82 FR 17481 - Precidian ETFs Trust, et al.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 68 (April 11, 2017)
Federal Register Volume 82, Issue 68 (April 11, 2017)
| Page Range | 17481-17483 | |
| FR Document | 2017-07173 |
[Federal Register Volume 82, Number 68 (Tuesday, April 11, 2017)] [Notices] [Pages 17481-17483] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-07173] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32596; File No. 812-14584] Precidian ETFs Trust, et al. April 5, 2017. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- 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) 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 [[Page 17482]] shares of the Funds; and (f) certain Funds (``Feeder Funds'') to create and redeem Creation Units in-kind in a master-feeder structure. Applicants: Precidian ETFs Trust (the ``Trust''), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series, Precidian Funds LLC (the ``Initial Adviser''), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, and Foreside Fund Services, LLC (the ``Distributor''), a Delaware limited liability company and broker-dealer registered under the Securities Exchange Act of 1934 (``Exchange Act''). Filing Dates: The application was filed on December 2, 2015, and amended on February 2, 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 May 1, 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: Precidian ETFs Trust and Precidian Funds LLC, 350 Main St., Suite 9, Bedminster, NJ 07921; Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 04101. FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at (202) 551-6826, or Daniele Marchesani, Assistant Chief Counsel, 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. --------------------------------------------------------------------------- \1\ Applicants request that the order apply to the initial Fund, as well as to future series of the Trust, and any other open-end management investment companies or series thereof (each, included in the term ``Fund''), each of which will operate as an actively- managed ETF. 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. --------------------------------------------------------------------------- 2. Each Fund will consist of a portfolio of securities and other assets and investment positions (``Portfolio Instruments''). Each Fund will disclose on its Web site the identities and quantities of the Portfolio Instruments 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 Instruments 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, 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 a person who is 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 Funds, solely by virtue of certain ownership interests, to effectuate purchases and redemptions in-kind. The [[Page 17483]] 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 Instruments 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. --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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. 2017-07173 Filed 4-10-17; 8:45 am] BILLING CODE 8011-01-P
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and frequency for manual downgrades up to 90 days (i) as the Commission may office of NSCC and on DTCC’s Web site
and (3) enabling the CRRM to generate designate if it finds such longer period (http://dtcc.com/legal/sec-rule-
credit ratings for Members that are more to be appropriate and publishes its filings.aspx). All comments received
reflective of the Members’ default risk. reasons for so finding or (ii) as to which will be posted without change; the
However, NSCC recognizes that any the self- regulatory organization Commission does not edit personal
change to its member credit risk consents, the Commission will: identifying information from
evaluation process, such as the (A) By order approve or disapprove submissions. You should submit only
proposed rule change, may impose a such proposed rule change, or information that you wish to make
burden on competition in terms of (B) institute proceedings to determine available publicly. All submissions
potential impact on Members’ credit whether the proposed rule change should refer to File Number SR–NSCC–
ratings and their Clearing Fund should be disapproved. 2017–002 and should be submitted on
deposits. Nevertheless, NSCC believes The proposal shall not take effect or before May 2, 2017.
that any burden on competition derived until all regulatory actions required For the Commission, by the Division of
from the proposed rule change would be with respect to the proposal are Trading and Markets, pursuant to delegated
necessary and appropriate in completed. authority.23
furtherance of the Act because the IV. Solicitation of Comments Eduardo A. Aleman,
proposed enhancements to the CRRM Assistant Secretary.
would help improve NSCC’s Interested persons are invited to
[FR Doc. 2017–07180 Filed 4–10–17; 8:45 am]
membership monitoring process and submit written data, views and
BILLING CODE 8011–01–P
thus better enable NSCC to safeguard arguments concerning the foregoing,
the securities and funds which are in its including whether the proposed rule
custody or control or for which it is change is consistent with the Act.
SECURITIES AND EXCHANGE
responsible. Furthermore, the proposed Comments may be submitted by any of
COMMISSION
enhancements to the CRRM would also the following methods:
assist NSCC in identifying, measuring, [Investment Company Act Release No.
Electronic Comments 32596; File No. 812–14584]
monitoring and managing risks that
arise in or are born by NSCC. As such, • Use the Commission’s Internet
comment form Precidian ETFs Trust, et al.
NSCC does not believe the proposed
enhancements to the CRRM would (http://www.sec.gov/rules/sro.shtml); April 5, 2017.
impose any burden on competition that or
AGENCY: Securities and Exchange
• Send an email to rule-
is not necessary or appropriate in Commission (‘‘Commission’’).
comments@sec.gov. Please include File
furtherance of the Act. ACTION: Notice.
NSCC does not believe that the Number SR–NSCC–2017–002 on the
proposed rule changes to (1) NSCC Rule subject line. Notice of an application for an order
1 (Definitions of Credit Risk Rating Paper Comments under section 6(c) of the Investment
Matrix, Watch List and Illiquid Company Act of 1940 (the ‘‘Act’’) for an
• Send paper comments in triplicate exemption from sections 2(a)(32),
Position), NSCC Rule 2B (Sections 2B
to Secretary, Securities and Exchange 5(a)(1), 22(d), and 22(e) of the Act and
and 4), Rule 4 and Procedure XV
Commission, 100 F Street NE., rule 22c–1 under the Act, under
(Sections I(A), I(B) and II(C)) that are
Washington, DC 20549. sections 6(c) and 17(b) of the Act for an
unrelated to the proposed CRRM
enhancements would have any impact All submissions should refer to File exemption from sections 17(a)(1) and
on competition because each of such Number SR–NSCC–2017–002. This file 17(a)(2) of the Act, and under section
proposed rule changes is designed to number should be included on the 12(d)(1)(J) for an exemption from
provide additional specificity, clarity subject line if email is used. To help the sections 12(d)(1)(A) and 12(d)(1)(B) of
and transparency in the Rules regarding Commission process and review your the Act. The requested order would
NSCC’s current ongoing membership comments more efficiently, please use permit (a) actively-managed series of
monitoring process by expressly only one method. The Commission will certain open-end management
providing in the Rules NSCC’s current post all comments on the Commission’s investment companies (‘‘Funds’’) to
practices with respect to such process. Internet Web site (http://www.sec.gov/ issue shares redeemable in large
As such, these proposed rule changes rules/sro.shtml). Copies of the aggregations only (‘‘Creation Units’’); (b)
would not impact Members or impose submission, all subsequent secondary market transactions in Fund
any burden on competition. amendments, all written statements shares to occur at negotiated market
with respect to the proposed rule prices rather than at net asset value
(C) Clearing Agency’s Statement on change that are filed with the (‘‘NAV’’); (c) certain Funds to pay
Comments on the Proposed Rule Commission, and all written redemption proceeds, under certain
Change Received From Members, communications relating to the circumstances, more than seven days
Participants, or Others proposed rule change between the after the tender of shares for
Written comments relating to this Commission and any person, other than redemption; (d) certain affiliated
proposed rule change have not been those that may be withheld from the persons of a Fund to deposit securities
solicited or received. NSCC will notify public in accordance with the into, and receive securities from, the
the Commission of any written provisions of 5 U.S.C. 552, will be Fund in connection with the purchase
available for Web site viewing and and redemption of Creation Units; (e)
srobinson on DSK5SPTVN1PROD with NOTICES
comments received by NSCC.
printing in the Commission’s Public certain registered management
III. Date of Effectiveness of the Reference Room, 100 F Street NE., investment companies and unit
Proposed Rule Change, and Timing for Washington, DC 20549 on official investment trusts outside of the same
Commission Action business days between the hours of group of investment companies as the
Within 45 days of the date of 10:00 a.m. and 3:00 p.m. Copies of the Funds (‘‘Funds of Funds’’) to acquire
publication of this notice in the Federal filing also will be available for
Register or within such longer period inspection and copying at the principal 23 17 CFR 200.30–3(a)(12).
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![Federal Register / Vol. 82, No. 68 / Tuesday, April 11, 2017 / Notices 17483
deposit procedures for in-kind the policies of each registered filing,5 developed by DTC to assign a
purchases of Creation Units and the investment company involved; and (c) credit rating to certain Participants
redemption procedures for in-kind the proposed transaction is consistent (‘‘CRRM-Rated Participants’’) by
redemptions of Creation Units will be with the general purposes of the Act. evaluating the risks posed by CRRM-
the same for all purchases and For the Commission, by the Division of Rated Participants to DTC and its
redemptions and Deposit Instruments Investment Management, under delegated Participants from providing services to
and Redemption Instruments will be authority. these CRRM-Rated Participants and (ii)
valued in the same manner as those Eduardo A. Aleman, make other amendments to the Rules to
Portfolio Instruments currently held by Assistant Secretary. provide more transparency and clarity
the Funds. Applicants also seek relief [FR Doc. 2017–07173 Filed 4–10–17; 8:45 am] regarding DTC’s current ongoing
from the prohibitions on affiliated membership monitoring process.
BILLING CODE 8011–01–P
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its II. Clearing Agency’s Statement of the
shares from a Fund of Funds, and to Purpose of, and Statutory Basis for, the
SECURITIES AND EXCHANGE Proposed Rule Change
engage in the accompanying in-kind COMMISSION
transactions with the Fund of Funds.2 In its filing with the Commission, the
The purchase of Creation Units by a [Release No. 34–80382; File No. SR–DTC– clearing agency included statements
Fund of Funds directly from a Fund will 2017–002] concerning the purpose of and basis for
be accomplished in accordance with the the proposed rule change and discussed
Self-Regulatory Organizations; The any comments it received on the
policies of the Fund of Funds and will
Depository Trust Company; Notice of proposed rule change. The text of these
be based on the NAVs of the Funds.
9. Applicants also request relief to Filing of Proposed Rule Change To statements may be examined at the
permit a Feeder Fund to acquire shares Address and Update Practices and places specified in Item IV below. The
of another registered investment Policies With Respect to the Credit clearing agency has prepared
company managed by the Adviser Risk Rating Matrix and Make Other summaries, set forth in sections A, B,
having substantially the same Changes and C below, of the most significant
investment objectives as the Feeder April 5, 2017. aspects of such statements.
Fund (‘‘Master Fund’’) beyond the Pursuant to Section 19(b)(1) of the
limitations in section 12(d)(1)(A) and (A) Clearing Agency’s Statement of the
Securities Exchange Act of 1934 Purpose of, and Statutory Basis for, the
permit the Master Fund, and any (‘‘Act’’),1 and Rule 19b–4 thereunder,2
principal underwriter for the Master Proposed Rule Change
notice is hereby given that on March 22,
Fund, to sell shares of the Master Fund 2017, The Depository Trust Company 1. Purpose
to the Feeder Fund beyond the (‘‘DTC’’) filed with the Securities and The proposed rule change would
limitations in section 12(d)(1)(B). Exchange Commission (‘‘Commission’’) amend Rules 1 and 2 in order to (i)
10. Section 6(c) of the Act permits the the proposed rule change as described address and update DTC’s practices and
Commission to exempt any persons or in Items I, II and III below, which Items policies with respect to the CRRM and
transactions from any provision of the have been prepared by the clearing
Act if such exemption is necessary or (ii) provide more transparency and
agency.3 The Commission is publishing clarity regarding DTC’s current
appropriate in the public interest and
this notice to solicit comments on the membership monitoring process. In this
consistent with the protection of
proposed rule change from interested regard, the proposed rule change would
investors and the purposes fairly
persons. (i) add proposed definitions for the
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act I. Clearing Agency’s Statement of the terms ‘‘Credit Risk Rating Matrix’’ and
provides that the Commission may Terms of Substance of the Proposed ‘‘Watch List’’ to Rule 1 (Definitions), as
exempt any person, security, or Rule Change discussed below and (ii) amend Rule 2
transaction, or any class or classes of (Participants and Pledgees) to (A) clarify
The proposed rule change consists of a provision in Section 1 relating to the
persons, securities, or transactions, from amendments to DTC’s Rules, By-Laws
any provision of section 12(d)(1) if the types of information a Participant must
and Organization Certificate (‘‘Rules’’).4 provide to DTC upon DTC’s request for
exemption is consistent with the public The proposed rule change would amend
interest and the protection of investors. the Participant to demonstrate its
Rules 1 and 2 in order to (i) address and satisfactory financial condition and
Section 17(b) of the Act authorizes the update DTC’s practices and policies
Commission to grant an order operational capability, including its risk
with respect to the existing matrix management practices with respect to
permitting a transaction otherwise (hereinafter referred to as the ‘‘Credit
prohibited by section 17(a) if it finds services of DTC utilized by the
Risk Rating Matrix’’ or ‘‘CRRM’’), which Participant for another Person and (B)
that (a) the terms of the proposed was, as described in an earlier DTC rule
transaction are fair and reasonable and add a new Section 10 to include
do not involve overreaching on the part provisions relating to the monitoring,
1 15 U.S.C. 78s(b)(1).
of any person concerned; (b) the 2 17
surveillance and review of Participants,
CFR 240.19b–4.
proposed transaction is consistent with 3 On March 22, 2017, DTC filed this proposed
including, but not limited to, the
rule change as an advance notice (SR–DTC–2017– application of the CRRM and proposed
2 The requested relief would apply to direct sales 801) with the Commission pursuant to Section
of shares in Creation Units by a Fund to a Fund of 806(e)(1) of Title VIII of the Dodd-Frank Wall Street 5 See Securities Exchange Act Release No. 53655
srobinson on DSK5SPTVN1PROD with NOTICES
Funds and redemptions of those shares. Applicants, Reform and Consumer Protection Act entitled the (April 14, 2006), 71 FR 20428 (April 20, 2006) (SR–
moreover, are not seeking relief from section 17(a) Payment, Clearing, and Settlement Supervision Act DTC–2006–03) (order of the Commission)
for, and the requested relief will not apply to, of 2010, 12 U.S.C. 5465(e)(1), and Rule 19b– approving a proposed rule change (‘‘2006 Rule
transactions where a Fund could be deemed an 4(n)(1)(i) of the Act, 17 CFR 240.19b–4(n)(1)(i). A Change’’) of DTC to amend the criteria used by DTC
Affiliated Person, or a Second-Tier Affiliate, of a copy of the advance notice is available at http:// to place Participants on surveillance status,
Fund of Funds because an Adviser or an entity www.dtcc.com/legal/sec-rule-filings.aspx. including, but not limited to DTC’s application of
controlling, controlled by or under common control 4 Capitalized terms not defined herein are defined the CRRM and the placement of lower rated CRRM-
with an Adviser provides investment advisory in the Rules, available at www.dtcc.com/∼/media/ Rated Participants on an internal list in order to be
services to that Fund of Funds. Files/Downloads/legal/rules/dtc_rules.pdf. monitored more closely (‘‘Watch List’’).
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Document Created: 2017-04-11 00:48:49
Document Modified: 2017-04-11 00:48:49
| 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 2, 2015, and amended on February 2, 2016. | |
| Contact | Steven I. Amchan, Senior Counsel, at (202) 551-6826, or Daniele Marchesani, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 17481 |
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