82_FR_39634 82 FR 39475 - Advanced Series Trust, et al.

82 FR 39475 - Advanced Series Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 159 (August 18, 2017)

Page Range39475-39477
FR Document2017-17504

Federal Register, Volume 82 Issue 159 (Friday, August 18, 2017) 
[Federal Register Volume 82, Number 159 (Friday, August 18, 2017)]
[Notices]
[Pages 39475-39477]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-17504]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32778; File No. 812-14748]


Advanced Series Trust, et al.

August 15, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A), (B), and (C) of the Act and under sections 6(c) 
and 17(b) of the Act for an exemption from sections 17(a)(1) and (2) of 
the Act. The requested order would permit certain registered open-end 
investment companies to acquire shares of certain registered open-end 
investment companies, registered closed-end investment companies, and 
business development companies, as defined in section 2(a)(48) of the 
Act (``BDCs'') and registered unit investment trusts (collectively, 
``Underlying Funds''), that are within and outside the same group of 
investment companies as the acquiring investment companies, in

[[Page 39476]]

excess of the limits in section 12(d)(1) of the Act. The requested 
order would supersede a prior order (``Prior Order'').\1\
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    \1\ In the Matter of Prudential Investment Portfolios 3, et al., 
Investment Company Act Rel. Nos. 30200 (Sept. 11, 2012 (notice) and 
30229 (Oct. 9, 2012) (order).

Applicants: Advanced Series Trust, Prudential Investment Portfolios 3, 
Prudential Investment Portfolios 5, The Prudential Investment 
Portfolios, Inc., and The Prudential Series Fund, each a Delaware 
statutory trust, a Massachusetts business trust, or a Maryland 
corporation and registered under the Act as an open-end management 
investment company with multiple series (each, a ``Trust''); PGIM 
Investments LLC, a New York limited liability company (the ``Initial 
Adviser''), registered as an investment adviser under the Investment 
Advisers Act of 1940; and Prudential Annuities Distributors, Inc., a 
Delaware corporation (``PAD''), and Prudential Investment Management 
Services LLC, a Delaware limited liability company (``PIMS'' and 
together with ``PAD,'' the ``Distributors''), each registered as a 
broker-dealer under the Securities Exchange Act of 1934 (``Exchange 
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Act'').

Filing Dates:  The application was filed on February 23, 2017 and 
amended on June 15, 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 September 8, 2017 and should be accompanied by proof of 
service on the 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, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: 655 Broad Street, 
17th Floor, Newark, NJ 07102-4410.

FOR FURTHER INFORMATION CONTACT:  Jean E. Minarick, Senior Counsel, at 
(202) 551-6811, or Kaitlin C. Bottock, 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 to permit (a) a Fund \2\ (each a 
``Fund of Funds'') to acquire shares of Underlying Funds \3\ in excess 
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) the 
Underlying Funds that are registered open-end investment companies or 
series thereof, their principal underwriters and any broker or dealer 
registered under the Exchange Act to sell shares of the Underlying Fund 
to the Fund of Funds in excess of the limits in section 12(d)(1)(B) of 
the Act.\4\ Applicants also request an order of exemption under 
sections 6(c) and 17(b) of the Act from the prohibition on certain 
affiliated transactions in section 17(a) of the Act to the extent 
necessary to permit the Underlying Funds to sell their shares to, and 
redeem their shares from, the Funds of Funds.\5\ Applicants state that 
such transactions will be consistent with the policies of each Fund of 
Funds and each Underlying Fund and with the general purposes of the Act 
and will be based on the net asset values of the Underlying Funds.
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    \2\ Applicants request that the order apply to each existing and 
future series of the Trusts and to each existing and future 
registered open-end investment company or series thereof that is 
advised by the Initial Adviser or its successors or by any other 
investment adviser controlling, controlled by, or under common 
control with the Initial Adviser or its successors and is part of 
the same ``group of investment companies'' as the Trusts (each, a 
``Fund''). For purposes of the requested order, ``successor'' is 
limited to an entity that results from a reorganization into another 
jurisdiction or a change in the type of business organization. For 
purposes of the request for relief, the term ``group of investment 
companies'' means any two or more registered investment companies, 
including closed-end investment companies or BDCs, that hold 
themselves out to investors as related companies for purposes of 
investment and investor services.
    \3\ Certain of the Underlying Funds have obtained exemptions 
from the Commission necessary to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices 
and, accordingly, to operate as an exchange-traded fund (``ETF'').
    \4\ Applicants do not request relief for the Funds of Funds to 
invest in reliance on the order in BDCs and registered closed-end 
investment companies that are not listed and traded on a national 
securities exchange.
    \5\ A Fund of Funds generally would purchase and sell shares of 
an Underlying Fund that operates as an ETF through secondary market 
transactions rather than through principal transactions with the 
Underlying Fund. Applicants nevertheless request relief from 
sections 17(a)(1) and (2) to permit each Fund of Funds that is an 
affiliated person, or an affiliated person of an affiliated person, 
as defined in section 2(a)(3) of the Act, of an ETF, to sell shares 
to or redeem shares from the ETF. Applicants are not seeking relief 
from Section 17(a) for, and the requested relief will not apply to, 
transactions where an ETF could be deemed an affiliated person, or 
an affiliated person of an affiliated person, of a Fund of Funds 
because an investment adviser to the ETF or an entity controlling, 
controlled by or under common control with the investment adviser to 
the ETF is also an investment adviser to the Fund of Funds. A Fund 
of Funds will purchase and sell shares of an Underlying Fund that is 
a closed-end fund or BDC through secondary market transactions at 
market prices rather than through principal transactions with the 
closed-end fund or BDC. Accordingly, applicants are not requesting 
section 17(a) relief with respect to transactions in shares of 
closed-end funds (including BDCs).
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    2. Certain Underlying Funds may invest up to 25% of their assets in 
a wholly-owned and controlled subsidiary of the Underlying Fund 
organized under the laws of the Cayman Islands as an exempted company 
or under the laws of another non-U.S. jurisdiction (each, a ``Cayman 
Sub''), in order to invest in commodity-related instruments and certain 
other instruments. Applicants state that these Cayman Subs are created 
for tax purposes in order to ensure that the Underlying Fund would 
remain qualified as a regulated investment company for U.S. Federal 
income tax purposes.
    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions are designed to, among other things, help 
prevent any potential (i) undue influence over an Underlying Fund that 
is not in the same ``group of investment companies'' as the Fund of 
Funds 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), (B), and (C) of the Act.
    4. 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

[[Page 39477]]

investment company involved; and (c) the proposed transaction is 
consistent with the general purposes of the Act. 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-17504 Filed 8-17-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 39475 IV. Solicitation of Comments For the Commission, by the Division of practical utility; (b) the accuracy of the Trading and Markets, pursuant to delegated agency’s estimate of the burden imposed Interested persons are invited to authority.8 by the collection of information; (c) submit written data, views and Eduardo A. Aleman, ways to enhance the quality, utility, and arguments concerning the foregoing, Assistant Secretary. clarity of the information collected; and including whether the proposal is [FR Doc. 2017–17432 Filed 8–17–17; 8:45 am] (d) ways to minimize the burden of the consistent with the Act. Comments may BILLING CODE 8011–01–P collection of information on be submitted by any of the following respondents, including through the use methods: of automated collection techniques or SECURITIES AND EXCHANGE other forms of information technology. Electronic Comments COMMISSION Background documentation for this • Use the Commission’s Internet information collection may be viewed at Submission for OMB Review; the following Web site: comment form (http://www.sec.gov/ Comment Request rules/sro.shtml); or www.reginfo.gov. Comments should be Upon Written Request, Copies Available directed to: (i) Desk Officer for the • Send an email to rule-comments@ Securities and Exchange Commission, From: Securities and Exchange sec.gov. Please include File No. SR– Office of Information and Regulatory Commission, Office of FOIA Services, BatsBZX–2017–50 on the subject line. Affairs, Office of Management and 100 F Street NE., Washington, DC Paper Comments 20549–2736. Budget, Room 10102, New Executive Office Building, Washington, DC 20503, Extension: • Send paper comments in triplicate Electronic Data Collection System, SEC or by sending an email to: Shagufta_ to Secretary, Securities and Exchange File No. 270–621, OMB Control No. Ahmed@omb.eop.gov; and (ii) Pamela Commission, 100 F Street NE., 3235–0672 Dyson, Director/Chief Information Washington, DC 20549–1090. Notice is hereby given that, pursuant Officer, Securities and Exchange to the Paperwork Reduction Act of 1995 Commission, c/o Remi Pavlik-Simon, All submissions should refer to File No. 100 F St. NE., Washington, DC 20549 or SR–BatsBZX–2017–50. This file number (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission send an email to: PRA_Mailbox@ should be included on the subject line sec.gov. Comments must be submitted to if email is used. To help the (‘‘Commission’’) is soliciting comments on the collection of information OMB within 30 days of this notice. Commission process and review your Dated: August 15, 2017. summarized below. The Commission comments more efficiently, please use plans to submit an extension for this Eduardo A. Aleman, only one method. The Commission will current collection of information to the Assistant Secretary. post all comments on the Commission’s Office of Management and Budget for [FR Doc. 2017–17503 Filed 8–17–17; 8:45 am] Internet Web site (http://www.sec.gov/ approval. BILLING CODE 8011–01–P rules/sro.shtml). Copies of the The Commission invites comment on submission, all subsequent updates to its Electronic Data Collection amendments, all written statements System database (the Database), which SECURITIES AND EXCHANGE with respect to the proposed rule will support information provided by COMMISSION change that are filed with the members of the public who would like Commission, and all written to file an online tip, complaint or [Investment Company Act Release No. 32778; File No. 812–14748] communications relating to the referral (TCR) to the Commission. The proposed rule change between the Database will be a web based e-filed Advanced Series Trust, et al. Commission and any person, other than dynamic report based on technology those that may be withheld from the that pre-populates and establishes a August 15, 2017. public in accordance with the series of questions based on the data AGENCY: Securities and Exchange provisions of 5 U.S.C. 552, will be that the individual enters. The Commission (‘‘Commission’’). available for Web site viewing and individual will then complete specific ACTION: Notice. printing in the Commission’s Public information on the subject(s) and nature Reference Room, 100 F Street NE., of the suspicious activity, using the data Notice of an application for an order elements appropriate to the type of under section 12(d)(1)(J) of the Washington, DC 20549, on official complaint or subject. The information Investment Company Act of 1940 (the business days between the hours of collection is voluntary. The public ‘‘Act’’) for an exemption from sections 10:00 a.m. and 3:00 p.m. Copies of such interface to the Database will be 12(d)(1)(A), (B), and (C) of the Act and filing will also be available for under sections 6(c) and 17(b) of the Act available using the agency’s Web site, inspection and copying at the principal for an exemption from sections 17(a)(1) www.sec.gov. The Commission office of the Exchange. All comments estimates that it takes a complainant, on and (2) of the Act. The requested order received will be posted without change; average, 30 minutes to submit a TCR would permit certain registered open- the Commission does not edit personal through the Database. Based on the end investment companies to acquire identifying information from receipt of an average of approximately shares of certain registered open-end submissions. You should submit only 16,000 annual TCRs for the past three investment companies, registered information that you wish to make fiscal years, the Commission estimates closed-end investment companies, and mstockstill on DSK30JT082PROD with NOTICES available publicly. All submissions that the annual reporting burden is business development companies, as should refer to File No. SR–BatsBZX– 8,000 hours. defined in section 2(a)(48) of the Act 2017–50 and should besubmitted on or Written comments are invited on: (a) (‘‘BDCs’’) and registered unit investment before September 8, 2017. Whether this collection of information trusts (collectively, ‘‘Underlying is necessary for the proper performance Funds’’), that are within and outside the of the functions of the agency, including same group of investment companies as 8 17 CFR 200.30–3(a)(12). whether the information will have the acquiring investment companies, in VerDate Sep<11>2014 17:47 Aug 17, 2017 Jkt 241001 PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 E:\FR\FM\18AUN1.SGM 18AUN1

39476 Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices excess of the limits in section 12(d)(1) SUPPLEMENTARY INFORMATION: The state that such transactions will be of the Act. The requested order would following is a summary of the consistent with the policies of each supersede a prior order (‘‘Prior Order’’).1 application. The complete application Fund of Funds and each Underlying APPLICANTS: Advanced Series Trust, may be obtained via the Commission’s Fund and with the general purposes of Prudential Investment Portfolios 3, Web site by searching for the file the Act and will be based on the net Prudential Investment Portfolios 5, The number, or for an applicant using the asset values of the Underlying Funds. Prudential Investment Portfolios, Inc., Company name box, at http:// 2. Certain Underlying Funds may and The Prudential Series Fund, each a www.sec.gov/search/search.htm, or by invest up to 25% of their assets in a Delaware statutory trust, a calling (202) 551–8090. wholly-owned and controlled Massachusetts business trust, or a subsidiary of the Underlying Fund Summary of the Application organized under the laws of the Cayman Maryland corporation and registered under the Act as an open-end 1. Applicants request an order to Islands as an exempted company or permit (a) a Fund 2 (each a ‘‘Fund of under the laws of another non-U.S. management investment company with Funds’’) to acquire shares of Underlying jurisdiction (each, a ‘‘Cayman Sub’’), in multiple series (each, a ‘‘Trust’’); PGIM Funds 3 in excess of the limits in order to invest in commodity-related Investments LLC, a New York limited sections 12(d)(1)(A) and (C) of the Act instruments and certain other liability company (the ‘‘Initial and (b) the Underlying Funds that are instruments. Applicants state that these Adviser’’), registered as an investment registered open-end investment Cayman Subs are created for tax adviser under the Investment Advisers companies or series thereof, their purposes in order to ensure that the Act of 1940; and Prudential Annuities principal underwriters and any broker Underlying Fund would remain Distributors, Inc., a Delaware or dealer registered under the Exchange qualified as a regulated investment corporation (‘‘PAD’’), and Prudential Act to sell shares of the Underlying company for U.S. Federal income tax Investment Management Services LLC, a Fund to the Fund of Funds in excess of purposes. Delaware limited liability company the limits in section 12(d)(1)(B) of the 3. Applicants agree that any order (‘‘PIMS’’ and together with ‘‘PAD,’’ the Act.4 Applicants also request an order of granting the requested relief will be ‘‘Distributors’’), each registered as a exemption under sections 6(c) and 17(b) subject to the terms and conditions broker-dealer under the Securities of the Act from the prohibition on stated in the application. Such terms Exchange Act of 1934 (‘‘Exchange Act’’). certain affiliated transactions in section and conditions are designed to, among FILING DATES: The application was filed 17(a) of the Act to the extent necessary other things, help prevent any potential on February 23, 2017 and amended on to permit the Underlying Funds to sell (i) undue influence over an Underlying June 15, 2017. their shares to, and redeem their shares Fund that is not in the same ‘‘group of HEARING OR NOTIFICATION OF HEARING: from, the Funds of Funds.5 Applicants investment companies’’ as the Fund of An order granting the requested relief Funds through control or voting power, will be issued unless the Commission 2 Applicants request that the order apply to each or in connection with certain services, orders a hearing. Interested persons may existing and future series of the Trusts and to each transactions, and underwritings, (ii) existing and future registered open-end investment request a hearing by writing to the company or series thereof that is advised by the excessive layering of fees, and (iii) Commission’s Secretary and serving Initial Adviser or its successors or by any other overly complex fund structures, which applicants with a copy of the request, investment adviser controlling, controlled by, or are the concerns underlying the limits personally or by mail. Hearing requests under common control with the Initial Adviser or in sections 12(d)(1)(A), (B), and (C) of its successors and is part of the same ‘‘group of should be received by the Commission investment companies’’ as the Trusts (each, a the Act. by 5:30 p.m. on September 8, 2017 and ‘‘Fund’’). For purposes of the requested order, 4. Section 12(d)(1)(J) of the Act should be accompanied by proof of ‘‘successor’’ is limited to an entity that results from provides that the Commission may service on the applicants, in the form of a reorganization into another jurisdiction or a exempt any person, security, or change in the type of business organization. For an affidavit, or, for lawyers, a certificate purposes of the request for relief, the term ‘‘group transaction, or any class or classes of of service. Pursuant to Rule 0–5 under of investment companies’’ means any two or more persons, securities, or transactions, from the Act, hearing requests should state registered investment companies, including closed- any provision of section 12(d)(1) if the the nature of the writer’s interest, any end investment companies or BDCs, that hold exemption is consistent with the public themselves out to investors as related companies for facts bearing upon the desirability of a purposes of investment and investor services. interest and the protection of investors. hearing on the matter, the reason for the 3 Certain of the Underlying Funds have obtained Section 17(b) of the Act authorizes the request, and the issues contested. exemptions from the Commission necessary to Commission to grant an order Persons who wish to be notified of a permit their shares to be listed and traded on a permitting a transaction otherwise hearing may request notification by national securities exchange at negotiated prices prohibited by section 17(a) if it finds and, accordingly, to operate as an exchange-traded writing to the Commission’s Secretary. fund (‘‘ETF’’). that (a) the terms of the proposed ADDRESSES: Secretary, U.S. Securities 4 Applicants do not request relief for the Funds transaction are fair and reasonable and and Exchange Commission, 100 F Street of Funds to invest in reliance on the order in BDCs do not involve overreaching on the part and registered closed-end investment companies of any person concerned; (b) the NE., Washington, DC 20549–1090. that are not listed and traded on a national Applicants: 655 Broad Street, 17th securities exchange. proposed transaction is consistent with Floor, Newark, NJ 07102–4410. 5 A Fund of Funds generally would purchase and the policies of each registered FOR FURTHER INFORMATION CONTACT: Jean sell shares of an Underlying Fund that operates as an ETF through secondary market transactions Fund of Funds because an investment adviser to the E. Minarick, Senior Counsel, at (202) rather than through principal transactions with the ETF or an entity controlling, controlled by or under 551–6811, or Kaitlin C. Bottock, Branch Underlying Fund. Applicants nevertheless request common control with the investment adviser to the mstockstill on DSK30JT082PROD with NOTICES Chief, at (202) 551–6821 (Division of relief from sections 17(a)(1) and (2) to permit each ETF is also an investment adviser to the Fund of Investment Management, Chief Fund of Funds that is an affiliated person, or an Funds. A Fund of Funds will purchase and sell affiliated person of an affiliated person, as defined shares of an Underlying Fund that is a closed-end Counsel’s Office). in section 2(a)(3) of the Act, of an ETF, to sell shares fund or BDC through secondary market transactions to or redeem shares from the ETF. Applicants are at market prices rather than through principal 1 In the Matter of Prudential Investment Portfolios not seeking relief from Section 17(a) for, and the transactions with the closed-end fund or BDC. 3, et al., Investment Company Act Rel. Nos. 30200 requested relief will not apply to, transactions Accordingly, applicants are not requesting section (Sept. 11, 2012 (notice) and 30229 (Oct. 9, 2012) where an ETF could be deemed an affiliated person, 17(a) relief with respect to transactions in shares of (order). or an affiliated person of an affiliated person, of a closed-end funds (including BDCs). VerDate Sep<11>2014 17:47 Aug 17, 2017 Jkt 241001 PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 E:\FR\FM\18AUN1.SGM 18AUN1

Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices 39477 investment company involved; and (c) the Exchange, and at the Commission’s Principal Investment Strategies of the the proposed transaction is consistent Public Reference Room. Funds with the general purposes of the Act. ProShares QuadPro U.S. Large Cap Section 6(c) of the Act permits the II. Self-Regulatory Organization’s Statement of the Purpose of, and Futures Long Fund and ProShares Commission to exempt any persons or QuadPro U.S. Large Cap Futures Short transactions from any provision of the Statutory Basis for, the Proposed Rule Change Fund (‘‘Large Cap Futures Funds’’) Act if such exemption is necessary or appropriate in the public interest and According to the Registration In its filing with the Commission, the Statement, the Large Cap Futures Funds consistent with the protection of self-regulatory organization included will seek results that correspond (before investors and the purposes fairly statements concerning the purpose of, fees and expenses) to four times (i.e., 4×) intended by the policy and provisions of the Act. and basis for, the proposed rule change or four times the inverse (i.e., ¥4×), and discussed any comments it received respectively, of the return of Lead For the Commission, by the Division of on the proposed rule change. The text Month E-Mini S&P 500 Stock Price Investment Management, pursuant to Index Futures (‘‘Large Cap Benchmark’’ delegated authority. of those statements may be examined at the places specified in Item IV below. or ‘‘Benchmark’’) for a single day.6 A Eduardo A. Aleman, ‘‘single day’’ is measured from the time The Exchange has prepared summaries, Assistant Secretary. a Fund calculates its net asset value set forth in sections A, B, and C below, [FR Doc. 2017–17504 Filed 8–17–17; 8:45 am] (‘‘NAV’’) to the time of a Fund’s next of the most significant parts of such BILLING CODE 8011–01–P statements. NAV calculation. Under normal market conditions,7 A. Self-Regulatory Organization’s each Large Cap Futures Fund will SECURITIES AND EXCHANGE Statement of the Purpose of, and the attempt to gain leveraged or inverse COMMISSION Statutory Basis for, the Proposed Rule leveraged exposure, as applicable, to the Change Large Cap Benchmark primarily through [Release No. 34–81388; File No. SR– investments in Lead Month E-Mini S&P NYSEArca–2017–69] 1. Purpose 500 Stock Price Index Futures.8 Each Self-Regulatory Organizations; NYSE Large Cap Futures Fund also may take The Exchange proposes to list and Arca, Inc.; Notice of Filing of Proposed positions in standard futures contracts trade shares (‘‘Shares’’) of the following on the S&P 500 Index (together with Rule Change To List and Trade Shares under Commentary .02 to NYSE Arca of ProShares QuadPro Funds Under Lead Month E-Mini S&P 500 Stock Price Equities Rule 8.200, which governs the Index Futures, ‘‘Large Cap Futures NYSE Arca Equities Rule 8.200 listing and trading of Trust Issued Contracts’’). The ProShares QuadPro August 14, 2017. Receipts (‘‘TIRs’’) 4: ProShares QuadPro U.S. Large Cap Futures Long Fund will Pursuant to Section 19(b)(1) 1 of the U.S. Large Cap Futures Long Fund; Securities Exchange Act of 1934 (the ProShares QuadPro U.S. Large Cap 6 The Large Cap Benchmark is the price on the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Futures Short Fund; ProShares QuadPro Chicago Mercantile Exchange (‘‘CME’’) of lead month (i.e., near-month or next-to-expire) E-Mini notice is hereby given that, on July 31, U.S. Small Cap Futures Long Fund; and S&P 500 Stock Price Index Futures Contracts. 2017, NYSE Arca, Inc. (the ‘‘Exchange’’ ProShares QuadPro U.S. Small Cap Specifically, the Benchmark is the last traded price or ‘‘NYSE Arca’’) filed with the Futures Short Fund (each a ‘‘Fund’’ and, of such contracts on the CME prior to the calculation of the Fund’s net asset value (‘‘NAV’’), Securities and Exchange Commission collectively, the ‘‘Funds’’).5 which is typically calculated as of 4:00 p.m. each (the ‘‘Commission’’) the proposed rule Each of the Funds is a commodity day NYSE Arca is open for trading. The S&P 500 change as described in Items I and II pool that is a series of the ProShares Index is a float-adjusted, market capitalization- below, which Items have been prepared weighted index of 500 U.S. operating companies Trust II (‘‘Trust’’). The Funds’ sponsor and real estate investment trusts selected through by the self-regulatory organization. The and commodity pool operator is a process that factors in criteria such as liquidity, Commission is publishing this notice to price, market capitalization and financial viability. ProShare Capital Management LLC (the solicit comments on the proposed rule The CME Group is a member of the Intermarket ‘‘Sponsor’’). Brown Brothers Harriman & Surveillance Group (‘‘ISG’’). See note 20 [sic], infra. change from interested persons. Co. is the Administrator, the Custodian 7 The term ‘‘normal market conditions’’ includes, I. Self-Regulatory Organization’s and the Transfer Agent of each Fund but is not limited to, the absence of trading halts Statement of the Terms of Substance of and its Shares. SEI Investments in the applicable financial markets generally; operational issues (e.g., systems failure) causing the Proposed Rule Change Distribution Co. (‘‘SEI’’ or ‘‘Distributor’’) dissemination of inaccurate market information; or The Exchange proposes to list and is the distributor for the Funds’ Shares. force majeure type events such as natural or manmade disaster, act of God, armed conflict, act trade shares of the following under of terrorism, riot or labor disruption or any similar Commentary .02 to NYSE Arca Equities 4 Commentary .02 to NYSE Arca Equities Rule intervening circumstance. Rule 8.200 (‘‘Trust Issued Receipts’’): 8.200 applies to TIRs that invest in ‘‘Financial 8 According to the Registration Statement, an ‘‘e- Instruments.’’ The term ‘‘Financial Instruments,’’ as ProShares QuadPro U.S. Large Cap defined in Commentary .02(b)(4) to NYSE Arca mini futures contract’’ is an electronically traded Futures Long Fund; ProShares QuadPro futures contract that provides similar exposure, but Equities Rule 8.200, means any combination of with a lower dollar value, than a standard futures U.S. Large Cap Futures Short Fund; investments, including cash; securities; options on contract. In addition, because of their lower dollar ProShares QuadPro U.S. Small Cap securities and indices; futures contracts; options on value, e-mini futures contracts may permit the futures contracts; forward contracts; equity caps, Futures Long Fund; and ProShares collars and floors; and swap agreements. Funds to maintain exposure more precisely in line QuadPro U.S. Small Cap Futures Short with their current asset levels. The dollar volume mstockstill on DSK30JT082PROD with NOTICES 5 The Trust is registered under the Securities Act traded of e-mini futures contracts on the S&P 500 Fund. The proposed rule change is of 1933. On May 8, 2017, the Trust filed with the Index far exceeds the dollar volume traded of available on the Exchange’s Web site at Commission a registration statement on Form S–1 standard futures contracts on the S&P 500 Index. www.nyse.com, at the principal office of under the Securities Act of 1933 (15 U.S.C. 77a) For example, during the first quarter of 2017, the (‘‘Securities Act’’) relating to the Funds (File No. average daily volume—weighted average price 333–217767) (the ‘‘Registration Statement’’). The (‘‘VWAP’’) of e-mini futures contracts on the S&P 1 15 U.S.C. 78s(b)(1). description of the operation of the Trust and the 500 Index was $167.5 billion while the average 2 15 U.S.C. 78a. Funds herein is based, in part, on the Registration daily VWAP for standard contracts during the same 3 17 CFR 240.19b–4. Statement. period was $306 million. VerDate Sep<11>2014 17:47 Aug 17, 2017 Jkt 241001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\18AUN1.SGM 18AUN1


Document Created: 2017-08-18 07:40:54
Document Modified: 2017-08-18 07:40:54
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on February 23, 2017 and amended on June 15, 2017.
ContactJean E. Minarick, Senior Counsel, at (202) 551-6811, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 39475 
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