82 FR 61806 - Validea Capital Management, LLC, et al.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 249 (December 29, 2017)
Federal Register Volume 82, Issue 249 (December 29, 2017)
| Page Range | 61806-61808 | |
| FR Document | 2017-28166 |
[Federal Register Volume 82, Number 249 (Friday, December 29, 2017)] [Notices] [Pages 61806-61808] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-28166] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32952; 812-14805] Validea Capital Management, LLC, et al.; Notice of Application December 26, 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 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) index- based 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 [[Page 61807]] Fund in connection with the purchase and redemption of Creation Units; 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. ----------------------------------------------------------------------- Applicants: Validea Capital Management, LLC (the ``Initial Adviser''), a Connecticut limited liability company registered as an investment adviser under the Investment Advisers Act of 1940; ETF Series Solutions (the ``Trust''), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series; and Quasar Distributors, LLC (the ``Distributor''), a Delaware limited liability company and broker-dealer registered under the Securities Exchange Act of 1934 (``Exchange Act''). Filing Date: The application was filed on July 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 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 19, 2018 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: Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090; Applicants: the Initial Adviser, 363 Ridgewood Road West Hartford, Connecticut 06107; the Trust, 615 East Michigan Street Milwaukee, Wisconsin 53202; the Distributor, 777 East Wisconsin Avenue, 6th Floor, Milwaukee, Wisconsin 53202. FOR FURTHER INFORMATION CONTACT: Benjamin Kalish, Attorney-Advisor, at (202) 551-7361; 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 website 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 index exchange traded funds (``ETFs'').\1\ Fund shares will be purchased and redeemed at their NAV in Creation Units only. 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. --------------------------------------------------------------------------- \1\ Applicants request that the order apply to the new series of the Trust and any additional series of the Trust, and any other open-end management investment company or series thereof (each, included in the term ``Fund''), each of which will operate as an ETF and will track a specified index comprised of domestic or foreign equity and/or fixed income securities (each, an ``Underlying Index''). 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. --------------------------------------------------------------------------- 2. Each Fund will hold investment positions selected to correspond closely to the performance of an Underlying Index. In the case of Self- Indexing Funds, an affiliated person, as defined in section 2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of an Affiliated Person (``Second-Tier Affiliate''), of the Trust or a Fund, of an Adviser, of any sub-adviser to or promoter of a Fund, or of the Distributor will compile, create, sponsor or maintain the Underlying Index.\2\ --------------------------------------------------------------------------- \2\ Each Self-Indexing Fund will post on its website the identities and quantities of the investment positions that will form the basis for the Fund's calculation of its NAV at the end of the day. Applicants believe that requiring Self-Indexing Funds to maintain full portfolio transparency will help address, together with other protections, conflicts of interest with respect to such Funds. --------------------------------------------------------------------------- 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 effect creations and redemptions of Creation Units in kind and that are based on certain Underlying Indexes that include foreign securities, 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 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 [[Page 61808]] 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 investment positions 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.\3\ 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. --------------------------------------------------------------------------- \3\ 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. --------------------------------------------------------------------------- 9. 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. Brent J. Fields, Secretary. [FR Doc. 2017-28166 Filed 12-28-17; 8:45 am] BILLING CODE 8011-01-P
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#, Street name, and identifier (Lane, An individual from USPIS ACTION: Notice.
Avenue, etc.)). OPM did not accept this commented that in the section regarding
comment as the current instructions Police Record, an applicant should be SUMMARY: The Postal Service gives
already request this information. asked whether they have ever been notice of filing a request with the Postal
An individual from USPIS arrested or used drugs, or that Regulatory Commission to add a
commented that in Section 12, Where information should be collected domestic shipping services contract to
You Went to School, degree and specifically regarding the past 5 or 10 the list of Negotiated Service
diploma information should remain as years. OPM did not accept this comment Agreements in the Mail Classification
part of the collection to comply with the because information relating to drug Schedule’s Competitive Products List.
Federal Investigative Standards (FIS). related arrests is already collected in the DATES: Date of notice required:
No changes were needed in response to Police Record section and information December 29, 2017.
this comment because the regarding drug use for a specific period FOR FURTHER INFORMATION CONTACT:
recommended change was included in is collected in Section 17, Illegal Use of Elizabeth A. Reed, 202–268–3179.
the 60 day Federal Register Notice of Drugs and Drug Activity. SUPPLEMENTARY INFORMATION: The
proposed changes to the SF 85. A recommendation was received from United States Postal Service® hereby
An individual from USPIS the PAC PMO to require collection of gives notice that, pursuant to 39 U.S.C.
commented that separating Section 13b, information regarding alcohol abuse 3642 and 3632(b)(3), on December 22,
Employment Activities—Former Federal based on the suitability factor identified 2017, it filed with the Postal Regulatory
Service, from the collection of other in 5 CFR 731. OPM did not accept this Commission a USPS Request to Add
employment information could produce change at this time, but will consider Priority Mail Express & Priority Mail
a duplication of information. OPM the modification as part of an additional Contract 56 to Competitive Product List.
accepted this comment, will remove review to occur later. Documents are available at
Section 13b, and will require reporting Analysis www.prc.gov, Docket Nos. MC2018–86,
of former federal service employment in CP2018–128.
Section 13a, Employment Activities. Agency: NBIB, U.S. Office of
An individual from USPIS Personnel Management. Elizabeth A. Reed,
recommends removing Section 16, Title: Questionnaire for Non-Sensitive Attorney, Corporate and Postal Business Law.
‘‘People Who Know You Well’’, because Positions (SF 85). [FR Doc. 2017–28109 Filed 12–28–17; 8:45 am]
the information is not required for the OMB Number: 3206–0261. BILLING CODE 7710–12–P
background investigation at this level. Affected Public: The SF 85 is an
OPM accepted this comment and will information collections completed by
remove Section 16. applicants for, or incumbents of, Federal SECURITIES AND EXCHANGE
NTEU commented that they do not Government civilian positions, or COMMISSION
object to the addition of Section 17, positions in private entities performing
work for the Federal Government under [Investment Company Act Release No.
Police Record, but believes that OPM 32952; 812–14805]
requests information in this proposed contract. The SF 85 will be used by the
section without sufficient justification. Federal Government in conducting Validea Capital Management, LLC, et
Individuals would be required to report background investigations and al.; Notice of Application
convictions that were expunged under reinvestigations of persons under
federal or state law or otherwise stricken consideration for, or retention of, non- December 26, 2017.
from court records. It would also, in sensitive positions. The form may also AGENCY: Securities and Exchange
direct contrast to the current OF–306, be used by agencies in determining Commission (‘‘Commission’’).
require individuals to report charges whether a subject performing work for, ACTION: Notice of an application for an
that were dismissed. The information or on behalf of, the Government under order under section 6(c) of the
that the section would require, a contract, should be deemed eligible for Investment Company Act of 1940 (the
moreover, includes information about logical or physical access. For ‘‘Act’’) for an exemption from sections
charges and proceedings (regardless of applicants, the SF 85 is to be used only 2(a)(32), 5(a)(1), 22(d), and 22(e) of the
the outcome) that occurred when an after a conditional offer of employment Act and rule 22c–1 under the Act, under
individual was a minor, even if the has been made, unless OPM has granted sections 6(c) and 17(b) of the Act for an
record in the matter is under seal. OPM an exception. exemption from sections 17(a)(1) and
did not accept this comment because Number of Respondents: 55,040. 17(a)(2) of the Act, and under section
the questions are designed to elicit Estimated Time per Respondent: 120 12(d)(1)(J) for an exemption from
information regarding criminal history minutes. sections 12(d)(1)(A) and 12(d)(1)(B) of
record information, to permit the Total Burden Hours: 110,080. the Act. The requested order would
individual to explain the circumstances U.S. Office of Personnel Management. permit (a) index-based series of certain
of offenses or charges, and to obtain Kathleen M. McGettigan, open-end management investment
details to assist in locating and Acting Director. companies (‘‘Funds’’) to issue shares
obtaining records for the background [FR Doc. 2017–28203 Filed 12–28–17; 8:45 am] redeemable in large aggregations only
investigation. Collecting criminal record BILLING CODE 6326–53–P
(‘‘Creation Units’’); (b) secondary market
information from the individual transactions in Fund shares to occur at
provides efficiency and affords the negotiated market prices rather than at
ethrower on DSK3G9T082PROD with NOTICES
individual the opportunity to provide net asset value (‘‘NAV’’); (c) certain
contextual details about conduct. Such POSTAL SERVICE Funds to pay redemption proceeds,
details are needed by agencies in Product Change—Priority Mail Express under certain circumstances, more than
applying suitability criteria and/or and Priority Mail Negotiated Service seven days after the tender of shares for
assessing whether granting a PIV will Agreement redemption; (d) certain affiliated
present an unacceptable risk to people, persons of a Fund to deposit securities
property, and/or information systems. AGENCY: Postal ServiceTM. into, and receive securities from, the
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![61808 Federal Register / Vol. 82, No. 249 / Friday, December 29, 2017 / Notices
connection with certain services, proposed transaction is consistent with Percent
transactions, and underwritings, (ii) the policies of each registered
excessive layering of fees, and (iii) investment company involved; and (c) Non-Profit Organizations With-
overly complex fund structures, which the proposed transaction is consistent out Credit Available Else-
are the concerns underlying the limits with the general purposes of the Act. where ..................................... 2.500
in sections 12(d)(1)(A) and (B) of the For Economic Injury:
For the Commission, by the Division of Non-Profit Organizations With-
Act. Investment Management, under delegated out Credit Available Else-
8. Applicants request an exemption authority. where ..................................... 2.500
from sections 17(a)(1) and 17(a)(2) of the Brent J. Fields,
Act to permit persons that are Affiliated Secretary. The number assigned to this disaster
Persons, or Second-Tier Affiliates, of the for physical damage is 15414B and for
[FR Doc. 2017–28166 Filed 12–28–17; 8:45 am]
Funds, solely by virtue of certain economic injury is 154150.
BILLING CODE 8011–01–P
ownership interests, to effectuate
purchases and redemptions in-kind. The (Catalog of Federal Domestic Assistance
deposit procedures for in-kind Number 59008)
purchases of Creation Units and the SMALL BUSINESS ADMINISTRATION
Jerome Edwards,
redemption procedures for in-kind [Disaster Declaration #15414 and #15415; Acting Associate Administrator for Disaster
redemptions of Creation Units will be ALASKA Disaster Number AK–00037] Assistance.
the same for all purchases and [FR Doc. 2017–28162 Filed 12–28–17; 8:45 am]
redemptions and Deposit Instruments Presidential Declaration of a Major
BILLING CODE 8025–01–P
and Redemption Instruments will be Disaster for Public Assistance Only for
valued in the same manner as those the State of Alaska
investment positions currently held by AGENCY: U.S. Small Business SOCIAL SECURITY ADMINISTRATION
the Funds. Applicants also seek relief Administration.
from the prohibitions on affiliated [Docket No. SSA–2017–0067]
ACTION: Notice.
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its SUMMARY: This is a Notice of the Rate for Assessment on Direct
shares from a Fund of Funds, and to Presidential declaration of a major Payment of Fees to Representatives in
engage in the accompanying in-kind disaster for Public Assistance Only for 2018
transactions with the Fund of Funds.3 the State of Alaska (FEMA–4351–DR), AGENCY: Social Security Administration
The purchase of Creation Units by a dated 12/20/2017. (SSA).
Fund of Funds directly from a Fund will Incident: Severe Storm.
be accomplished in accordance with the ACTION: Notice.
Incident Period: 09/28/2017 through
policies of the Fund of Funds and will 09/30/2017. SUMMARY: We are announcing that the
be based on the NAVs of the Funds. DATES: Issued on 12/20/2017. assessment percentage rate under the
9. Section 6(c) of the Act permits the Physical Loan Application Deadline Social Security Act (Act), is 6.3 percent
Commission to exempt any persons or Date: 02/19/2018. for 2018.
transactions from any provision of the Economic Injury (EIDL) Loan FOR FURTHER INFORMATION CONTACT:
Act if such exemption is necessary or Application Deadline Date: 09/20/2018.
appropriate in the public interest and Jeffrey C. Blair, Associate General
ADDRESSES: Submit completed loan Counsel for Program Law, Office of the
consistent with the protection of applications to: U.S. Small Business
investors and the purposes fairly General Counsel, Social Security
Administration, Processing And Administration, 6401 Security
intended by the policy and provisions of Disbursement Center, 14925 Kingsport
the Act. Section 12(d)(1)(J) of the Act Boulevard, Baltimore, MD 21235–6401.
Road, Fort Worth, TX 76155. Phone: (410) 965–3157, email
provides that the Commission may
FOR FURTHER INFORMATION CONTACT: A Jeff.Blair@ssa.gov.
exempt any person, security, or
Escobar, Office of Disaster Assistance, SUPPLEMENTARY INFORMATION: A
transaction, or any class or classes of
U.S. Small Business Administration, claimant may appoint a qualified
persons, securities, or transactions, from
409 3rd Street SW, Suite 6050, individual as a representative to act on
any provision of section 12(d)(1) if the
Washington, DC 20416, (202) 205–6734. his or her behalf in matters before the
exemption is consistent with the public
interest and the protection of investors. SUPPLEMENTARY INFORMATION: Notice is Social Security Administration (SSA). If
Section 17(b) of the Act authorizes the hereby given that as a result of the the claimant is entitled to past-due
Commission to grant an order President’s major disaster declaration on benefits and was represented either by
permitting a transaction otherwise 12/20/2017, Private Non-Profit an attorney or by a non-attorney
prohibited by section 17(a) if it finds organizations that provide essential representative who has met certain
that (a) the terms of the proposed services of a governmental nature may prerequisites, the Act provides that we
transaction are fair and reasonable and file disaster loan applications at the may withhold up to 25 percent of the
do not involve overreaching on the part address listed above or other locally past-due benefits and use that money to
of any person concerned; (b) the announced locations. pay the representative’s approved fee
The following areas have been directly to the representative.
3 The requested relief would apply to direct sales determined to be adversely affected by When we pay the representative’s fee
of shares in Creation Units by a Fund to a Fund of the disaster: directly to the representative, we must
ethrower on DSK3G9T082PROD with NOTICES
Funds and redemptions of those shares. Applicants, Primary Counties: North Slope Borough. collect from that fee payment an
moreover, are not seeking relief from section 17(a) The Interest Rates are:
for, and the requested relief will not apply to, assessment to recover the costs we incur
transactions where a Fund could be deemed an in determining and paying
Affiliated Person, or a Second-Tier Affiliate, of a
Percent
representatives’ fees. The Act provides
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control For Physical Damage: that the assessment we collect will be
with an Adviser provides investment advisory Non-Profit Organizations With the lesser of two amounts: A specified
services to that Fund of Funds. Credit Available Elsewhere ... 2.500 dollar limit; or the amount determined
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Document Created: 2018-01-03 13:16:37
Document Modified: 2018-01-03 13:16:37
| 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) index- based 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; 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 July 27, 2017. | |
| Contact | Benjamin Kalish, Attorney-Advisor, at (202) 551-7361; or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 61806 |
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