82 FR 52756 - Meeder Funds Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 218 (November 14, 2017)

Page Range		52756-52757
FR Document		2017-24628

Federal Register, Volume 82 Issue 218 (Tuesday, November 14, 2017)

[Federal Register Volume 82, Number 218 (Tuesday, November 14, 2017)]
[Notices]
[Pages 52756-52757]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-24628]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32898; File No. 812-14775]


Meeder Funds Trust, et al.

November 8, 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) and (B) 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 that are outside of the same group of investment 
companies as the acquiring investment companies, in

[[Page 52757]]

excess of the limits in section 12(d)(1) of the Act.

APPLICANTS:  Meeder Funds Trust (the ``Trust''), a Massachusetts 
business trust registered under the Act as an open-end investment 
company with multiple series; Meeder Asset Management, Inc., an Ohio 
corporation registered as an investment adviser under the Investment 
Advisers Act of 1940 (the ``Adviser,''), and Adviser Dealer Services, 
Inc. (the ``Distributor''), an Ohio corporation registered as a broker-
dealer under the Securities Exchange Act of 1934 (``Exchange Act'').

FILING DATES:  The application was filed on May 16, 2017 and amended on 
September 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 December 4, 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: Michael Wible, 
Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, Ohio 
43215.

FOR FURTHER INFORMATION CONTACT: James D. McGinnis, Senior Counsel, at 
(202) 551-3025, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 
(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) registered open-end 
management investment companies (the ``Investing Funds'') that are not 
part of the same ``group of investment companies,'' as defined in 
section 12(d)(1)(G)(ii) of the Act, as the Trust, to acquire shares in 
series of the Trust (the ``Funds'') \1\ in excess of the limits in 
section 12(d)(1)(A) of the Act \2\ and (b) the Funds, any principal 
underwriter for a Fund, and any broker or dealer registered under the 
Exchange Act (a ``Broker'') to sell shares of the Funds to the 
Investing Funds in excess of the limits of section 12(d)(1)(B) of the 
Act. Applicants also request an order under sections 6(c) and 17(b) of 
the Act to exempt applicants from section 17(a) to the extent necessary 
to permit a Fund to sell its shares to, and redeem its shares from, an 
Investing Fund.
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    \1\ Applicants request that the relief apply to: (1) Each 
registered, open-end management investment company or series thereof 
that currently or subsequently is part of the same `group of 
investment companies,' within the meaning of Section 12(d)(1)(G)(ii) 
of the Act, as the Trust and is advised by the Adviser (included in 
the term `Funds'); (2) each Investing Fund that enters into a 
Participation Agreement (as defined in the Application) with a Fund 
to purchase shares of the Fund; and (3) any principal underwriter to 
a Fund or Broker selling shares of a Fund.
    \2\ Certain of the Funds created in the future may be registered 
under the Act as open-end management investment companies and may 
have received exemptive relief to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices.
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    2. 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 a Fund through control 
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.
    3. 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. 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. 2017-24628 Filed 11-13-17; 8:45 am]
 BILLING CODE 8011-01-P

52756 Federal Register / Vol. 82, No. 218 / Tuesday, November 14, 2017 / Notices

allocation priority of Customer orders Paper Comments behalf of Customers have priority over
by indicating that ECOs on behalf of • Send paper comments in triplicate same-priced ECOs for non-Customers. In
Customers will have priority over same- to Brent J. Fields, Secretary, Securities addition, Amendment No. 1 indicates
priced ECOs for non-Customers.93 New and Exchange Commission, 100 F Street that a COA-eligible order may trade
NYSE American Rule 980NY(e)(7)(B) NE., Washington, DC 20549–1090. immediately in full (or in a permissible
provides that, after allocations pursuant ratio) with a resting ECO priced equal to
All submissions should refer to File
to NYSE American Rule 980NY(e)(7)(A), the contra-side Complex BBO, unless
Number SR–NYSEAMER–2017–15. This
a COA-eligible order will trade with each leg of the contra-side Complex
file number should be included on the
best-priced contra-side interest pursuant BBO includes Customer interest.
subject line if email is used. To help the
to NYSE American Rule 980NY(c)(ii) or Amendment No. 1 also clarifies the
Commission process and review your
(iii). NYSE American Rule 980NY(e)(7) circumstances under which ECOs that
comments more efficiently, please use
states that any unexecuted portion of a execute against each other must trade at
only one method. The Commission will
COA-eligible order will be ranked in the a price that is better than the
post all comments on the Commission’s
Consolidated Book. The Commission corresponding leg market interest. The
Internet Web site (http://www.sec.gov/
believes that these provisions establish Commission believes that Amendment
rules/sro.shtml). Copies of the
additional execution opportunities for a No. 1 does not raise any novel
submission, all subsequent
COA-eligible order, or portion of a COA- regulatory issues and instead provides
amendments, all written statements
eligible order, that does not execute additional clarity in the rule text.
with respect to the proposed rule
during the COA, and provide clarity Accordingly, the Commission finds
change that are filed with the
regarding the handling of these orders. good cause for approving the proposed
Commission, and all written
rule change, as modified by Amendment
The Commission believes that the communications relating to the
No. 1, on an accelerated basis.
proposed changes to Commentary .02 to proposed rule change between the
NYSE American Rule 980NY clarify the Commission and any person, other than VI. Conclusion
circumstances under which an ECO that those that may be withheld from the It is therefore ordered, pursuant to
executes against another ECO must public in accordance with the Section 19(b)(2) of the Act,97 that the
trade at a price that is better than leg provisions of 5 U.S.C. 552, will be proposed rule change (File No. SR–
market interest. Specifically, available for Web site viewing and NYSEAMER–2017–15), as modified by
Commentary .02 indicates that the ECOs printing in the Commission’s Public Amendment No. 1, is approved on an
must trade at an improved price when Reference Room, 100 F Street NE., accelerated basis.
each leg of the contra-side Complex Washington, DC 20549 on official
business days between the hours of For the Commission, by the Division of
BBO for the components of the ECO Trading and Markets, pursuant to delegated
includes Customer interest.94 The 10:00 a.m. and 3:00 p.m. Copies of such authority.98
Commission notes that Commentary .02 filing also will be available for
Eduardo A. Aleman,
is consistent with the Customer priority inspection and copying at the principal
Assistant Secretary.
provisions of new NYSE American office of the Exchange. All comments
received will be posted without change. [FR Doc. 2017–24576 Filed 11–13–17; 8:45 am]
Rules 980NY(c)(ii) and (e)(2).95
Persons submitting comments are BILLING CODE 8011–01–P
IV. Solicitation of Comments on cautioned that we do not redact or edit
Amendment No. 1 personal identifying information from
SECURITIES AND EXCHANGE
Interested persons are invited to comment submissions. You should
COMMISSION
submit written data, views, and submit only information that you wish
arguments concerning whether to make available publicly. All [Investment Company Act Release No.
submissions should refer to File 32898; File No. 812–14775]
Amendment No. 1 is consistent with the
Act. Comments may be submitted by Number SR–NYSEAMER–2017–15, and
should be submitted on or before Meeder Funds Trust, et al.
any of the following methods:
December 5, 2017. November 8, 2017.
Electronic Comments AGENCY: Securities and Exchange
V. Accelerated Approval of Proposed
Rule Change, as Modified by Commission (‘‘Commission’’).
• Use the Commission’s Internet
Amendment No. 1 ACTION: Notice.
comment form (http://www.sec.gov/
rules/sro.shtml); or The Commission finds good cause to Notice of an application for an order
• Send an email to rule-comments@ approve the proposed rule change, as under section 12(d)(1)(J) of the
sec.gov. Please include File Number SR– modified by Amendment No. 1, prior to Investment Company Act of 1940 (the
NYSEAMER–2017–15 on the subject the thirtieth day after the date of ‘‘Act’’) for an exemption from sections
line. publication of the notice of Amendment 12(d)(1)(A) and (B) of the Act and under
No. 1 in the Federal Register. In sections 6(c) and 17(b) of the Act for an
93 See Amendment No. 1. Amendment No. 1, NYSE American exemption from sections 17(a)(1) and (2)
94 See id. revises its original proposal to make the of the Act.
95 As described more fully above, new NYSE changes discussed in detail above.96 The requested order would permit
American Rule 980NY(c)(ii) provides the leg Notably, in Amendment No. 1, NYSE certain registered open-end investment
markets first priority to trade against an incoming American revises its proposal to provide companies to acquire shares of certain
ethrower on DSK3G9T082PROD with NOTICES

marketable ECO only when the contra-side leg
market interest for each component leg of the ECO additional clarity to the Customer registered open-end investment
includes Customer interest. New NYSE American priority provisions of the proposed companies that are outside of the same
Rule 980NY(e)(2) provides that a COA-eligible order rules. In this regard, Amendment No. 1 group of investment companies as the
may execute against ECOs resting in the makes clear that when allocating orders
Consolidated Book that are priced equal to the
acquiring investment companies, in
contra-side Complex BBO, unless each leg of the at the conclusion of a COA, ECOs on
97 15 U.S.C. 78s(b)(2).
contra-side Complex BBO includes Customer
interest. 96 See footnote 6, supra. 98 17 CFR 200.30–3(a)(12).

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Document Created: 2018-10-25 10:33:04
Document Modified: 2018-10-25 10:33:04

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.
Dates		The application was filed on May 16, 2017 and amended on September 15, 2017.
Contact		James D. McGinnis, Senior Counsel, at (202) 551-3025, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 52756