82 FR 57014 - Investment Company Act Release No. 32922; File No. 812-14786; Ausdal Unit Investment Trust and Ausdal Financial Partners, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 230 (December 1, 2017)

[Federal Register Volume 82, Number 230 (Friday, December 1, 2017)]
[Notices]
[Pages 57014-57015]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-25849]


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SECURITIES AND EXCHANGE COMMISSION


Investment Company Act Release No. 32922; File No. 812-14786; 
Ausdal Unit Investment Trust and Ausdal Financial Partners, Inc.

November 27, 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 unit 
investment trusts (``UITs'') to acquire shares of certain registered 
open-end investment companies, registered closed-end investment 
companies and registered UITs (collectively, the ``Underlying Funds'') 
that are within and outside the same group of investment companies as 
the acquiring UITs, in excess of the limits in section 12(d)(1) of the 
Act.
    Applicants: Ausdal Unit Investment Trust (the ``Trust''), a UIT 
that is or will be registered under the Act, and Ausdal Financial 
Partners, Inc. (``Ausdal''), an Iowa corporation registered as a 
broker-dealer under the Securities Exchange Act of 1934 (the ``Exchange 
Act'').
    Filing Dates: The application was filed on June 20, 2017, and 
amended on October 27, 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

[[Page 57015]]

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 22, 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, 3250 Lacey Road, 
Suite 130, Downers Grove, IL 60515, and Morrison C. Warren, Walter L. 
Draney and Suzanne M. Russell, Chapman and Cutler LLP, 111 West Monroe 
Street, Chicago, IL 60603.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915 or David J. Marcinkus, 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 Series \1\ to 
acquire shares of Underlying Funds \2\ 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, their principal 
underwriters and any broker or dealer registered under the Exchange Act 
to sell shares of the Underlying Funds to the Series in excess of the 
limits in section 12(d)(1)(B) of the Act.\3\ 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 Series.\4\ 
Applicants state that such transactions will be consistent with the 
policies of each Series 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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    \1\ Applicants request that the order apply to each existing and 
future series of the Trust and to any future registered UIT and 
series thereof sponsored by Ausdal or an entity controlling, 
controlled by or under common control with Ausdal (the ``Series'').
    \2\ Certain of the Underlying Funds may be registered as an 
open-end investment company or a UIT, but have received exemptive 
relief from the Commission to permit their shares to be listed and 
traded on a national securities exchange at negotiated prices and to 
operate as exchange-traded funds (``ETFs'').
    \3\ Applicants do not request relief for the Series to invest in 
reliance on the order in closed-end investment companies that are 
not listed and traded on a national securities exchange.
    \4\ A Series 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 section 
17(a) to permit a Series to purchase or redeem shares from the ETF. 
A Series will purchase and sell shares of an Underlying Fund that is 
a closed-end fund through secondary market transactions at market 
prices rather than through principal transactions with the closed-
end fund. Accordingly, applicants are not requesting section 17(a) 
relief with respect to transactions in shares of closed-end funds.
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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 an Underlying Fund that 
is not in the same ``group of investment companies'' as the UIT 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.
    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. 2017-25849 Filed 11-30-17; 8:45 am]
BILLING CODE 8011-01-P