order and of the 
Reference Order, which is incorporated by reference herein (each such 
company or series and Initial Fund, a ``Fund'').\3\
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    \3\ All entities that currently intend to rely on the Order are 
named as applicants. Any other entity that relies on the Order in 
the future will comply with the terms and conditions of the Order 
and of the Reference Order, which is incorporated by reference 
herein.
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    6. Section 6(c) of the Act provides that the Commission may exempt 
any

[[Page 14041]]

person, security or transaction, or any class of persons, securities or 
transactions, from any provisions of the Act, if and to the extent that 
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 17(b) of the 
Act authorizes the Commission to exempt a proposed transaction from 
section 17(a) of the Act if evidence establishes that the terms of the 
transaction, including the consideration to be paid or received, are 
reasonable and fair and do not involve overreaching on the part of any 
person concerned, and the proposed transaction is consistent with the 
policies of the registered investment company and the general purposes 
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.
    7. Applicants submit that for the reasons stated in the Reference 
Order: (1) With respect to the relief requested pursuant to section 
6(c) of the Act, the relief is 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; (2) with respect to 
the relief request pursuant to section 17(b) of the Act, the proposed 
transactions are reasonable and fair and do not involve overreaching on 
the part of any person concerned, are consistent with the policies of 
each registered investment company concerned and consistent with the 
general purposes of the Act; and (3) with respect to the relief 
requested pursuant to section 12(d)(1)(J) of the Act, the relief is 
consistent with the public interest and the protection of investors.


    By the Division of Investment Management, pursuant to delegated 
authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05208 Filed 3-15-17; 8:45 am]
 BILLING CODE 8011-01-P

14040 Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices SECURITIES AND EXCHANGE HEARING OR NOTIFICATION OF HEARING: An ‘‘Subadviser’’) to manage the portfolios COMMISSION order granting the requested relief will of the Funds. Any Subadviser will be be issued unless the Commission orders registered, or not subject to registration, [Investment Company Act Release No. IC– 32529; 812–14727] a hearing. Interested persons may under the Advisers Act. request a hearing by writing to the 3. The Distributor is a Delaware UBS ETMF Trust, et al.; Notice of Commission’s Secretary and serving corporation and a broker-dealer Application applicants with a copy of the request, registered under the Securities personally or by mail. Hearing requests Exchange Act of 1934 and will act as the March 10, 2017. should be received by the Commission principal underwriter of Shares of the AGENCY: Securities and Exchange by 5:30 p.m. on April 4, 2017, and Funds. Applicants request that the Commission (‘‘Commission’’). should be accompanied by proof of requested relief apply to any distributor ACTION: Notice of an application for an service on applicants, in the form of an of Shares, whether affiliated or order under section 6(c) of the affidavit or, for lawyers, a certificate of unaffiliated with the Adviser (included Investment Company Act of 1940 service. Pursuant to rule 0–5 under the in the term ‘‘Distributor’’). Any (‘‘Act’’) for an exemption from sections Act, hearing requests should state the Distributor will comply with the terms 2(a)(32), 5(a)(1), 22(d) and 22(e) of the nature of the writer’s interest, any facts and conditions of the Order. Act and rule 22c–1 under the Act, under bearing upon the desirability of a sections 6(c) and 17(b) of the Act for an Applicants’ Requested Exemptive Relief hearing on the matter, the reason for the exemption from sections 17(a)(1) and request, and the issues contested. 4. Applicants seek the requested (a)(2) of the Act, and under section Persons who wish to be notified of a Order under section 6(c) of the Act for 12(d)(1)(J) of the Act for an exemption hearing may request notification by an exemption from sections 2(a)(32), from sections 12(d)(1)(A) and (B) of the writing to the Commission’s Secretary. 5(a)(1), 22(d) and 22(e) of the Act and Act. ADDRESSES: The Commission: Brent J. rule 22c–1 under the Act, under Fields, Secretary, U.S. Securities and sections 6(c) and 17(b) of the Act for an APPLICANTS: UBS ETMF Trust (the exemption from sections 17(a)(1) and Exchange Commission, 100 F Street NE., ‘‘Trust’’), UBS Asset Management 17(a)(2) of the Act, and under section Washington, DC 20549–1090. Company (Americas) Inc. (the 12(d)(1)(J) of the Act for an exemption ‘‘Adviser’’) and UBS Asset Management Applicants: Mark F. Kemper, Esq., 1285 Avenue of the Americas, New York, NY from sections 12(d)(1)(A) and (B) of the (US) Inc. (the ‘‘Distributor’’). Act. The requested Order would permit 10019–6028. SUMMARY OF APPLICATION: Applicants applicants to offer exchange-traded FOR FURTHER INFORMATION CONTACT: request an order (‘‘Order’’) that permits: managed funds. Because the relief (a) Actively managed series of certain Aaron T. Gilbride, Senior Counsel, at requested is the same as the relief open-end management investment (202) 551–6906 or Holly Hunter-Ceci, granted by the Commission under the companies to issue shares (‘‘Shares’’) Acting Assistant Chief Counsel, at (202) Reference Order and because the redeemable in large aggregations only 551–6825 (Division of Investment Adviser has entered into, or anticipates (‘‘Creation Units’’); (b) secondary market Management, Chief Counsel’s Office). entering into, a licensing agreement transactions in Shares to occur at the SUPPLEMENTARY INFORMATION: The with Eaton Vance Management, or an next-determined net asset value plus or following is a summary of the affiliate thereof in order to offer minus a market-determined premium or application. The complete application exchange-traded managed funds,2 the discount that may vary during the may be obtained via the Commission’s Order would incorporate by reference trading day; (c) certain series to pay Web site by searching for the file the terms and conditions of the redemption proceeds, under certain number, or for an applicant using the Reference Order. circumstances, more than seven days Company name box, at http:// 5. Applicants request that the Order from the tender of Shares for www.sec.gov/search/search.htm or by apply to the Initial Fund and to any redemption; (d) certain affiliated calling (202) 551–8090. other existing or future open-end persons of the series to deposit Applicants management investment company or securities into, and receive securities series thereof that: (a) Is advised by the from, the series in connection with the 1. The Trust will be registered as an Adviser or any entity controlling, purchase and redemption of Creation open-end management investment controlled by, or under common control Units; (e) certain registered management company under the Act and is a with the Adviser (any such entity investment companies and unit statutory trust organized under the laws included in the term ‘‘Adviser’’); and (b) investment trusts outside of the same of Delaware. Applicants seek relief with operates as an exchange-traded managed group of investment companies as the respect to one Fund (as defined below, fund as described in the Reference series to acquire Shares; and (f) certain and that Fund, the ‘‘Initial Fund’’). The Order; and (c) complies with the terms series to create and redeem Shares in portfolio positions of each Fund will and conditions of the Order and of the kind in a master-feeder structure. The consist of securities and other assets Reference Order, which is incorporated Order would incorporate by reference selected and managed by its Adviser or by reference herein (each such company terms and conditions of a previous order Subadviser (as defined below) to pursue or series and Initial Fund, a ‘‘Fund’’).3 granting the same relief sought by the Fund’s investment objective. 2. The Adviser, a Delaware 6. Section 6(c) of the Act provides that applicants, as that order may be the Commission may exempt any amended from time to time (‘‘Reference corporation, will be the investment adviser to the Initial Fund. An Adviser mstockstill on DSK3G9T082PROD with NOTICES Order’’).1 2 Eaton Vance Management has obtained patents (as defined below) will serve as with respect to certain aspects of the Funds’ method FILING DATES: The application was filed investment adviser to each Fund. The of operation as exchange-traded managed funds. on December 14, 2016 and amended on Adviser is, and any other Adviser will 3 All entities that currently intend to rely on the March 1, 2017. Order are named as applicants. Any other entity be, registered as an investment adviser that relies on the Order in the future will comply 1 Eaton Vance Management, et al., Investment under the Investment Advisers Act of with the terms and conditions of the Order and of Company Act Rel. Nos. 31333 (Nov. 6, 2014) 1940 (‘‘Advisers Act’’). The Adviser may the Reference Order, which is incorporated by (notice) and 31361 (Dec. 2, 2014) (order). retain one or more subadvisers (each a reference herein. VerDate Sep<11>2014 17:12 Mar 15, 2017 Jkt 241001 PO 00000 Frm 00068 Fmt 4703 Sfmt 4703 E:\FR\FM\16MRN1.SGM 16MRN1

Federal Register / Vol. 82, No. 50 / Thursday, March 16, 2017 / Notices 14041 person, security or transaction, or any SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s class of persons, securities or COMMISSION Statement of the Purpose of, and transactions, from any provisions of the Statutory Basis for, the Proposed Rule Act, if and to the extent that such [Release No. 34–80212; File No. SR–ISE– Change exemption is necessary or appropriate 2017–18] 1. Purpose in the public interest and consistent Self-Regulatory Organizations; The purpose of this proposed rule with the protection of investors and the International Securities Exchange, change is to amend Rule 705 (Limitation purposes fairly intended by the policy of Liability) to harmonize the and provisions of the Act. Section 17(b) LLC; Notice of Filing and Immediate Exchange’s existing liability caps and of the Act authorizes the Commission to Effectiveness of Proposed Rule related reimbursement requirements for exempt a proposed transaction from Change To Harmonize Liability Caps claims under Rule 705(d) with the caps section 17(a) of the Act if evidence and Related Reimbursement and requirements set forth in the rules establishes that the terms of the Requirements of the Nasdaq Exchanges.3 The transaction, including the consideration March 10, 2017. Exchange and its affiliates, ISE Gemini, to be paid or received, are reasonable LLC and ISE Mercury, LLC (together, the and fair and do not involve Pursuant to Section 19(b)(1) of the ‘‘ISE Exchanges’’), were recently overreaching on the part of any person Securities Exchange Act of 1934 (the acquired (the ‘‘Acquisition’’) by Nasdaq, concerned, and the proposed ‘‘Act’’),1 and Rule 19b–4 thereunder,2 Inc. (‘‘HoldCo’’).4 In the context of the transaction is consistent with the notice is hereby given that on February Acquisition, the ISE Exchanges are 28, 2017, the International Securities working to align certain rules with rules policies of the registered investment Exchange, LLC (‘‘ISE’’ or ‘‘Exchange’’) of the Nasdaq Exchanges in order to company and the general purposes of filed with the Securities and Exchange provide consistent standards across the the Act. Section 12(d)(1)(J) of the Act Commission (‘‘SEC’’ or ‘‘Commission’’) six exchanges operated by HoldCo (the provides that the Commission may the proposed rule change as described exempt any person, security, or ‘‘HoldCo Affiliated Exchanges’’). As part in Items I, II, and III below, which Items of this effort, the proposal set forth transaction, or any class or classes of have been prepared by the Exchange. persons, securities or transactions, from below harmonizes the Exchange’s The Commission is publishing this liability caps and the related any provision of section 12(d)(1) if the notice to solicit comments on the exemption is consistent with the public reimbursement requirements with those proposed rule change from interested of the Nasdaq Exchanges in order to interest and the protection of investors. persons. provide uniform standards and 7. Applicants submit that for the I. Self-Regulatory Organization’s requirements for users of the HoldCo reasons stated in the Reference Order: Statement of the Terms of Substance of Affiliated Exchanges.5 (1) With respect to the relief requested the Proposed Rule Change Rule 705 in its current form generally pursuant to section 6(c) of the Act, the states that the Exchange is not liable for relief is appropriate, in the public The Exchange proposes to amend any losses due to the Exchange’s interest and consistent with the Rule 705 (Limitation of Liability) to negligence or unintentional actions, but protection of investors and the purposes harmonize its liability caps and related also provides in Rule 705(d) that fairly intended by the policy and reimbursement requirements with those notwithstanding this general limitation provisions of the Act; (2) with respect to of NASDAQ BX, Inc. (‘‘BX’’), NASDAQ on liability, the Exchange may the relief request pursuant to section PHLX LLC (‘‘Phlx’’) and NASDAQ Stock compensate its members for losses 17(b) of the Act, the proposed Market LLC (‘‘NSM’’ and together with resulting directly from the malfunction transactions are reasonable and fair and BX and Phlx, the ‘‘Nasdaq Exchanges’’). of the Exchange’s physical equipment, do not involve overreaching on the part The text of the proposed rule change devices and/or programming. of any person concerned, are consistent is available on the Exchange’s Web site Subsections (d)(1)–(d)(3) of Rule 705 with the policies of each registered at www.ise.com, at the principal office contains express conditions governing investment company concerned and of the Exchange, and at the the voluntary payments made by the consistent with the general purposes of Commission’s Public Reference Room. Exchange under these limited circumstances. Specifically, the the Act; and (3) with respect to the relief II. Self-Regulatory Organization’s Exchange’s payments for any and all requested pursuant to section 12(d)(1)(J) Statement of the Purpose of, and system failures on a single trading day of the Act, the relief is consistent with Statutory Basis for, the Proposed Rule are capped at $250,000 under the public interest and the protection of Change subsection (d)(1). The rule text states investors. that for the aggregate of all claims made In its filing with the Commission, the By the Division of Investment by all market participants related to the Exchange included statements Management, pursuant to delegated use of the Exchange on a single trading concerning the purpose of and basis for authority. day, the Exchange’s payments shall not the proposed rule change and discussed Eduardo A. Aleman, exceed $250,000. Subsection (d)(2) any comments it received on the further provides that if the cumulative Assistant Secretary. proposed rule change. The text of these claims exceed the $250,000 cap, this [FR Doc. 2017–05208 Filed 3–15–17; 8:45 am] statements may be examined at the places specified in Item IV below. The mstockstill on DSK3G9T082PROD with NOTICES BILLING CODE 8011–01–P 3 See BX Rule 4626(b) and Phlx Rule 1015. See Exchange has prepared summaries, set also NSM Rule 4626(b). forth in sections A, B, and C below, of 4 See Securities Exchange Act Release No. 78119 the most significant aspects of such (June 21, 2016), 81 FR 41611 (June 27, 2016) (SR– statements. ISE–2016–11; SR–ISEGemini–2016–05; SR– ISEMercury–2016–10). 5 ISE Gemini, LLC and ISE Mercury, LLC will 1 15 U.S.C. 78s(b)(1). each file a proposed rule change with the 2 17 CFR 240.19b–4. Commission to adopt similar requirements. VerDate Sep<11>2014 17:12 Mar 15, 2017 Jkt 241001 PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 E:\FR\FM\16MRN1.SGM 16MRN1


Document Created: 2017-03-16 02:18:47
Document Modified: 2017-03-16 02:18:47
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 6(c) of the Investment Company Act of 1940 (``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 (a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act.
DatesThe application was filed on December 14, 2016 and
ContactAaron T. Gilbride, Senior Counsel, at (202) 551-6906 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 14040 
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