82 FR 21280 - Order Granting Limited Exemptions From Exchange Act Rule 10b-17 and Rules 101 and 102 of Regulation M to Alpha Architect Value Momentum Trend ETF Pursuant to Exchange Act Rule 10b-17(b)(2) and Rules 101(d) and 102(e) of Regulation M
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 86 (May 5, 2017)
Federal Register Volume 82, Issue 86 (May 5, 2017)
| Page Range | 21280-21282 | |
| FR Document | 2017-09080 |
[Federal Register Volume 82, Number 86 (Friday, May 5, 2017)] [Notices] [Pages 21280-21282] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-09080] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-80567; File No. TP 17-08] Order Granting Limited Exemptions From Exchange Act Rule 10b-17 and Rules 101 and 102 of Regulation M to Alpha Architect Value Momentum Trend ETF Pursuant to Exchange Act Rule 10b-17(b)(2) and Rules 101(d) and 102(e) of Regulation M May 1, 2017. By letter dated May 01, 2017 (the ``Letter''), counsel for Alpha Architect ETF Trust (the ``Trust''), on behalf of the Trust, Alpha Architect Value Momentum Trend ETF (the ``Fund''), any national securities exchange or national securities association on or through which shares issued by the Fund (``Shares'') are listed and/or may subsequently trade, Quasar Distributors, LLC (the ``Distributor''), and other persons engaging in transactions in Shares (collectively, the ``Requestors''), requested exemptions, or interpretive or no-action relief, from Rule 10b-17 of the Securities Exchange Act of 1934, as amended (``Exchange Act''), and Rules 101 and 102 of Regulation M, in connection with secondary market transactions in Shares and the creation or redemption of aggregations of 50,000 Shares (``Creation Units''). The Trust is registered with the Securities and Exchange Commission (``Commission'') under the Investment Company Act of 1940, as amended (``1940 Act''), as an open-end management investment company. The Fund is an exchange-traded fund (``ETF'') organized as a series of the Trust. The Fund seeks to track the performance of the Alpha Architect Value Momentum Trend Index (the ``Index''). The Fund intends to operate as an ``ETF of ETFs'' by seeking to track the performance of its underlying Index through, under normal circumstances,\1\ investing at least 80% of its total assets \2\ in up to four ETFs that comprise the Index (``Underlying ETFs''). The Fund also intends to invest the remaining twenty percent of its total assets in cash and cash equivalents, other investment companies, as well as securities and other types of financial instruments that may not be components of the Index, but which will help the Fund track the Index (e.g., the Fund may invest in securities that are not components of the Index to reflect various corporate actions and other changes to the Index such as reconstitutions, additions, and deletions).\3\ Except for the fact that the Fund will operate as an ETF of ETFs, the Fund will operate in a manner identical to the Underlying ETFs. --------------------------------------------------------------------------- \1\ The term ``under normal circumstances'' includes, but is not limited to, the absence of adverse market, economic, political, or other conditions, including extreme volatility or trading halts in the securities markets or the financial markets generally; operational issues causing dissemination of inaccurate market information; or force majeure type events, such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption, or any similar intervening circumstance. \2\ Regardless of the representation that the Fund generally will invest at least 80% of its total assets in securities that comprise the underlying Index, the Fund seeks to have a tracking error of less than five percent in any given month over a one-year period. \3\ The Fund intends, under normal circumstances, to hold shares of the Underlying ETFs and, from time to time, for hedging purposes, the Fund intends to short index ETFs or various types of financial instruments including, but not limited to, futures contracts and options on securities, indices, and futures contracts (``Financial Instruments''). Financial Instruments held or shorted by the Fund, if any, will be expected to provide a hedge against potential adverse market movements. --------------------------------------------------------------------------- The Requestors represent, among other things, the following:Shares of the Fund will be issued by the Trust, an open- end management investment company that is registered with the Commission; The Trust will continuously redeem Creation Units at net asset value (``NAV''), and the secondary market price of the Shares should not vary [[Page 21281]] substantially from the NAV of such Shares; Shares of the Fund will be listed and traded on BATS Exchange, Inc. or another exchange in accordance with exchange listing standards that are, or will become, effective pursuant to Section 19(b) of the Exchange Act (the ``Exchange''); \4\ --------------------------------------------------------------------------- \4\ Further, Requestors represent in the Letter that, should the Shares also trade on a market pursuant to unlisted trading privileges, such trading will be conducted pursuant to self- regulatory organization rules that have become effective pursuant to Section 19(b) of the Exchange Act. --------------------------------------------------------------------------- All Underlying ETFs in which the Fund invests will either meet all conditions set forth in relevant class relief, will have received individual relief from the Commission, or will be able to rely upon individual relief even though they are not named parties; All of the components of the Index will have publicly available last sale trade information; The intra-day proxy value of the Fund per share and the value of the Index will be publicly disseminated by a major market data vendor throughout the trading day; On each business day before the opening of business on the Exchange, the Fund's custodian, through the National Securities Clearing Corporation, will make available the list of the names and the required number of shares of each security to be included in the consideration for purchase of a Creation Unit that day; The Exchange will disseminate continuously every 15 seconds throughout the trading day, through the facilities of the consolidated tape, the market value of a Share, and the Exchange, market data vendors, or other information providers will disseminate, every 15 seconds throughout the trading day, a calculation of the intra-day indicative value of a Share; The arbitrage mechanism will be facilitated by the transparency of the Fund's portfolio and the availability of the intra- day indicative value, the liquidity of securities held by the Fund, and the ability to acquire such securities, as well as the arbitrageurs' ability to create workable hedges; The Fund will invest solely in liquid securities and Financial Instruments; The Fund will invest in securities that will facilitate an effective and efficient arbitrage mechanism and the ability to create workable hedges; The Trust believes that arbitrageurs are expected to take advantage of price variations between the Fund's market price and its NAV; and A close alignment between the market price of Shares and the Fund's NAV is expected. Regulation M While redeemable securities issued by an open-end management investment company are excepted from the provisions of Rules 101 and 102 of Regulation M, the Requestors may not rely upon those exceptions for the Shares.\5\ However, we find that it is appropriate in the public interest and is consistent with the protection of investors to grant exemptions from Rules 101 and 102 to persons who may be deemed to be participating in a distribution of Shares of the Fund as described in more detail below. --------------------------------------------------------------------------- \5\ While ETFs operate under exemptions from the definitions of ``open-end company'' under Section 5(a)(1) of the 1940 Act and ``redeemable security'' under Section 2(a)(32) of the 1940 Act, the Fund and its securities do not meet those definitions. --------------------------------------------------------------------------- Rule 101 of Regulation M Generally, Rule 101 of Regulation M is an anti-manipulation rule that, subject to certain exceptions, prohibits any ``distribution participant'' and its ``affiliated purchasers'' from bidding for, purchasing, or attempting to induce any person to bid for or purchase any security that is the subject of a distribution until after the applicable restricted period, except as specifically permitted in the Rule. Rule 100 of Regulation M defines ``distribution'' to mean any offering of securities that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods. The provisions of Rule 101 of Regulation M apply to underwriters, prospective underwriters, brokers, dealers, or other persons who have agreed to participate in, or are participating in, a distribution of securities. The Shares are in a continuous distribution, and, as such, the restricted period in which distribution participants and their affiliated purchasers are prohibited from bidding for, purchasing, or attempting to induce others to bid for or purchase, the Shares extends indefinitely. Based on the representations and the facts presented in the Letter, particularly that the Trust is a registered open-end management investment company that will continuously redeem, at NAV, Creation Unit aggregations of Shares of the Fund and that a close alignment between the market price of the Shares and the Fund's NAV is expected, the Commission finds that it is appropriate in the public interest, and consistent with the protection of investors, to grant the Trust an exemption from Rule 101 pursuant to paragraph (d) of Rule 101 of Regulation M with respect to the Shares of the Fund, thus permitting persons participating in a distribution of Shares of the Fund to bid for or purchase such Shares during their participation in such distribution.\6\ --------------------------------------------------------------------------- \6\ Additionally, we confirm the interpretation that a redemption of Creation Unit size aggregations of Shares of the Fund and the receipt of securities in exchange by a participant in a distribution of Shares of the Fund would not constitute an ``attempt to induce any person to bid for or purchase, a covered security during the applicable restricted period'' within the meaning of Rule 101 of Regulation M and therefore would not violate that rule. --------------------------------------------------------------------------- Rule 102 of Regulation M Rule 102 of Regulation M prohibits issuers, selling security holders, and any affiliated purchaser of such person from bidding for, purchasing, or attempting to induce any person to bid for or purchase a covered security during the applicable restricted period in connection with a distribution of securities effected by or on behalf of an issuer or selling security holder. Based on the representations and the facts presented in the Letter, particularly that the Trust is a registered open-end management investment company that will redeem, at the NAV, Creation Unit aggregations of Shares of the Fund and that a close alignment between the market price of the Shares and the Fund's NAV is expected, the Commission finds that it is appropriate in the public interest, and consistent with the protection of investors, to grant the Trust an exemption from Rule 102 pursuant to paragraph (e) of Rule 102 of Regulation M with respect to the Fund, thus permitting the Fund to redeem Shares of the Fund during the distribution of such Shares. Rule 10b-17 Rule 10b-17, with certain exceptions, requires an issuer of a class of publicly traded securities to give notice of certain specified actions (for example, a dividend distribution) relating to such class of securities in accordance with Rule 10b-17(b). Based on the representations and the facts presented in the Letter, and subject to the conditions below, the Commission finds that it is appropriate in the public interest, and consistent with the protection of investors, to grant the Trust a conditional exemption from Rule 10b-17 because market participants will receive timely notification of the existence and timing of a pending distribution, and thus the concerns that the Commission raised in [[Page 21282]] adopting Rule 10b-17 will not be implicated.\7\ --------------------------------------------------------------------------- \7\ We also note that timely compliance with Rule 10b- 17(b)(1)(v)(a) and (b) would be impractical in light of the Fund's nature because it is not possible for the Fund to accurately project ten days in advance what dividend, if any, would be paid on a particular record date. Further, the Commission finds, based on the Requestors representations in the Letter, that the provision of notices as described in the Letter would not constitute a manipulative or deceptive device or contrivance comprehended within the purpose of Rule 10b-17. --------------------------------------------------------------------------- Conclusion It is hereby ordered, pursuant to Rule 101(d) of Regulation M, that the Trust, based on the representations and facts presented in the Letter, is exempt from the requirements of Rule 101 with respect to Shares of the Fund, thus permitting persons who may be deemed to be participating in a distribution of Shares of the Fund to bid for or purchase such Shares during their participation in such distribution. It is further ordered, pursuant to Rule 102(e) of Regulation M, that the Trust, based on the representations and the facts presented in the Letter, is exempt from the requirements of Rule 102 with respect to the Fund, thus permitting the Fund to redeem Shares of the Fund during the continuous offering of such Shares. It is further ordered, pursuant to Rule 10b-17(b)(2), that the Trust, based on the representations and the facts presented in the Letter and subject to the conditions below, is exempt from the requirements of Rule 10b-17 with respect to the transactions in the Shares of the Fund. The exemption from Rule 10b-17 is subject to the following conditions: The Trust will comply with Rule 10b-17, except for Rule 10b-17(b)(1)(v)(a) and (b); and The Trust will provide the information required by Rule 10b-17(b)(1)(v)(a) and (b) to the Exchange as soon as practicable before trading begins on the ex-dividend date, but in no event later than the time when the Exchange last accepts information relating to distributions on the day before the ex-dividend date. This exemptive relief is subject to modification or revocation at any time the Commission determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. These exemptions are based on the facts presented and the representations made in the Letter. Any different facts or representations may require a different response. Persons relying upon this exemptive relief shall promptly present the facts for the Commission's consideration in the event that any material change occurs with respect to any of the facts or representations made by the Requestors, and, as is the case with all preceding relief for ETFs, particularly with respect to the close alignment between the market price of Shares and the Fund's NAV. In addition, persons relying on these exemptions are directed to the anti- fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 9(a), 10(b), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the persons relying on these exemptions. This Order should not be considered a view with respect to any other question that the proposed transactions may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of other federal or state laws to, the proposed transactions. --------------------------------------------------------------------------- \8\ 17 CFR 200.30-3(a)(6) and (9). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\8\ Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-09080 Filed 5-4-17; 8:45 am] BILLING CODE 8011-01-P
![21280 Federal Register / Vol. 82, No. 86 / Friday, May 5, 2017 / Notices
burden on competition; and (iii) become proposed rule change between the or redemption of aggregations of 50,000
operative for 30 days from the date on Commission and any person, other than Shares (‘‘Creation Units’’).
which it was filed, or such shorter time those that may be withheld from the The Trust is registered with the
as the Commission may designate, it has public in accordance with the Securities and Exchange Commission
become effective pursuant to Section provisions of 5 U.S.C. 552, will be (‘‘Commission’’) under the Investment
19(b)(3)(A)(iii) of the Act 9 and available for Web site viewing and Company Act of 1940, as amended
subparagraph (f)(6) of Rule 19b–4 printing in the Commission’s Public (‘‘1940 Act’’), as an open-end
thereunder.10 Reference Room, 100 F Street NE., management investment company. The
At any time within 60 days of the Washington, DC 20549, on official Fund is an exchange-traded fund
filing of the proposed rule change, the business days between the hours of (‘‘ETF’’) organized as a series of the
Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of the Trust. The Fund seeks to track the
temporarily suspend such rule change if filing also will be available for performance of the Alpha Architect
it appears to the Commission that such inspection and copying at the principal Value Momentum Trend Index (the
action is: (i) Necessary or appropriate in office of the Exchange. All comments ‘‘Index’’). The Fund intends to operate
the public interest; (ii) for the protection received will be posted without change; as an ‘‘ETF of ETFs’’ by seeking to track
of investors; or (iii) otherwise in the Commission does not edit personal the performance of its underlying Index
furtherance of the purposes of the Act. identifying information from through, under normal circumstances,1
If the Commission takes such action, the submissions. You should submit only investing at least 80% of its total assets 2
Commission shall institute proceedings information that you wish to make in up to four ETFs that comprise the
to determine whether the proposed rule available publicly. All submissions Index (‘‘Underlying ETFs’’). The Fund
should be approved or disapproved. should refer to File Number SR–ISE– also intends to invest the remaining
2017–34 and should be submitted on or twenty percent of its total assets in cash
IV. Solicitation of Comments and cash equivalents, other investment
before May 26, 2017.
Interested persons are invited to companies, as well as securities and
For the Commission, by the Division of other types of financial instruments that
submit written data, views, and Trading and Markets, pursuant to delegated
arguments concerning the foregoing, authority.11
may not be components of the Index,
including whether the proposed rule but which will help the Fund track the
Eduardo A. Aleman,
change is consistent with the Act. Index (e.g., the Fund may invest in
Assistant Secretary. securities that are not components of the
Comments may be submitted by any of
[FR Doc. 2017–09061 Filed 5–4–17; 8:45 am] Index to reflect various corporate
the following methods:
BILLING CODE 8011–01–P actions and other changes to the Index
Electronic Comments such as reconstitutions, additions, and
• Use the Commission’s Internet deletions).3 Except for the fact that the
comment form (http://www.sec.gov/ SECURITIES AND EXCHANGE Fund will operate as an ETF of ETFs,
rules/sro.shtml); or COMMISSION the Fund will operate in a manner
• Send an email to rule-comments@ identical to the Underlying ETFs.
sec.gov. Please include File Number SR– [Release No. 34–80567; File No. TP 17–08] The Requestors represent, among
ISE–2017–34 on the subject line. other things, the following:
Order Granting Limited Exemptions • Shares of the Fund will be issued
Paper Comments From Exchange Act Rule 10b–17 and by the Trust, an open-end management
• Send paper comments in triplicate Rules 101 and 102 of Regulation M to investment company that is registered
to Secretary, Securities and Exchange Alpha Architect Value Momentum with the Commission;
Commission, 100 F Street NE., Trend ETF Pursuant to Exchange Act • The Trust will continuously redeem
Washington, DC 20549–1090. Rule 10b–17(b)(2) and Rules 101(d) and Creation Units at net asset value
102(e) of Regulation M (‘‘NAV’’), and the secondary market
All submissions should refer to File
price of the Shares should not vary
Number SR–ISE–2017–34. This file May 1, 2017.
number should be included on the By letter dated May 01, 2017 (the 1 The term ‘‘under normal circumstances’’
subject line if email is used. To help the ‘‘Letter’’), counsel for Alpha Architect includes, but is not limited to, the absence of
Commission process and review your ETF Trust (the ‘‘Trust’’), on behalf of the adverse market, economic, political, or other
comments more efficiently, please use conditions, including extreme volatility or trading
Trust, Alpha Architect Value halts in the securities markets or the financial
only one method. The Commission will Momentum Trend ETF (the ‘‘Fund’’), markets generally; operational issues causing
post all comments on the Commission’s any national securities exchange or dissemination of inaccurate market information; or
Internet Web site (http://www.sec.gov/ national securities association on or force majeure type events, such as systems failure,
rules/sro.shtml). Copies of the natural or man-made disaster, act of God, armed
through which shares issued by the conflict, act of terrorism, riot or labor disruption, or
submission, all subsequent Fund (‘‘Shares’’) are listed and/or may any similar intervening circumstance.
amendments, all written statements subsequently trade, Quasar Distributors, 2 Regardless of the representation that the Fund
with respect to the proposed rule LLC (the ‘‘Distributor’’), and other generally will invest at least 80% of its total assets
change that are filed with the persons engaging in transactions in in securities that comprise the underlying Index,
Commission, and all written the Fund seeks to have a tracking error of less than
Shares (collectively, the ‘‘Requestors’’), five percent in any given month over a one-year
communications relating to the requested exemptions, or interpretive or period.
SRADOVICH on DSK3GMQ082PROD with NOTICES
9 15
no-action relief, from Rule 10b–17 of the 3 The Fund intends, under normal circumstances,
U.S.C. 78s(b)(3)(A)(iii). to hold shares of the Underlying ETFs and, from
10 17
Securities Exchange Act of 1934, as
CFR 240.19b–4(f)(6). In addition, Rule 19b– time to time, for hedging purposes, the Fund
4(f)(6) requires a self-regulatory organization to give amended (‘‘Exchange Act’’), and Rules intends to short index ETFs or various types of
the Commission written notice of its intent to file 101 and 102 of Regulation M, in financial instruments including, but not limited to,
the proposed rule change at least five business days connection with secondary market futures contracts and options on securities, indices,
prior to the date of filing of the proposed rule transactions in Shares and the creation and futures contracts (‘‘Financial Instruments’’).
change, or such shorter time as designated by the Financial Instruments held or shorted by the Fund,
Commission. The Exchange has satisfied this if any, will be expected to provide a hedge against
requirement. 11 17 CFR 200.30–3(a)(12). potential adverse market movements.
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![21282 Federal Register / Vol. 82, No. 86 / Friday, May 5, 2017 / Notices
adopting Rule 10b–17 will not be event that any material change occurs Funds to pay redemption proceeds,
implicated.7 with respect to any of the facts or under certain circumstances, more than
representations made by the Requestors, seven days after the tender of shares for
Conclusion
and, as is the case with all preceding redemption; (d) certain affiliated
It is hereby ordered, pursuant to Rule relief for ETFs, particularly with respect persons of a Fund to deposit securities
101(d) of Regulation M, that the Trust, to the close alignment between the into, and receive securities from, the
based on the representations and facts market price of Shares and the Fund’s Fund in connection with the purchase
presented in the Letter, is exempt from NAV. In addition, persons relying on and redemption of Creation Units; (e)
the requirements of Rule 101 with these exemptions are directed to the certain registered management
respect to Shares of the Fund, thus anti-fraud and anti-manipulation investment companies and unit
permitting persons who may be deemed provisions of the Exchange Act, investment trusts outside of the same
to be participating in a distribution of particularly Sections 9(a), 10(b), and group of investment companies as the
Shares of the Fund to bid for or Rule 10b–5 thereunder. Responsibility Funds (‘‘Funds of Funds’’) to acquire
purchase such Shares during their for compliance with these and any other shares of the Funds; and (f) certain
participation in such distribution. applicable provisions of the federal Funds (‘‘Feeder Funds’’) to create and
It is further ordered, pursuant to Rule securities laws must rest with the redeem Creation Units in-kind in a
102(e) of Regulation M, that the Trust, persons relying on these exemptions. master-feeder structure.
based on the representations and the This Order should not be considered APPLICANTS: ETF Series Solutions
facts presented in the Letter, is exempt a view with respect to any other (‘‘Trust’’), a Delaware statutory trust
from the requirements of Rule 102 with question that the proposed transactions registered under the Act as an open-end
respect to the Fund, thus permitting the may raise, including, but not limited to, management investment company with
Fund to redeem Shares of the Fund the adequacy of the disclosure multiple series, ClearShares LLC
during the continuous offering of such concerning, and the applicability of (‘‘ClearShares’’), a Delaware limited
Shares. other federal or state laws to, the liability company that is registered as an
It is further ordered, pursuant to Rule proposed transactions. investment adviser under the
10b–17(b)(2), that the Trust, based on For the Commission, by the Division of Investment Advisers Act of 1940, and
the representations and the facts Trading and Markets, pursuant to delegated Quasar Distributors, LLC
presented in the Letter and subject to authority.8 (‘‘Distributor’’), a Delaware limited
the conditions below, is exempt from Eduardo A. Aleman, liability company and broker-dealer
the requirements of Rule 10b–17 with Assistant Secretary. registered under the Securities
respect to the transactions in the Shares [FR Doc. 2017–09080 Filed 5–4–17; 8:45 am] Exchange Act of 1934 (‘‘Exchange Act’’).
of the Fund. FILING DATES: The application was filed
BILLING CODE 8011–01–P
The exemption from Rule 10b–17 is
on January 24, 2017.
subject to the following conditions:
• The Trust will comply with Rule HEARING OR NOTIFICATION OF HEARING: An
SECURITIES AND EXCHANGE order granting the requested relief will
10b–17, except for Rule 10b–
COMMISSION be issued unless the Commission orders
17(b)(1)(v)(a) and (b); and
• The Trust will provide the [Investment Company Act Release No. a hearing. Interested persons may
information required by Rule 10b– 32620; 812–14739] request a hearing by writing to the
17(b)(1)(v)(a) and (b) to the Exchange as Commission’s Secretary and serving
soon as practicable before trading begins ClearShares, LLC et al. applicants with a copy of the request,
on the ex-dividend date, but in no event personally or by mail. Hearing requests
May 1, 2017.
later than the time when the Exchange should be received by the Commission
AGENCY: Securities and Exchange by 5:30 p.m. on May 26, 2017, and
last accepts information relating to Commission (‘‘Commission’’).
distributions on the day before the ex- should be accompanied by proof of
ACTION: Notice. service on applicants, in the form of an
dividend date.
This exemptive relief is subject to Notice of an application for an order affidavit, or for lawyers, a certificate of
modification or revocation at any time under section 6(c) of the Investment service. Pursuant to rule 0–5 under the
the Commission determines that such Company Act of 1940 (the ‘‘Act’’) for an Act, hearing requests should state the
action is necessary or appropriate in exemption from sections 2(a)(32), nature of the writer’s interest, any facts
furtherance of the purposes of the 5(a)(1), 22(d), and 22(e) of the Act and bearing upon the desirability of a
Exchange Act. These exemptions are rule 22c–1 under the Act, under hearing on the matter, the reason for the
based on the facts presented and the sections 6(c) and 17(b) of the Act for an request, and the issues contested.
representations made in the Letter. Any exemption from sections 17(a)(1) and Persons who wish to be notified of a
different facts or representations may 17(a)(2) of the Act, and under section hearing may request notification by
require a different response. Persons 12(d)(1)(J) of the Act for an exemption writing to the Commission’s Secretary.
relying upon this exemptive relief shall from sections 12(d)(1)(A) and ADDRESSES: Secretary, Securities and
promptly present the facts for the 12(d)(1)(B) of the Act. The requested Exchange Commission, 100 F Street NE.,
Commission’s consideration in the order would permit (a) actively- Washington, DC 20549–1090;
managed series of certain open-end Applicants: W. John McGuire, Esq.,
7 We also note that timely compliance with Rule
management investment companies Morgan, Lewis & Bockius, LLP, 1111
SRADOVICH on DSK3GMQ082PROD with NOTICES
10b–17(b)(1)(v)(a) and (b) would be impractical in (‘‘Funds’’) to issue shares redeemable in Pennsylvania Avenue NW., Washington,
light of the Fund’s nature because it is not possible DC 20004–2541 and Michael D.
for the Fund to accurately project ten days in large aggregations only (‘‘Creation
advance what dividend, if any, would be paid on Units’’); (b) secondary market Barolsky, Esq., U.S. Bancorp Fund
a particular record date. Further, the Commission transactions in Fund shares to occur at Services, LLC, 615 E. Michigan Street,
finds, based on the Requestors representations in negotiated market prices rather than at Milwaukee, WI 53202.
the Letter, that the provision of notices as described
net asset value (‘‘NAV’’); (c) certain FOR FURTHER INFORMATION CONTACT:
in the Letter would not constitute a manipulative
or deceptive device or contrivance comprehended Rochelle Kauffman Plesset, Senior
within the purpose of Rule 10b–17. 8 17 CFR 200.30–3(a)(6) and (9). Counsel, at (202) 551–6840 or Daniele
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Document Created: 2018-11-08 08:39:25
Document Modified: 2018-11-08 08:39:25
| 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 | |
| FR Citation | 82 FR 21280 |
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