83_FR_22815 83 FR 22720 - Franklin Alternative Strategies Funds, et al.

83 FR 22720 - Franklin Alternative Strategies Funds, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 95 (May 16, 2018)

Page Range22720-22722
FR Document2018-10383

Federal Register, Volume 83 Issue 95 (Wednesday, May 16, 2018)
[Federal Register Volume 83, Number 95 (Wednesday, May 16, 2018)]
[Notices]
[Pages 22720-22722]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-10383]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33095; File No. 812-14819]


Franklin Alternative Strategies Funds, et al.

May 10, 2018.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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    Notice of an application for an order pursuant to: (a) Section 6(c) 
of the Investment Company Act of 1940 (``Act'') granting an exemption 
from sections 18(f) and 21(b) of the Act; (b) section 12(d)(1)(J) of 
the Act granting an exemption from section 12(d)(1) of the Act; (c) 
sections 6(c) and 17(b) of the Act granting an exemption from sections 
17(a)(1), 17(a)(2) and 17(a)(3) of the Act; and (d) section 17(d) of 
the Act and rule 17d-1 under the Act to permit certain joint 
arrangements and transactions. Applicants request an order that would 
supersede a prior order and that would permit certain registered 
management investment companies to participate in a joint lending and 
borrowing facility.\1\
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    \1\ Franklin Gold Fund, et al., Investment Company Act Release 
Nos. 24016 (Sept. 16, 1999) and 24080 (Oct. 13, 1999).

Applicants: Franklin Alternative Strategies Funds, Franklin California 
Tax-Free Income Fund, Franklin California Tax-Free Trust, Franklin 
Custodian Funds, Franklin ETF Trust, Franklin Federal Tax-Free Income 
Fund, Franklin Floating Rate Master Trust, Franklin Fund Allocator 
Series, Franklin Global Trust, Franklin Gold and Precious Metals Fund, 
Franklin High Income Trust, Franklin Investors Securities Trust, 
Franklin Managed Trust, Franklin U.S. Government Money Fund, Franklin 
Municipal Securities Trust, Franklin Mutual Series Funds, Franklin New 
York Tax-Free Income Fund, Franklin New York Tax-Free Trust, Franklin 
Real Estate Securities Trust, Franklin Strategic Mortgage Portfolio, 
Franklin Strategic Series, Franklin Tax-Free Trust, Franklin Templeton 
ETF Trust, Franklin Templeton Global Trust, Franklin Templeton 
International Trust, Franklin Templeton Money Fund Trust, Franklin 
Templeton Variable Insurance Products Trust, Franklin Value Investors 
Trust, Institutional Fiduciary Trust, Templeton China World Fund, 
Templeton Developing Markets Trust, Templeton Funds, Templeton Global 
Investment Trust, Templeton Global Opportunities Trust, Templeton 
Global Smaller Companies Fund, Templeton Growth

[[Page 22721]]

Fund, Inc., Templeton Income Trust, Templeton Institutional Funds, and 
The Money Market Portfolios, each an investment company organized as a 
Delaware statutory trust or a Maryland corporation and registered under 
the Act as an open-end management investment company, on behalf of all 
existing series \2\ (the ``Open-End Funds''); Franklin Limited Duration 
Income Trust, Franklin Universal Trust, Templeton Dragon Fund, Inc., 
Templeton Emerging Markets Fund, Templeton Emerging Markets Income 
Fund, and Templeton Global Income Fund, each organized as a Delaware 
statutory trust or a Massachusetts business trust and registered under 
the Act as a closed-end investment management investment company (the 
``Closed-End Funds,'' \3\ and together with the Open-End Funds, the 
``Funds''); Franklin Advisers, Inc., a California corporation; Franklin 
Templeton Investment Management Limited, a United Kingdom company; K2/
D&S Management Co., L.L.C., FASA LLC, Franklin Templeton Institutional, 
LLC, Franklin Advisory Services, LLC, Franklin Mutual Advisers, LLC, 
and Templeton Investment Counsel, LLC, each a Delaware limited 
liability company; Templeton Asset Management Ltd., a Singapore public 
company, and Templeton Global Advisors Limited, a Bahamas company; each 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (each an ``Adviser'').
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    \2\ Certain Funds (as defined below) are, and future Funds may 
be, money market funds that comply with rule 2a-7 of the Act (each a 
``Money Market Fund''). Money Market Funds will not participate as 
borrowers under the interfund lending facility because they do not 
need to borrow cash to meet redemptions.
    \3\ The requested order will not permit Closed-End Funds to 
participate as borrowers in the interfund lending facility.

Filing Dates:  The application was filed on September 14, 2017, and 
---------------------------------------------------------------------------
amended on March 9, 2018.

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 June 4, 2018, 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: Craig S. Tyle, Esq., 
Franklin Templeton Investments, One Franklin Parkway, San Mateo, CA 
94403 and Bruce G. Leto, Esq., Stradley Ronon Stevens & Young, LLP, 
2600 One Commerce Square, Philadelphia, PA 19103.

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 website by searching for the file number, or 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 permit the applicants to 
participate in an interfund lending facility where each Fund could lend 
money directly to and borrow money directly from other Funds to cover 
unanticipated cash shortfalls, such as unanticipated redemptions or 
trade fails.\4\ The Funds will not borrow under the facility for 
leverage purposes and the loans' duration will be no more than 7 
days.\5\
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    \4\ Applicants request that the order apply to the applicants 
and to any other registered open-end or closed-end management 
investment company or series thereof (each a ``Fund'' and 
collectively, the ``Funds'') for which the Advisers or any 
successors-in-interest thereto or an investment adviser controlling, 
controlled by, or under common control with any Adviser or any 
successor-in-interest thereto serves as investment adviser (each 
such investment adviser, an ``Adviser''). For purposes of the 
requested order, ``successor-in-interest'' is limited to any entity 
that results from a reorganization into another jurisdiction or a 
change in the type of a business organization.
    \5\ Any Fund, however, will be able to call a loan on one 
business day's notice.
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    2. Applicants anticipate that the proposed facility would provide a 
borrowing Fund with a source of liquidity at a rate lower than the bank 
borrowing rate at times when the cash position of the Fund is 
insufficient to meet temporary cash requirements. In addition, Funds 
making short-term cash loans directly to other Funds would earn 
interest at a rate higher than they otherwise could obtain from 
investing their cash in repurchase agreements or certain other short 
term money market instruments. Thus, applicants assert that the 
facility would benefit both borrowing and lending Funds.
    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Among others, each Adviser, through a designated committee, would 
administer the facility as a disinterested fiduciary as part of its 
duties under the investment advisory and administrative agreements with 
the Funds and would receive no additional fee as compensation for its 
services in connection with the administration of the facility. The 
facility would be subject to oversight and certain approvals by the 
Funds' Board, including, among others, approval of the interest rate 
formula and of the method for allocating loans across Funds, as well as 
review of the process in place to evaluate the liquidity implications 
for the Funds. A Fund's aggregate outstanding interfund loans will not 
exceed 15% of its net assets, and the Fund's loans to any one Fund will 
not exceed 5% of the lending Fund's net assets.\6\
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    \6\ Under certain circumstances, a borrowing Fund will be 
required to pledge collateral to secure the loan.
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    4. Applicants assert that the facility does not raise the concerns 
underlying section 12(d)(1) of the Act given that the Funds are part of 
the same group of investment companies and there will be no duplicative 
costs or fees to the Funds.\7\ Applicants also assert that the proposed 
transactions do not raise the concerns underlying sections 17(a)(1), 
17(a)(3), 17(d) and 21(b) of the Act as the Funds would not engage in 
lending transactions that unfairly benefit insiders or are detrimental 
to the Funds. Applicants state that the facility will offer both 
reduced borrowing costs and enhanced returns on loaned funds to all 
participating Funds and each Fund would have an equal opportunity to 
borrow and lend on equal terms based on an interest rate formula that 
is objective and verifiable. With respect to the relief from section 
17(a)(2) of the Act, applicants note that any collateral pledged to 
secure an interfund loan would be subject to the same conditions 
imposed by any other lender to a Fund that imposes conditions on the 
quality of or access to collateral for a borrowing (if the lender is 
another Fund) or the

[[Page 22722]]

same or better conditions (in any other circumstance).\8\
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    \7\ Applicants state that the obligation to repay an interfund 
loan could be deemed to constitute a security for the purposes of 
sections 17(a)(1) and 12(d)(1) of the Act.
    \8\ Applicants state that any pledge of securities to secure an 
interfund loan could constitute a purchase of securities for 
purposes of section 17(a)(2) of the Act.
---------------------------------------------------------------------------

    5. Applicants also believe that the limited relief from section 
18(f)(1) of the Act that is necessary to implement the facility 
(because the lending Funds are not banks) is appropriate in light of 
the conditions and safeguards described in the application and because 
the open-end Funds would remain subject to the requirement of section 
18(f)(1) that all borrowings of the open-end Fund, including combined 
interfund loans and bank borrowings, have at least 300% asset coverage.
    6. 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. Rule 
17d-1(b) under the Act provides that in passing upon an application 
filed under the rule, the Commission will consider whether the 
participation of the registered investment company in a joint 
enterprise, joint arrangement or profit sharing plan on the basis 
proposed is consistent with the provisions, policies and purposes of 
the Act and the extent to which such participation is on a basis 
different from or less advantageous than that of the other 
participants.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-10383 Filed 5-15-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                22720                           Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices

                                                coordination with persons engaged in                      disciplinary action against an electronic               SECURITIES AND EXCHANGE
                                                facilitating transactions in securities, to               ROT for failing to meet the continuous                  COMMISSION
                                                remove impediments to and perfect the                     quoting requirements each trading day.
                                                                                                                                                                  [Investment Company Act Release No.
                                                mechanism of a free and open market                         The Commission finds that the                         33095; File No. 812–14819]
                                                and a national market system, and, in
                                                                                                          proposed changes to the quoting
                                                general, to protect investors and the                                                                             Franklin Alternative Strategies Funds,
                                                                                                          requirements of electronic ROTs are
                                                public interest.                                                                                                  et al.
                                                   The Exchange proposes to add                           consistent with the Act. The Exchange
                                                specificity regarding the general                         believes that the revised requirements                  May 10, 2018.
                                                description in its rules regarding market                 will enable electronic ROTs to focus on                 AGENCY: Securities and Exchange
                                                maker obligations of an electronic ROT.                   the options series that need and                        Commission (‘‘Commission’’).
                                                The Commission finds that the changes                     consume more liquidity than others. To                  ACTION: Notice.
                                                it is making in this regard are consistent                the extent this is true, the proposal will
                                                with the Act and notes that, as the                       enhance trading opportunities on the                       Notice of an application for an order
                                                Exchange maintains, the changes are                       Exchange. Moreover, the Commission                      pursuant to: (a) Section 6(c) of the
                                                consistent with the rules of another                      believes that, although the proposal                    Investment Company Act of 1940
                                                options exchange.42                                       would reduce the quoting requirements                   (‘‘Act’’) granting an exemption from
                                                   The Exchange proposes to reduce the                    for the various electronic ROTs from                    sections 18(f) and 21(b) of the Act; (b)
                                                specific quoting requirements for                         their current levels, the proposed                      section 12(d)(1)(J) of the Act granting an
                                                electronic ROTs of the various types.                                                                             exemption from section 12(d)(1) of the
                                                                                                          changes are consistent, as the Exchange
                                                SQTs and RSQTs associated with the                                                                                Act; (c) sections 6(c) and 17(b) of the
                                                                                                          argues, with the market maker quoting
                                                same member organization would be                                                                                 Act granting an exemption from sections
                                                                                                          requirements in place on other                          17(a)(1), 17(a)(2) and 17(a)(3) of the Act;
                                                collectively required to provide two-
                                                                                                          markets.43 The Commission further                       and (d) section 17(d) of the Act and rule
                                                sided quotations in 60% of the
                                                                                                          notes that, notwithstanding the                         17d–1 under the Act to permit certain
                                                cumulative number of seconds for
                                                which that member organization’s                          proposed changes to the quoting                         joint arrangements and transactions.
                                                assigned option series are open for                       requirements for Specialists, Directed                  Applicants request an order that would
                                                trading. Specialists (including Remote                    SQTs, and Directed RSQTs, the revised                   supersede a prior order and that would
                                                Specialists) associated with the same                     quoting requirements continue to reflect                permit certain registered management
                                                member organization would be                              meaningful market making obligations.                   investment companies to participate in
                                                collectively required to provide two-                     Additionally, the proposed rules reflect                a joint lending and borrowing facility.1
                                                sided quotations in 90% of the                            a balance of rights and obligations                     APPLICANTS: Franklin Alternative
                                                cumulative number of seconds for                          consistent with the balance reflected in                Strategies Funds, Franklin California
                                                which that member organization’s                          the rules of other exchanges for market                 Tax-Free Income Fund, Franklin
                                                assigned option series are open for                       participants fulfilling a similar role.44 In            California Tax-Free Trust, Franklin
                                                trading. Similarly, Directed SQTs and                     addition, the Commission believes that                  Custodian Funds, Franklin ETF Trust,
                                                Directed RSQTs associated with the                        the proposed changes to provide                         Franklin Federal Tax-Free Income Fund,
                                                same member organization would be                         additional detail about how the                         Franklin Floating Rate Master Trust,
                                                collectively required to provide two-                     Exchange will apply these quoting                       Franklin Fund Allocator Series,
                                                sided quotations in 90% of the                            requirements adds further clarity to the                Franklin Global Trust, Franklin Gold
                                                cumulative number of seconds for                          rules.                                                  and Precious Metals Fund, Franklin
                                                which that member organization’s                                                                                  High Income Trust, Franklin Investors
                                                assigned option series are open for                       IV. Conclusion                                          Securities Trust, Franklin Managed
                                                trading. The Exchange would be able to                                                                            Trust, Franklin U.S. Government Money
                                                designate a higher percentage for any of                    It is therefore ordered, pursuant to
                                                                                                                                                                  Fund, Franklin Municipal Securities
                                                these quoting requirements by                             Section 19(b)(2) of the Act,45 that the
                                                                                                                                                                  Trust, Franklin Mutual Series Funds,
                                                announcing such percentage in advance.                    proposed rule change (SR–Phlx–2018–
                                                                                                                                                                  Franklin New York Tax-Free Income
                                                   These quoting requirements would                       22), be, and hereby is, approved.                       Fund, Franklin New York Tax-Free
                                                apply to all of an electronic ROT’s                         For the Commission, by the Division of                Trust, Franklin Real Estate Securities
                                                assigned options on a daily basis. These                  Trading and Markets, pursuant to delegated              Trust, Franklin Strategic Mortgage
                                                quoting requirements would be                             authority.46                                            Portfolio, Franklin Strategic Series,
                                                reviewed on a monthly basis, and would                                                                            Franklin Tax-Free Trust, Franklin
                                                                                                          Eduardo A. Aleman,
                                                allow the Exchange to review the                                                                                  Templeton ETF Trust, Franklin
                                                electronic ROT’s daily compliance in                      Assistant Secretary.
                                                                                                          [FR Doc. 2018–10379 Filed 5–15–18; 8:45 am]
                                                                                                                                                                  Templeton Global Trust, Franklin
                                                the aggregate and determine the                                                                                   Templeton International Trust, Franklin
                                                appropriate disciplinary action for                       BILLING CODE 8011–01–P
                                                                                                                                                                  Templeton Money Fund Trust, Franklin
                                                single or multiple failures to comply                                                                             Templeton Variable Insurance Products
                                                with the continuous quoting                                                                                       Trust, Franklin Value Investors Trust,
                                                requirement during the month period.                                                                              Institutional Fiduciary Trust, Templeton
                                                The Commission notes that the                                                                                     China World Fund, Templeton
                                                proposed rules provide that determining                     43 See, e.g, BX Rules, Chapter VII, Sections 6, 14,   Developing Markets Trust, Templeton
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                                                compliance with the continuous quoting                                                                            Funds, Templeton Global Investment
                                                                                                          and 15; NYSE American Rules 925.1NY and
                                                requirements on a monthly basis would                     964.1NY; NYSE Arca Rules 6.37B–O and 6.88–O.            Trust, Templeton Global Opportunities
                                                not relieve the electronic ROT of the                       44 See, e.g., Nasdaq GEMX Rules 713 and 804;
                                                                                                                                                                  Trust, Templeton Global Smaller
                                                obligation to provide continuous two-                     Nasdaq ISE Rules 713 and 804; Nasdaq MRX Rules          Companies Fund, Templeton Growth
                                                sided quotes on a daily basis, nor would                  713 and 804. See also supra notes 26 and 31 and
                                                it prohibit the Exchange from taking                      accompanying text.                                        1 Franklin Gold Fund, et al., Investment Company
                                                                                                            45 Id.
                                                                                                                                                                  Act Release Nos. 24016 (Sept. 16, 1999) and 24080
                                                  42 See   BX Rules, Chapter VII, Section 5.                46 17 CFR 200.30–3(a)(12).                            (Oct. 13, 1999).



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                                                                             Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices                                                        22721

                                                Fund, Inc., Templeton Income Trust,                     hearing on the matter, the reason for the               otherwise could obtain from investing
                                                Templeton Institutional Funds, and The                  request, and the issues contested.                      their cash in repurchase agreements or
                                                Money Market Portfolios, each an                        Persons who wish to be notified of a                    certain other short term money market
                                                investment company organized as a                       hearing may request notification by                     instruments. Thus, applicants assert that
                                                Delaware statutory trust or a Maryland                  writing to the Commission’s Secretary.                  the facility would benefit both
                                                corporation and registered under the                    ADDRESSES: Secretary, U.S. Securities                   borrowing and lending Funds.
                                                Act as an open-end management                           and Exchange Commission, 100 F Street                      3. Applicants agree that any order
                                                investment company, on behalf of all                    NE, Washington, DC 20549–1090;                          granting the requested relief will be
                                                existing series 2 (the ‘‘Open-End                       Applicants: Craig S. Tyle, Esq., Franklin               subject to the terms and conditions
                                                Funds’’); Franklin Limited Duration                     Templeton Investments, One Franklin                     stated in the application. Among others,
                                                Income Trust, Franklin Universal Trust,                 Parkway, San Mateo, CA 94403 and                        each Adviser, through a designated
                                                Templeton Dragon Fund, Inc.,                            Bruce G. Leto, Esq., Stradley Ronon                     committee, would administer the
                                                Templeton Emerging Markets Fund,                        Stevens & Young, LLP, 2600 One                          facility as a disinterested fiduciary as
                                                Templeton Emerging Markets Income                       Commerce Square, Philadelphia, PA                       part of its duties under the investment
                                                Fund, and Templeton Global Income                       19103.                                                  advisory and administrative agreements
                                                Fund, each organized as a Delaware                                                                              with the Funds and would receive no
                                                                                                        FOR FURTHER INFORMATION CONTACT: Jean
                                                statutory trust or a Massachusetts                                                                              additional fee as compensation for its
                                                                                                        E. Minarick, Senior Counsel, at (202)
                                                business trust and registered under the                                                                         services in connection with the
                                                                                                        551–6811, or Kaitlin C. Bottock, Branch
                                                Act as a closed-end investment                                                                                  administration of the facility. The
                                                                                                        Chief, at (202) 551–6821 (Division of
                                                management investment company (the                                                                              facility would be subject to oversight
                                                                                                        Investment Management, Chief
                                                ‘‘Closed-End Funds,’’ 3 and together                                                                            and certain approvals by the Funds’
                                                                                                        Counsel’s Office).
                                                with the Open-End Funds, the                                                                                    Board, including, among others,
                                                ‘‘Funds’’); Franklin Advisers, Inc., a                  SUPPLEMENTARY INFORMATION: The
                                                                                                        following is a summary of the                           approval of the interest rate formula and
                                                California corporation; Franklin                                                                                of the method for allocating loans across
                                                Templeton Investment Management                         application. The complete application
                                                                                                        may be obtained via the Commission’s                    Funds, as well as review of the process
                                                Limited, a United Kingdom company;                                                                              in place to evaluate the liquidity
                                                K2/D&S Management Co., L.L.C., FASA                     website by searching for the file
                                                                                                        number, or an applicant using the                       implications for the Funds. A Fund’s
                                                LLC, Franklin Templeton Institutional,                                                                          aggregate outstanding interfund loans
                                                LLC, Franklin Advisory Services, LLC,                   Company name box, at http://
                                                                                                        www.sec.gov/search/search.htm or by                     will not exceed 15% of its net assets,
                                                Franklin Mutual Advisers, LLC, and                                                                              and the Fund’s loans to any one Fund
                                                Templeton Investment Counsel, LLC,                      calling (202) 551–8090.
                                                                                                                                                                will not exceed 5% of the lending
                                                each a Delaware limited liability                       Summary of the Application                              Fund’s net assets.6
                                                company; Templeton Asset
                                                                                                           1. Applicants request an order that                     4. Applicants assert that the facility
                                                Management Ltd., a Singapore public
                                                                                                        would permit the applicants to                          does not raise the concerns underlying
                                                company, and Templeton Global
                                                                                                        participate in an interfund lending                     section 12(d)(1) of the Act given that the
                                                Advisors Limited, a Bahamas company;
                                                                                                        facility where each Fund could lend                     Funds are part of the same group of
                                                each registered as an investment adviser
                                                                                                        money directly to and borrow money                      investment companies and there will be
                                                under the Investment Advisers Act of
                                                                                                        directly from other Funds to cover                      no duplicative costs or fees to the
                                                1940 (each an ‘‘Adviser’’).
                                                                                                        unanticipated cash shortfalls, such as                  Funds.7 Applicants also assert that the
                                                FILING DATES: The application was filed                                                                         proposed transactions do not raise the
                                                                                                        unanticipated redemptions or trade
                                                on September 14, 2017, and amended                      fails.4 The Funds will not borrow under                 concerns underlying sections 17(a)(1),
                                                on March 9, 2018.                                       the facility for leverage purposes and                  17(a)(3), 17(d) and 21(b) of the Act as
                                                HEARING OR NOTIFICATION OF HEARING: An                  the loans’ duration will be no more than                the Funds would not engage in lending
                                                order granting the requested relief will                7 days.5                                                transactions that unfairly benefit
                                                be issued unless the Commission orders                     2. Applicants anticipate that the                    insiders or are detrimental to the Funds.
                                                a hearing. Interested persons may                       proposed facility would provide a                       Applicants state that the facility will
                                                request a hearing by writing to the                     borrowing Fund with a source of                         offer both reduced borrowing costs and
                                                Commission’s Secretary and serving                      liquidity at a rate lower than the bank                 enhanced returns on loaned funds to all
                                                applicants with a copy of the request,                  borrowing rate at times when the cash                   participating Funds and each Fund
                                                personally or by mail. Hearing requests                 position of the Fund is insufficient to                 would have an equal opportunity to
                                                should be received by the Commission                    meet temporary cash requirements. In                    borrow and lend on equal terms based
                                                by 5:30 p.m. on June 4, 2018, and                       addition, Funds making short-term cash                  on an interest rate formula that is
                                                should be accompanied by proof of                       loans directly to other Funds would                     objective and verifiable. With respect to
                                                service on the applicants, in the form of               earn interest at a rate higher than they                the relief from section 17(a)(2) of the
                                                an affidavit, or, for lawyers, a certificate                                                                    Act, applicants note that any collateral
                                                of service. Pursuant to Rule 0–5 under                     4 Applicants request that the order apply to the
                                                                                                                                                                pledged to secure an interfund loan
                                                the Act, hearing requests should state                  applicants and to any other registered open-end or      would be subject to the same conditions
                                                the nature of the writer’s interest, any                closed-end management investment company or
                                                                                                        series thereof (each a ‘‘Fund’’ and collectively, the   imposed by any other lender to a Fund
                                                facts bearing upon the desirability of a                ‘‘Funds’’) for which the Advisers or any successors-    that imposes conditions on the quality
                                                                                                        in-interest thereto or an investment adviser            of or access to collateral for a borrowing
                                                  2 Certain Funds (as defined below) are, and future    controlling, controlled by, or under common             (if the lender is another Fund) or the
sradovich on DSK3GMQ082PROD with NOTICES




                                                Funds may be, money market funds that comply            control with any Adviser or any successor-in-
                                                with rule 2a–7 of the Act (each a ‘‘Money Market        interest thereto serves as investment adviser (each
                                                Fund’’). Money Market Funds will not participate        such investment adviser, an ‘‘Adviser’’). For             6 Under certain circumstances, a borrowing Fund

                                                as borrowers under the interfund lending facility       purposes of the requested order, ‘‘successor-in-        will be required to pledge collateral to secure the
                                                because they do not need to borrow cash to meet         interest’’ is limited to any entity that results from   loan.
                                                redemptions.                                            a reorganization into another jurisdiction or a           7 Applicants state that the obligation to repay an
                                                  3 The requested order will not permit Closed-End      change in the type of a business organization.          interfund loan could be deemed to constitute a
                                                Funds to participate as borrowers in the interfund         5 Any Fund, however, will be able to call a loan     security for the purposes of sections 17(a)(1) and
                                                lending facility.                                       on one business day’s notice.                           12(d)(1) of the Act.



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                                                22722                          Federal Register / Vol. 83, No. 95 / Wednesday, May 16, 2018 / Notices

                                                same or better conditions (in any other                 SECURITIES AND EXCHANGE                               the most significant parts of such
                                                circumstance).8                                         COMMISSION                                            statements.
                                                   5. Applicants also believe that the
                                                limited relief from section 18(f)(1) of the             [Release No. 34–83206; File No. SR–                   A. Self-Regulatory Organization’s
                                                Act that is necessary to implement the                  CboeBZX–2018–033]                                     Statement of the Purpose of, and
                                                facility (because the lending Funds are                                                                       Statutory Basis for, the Proposed Rule
                                                                                                        Self-Regulatory Organizations; Cboe                   Change
                                                not banks) is appropriate in light of the               BZX Exchange, Inc.; Notice of Filing
                                                conditions and safeguards described in                  and Immediate Effectiveness of a                      1. Purpose
                                                the application and because the open-                   Proposed Rule Change To List and                         The Exchange proposes to list and
                                                end Funds would remain subject to the                   Trade Under BZX Rule 14.11(c)(4)                      trade shares (‘‘Shares’’) of the Fund
                                                requirement of section 18(f)(1) that all                Shares of the iShares Long-Term                       under BZX Rule 14.11(c)(4),5 which
                                                borrowings of the open-end Fund,                        National Muni Bond ETF of iShares                     governs the listing and trading of index
                                                including combined interfund loans and                  Trust                                                 fund shares based on fixed income
                                                bank borrowings, have at least 300%                                                                           securities indexes.6 The Shares will be
                                                asset coverage.                                         May 10, 2018.                                         offered by the Trust, which was
                                                   6. Section 6(c) of the Act permits the                  Pursuant to Section 19(b)(1) of the                established as a Delaware statutory trust
                                                Commission to exempt any persons or                     Securities Exchange Act of 1934                       on December 16, 1999. The Trust is
                                                transactions from any provision of the                  (‘‘Act’’),1 and Rule 19b–4 thereunder,2               registered with the Commission as an
                                                Act if such exemption is necessary or                   notice is hereby given that on May 3,                 open-end investment company and has
                                                appropriate in the public interest and                  2018, Cboe BZX Exchange, Inc.                         filed a registration statement on behalf
                                                consistent with the protection of                       (‘‘Exchange’’ or ‘‘BZX’’) filed with the              of the Fund on Form N–1A
                                                investors and the purposes fairly                       Securities and Exchange Commission                    (‘‘Registration Statement’’) with the
                                                intended by the policy and provisions of                (‘‘Commission’’) the proposed rule                    Commission.7
                                                the Act. Section 12(d)(1)(J) of the Act                 change as described in Items I and II                    Rule 14.11(c)(4)(B)(i)(b) requires that
                                                provides that the Commission may                        below, which Items have been prepared                 component fixed income securities that,
                                                exempt any person, security, or                         by the Exchange. The Exchange has                     in the aggregate, account for at least
                                                transaction, or any class or classes of                 designated this proposal as a ‘‘non-                  75% of the weight of the index or
                                                persons, securities, or transactions, from              controversial’’ proposed rule change                  portfolio shall have a minimum
                                                any provision of section 12(d)(1) if the                pursuant to Section 19(b)(3)(A) of the                principal amount outstanding of $100
                                                exemption is consistent with the public                 Act 3 and Rule 19b–4(f)(6)(iii)                       million or more. The Exchange submits
                                                interest and the protection of investors.               thereunder,4 which renders it effective               this proposal because the Underlying
                                                Section 17(b) of the Act authorizes the                 upon filing with the Commission. The
                                                Commission to grant an order                            Commission is publishing this notice to                  5 The Commission approved BZX Rule 14.11(c) in
                                                permitting a transaction otherwise                      solicit comments on the proposed rule                 Securities Exchange Act Release No. 65225 (August
                                                prohibited by section 17(a) if it finds                 change from interested persons.                       30, 2011), 76 FR 55148 (September 6, 2011) (SR–
                                                that (a) the terms of the proposed                                                                            BATS–2011–018).
                                                                                                                                                                 6 The Commission previously has approved
                                                transaction are fair and reasonable and                 I. Self-Regulatory Organization’s
                                                                                                                                                              proposed rule changes relating to listing and trading
                                                do not involve overreaching on the part                 Statement of the Terms of Substance of                of funds based on municipal bond indexes. See
                                                of any person concerned; (b) the                        the Proposed Rule Change                              Securities Exchange Act Release Nos. 78329 (July
                                                proposed transaction is consistent with                                                                       14, 2016), 81 FR 47217 (July 20, 2016) (SR–
                                                                                                           The Exchange filed a proposal to list              BatsBZX–2016–01) (order approving the listing and
                                                the policies of each registered                         and trade under BZX Rule 14.11(c)(4)                  trading of the following series of VanEck Vectors
                                                investment company involved; and (c)                    the shares of the iShares Long-Term                   ETF Trust: VanEck Vectors AMT-Free 6–8 Year
                                                the proposed transaction is consistent                  National Muni Bond ETF (the ‘‘Fund’’)                 Municipal Index ETF; VanEck Vectors AMT-Free 8–
                                                with the general purposes of the Act.                                                                         12 Year Municipal Index ETF; and VanEck Vectors
                                                                                                        of iShares Trust (the ‘‘Trust’’).                     AMT-Free 12–17 Year Municipal Index ETF); 67985
                                                Rule 17d–1(b) under the Act provides                       The text of the proposed rule change               (October 4, 2012), 77 FR 61804 (October 11, 2012)
                                                that in passing upon an application filed               is available at the Exchange’s website at             (SR–NYSEArca–2012–92) (order approving
                                                under the rule, the Commission will                     www.markets.cboe.com, at the principal                proposed rule change relating to the listing and
                                                consider whether the participation of                                                                         trading of iShares 2018 S&P AMT-Free Municipal
                                                                                                        office of the Exchange, and at the                    Series and iShares 2019 S&P AMT-Free Municipal
                                                the registered investment company in a                  Commission’s Public Reference Room.                   Series under NYSE Arca, Inc. (‘‘NYSE Arca’’) Rule
                                                joint enterprise, joint arrangement or                                                                        5.2(j)(3), Commentary .02); 72523 (July 2, 2014), 79
                                                profit sharing plan on the basis                        II. Self-Regulatory Organization’s                    FR 39016 (July 9, 2014) (SR–NYSEArca–2014–37)
                                                proposed is consistent with the                         Statement of the Purpose of, and                      (order approving proposed rule change relating to
                                                provisions, policies and purposes of the                Statutory Basis for, the Proposed Rule                the listing and trading of iShares 2020 S&P AMT-
                                                                                                        Change                                                Free Municipal Series under NYSE Arca Rule
                                                Act and the extent to which such                                                                              5.2(j)(3), Commentary .02); and 75468 (July 16,
                                                participation is on a basis different from                In its filing with the Commission, the              2015), 80 FR 43500 (July 22, 2015) (SR–NYSEArca–
                                                or less advantageous than that of the                   Exchange included statements                          2015–25) (order approving proposed rule change
                                                                                                                                                              relating to the listing and trading of the iShares
                                                other participants.                                     concerning the purpose of and basis for               iBonds Dec 2021 AMT-Free Muni Bond ETF and
                                                  For the Commission, by the Division of                the proposed rule change and discussed                iShares iBonds Dec 2022 AMT-Free Muni Bond
                                                Investment Management, under delegated                  any comments it received on the                       ETF under NYSE Arca Rule 5.2(j)(3), Commentary
                                                authority.                                              proposed rule change. The text of these               .02).
                                                                                                                                                                 7 See Registration Statement on Form N–1A for
                                                Eduardo A. Aleman,                                      statements may be examined at the                     the Trust, dated January 9, 2018 (File Nos. 333–
sradovich on DSK3GMQ082PROD with NOTICES




                                                Assistant Secretary.                                    places specified in Item IV below. The                92935 and 811–09729). The descriptions of the
                                                [FR Doc. 2018–10383 Filed 5–15–18; 8:45 am]             Exchange has prepared summaries, set                  Fund and the Shares contained herein are based, in
                                                                                                        forth in Sections A, B, and C below, of               part, on information in the Registration Statement.
                                                BILLING CODE 8011–01–P
                                                                                                                                                              The Commission has issued an order granting
                                                                                                         1 15
                                                                                                                                                              certain exemptive relief to the Trust under the
                                                  8 Applicants state that any pledge of securities to         U.S.C. 78s(b)(1).                               Investment Company Act of 1940 (15 U.S.C. 80a–
                                                                                                         2 17 CFR 240.19b–4.
                                                secure an interfund loan could constitute a                                                                   1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See
                                                                                                         3 15 U.S.C. 78s(b)(3)(A).
                                                purchase of securities for purposes of section                                                                Investment Company Act Release No. 28021
                                                17(a)(2) of the Act.                                     4 17 CFR 240.19b–4(f)(6)(iii).                       (October 24, 2007) (File No. 812–13426).



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Document Created: 2018-11-02 09:13:30
Document Modified: 2018-11-02 09:13:30
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 September 14, 2017, and
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 Citation83 FR 22720 

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