82 FR 15408 - Spinnaker ETF Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 58 (March 28, 2017)

Page Range		15408-15410
FR Document		2017-06085
Federal Register, Volume 82 Issue 58 (Tuesday, March 28, 2017)
[Federal Register Volume 82, Number 58 (Tuesday, March 28, 2017)]
[Notices]
[Pages 15408-15410]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-06085]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32568; File No. 812-14397]


Spinnaker ETF Trust, et al.

March 22, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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    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

[[Page 15409]]

permit (a) actively-managed 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.

APPLICANTS: OBP Capital, LLC (the ``Initial Adviser''), a Delaware 
limited liability company registered as an investment adviser under the 
Investment Advisers Act of 1940, Spinnaker ETF Trust (the ``Trust''), a 
Delaware statutory trust that is registered under the Act as an open-
end management investment company with multiple series, and Capital 
Investment Group, Inc. (the ``Initial Distributor''), a North Carolina 
corporation and broker-dealer registered under the Securities Exchange 
Act of 1934 (the ``Exchange Act'').

FILING DATES: The application was filed on December 5, 2014, and 
amended on April 6, 2015, April 10, 2015, January 13, 2017, and 
February 14, 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 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: Brent J. Fields, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: 
the Initial Adviser and the Trust, 116 South Franklin Street, Rocky 
Mount, NC 27804; and the Initial Distributor, 100 E. Forks Road, Suite 
200, Raleigh, NC 27609.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, or Robert H. Shapiro at (202) 551-6821 (Division of 
Investment Management, Chief Counsel's Office).

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

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as 
actively-managed 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 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 may 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 initial 
series of the Trust and any future series of the Trust offering 
exchange-traded shares, as well as other existing or future open-end 
management companies or existing or future series thereof offering 
exchange-traded shares (and their respective existing or future 
Master Funds, as defined below), that will utilize active management 
investment strategies (collectively, ``Future Funds''). Any Future 
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 consist of a portfolio of securities and other 
assets and investment positions (``Portfolio Holdings''). Each Fund 
will disclose on its Web site the identities and quantities of the 
Portfolio Holdings that will form the basis for the Fund's calculation 
of NAV at the end of the day.
    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 hold non-U.S. Portfolio Holdings and 
that effect creations and redemptions of Creation Units in kind, 
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 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,

[[Page 15410]]

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 
Portfolio Holdings 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.\2\ 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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    \2\ 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.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-06085 Filed 3-27-17; 8:45 am]
 BILLING CODE 8011-01-P
15408 Federal Register / Vol. 82, No. 58 / Tuesday, March 28, 2017 / Notices

section 12(d)(1) of the Act given that the prohibited by section 17(a) if it finds Section 19(b)(2) of the Act 5 provides
Funds are part of the same group of that (a) the terms of the proposed that within 45 days of the publication of
investment companies and there will be transaction are fair and reasonable and notice of the filing of a proposed rule
no duplicative costs or fees to the do not involve overreaching on the part change, or within such longer period up
Funds.5 Applicants also assert that the of any person concerned; (b) the to 90 days as the Commission may
proposed transactions do not raise the proposed transaction is consistent with designate if it finds such longer period
concerns underlying sections 17(a)(1), the policies of each registered to be appropriate and publishes its
17(a)(3), 17(d) and 21(b) of the Act as investment company involved; and (c) reasons for so finding, or as to which the
the Funds would not engage in lending the proposed transaction is consistent self-regulatory organization consents,
transactions that unfairly benefit with the general purposes of the Act. the Commission shall either approve the
insiders or are detrimental to the Funds. Rule 17d–1(b) under the Act provides proposed rule change, disapprove the
Applicants state that the facility will that in passing upon an application filed proposed rule change, or institute
offer both reduced borrowing costs and under the rule, the Commission will proceedings to determine whether the
enhanced returns on loaned funds to all consider whether the participation of proposed rule change should be
participating Funds and each Fund the registered investment company in a disapproved. The 45th day after
would have an equal opportunity to joint enterprise, joint arrangement or publication of the notice for this
borrow and lend on equal terms based profit sharing plan on the basis proposed rule change is March 26, 2017.
on an interest rate formula that is proposed is consistent with the The Commission is extending this 45-
objective and verifiable. With respect to provisions, policies and purposes of the day time period.
the relief from section 17(a)(2) of the Act and the extent to which such The Commission finds it appropriate
Act, applicants note that any collateral participation is on a basis different from to designate a longer period within
pledged to secure an interfund loan or less advantageous than that of the which to take action on the proposed
would be subject to the same conditions other participants. rule change so that it has sufficient time
imposed by any other lender to a Fund For the Commission, by the Division of to consider the proposed rule change.
that imposes conditions on the quality Investment Management, under delegated Accordingly, the Commission, pursuant
of or access to collateral for a borrowing authority. to Section 19(b)(2) of the Act,6
(if the lender is another Fund) or the Eduardo A. Aleman, designates May 10, 2017, as the date by
same or better conditions (in any other Assistant Secretary. which the Commission shall either
circumstance).6 [FR Doc. 2017–06084 Filed 3–27–17; 8:45 am] approve or disapprove, or institute
5. Applicants also believe that the proceedings to determine whether to
BILLING CODE 8011–01–P
limited relief from section 18(f)(1) of the disapprove, the proposed rule change
Act that is necessary to implement the (File No. SR–NYSEArca–2017–06).
facility (because the lending Funds are SECURITIES AND EXCHANGE For the Commission, by the Division of
not banks) is appropriate in light of the COMMISSION Trading and Markets, pursuant to delegated
conditions and safeguards described in authority.7
the application and because the open- [Release No. 34–80297; File No. SR–
NYSEArca–2017–06] Eduardo A. Aleman,
end Funds would remain subject to the Assistant Secretary.
requirement of section 18(f)(1) that all Self-Regulatory Organizations; NYSE [FR Doc. 2017–06054 Filed 3–27–17; 8:45 am]
borrowings of the open-end Fund, Arca, Inc.; Notice of Designation of a BILLING CODE 8011–01–P
including combined interfund loans and Longer Period for Commission Action
bank borrowings, have at least 300% on a Proposed Rule Change Relating
asset coverage. to the Listing and Trading of Shares of SECURITIES AND EXCHANGE
6. Section 6(c) of the Act permits the
the Bitcoin Investment Trust Under COMMISSION
Commission to exempt any persons or
NYSE Arca Equities Rule 8.201 [Investment Company Act Release No.
transactions from any provision of the
Act if such exemption is necessary or March 22, 2017. 32568; File No. 812–14397]
appropriate in the public interest and On January 25, 2017, NYSE Arca, Inc.
consistent with the protection of Spinnaker ETF Trust, et al.
filed with the Securities and Exchange
investors and the purposes fairly Commission (‘‘Commission’’), pursuant March 22, 2017.
intended by the policy and provisions of to Section 19(b)(1) of the Securities AGENCY: Securities and Exchange
the Act. Section 12(d)(1)(J) of the Act Exchange Act of 1934 (‘‘Act’’) 1 and Rule Commission (‘‘Commission’’).
provides that the Commission may 19b–4 thereunder,2 a proposed rule ACTION: Notice.
exempt any person, security, or change to list and trade shares of Bitcoin
transaction, or any class or classes of Investment Trust under NYSE Arca Notice of an application for an order
persons, securities, or transactions, from Equities Rule 8.201. The proposed rule under section 6(c) of the Investment
any provision of section 12(d)(1) if the change was published for comment in Company Act of 1940 (the ‘‘Act’’) for an
exemption is consistent with the public the Federal Register on February 9, exemption from sections 2(a)(32),
interest and the protection of investors. 2017.3 The Commission has received 5(a)(1), 22(d), and 22(e) of the Act and
Section 17(b) of the Act authorizes the three comment letters on the proposed rule 22c–1 under the Act, under
Commission to grant an order rule change.4 sections 6(c) and 17(b) of the Act for an
permitting a transaction otherwise exemption from sections 17(a)(1) and
sradovich on DSK3GMQ082PROD with NOTICES

1 15 U.S.C. 78s(b)(1). 17(a)(2) of the Act, and under section
5 Applicants state that the obligation to repay an 2 17 CFR 240.19b–4. 12(d)(1)(J) for an exemption from
interfund loan could be deemed to constitute a 3 See Securities Exchange Act Release No. 79955
sections 12(d)(1)(A) and 12(d)(1)(B) of
security for the purposes of sections 17(a)(1) and (Jan. 3, 2017), 82 FR 7891.
12(d)(1) of the Act. 4 All comments on the proposed rule change as
the Act. The requested order would
6 Applicants state that any pledge of securities to of March 15, 2017 are available on the
5 15 U.S.C. 78s(b)(2).
secure an interfund loan could constitute a Commission’s Web site at: https://www.sec.gov/
6 Id.
purchase of securities for purposes of section comments/sr-nysearca-2017-06/
17(a)(2) of the Act. nysearca201706.htm. 7 17 CFR 200.30–3(a)(31).

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15410 Federal Register / Vol. 82, No. 58 / Tuesday, March 28, 2017 / Notices

and any principal underwriter for the 10. Section 6(c) of the Act permits the 409 3rd Street SW., Suite 6050,
Funds, and/or any broker or dealer Commission to exempt any persons or Washington, DC 20416.
registered under the Exchange Act, to transactions from any provision of the SUPPLEMENTARY INFORMATION: Notice is
sell shares to Funds of Funds beyond Act if such exemption is necessary or hereby given that as a result of the
the limits of section 12(d)(1)(B) of the appropriate in the public interest and Administrator’s disaster declaration,
Act. The application’s terms and consistent with the protection of applications for disaster loans may be
conditions are designed to, among other investors and the purposes fairly filed at the address listed above or other
things, help prevent any potential (i) intended by the policy and provisions of locally announced locations.
undue influence over a Fund through the Act. Section 12(d)(1)(J) of the Act The following areas have been
control or voting power, or in provides that the Commission may determined to be adversely affected by
connection with certain services, exempt any person, security, or the disaster:
transactions, and underwritings, (ii) transaction, or any class or classes of Primary Counties: Colusa, Lake, Lassen,
excessive layering of fees, and (iii) persons, securities, or transactions, from Plumas, Santa Clara, Santa Cruz.
overly complex fund structures, which any provision of section 12(d)(1) if the Contiguous Counties:
are the concerns underlying the limits exemption is consistent with the public California: Alameda, Butte, Glenn,
in sections 12(d)(1)(A) and (B) of the interest and the protection of investors. Mendocino, Merced, Modoc,
Act. Section 17(b) of the Act authorizes the Monterey, Napa, San Benito, San
8. Applicants request an exemption Commission to grant an order Joaquin, San Mateo, Shasta, Sierra,
from sections 17(a)(1) and 17(a)(2) of the permitting a transaction otherwise Sonoma, Stanislaus, Sutter,
Act to permit persons that are Affiliated prohibited by section 17(a) if it finds Tehama, Yolo, Yuba.
Persons, or Second Tier Affiliates, of the that (a) the terms of the proposed Nevada: Washoe.
Funds, solely by virtue of certain transaction are fair and reasonable and The Interest Rates are:
ownership interests, to effectuate do not involve overreaching on the part
purchases and redemptions in-kind. The of any person concerned; (b) the Percent
deposit procedures for in-kind proposed transaction is consistent with
purchases of Creation Units and the the policies of each registered For Physical Damage:
redemption procedures for in-kind investment company involved; and (c) Homeowners with Credit Avail-
redemptions of Creation Units will be the proposed transaction is consistent able Elsewhere ...................... 3.750
the same for all purchases and with the general purposes of the Act. Homeowners without Credit
Available Elsewhere .............. 1.875
redemptions and Deposit Instruments For the Commission, by the Division of Businesses with Credit Avail-
and Redemption Instruments will be Investment Management, under delegated able Elsewhere ...................... 6.300
valued in the same manner as those authority. Businesses without Credit
Portfolio Holdings currently held by the Eduardo A. Aleman, Available Elsewhere .............. 3.150
Funds. Applicants also seek relief from Assistant Secretary. Non-Profit Organizations with
the prohibitions on affiliated [FR Doc. 2017–06085 Filed 3–27–17; 8:45 am]
Credit Available Elsewhere ... 2.500
transactions in section 17(a) to permit a Non-Profit Organizations with-
BILLING CODE 8011–01–P
Fund to sell its shares to and redeem its out Credit Available Else-
shares from a Fund of Funds, and to where ..................................... 2.500
For Economic Injury:
engage in the accompanying in-kind
SMALL BUSINESS ADMINISTRATION Businesses & Small Agricultural
transactions with the Fund of Funds.2 Cooperatives without Credit
The purchase of Creation Units by a [Disaster Declaration #15092 and #15093] Available Elsewhere .............. 3.150
Fund of Funds directly from a Fund will Non-Profit Organizations with-
be accomplished in accordance with the California Disaster #CA–00263 out Credit Available Else-
policies of the Fund of Funds and will where ..................................... 2.500
be based on the NAVs of the Funds. AGENCY: U.S. Small Business
9. Applicants also request relief to Administration. The number assigned to this disaster
permit a Feeder Fund to acquire shares ACTION: Notice. for physical damage is 15092 6 and for
of another registered investment economic injury is 15093 0.
SUMMARY: This is a notice of an The States which received an EIDL
company managed by the Adviser
Administrative declaration of a disaster Declaration # are California, Nevada.
having substantially the same
for the State of California dated 03/20/
investment objectives as the Feeder (Catalog of Federal Domestic Assistance
2017.
Fund (‘‘Master Fund’’) beyond the Number 59008)
Incident: Severe Storms and Flooding.
limitations in section 12(d)(1)(A) and Dated: March 20, 2017.
Incident Period: 02/01/2017 through
permit the Master Fund, and any Linda E. McMahon,
02/25/2017.
principal underwriter for the Master
DATES: Effective Date: 03/20/2017. Administrator.
Fund, to sell shares of the Master Fund
to the Feeder Fund beyond the Physical Loan Application Deadline [FR Doc. 2017–06031 Filed 3–27–17; 8:45 am]
limitations in section 12(d)(1)(B). Date: 05/19/2017. BILLING CODE 8025–01–P
Economic Injury (EIDL) Loan
2 The requested relief would apply to direct sales Application Deadline Date: 12/20/2017.
of shares in Creation Units by a Fund to a Fund of ADDRESSES: Submit completed loan SMALL BUSINESS ADMINISTRATION
sradovich on DSK3GMQ082PROD with NOTICES

Funds and redemptions of those shares. Applicants, applications to: U.S. Small Business [Disaster Declaration #15090 and #15091]
moreover, are not seeking relief from section 17(a)
for, and the requested relief will not apply to,
Administration, Processing and
transactions where a Fund could be deemed an Disbursement Center, 14925 Kingsport Kentucky Disaster #KY–00064
Affiliated Person, or a Second-Tier Affiliate, of a Road, Fort Worth, TX 76155.
Fund of Funds because an Adviser or an entity AGENCY: U.S. Small Business
FOR FURTHER INFORMATION CONTACT: A. Administration.
controlling, controlled by or under common control
with an Adviser provides investment advisory Escobar, Office of Disaster Assistance, ACTION: Notice.
services to that Fund of Funds. U.S. Small Business Administration,

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Document Created: 2017-03-28 00:32:20
Document Modified: 2017-03-28 00:32:20
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.
Dates		The application was filed on December 5, 2014, and amended on April 6, 2015, April 10, 2015, January 13, 2017, and February 14, 2017.
Contact		Courtney S. Thornton, Senior Counsel, at (202) 551-6812, or Robert H. Shapiro at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 15408