82 FR 3056 - Hartford Funds Exchange-Traded Trust, et al.; Notice of Application]

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 6 (January 10, 2017)

Page Range		3056-3058
FR Document		2017-00227

Federal Register, Volume 82 Issue 6 (Tuesday, January 10, 2017)

[Federal Register Volume 82, Number 6 (Tuesday, January 10, 2017)]
[Notices]
[Pages 3056-3058]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-00227]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32413; 812-13828-01


Hartford Funds Exchange-Traded Trust, et al.; Notice of 
Application]

January 4, 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 (the ``Act'') for an exemption from 
sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the

[[Page 3057]]

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; (d) 
certain Funds (``Feeder Funds'') to operate and redeem Creation Units 
in kind in a master-feeder structure; and (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.

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Applicants: Hartford Funds Exchange-Traded Trust (the ``Trust''), a 
Delaware statutory trust, which will register under the Act as an open-
end management investment company with multiple series, Hartford Funds 
Management Company, LLC (the ``Initial Adviser''), a Delaware limited 
liability company registered as an investment adviser under the 
Investment Advisers Act of 1940, and Hartford Funds Distributors, LLC, 
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 September 23, 2010 and 
amended on March 25, 2011, April 8, 2016, September 19, 2016 and 
December 16, 2016.

Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on January 26, 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: c/
o Alice A. Pellegrino, Esq., Hartford Funds, 5 Radnor Corporate Center, 
100 Matsonford Road, Suite 300, Radnor, PA 19087.

FOR FURTHER INFORMATION CONTACT:  Laura J. Riegel, Senior Counsel, at 
(202) 551-3038, or Mary Kay Frech, Branch Chief, 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\ 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. 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 Fund, 
as well as to future series of the Trust and any future 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.
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    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

[[Page 3058]]

shares beyond the limits of section 12(d)(1)(A) of the Act; and the 
Funds, and any principal underwriter for the Funds, and/or any broker 
or dealer registered under the Exchange Act, to sell shares to Funds of 
Funds beyond the limits of section 12(d)(1)(B) of the Act. The 
application's terms and conditions are designed to, among other things, 
help prevent any potential (i) undue influence over a Fund through 
control or voting power, or in connection with certain services, 
transactions, and underwritings, (ii) excessive layering of fees, and 
(iii) overly complex fund structures, which are the concerns underlying 
the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second-Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
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.
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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. 2017-00227 Filed 1-9-17; 8:45 am]
 BILLING CODE 8011-01-P

3056 Federal Register / Vol. 82, No. 6 / Tuesday, January 10, 2017 / Notices

execution of orders using the PIM. The market and a national market system within 50 milliseconds of the initial
PIM allows ISE members to enter cross and, in general, to protect investors and order.12 Furthermore, with regard to the
transactions of any size. The the public interest, and not be designed impact of the proposal on system
Facilitation, Solicited Order to permit unfair discrimination between capacity, ISE has analyzed its capacity
Mechanisms, and PIM allow for ISE customers, issuers, brokers, or dealers. and represented that it has the necessary
members to designate certain customer The Commission also finds that the systems capacity to handle the potential
orders for price improvement and proposed rule change is consistent with additional traffic associated with the
submit such orders into one of the Section 6(b)(8) of the Act,10 which additional transactions that may occur
mechanisms with a matching contra requires that the rules of an exchange with the implementation of the
order. Once such an order is submitted, not impose any burden on competition reduction in the auction duration to no
ISE commences an auction by that is not necessary or appropriate in less than 100 milliseconds.13
broadcasting a message to all ISE furtherance of the purposes of the Act. Based on ISE’s statements, the
members that includes the series, price, The Commission believes that, given Commission believes that market
size, and side of the market.6 Further, the electronic environment of ISE, participants should continue to have
responses within the PIM (i.e., reducing each of the exposure periods opportunities to compete for exposed
Improvement Orders), are also broadcast from 500 milliseconds to no less than bids and offers within an exposure
to market participants during the 100 milliseconds could facilitate the period of no less than 100 milliseconds
auction. prompt execution of orders, while and no more than 1 second.14
Orders entered into the Block Order continuing to provide market Accordingly, the Commission believes
Mechanism, Facilitation Mechanism, participants with an opportunity to that it is consistent with the Act for the
Solicited Order Mechanism, and PIM compete for exposed bids and offers. To Exchange to modify the response times
are currently exposed to all market substantiate that its members could in the Block Mechanism, Facilitation
participants for 500 milliseconds, giving receive, process, and communicate a Mechanism, Solicited Order
them an opportunity to enter additional response back to ISE within 100 Mechanism, and PIM from 500
trading interest before the orders are milliseconds, ISE stated that it surveyed milliseconds to a time period designated
automatically executed. Under the all ISE members that responded to an by the Exchange of no less than 100
proposal, ISE would determine an auction in the period beginning July 1, milliseconds and no more than 1
exposure period for each of the four 2015 and ending January 15, 2016. Each second.
mechanisms that is no less than 100 of the twenty-one members surveyed
indicated that they can currently IV. Conclusion
milliseconds and no more than 1
second.7 receive, process, and communicate a It is therefore ordered, pursuant to
response back to ISE within 100 Section 19(b)(2) of the Act,15 that the
III. Discussion and Commission’s milliseconds. To implement the reduced proposed rule change (SR–ISE–2016–26)
Findings exposure periods and help ensure that be, and hereby is, approved.
After careful review, the Commission ISE’s and its members’ systems are For the Commission, by the Division of
finds that the proposed rule change is working properly given the faster Trading and Markets, pursuant to delegated
consistent with the requirements of the response times, ISE will reduce the authority.16
Act and the rules and regulations auction time over a period of weeks, Eduardo A. Aleman,
thereunder applicable to a national ending at 100 milliseconds. Upon Assistant Secretary.
securities exchange.8 In particular, the effectiveness of the proposal, and at [FR Doc. 2017–00217 Filed 1–9–17; 8:45 am]
Commission finds that the proposed least six weeks prior to implementation
BILLING CODE 8011–01–P
rule change is consistent with Section of the proposed rule change, ISE will
6(b)(5) of the Act,9 which requires, issue a circular to its members,
among other things, that the rules of a informing them of the implementation SECURITIES AND EXCHANGE
national securities exchange be date of the reduction of the auction from COMMISSION
designed to promote just and equitable 500 milliseconds to the auction time
designated by ISE (100 milliseconds) to [Investment Company Act Release No.
principles of trade, to foster cooperation 32413; 812–13828–01
and coordination with persons engaged allow members the opportunity to
in regulating transactions in securities, perform systems changes. ISE also
Hartford Funds Exchange-Traded
to remove impediments to and perfect represented that it will issue a circular
Trust, et al.; Notice of Application]
the mechanism of a free and open at least four weeks prior to any future
changes, as permitted by its rules, to the January 4, 2017.
6 ISE members may choose to hide the size, side, auction time.11 In addition, ISE AGENCY: Securities and Exchange
and price when entering orders into the Block reviewed all executions occurring in the Commission (‘‘Commission’’).
Order Mechanism. mechanisms by ISE members from ACTION: Notice of an application for an
7 While the proposed rule change would allow
March 28, 2016 to April 25, 2016. This order under section 6(c) of the
ISE to increase the exposure period up to 1 second,
ISE stated that it currently intends to decrease the
review of executions in the mechanisms Investment Company Act of 1940 (the
time period allowed for responses to 100 indicated that approximately 98% of ‘‘Act’’) for an exemption from sections
milliseconds. See Notice, supra note 3, at 85278. responses that resulted in price 2(a)(32), 5(a)(1), 22(d), and 22(e) of the
ISE further noted that its proposal is consistent with improving executions at the conclusion
exposure periods permitted in similar mechanisms
on other options exchanges. See id. at 85278. See
of an auction were submitted within 500 12 See id.
pmangrum on DSK3GDR082PROD with NOTICES

also Securities Exchange Act Release Nos. 76301 milliseconds. Approximately 94% of 13 See id.
(October 29, 2015), 80 FR 68347 (November 4, 2015) responses that resulted in price 14 The Commission notes that the ability to

(SR–BX–2015–032) and 77557 (April 7, 2016), 81 improving executions at the conclusion designate such an exposure time period is
FR 21935 (April 13, 2016) (SR–Phlx–2016–40). consistent with the rules of other options
8 In approving this proposed rule change, the
of an auction were submitted within 100 exchanges. See supra note 7. See also NASDAQ
Commission has considered the proposed rule’s milliseconds, and 83% were submitted Phlx Rule 1080(n)(ii)(A)(4) and NASDAQ BX
impact on efficiency, competition, and capital Options Rules Chapter VI, Section 9(ii)(A)(3).
formation. See 15 U.S.C. 78c(f). 10 15 U.S.C. 78f(b)(8). 15 15 U.S.C. 78s(b)(2).
9 15 U.S.C. 78f(b)(5). 11 See Notice, supra note 3, at 85279. 16 17 CFR 200.30–3(a)(12).

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3058 Federal Register / Vol. 82, No. 6 / Tuesday, January 10, 2017 / Notices

shares beyond the limits of section to the Feeder Fund beyond the Transactions) to modify the response
12(d)(1)(A) of the Act; and the Funds, limitations in section 12(d)(1)(B). times in the Block Order Mechanism,
and any principal underwriter for the 10. Section 6(c) of the Act permits the Facilitation Mechanism, Solicited Order
Funds, and/or any broker or dealer Commission to exempt any persons or Mechanism, and Price Improvement
registered under the Exchange Act, to transactions from any provision of the Mechanism (‘‘PIM’’) from 500
sell shares to Funds of Funds beyond Act if such exemption is necessary or milliseconds to a time period designated
the limits of section 12(d)(1)(B) of the appropriate in the public interest and by the Exchange of no less than 100
Act. The application’s terms and consistent with the protection of milliseconds and no more than 1
conditions are designed to, among other investors and the purposes fairly second. The proposed rule change was
things, help prevent any potential (i) intended by the policy and provisions of published for comment in the Federal
undue influence over a Fund through the Act. Section 12(d)(1)(J) of the Act Register on November 25, 2016.3 No
control or voting power, or in provides that the Commission may comment letters were received on the
connection with certain services, exempt any person, security, or proposed rule change. This order
transactions, and underwritings, (ii) transaction, or any class or classes of approves the proposed rule change.
excessive layering of fees, and (iii) persons, securities, or transactions, from
any provision of section 12(d)(1) if the II. Description of the Proposed Rule
overly complex fund structures, which Change
are the concerns underlying the limits exemption is consistent with the public
in sections 12(d)(1)(A) and (B) of the interest and the protection of investors. ISE Mercury Rule 716 (Block Trades)
Act. Section 17(b) of the Act authorizes the contains the requirements applicable to
8. Applicants request an exemption Commission to grant an order the execution of orders using the Block
from sections 17(a)(1) and 17(a)(2) of the permitting a transaction otherwise Order Mechanism, Facilitation
Act to permit persons that are Affiliated prohibited by section 17(a) if it finds Mechanism, and Solicited Order
Persons, or Second-Tier Affiliates, of the that (a) the terms of the proposed Mechanism. The Block Order
Funds, solely by virtue of certain transaction are fair and reasonable and Mechanism allows ISE Mercury
do not involve overreaching on the part members to obtain liquidity for the
ownership interests, to effectuate
of any person concerned; (b) the execution of a block-size order.4 The
purchases and redemptions in-kind. The
proposed transaction is consistent with Facilitation and Solicited Order
deposit procedures for in-kind
the policies of each registered Mechanisms allow ISE Mercury
purchases of Creation Units and the
investment company involved; and (c) members to enter cross transactions
redemption procedures for in-kind
the proposed transaction is consistent seeking price improvement.5 ISE
redemptions of Creation Units will be
with the general purposes of the Act. Mercury Rule 723 (Price Improvement
the same for all purchases and
For the Commission, by the Division of
Mechanism for Crossing Transactions)
redemptions and Deposit Instruments
Investment Management, under delegated contains the requirements applicable to
and Redemption Instruments will be
authority. the execution of orders using the PIM.
valued in the same manner as those The PIM allows ISE Mercury members
Portfolio Instruments currently held by Eduardo A. Aleman,
Assistant Secretary.
to enter cross transactions of any size.
the Funds. Applicants also seek relief The Facilitation, Solicited Order
from the prohibitions on affiliated [FR Doc. 2017–00227 Filed 1–9–17; 8:45 am]
Mechanisms, and PIM allow for ISE
transactions in section 17(a) to permit a BILLING CODE 8011–01–P
Mercury members to designate certain
Fund to sell its shares to and redeem its customer orders for price improvement
shares from a Fund of Funds, and to and submit such orders into one of the
engage in the accompanying in-kind SECURITIES AND EXCHANGE
COMMISSION mechanisms with a matching contra
transactions with the Fund of Funds.2 order. Once such an order is submitted,
The purchase of Creation Units by a [Release No. 34–79731; File No. SR– ISE Mercury commences an auction by
Fund of Funds directly from a Fund will ISEMercury–2016–21] broadcasting a message to all ISE
be accomplished in accordance with the Mercury members that includes the
policies of the Fund of Funds and will Self-Regulatory Organizations; ISE series, price, size, and side of the
be based on the NAVs of the Funds. Mercury, LLC; Order Approving a market.6 Further, responses within the
9. Applicants also request relief to Proposed Rule Change To Modify the PIM (i.e., Improvement Orders), are also
permit a Feeder Fund to acquire shares Response Times in the Block broadcast to market participants during
of another registered investment Mechanism, Facilitation Mechanism, the auction.
company managed by the Adviser Solicited Order Mechanism, and Price Orders entered into the Block Order
having substantially the same Improvement Mechanism Mechanism, Facilitation Mechanism,
investment objectives as the Feeder Solicited Order Mechanism, and PIM
January 4, 2017.
Fund (‘‘Master Fund’’) beyond the are currently exposed to all market
limitations in section 12(d)(1)(A) and I. Introduction participants for 500 milliseconds, giving
permit the Master Fund, and any On November 8, 2016, ISE Mercury, them an opportunity to enter additional
principal underwriter for the Master LLC (the ‘‘Exchange’’ or ‘‘ISE Mercury’’) trading interest before the orders are
Fund, to sell shares of the Master Fund filed with the Securities and Exchange
3 See Securities Exchange Act Release No. 79354
Commission (‘‘Commission’’) pursuant
2 The requested relief would apply to direct sales (November 18, 2016), 81 FR 85295 (‘‘Notice’’).
to Section 19(b)(1) of the Securities 4 Block-size orders are orders for 50 contracts or
pmangrum on DSK3GDR082PROD with NOTICES

of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants,
Exchange Act of 1934 (‘‘Act’’) 1 and Rule more. See ISE Mercury Rule 716(a).
moreover, are not seeking relief from section 17(a) 19b–4 thereunder,2 a proposed rule 5 Only block-size orders can be entered into the

for, and the requested relief will not apply to, change to amend ISE Mercury Rules 716 Facilitation Mechanism, whereas only orders for
transactions where a Fund could be deemed an (Block Trades) and 723 (Price 500 contracts or more can be entered into the
Affiliated Person, or a Second-Tier Affiliate, of a Solicited Order Mechanism. See ISE Mercury Rule
Fund of Funds because an Adviser or an entity
Improvement Mechanism for Crossing 716(d) and (e).
controlling, controlled by or under common control 6 ISE Mercury members may choose to hide the
1 15 U.S.C. 78s(b)(1).
with an Adviser provides investment advisory size, side, and price when entering orders into the
services to that Fund of Funds. 2 17 CFR 240.19b–4. Block Order Mechanism.

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Document Created: 2018-02-01 14:54:04
Document Modified: 2018-02-01 14:54:04

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested order would permit (a) 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; (d) certain Funds (``Feeder Funds'') to operate and redeem Creation Units in kind in a master-feeder structure; and (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.
Dates		The application was filed on September 23, 2010 and amended on March 25, 2011, April 8, 2016, September 19, 2016 and December 16, 2016.
Contact		Laura J. Riegel, Senior Counsel, at (202) 551-3038, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 3056