83 FR 10942 - Nationwide Fund Advisors and ETF Series Solutions
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 49 (March 13, 2018)
Federal Register Volume 83, Issue 49 (March 13, 2018)
| Page Range | 10942-10944 | |
| FR Document | 2018-05039 |
[Federal Register Volume 83, Number 49 (Tuesday, March 13, 2018)] [Notices] [Pages 10942-10944] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-05039] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33042; 812-14849] Nationwide Fund Advisors and ETF Series Solutions March 8, 2018. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- 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) of the Act 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; (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; and (f) certain Funds (``Feeder Funds'') to create and redeem Creation Units in-kind in a master-feeder structure. Applicants: Nationwide Fund Advisors (the ``Initial Adviser''), a business trust organized under the laws of the state of Delaware 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 [[Page 10943]] management investment company with multiple series. Filing Dates: The application was filed on December 1, 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 April 2, 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: W. John McGuire, Esq., Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue NW, Washington, DC 20004-2541 and Michael D. Barolsky, Esq., U.S. Bancorp Fund Services, LLC, 615 E Michigan Street, Milwaukee, WI 53202. FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, at (202) 551-6812, or Andrea Ottomanelli Magovern, 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 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 (as defined below) to operate as actively-managed 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. Certain Funds may operate as Feeder Funds in a master-feeder structure. 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 described in the application as well as to additional series of the Trust and any other open-end management investment company or series thereof that currently exist or that may be created in the future (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 such entity and any successor thereto is included in the term ``Adviser'') and (b) comply with the terms and conditions of the application. For purposes of the requested Order, the term ``successor'' is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization. --------------------------------------------------------------------------- 2. Each Fund will consist of a portfolio of securities and other assets and investment positions (``Portfolio Instruments''). Each Fund will disclose on its website 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 only 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 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 [[Page 10944]] 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. --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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. 2018-05039 Filed 3-12-18; 8:45 am] BILLING CODE 8011-01-P
![10942 Federal Register / Vol. 83, No. 49 / Tuesday, March 13, 2018 / Notices
Notice of application for an order to NE, Washington, DC 20549–1090. For the Commission, by the Division of
amend a prior order under sections Applicants: 555 California Street 50th Investment Management, under delegated
17(d) and 57(i) of the Investment Floor, San Francisco, CA 94104 authority.
Company Act of 1940 (the ‘‘Act’’) and Eduardo A. Aleman,
FOR FURTHER INFORMATION CONTACT:
rule 17d–1 under the Act permitting Bruce MacNeil, Senior Counsel, at (202) Assistant Secretary.
certain joint transactions otherwise 551–6817 or David J. Marcinkus, Branch [FR Doc. 2018–05072 Filed 3–12–18; 8:45 am]
prohibited by sections 17(d) and 57(a)(4) Chief, at (202) 551–6821 (Division of BILLING CODE 8011–01–P
of the Act and rule 17d–1 under the Act. Investment Management, Chief
SUMMARY OF APPLICATION: Applicants Counsel’s Office).
request an order to amend a prior order SECURITIES AND EXCHANGE
SUPPLEMENTARY INFORMATION: The
that permits certain business COMMISSION
following is a summary of the
development companies (‘‘BDCs’’) and application. The complete application [Investment Company Act Release No.
registered closed-end investment may be obtained via the Commission’s 33042; 812–14849]
companies (‘‘closed-end funds’’) to co- website by searching for the file
invest in portfolio companies with each number, or for an applicant using the Nationwide Fund Advisors and ETF
other and with affiliated investment Company name box, at http:// Series Solutions
funds and accounts. www.sec.gov/search/search.htm or by
Applicants: Corporate Capital Trust, March 8, 2018.
calling (202) 551–8090.
Inc. (‘‘CCT I’’), a BDC; Corporate Capital Applicants’ Representations: AGENCY: Securities and Exchange
Trust II (‘‘CCT II’’), a BDC; KKR Income Commission (‘‘Commission’’).
1. On June 19, 2017, the Applicants
Opportunities Fund (‘‘KIO’’), a closed- received an order under Sections 17(d) ACTION: Notice.
end fund; FS/KKR Advisor, LLC (‘‘FS/ and 57(i) of the Act and Rule 17d–1
KKR Advisor’’); KKR Credit Advisors Notice of an application for an order
thereunder, permitting certain joint
(US) LLC (‘‘KKR Credit’’); the under section 6(c) of the Investment
transactions that otherwise may be
investment advisory subsidiaries and Company Act of 1940 (the ‘‘Act’’) for an
prohibited by Sections 17(d) and
relying advisers of KKR Credit set forth exemption from sections 2(a)(32),
57(a)(4) and Rule 17d–1 (the ‘‘Prior
on Schedule A to the application 5(a)(1), 22(d), and 22(e) of the Act and
Order’’).1 Unless stated otherwise,
(collectively, with FS/KKR Advisor and rule 22c–1 under the Act, under
defined terms used in the application sections 6(c) and 17(b) of the Act for an
KKR Credit, the ‘‘Existing KKR Credit have the meanings provided in the
Advisers’’); KKR Capital Markets exemption from sections 17(a)(1) and
application for the Prior Order (the 17(a)(2) of the Act, and under section
Holdings L.P. and its capital markets ‘‘Prior Application’’).
subsidiaries and other indirect, wholly- 12(d)(1)(J) of the Act for an exemption
2. The Applicants seek an order (the from sections 12(d)(1)(A) and
or majority-owned subsidiaries of KKR
‘‘Order’’) to amend the Prior Order to 12(d)(1)(B) of the Act. The requested
& Co. L.P. (‘‘KKR’’) set forth on
extend the relief granted therein to order would permit (a) actively-
Schedule A to the application
Future Regulated Entities whose managed series of certain open-end
(collectively, the ‘‘KCM Companies’’);
investment adviser is a KKR Credit management investment companies
KKR Financial Holdings LLC (‘‘KFN’’)
Adviser.2 Applicants also seek to amend (‘‘Funds’’) to issue shares redeemable in
and its wholly-owned subsidiaries set
the Prior Order to add FS/KKR Advisor large aggregations only (‘‘Creation
forth on Schedule A to the application
as an Applicant and to remove CNL Units’’); (b) secondary market
(together with wholly-owned
Fund Advisors Company and CNL Fund transactions in Fund shares to occur at
subsidiaries of KFN that may be formed
Advisors II, LLC as Applicants.3 negotiated market prices rather than at
in the future, the ‘‘KFN Subsidiaries.’’);
3. FS/KKR Advisor is a Delaware net asset value (‘‘NAV’’); (c) certain
and the Existing Affiliated Funds set
limited liability company, and, prior to Funds to pay redemption proceeds,
forth on Schedule A to the application.
relying on the requested relief, will be under certain circumstances, more than
Filing Dates: The application was
registered as an investment adviser seven days after the tender of shares for
filed on March 6, 2018.
Hearing or Notification of Hearing: An under the Advisers Act and controlled redemption; (d) certain affiliated
order granting the requested relief will by KKR Credit. persons of a Fund to deposit securities
be issued unless the Commission orders 4. Applicants state that the legal into, and receive securities from, the
a hearing. Interested persons may analysis in the Prior Application is Fund in connection with the purchase
request a hearing by writing to the equally applicable to this application. and redemption of Creation Units; (e)
Commission’s Secretary and serving Applicants’ Conditions: certain registered management
applicants with a copy of the request, If the Order is granted, the Conditions investment companies and unit
personally or by mail. Hearing requests of the Prior Order, as stated in the Prior investment trusts outside of the same
should be received by the Commission Application, will remain in effect. group of investment companies as the
by 5:30 p.m. on April 2, 2018, and Funds (‘‘Funds of Funds’’) to acquire
1 Corporate Capital Trust, Inc., et al. (File No.
should be accompanied by proof of shares of the Funds; and (f) certain
812–14408), Investment Company Act Release Nos.
service on applicants, in the form of an 32642 (May 22, 2017) (notice) and 32683 (June 19,
Funds (‘‘Feeder Funds’’) to create and
affidavit or, for lawyers, a certificate of 2017) (order). redeem Creation Units in-kind in a
service. Hearing requests should state 2 Per the Order, the term ‘‘Future Regulated master-feeder structure.
the nature of the writer’s interest, the Entity’’ would mean a closed-end management APPLICANTS: Nationwide Fund Advisors
investment company (a) that is registered under the
amozie on DSK30RV082PROD with NOTICES
reason for the request, and the issues (the ‘‘Initial Adviser’’), a business trust
Act or has elected to be regulated as a BDC and (b)
contested. Persons who wish to be whose investment adviser is a KKR Credit Adviser organized under the laws of the state of
notified of a hearing may request that is registered as an investment adviser under the Delaware registered as an investment
notification by writing to the Investment Advisers Act of 1940 (the ‘‘Advisers adviser under the Investment Advisers
Commission’s Secretary. Act’’).
3 CNL Fund Advisors Company and CNL Fund Act of 1940, ETF Series Solutions (the
ADDRESSES: Secretary, U.S. Securities Advisors II, LLC currently serve as investment ‘‘Trust’’), a Delaware statutory trust
and Exchange Commission, 100 F St. adviser to CCT I and CCT II, respectively. registered under the Act as an open-end
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![10944 Federal Register / Vol. 83, No. 49 / Tuesday, March 13, 2018 / Notices
shares from a Fund of Funds, and to SECURITIES AND EXCHANGE DEPARTMENT OF STATE
engage in the accompanying in-kind COMMISSION [Public Notice: 10307]
transactions with the Fund of Funds.2
The purchase of Creation Units by a [Release No. 34–82697; File No. SR–BOX– 60-Day Notice of Proposed Information
Fund of Funds directly from a Fund will 2018–07] Collection: Statement Regarding a
be accomplished in accordance with the Lost or Stolen U.S. Passport Book and/
policies of the Fund of Funds and will Self-Regulatory Organizations; BOX or Card
be based on the NAVs of the Funds. Options Exchange LLC; Notice of
9. Applicants also request relief to Filing and Immediate Effectiveness of Notice of request for public
ACTION:
permit a Feeder Fund to acquire shares Proposed Rule Change To Expand the comment.
of another registered investment Short Term Option Series Program SUMMARY: The Department of State is
company managed by the Adviser seeking Office of Management and
having substantially the same February 13, 2018.
Budget (OMB) approval for the
investment objectives as the Feeder Correction information collection described below.
Fund (‘‘Master Fund’’) beyond the In accordance with the Paperwork
limitations in section 12(d)(1)(A) and In notice document 2017–03306 Reduction Act of 1995, we are
permit the Master Fund, and any beginning on page 7279 in the issue of requesting comments on this collection
principal underwriter for the Master Tuesday, February 20, 2017, make the from all interested individuals and
Fund, to sell shares of the Master Fund following correction: organizations. The purpose of this
to the Feeder Fund beyond the notice is to allow 60 days for public
On page 7282, in the first column, in
limitations in section 12(d)(1)(B). comment preceding submission of the
the twelfth through thirteenth lines,
10. Section 6(c) of the Act permits the ‘‘March 9, 2018’’ should read ‘‘March collection to OMB.
Commission to exempt any persons or 13, 2018’’. DATES: The Department will accept
transactions from any provision of the [FR Doc. C1–2018–03306 Filed 3–12–18; 8:45 am] comments from the public up to May 14,
Act if such exemption is necessary or 2018.
BILLING CODE 1301–00–P
appropriate in the public interest and ADDRESSES:
consistent with the protection of You may submit comments by any of
investors and the purposes fairly the following methods:
intended by the policy and provisions of • Web: Persons with access to the
the Act. Section 12(d)(1)(J) of the Act DEPARTMENT OF STATE
internet may comment on this notice by
provides that the Commission may going to www.Regulations.gov. You can
exempt any person, security, or [Public Notice: 10356]
search for the document by entering
transaction, or any class or classes of ‘‘Docket Number: DOS–2018–0008’’ in
persons, securities, or transactions, from Determination Under the Foreign
the Search field. Then click the
any provision of section 12(d)(1) if the Assistance Act of 1961 for Assistance
‘‘Comment Now’’ button and complete
exemption is consistent with the public for Iraq
the comment form.
interest and the protection of investors. • Email: PPTFormsOfficer@state.gov.
Section 17(b) of the Act authorizes the Pursuant to the authority vested in me • Regular Mail: Send written
Commission to grant an order by section 506(a)(2)(A)(i)(II) of the comments to: PPT Forms Officer, U.S.
permitting a transaction otherwise Foreign Assistance Act of 1961 (FAA), Department of State, CA/PPT/S/L/LA,
prohibited by section 17(a) if it finds and the President’s Memorandum of 44132 Mercure Cir, P.O. Box 1227,
that (a) the terms of the proposed Delegation dated December 4, 2017, I Sterling, VA 20166–1227.
transaction are fair and reasonable and hereby determine that it is in the You must include the DS form
do not involve overreaching on the part national interest of the United States to number (if applicable), information
of any person concerned; (b) the draw down articles and services from collection title, and the OMB control
proposed transaction is consistent with the inventory and resources of any number in any correspondence.
the policies of each registered agency of the U.S. government, and SUPPLEMENTARY INFORMATION:
investment company involved; and (c) military education and training from the • Title of Information Collection:
the proposed transaction is consistent Department of Defense, for the purposes Statement Regarding a Lost or Stolen
with the general purposes of the Act. and under the authorities of chapter 9 U.S. Passport Book and/or Card.
For the Commission, by the Division of of Part I of the FAA. I therefore direct • OMB Control Number: 1405–0014.
Investment Management, under delegated the drawdown of up to $22,000,000 of • Type of Request: Revision of a
authority. articles and services from the inventory Currently Approved Collection.
Eduardo A. Aleman, and resources of any agency of the U.S. • Originating Office: Bureau of
Assistant Secretary. government, and military education and Consular Affairs, Passport Services,
Office of Legal Affairs (CA/PPT/S/L/
[FR Doc. 2018–05039 Filed 3–12–18; 8:45 am] training from the Department of
LA).
BILLING CODE 8011–01–P Defense, to provide assistance for Iraq. • Form Number: DS–64.
This determination shall be reported • Respondents: Individuals or
2 The requested relief would apply to direct sales
to Congress and published in the Households.
of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants, Federal Register. • Estimated Number of Respondents :
amozie on DSK30RV082PROD with NOTICES
moreover, are not seeking relief from section 17(a) 643,400.
for, and the requested relief will not apply to, Rex W. Tillerson, • Estimated Number of Responses:
transactions where a Fund could be deemed an Secretary of State. 643,400.
Affiliated Person, or a Second-Tier Affiliate, of a [FR Doc. 2018–05036 Filed 3–12–18; 8:45 am] • Average Time per Response: 10
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control BILLING CODE 4710–31–P minutes.
with an Adviser provides investment advisory • Total Estimated Burden Time:
services to that Fund of Funds. 107,233 hours.
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Document Created: 2018-03-13 01:57:08
Document Modified: 2018-03-13 01:57:08
| 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 December 1, 2017. | |
| Contact | Courtney S. Thornton, Senior Counsel, at (202) 551-6812, or Andrea Ottomanelli Magovern, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 83 FR 10942 |
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