83 FR 31011 - Goldman Sachs Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 127 (July 2, 2018)

Page Range		31011-31012
FR Document		2018-14193
Federal Register, Volume 83 Issue 127 (Monday, July 2, 2018)
[Federal Register Volume 83, Number 127 (Monday, July 2, 2018)]
[Notices]
[Pages 31011-31012]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14193]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33137; File No. 812-14764]


Goldman Sachs Trust, et al.

June 27, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A), (B), and (C) of the Act; under sections 6(c) and 
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the 
Act. The requested order would: (a) Permit certain registered open-end 
investment companies to acquire shares of certain registered open-end 
investment companies, registered closed-end investment companies, 
business development companies, as defined in section 2(a)(48) of the 
Act, and registered unit investment trusts (collectively, ``Underlying 
Funds'') that are within and outside the same group of investment 
companies as the acquiring investment companies, in excess of the 
limits in section 12(d)(1) of the Act.\1\
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    \1\ The requested order (``Order'') would supersede an exemptive 
order issued by the Commission on August 26, 2008, see In the Matter 
of Goldman Sachs Trust, et al., Investment Company Act Release Nos. 
28347 (Jul. 31, 2008) (notice) and 28366 (Aug. 26, 2008) (order)) 
(the ``Prior Order''), with the result that no person will continue 
to rely on the Prior Order if the Order is granted.

Applicants: Goldman Sachs Trust; Goldman Sachs Trust II; Goldman Sachs

[[Page 31012]]

ETF Trust; Goldman Sachs Variable Insurance Trust, each a Delaware 
statutory trust that is registered under the Act as an open-end 
management investment company with multiple series (each a ``Trust,'' 
and together, the ``Trusts''); and Goldman Sachs Asset Management, 
L.P.; Goldman Sachs Asset Management International; and GS Investment 
Strategies, LLC (each an ``Adviser''), each registered as an investment 
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adviser under the Investment Advisers Act of 1940.

Filing Dates: The application was filed on April 19, 2017, and amended 
on November 16, 2017 and April 19, 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 July 23, 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: Caroline L. Kraus, 
Goldman Sachs & Co., LLC, 200 West Street, New York, NY 10282; and 
Stephen H. Bier, Dechert LLP, 1095 Avenue of the Americas, New York, NY 
10036-6797.

FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel, at 
(202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825 
(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 to permit (a) each Fund \2\ (each a 
``Fund of Funds'') to acquire shares of Underlying Funds \3\ in excess 
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) each 
Underlying Fund that is a registered open-end management investment 
company or series thereof, their principal underwriters, and any broker 
or dealer registered under the 1934 Act to sell shares of the 
Underlying Funds to the Fund of Funds in excess of the limits in 
section 12(d)(1)(B) of the Act.\4\ Applicants also request an order of 
exemption under sections 6(c) and 17(b) of the Act from the prohibition 
on certain affiliated transactions in section 17(a) of the Act to the 
extent necessary to permit the Underlying Funds to sell their shares 
to, and redeem their shares from, the Funds of Funds.\5\ Applicants 
state that such transactions will be consistent with the policies of 
each Fund of Funds and each Underlying Fund and with the general 
purposes of the Act and will be based on the net asset values of the 
Underlying Funds.
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    \2\ Applicants request that the order apply not only to the 
existing series of a Trust (the ``Initial Funds''), but that the 
order also extend to any future series of a Trust and any other 
existing or future registered open-end management investment company 
or series thereof that is part of the same ``group of investment 
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as 
the Trusts and is, or may in the future be, advised by an Adviser or 
its successor or any other investment adviser controlling, 
controlled by, or under common control with an Adviser or its 
successor (together with the Initial Funds, each series a ``Fund,'' 
and collectively, the ``Funds''). For purposes of the requested 
order, ``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization. For purposes of the request for relief, the 
term ``group of investment companies'' means any two or more 
registered investment companies, including closed-end investment 
companies and business development companies, that hold themselves 
out to investors as related companies for purposes of investment and 
investor services.
    \3\ Certain of the Underlying Funds have obtained exemptions 
from the Commission necessary to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices 
and, accordingly, to operate as an exchange-traded fund (``ETF'').
    \4\ Applicants are not requesting relief for a Fund of Funds to 
invest in business development companies and registered closed-end 
investment companies that are not listed and traded on a national 
securities exchange.
    \5\ A Fund of Funds generally would purchase and sell shares of 
an Underlying Fund that operates as an ETF or a closed-end fund 
through secondary market transactions rather than through principal 
transactions with the Underlying Fund. Applicants nevertheless 
request relief from sections 17(a)(1) and (2) to permit each ETF or 
closed-end fund that is an affiliated person, or an affiliated 
person of an affiliated person, as defined in section 2(a)(3) of the 
Act, of a Fund of Funds, to sell shares to or redeem shares from the 
Fund of Funds. This includes, in the case of sales and redemptions 
of shares of ETFs, the in-kind transactions that accompany such 
sales and redemptions. Applicants are not seeking relief from 
Section 17(a) for, and the requested relief will not apply to, 
transactions where an ETF, business development company, or closed-
end fund could be deemed an affiliated person, or an affiliated 
person of an affiliated person, of a Fund of Funds because an 
investment adviser to the ETF, business development company, or 
closed-end fund, or an entity controlling, controlled by or under 
common control with the investment adviser to the ETF, business 
development company, or closed-end fund is also an investment 
adviser to the Fund of Funds.
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    2. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions are designed to, among other things, help 
prevent any potential (i) undue influence over an Underlying Fund that 
is not in the same ``group of investment companies'' as the Fund of 
Funds through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A), (B), and (C) of the Act.
    3. Section 12(d)(1)(J) of the Act provides that the Commission may 
exempt any person, security, or transaction, or any class or classes of 
persons, securities, or transactions, from any provision of section 
12(d)(1) if the exemption is consistent with the public interest and 
the protection of investors. Section 17(b) of the Act authorizes the 
Commission to grant an order permitting a transaction otherwise 
prohibited by section 17(a) if it finds that (a) the terms of the 
proposed transaction are fair and reasonable and do not involve 
overreaching on the part of any person concerned; (b) the proposed 
transaction is consistent with the policies of each registered 
investment company involved; and (c) the proposed transaction is 
consistent with the general purposes of the Act. Section 6(c) of the 
Act permits the Commission to exempt any persons or transactions from 
any provision of the Act if such exemption is necessary or appropriate 
in the public interest and consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-14193 Filed 6-29-18; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 31011

facilitates tighter spreads, which may fee, or other charge imposed by the 10:00 a.m. and 3:00 p.m. Copies of the
cause an additional corresponding Exchange. filing also will be available for
increase in order flow from other market At any time within 60 days of the inspection and copying at the principal
participants. filing of such proposed rule change, the office of the Exchange. All comments
Commission summarily may received will be posted without change.
B. Self-Regulatory Organization’s temporarily suspend such rule change if Persons submitting comments are
Statement on Burden on Competition it appears to the Commission that such cautioned that we do not redact or edit
In accordance with Section 6(b)(8) of action is necessary or appropriate in the personal identifying information from
the Act,18 the Exchange does not believe public interest, for the protection of comment submissions. You should
that the proposed rule change would investors, or otherwise in furtherance of submit only information that you wish
impose any burden on competition that the purposes of the Act. If the to make available publicly. All
is not necessary or appropriate in Commission takes such action, the submissions should refer to File
furtherance of the purposes of the Act. Commission shall institute proceedings Number SR–NYSEAMER–2018–29 and
The Exchange believes the proposed under Section 19(b)(2)(B) 22 of the Act to should be submitted on or before July
changes, particularly the elimination of determine whether the proposed rule 23, 2018.
the incentive for Non-Customer/Non- change should be approved or
For the Commission, by the Division of
Market Maker volume and the disapproved. Trading and Markets, pursuant to delegated
modification to Manual transaction IV. Solicitation of Comments authority.23
rates, would not place an unfair burden Eduardo A. Aleman,
on competition as it would apply to all Interested persons are invited to
Assistant Secretary.
similarly-situated market participants. submit written data, views, and
arguments concerning the foregoing, [FR Doc. 2018–14110 Filed 6–29–18; 8:45 am]
The Exchange also notes that the
proposed rates for Manual transactions, including whether the proposed rule BILLING CODE 8011–01–P

as well as the proposed modifications to change is consistent with the Act.
the Surcharge, are competitive with Comments may be submitted by any of
the following methods: SECURITIES AND EXCHANGE
rates charges by other options COMMISSION
exchanges.19 To the extent that the Electronic Comments
proposed reduced Manual rates for [Investment Company Act Release No.
• Use the Commission’s internet 33137; File No. 812–14764]
certain participants in the Prepayment
comment form (http://www.sec.gov/
Program make the Exchange a more Goldman Sachs Trust, et al.
rules/sro.shtml); or
attractive marketplace for market
• Send an email to rule-comments@
participants at other exchanges, such June 27, 2018.
sec.gov. Please include File Number SR–
market participants are welcome to AGENCY: Securities and Exchange
NYSEAMER–2018–29 on the subject
become NYSE American Options ATP Commission (‘‘Commission’’).
line.
Holders. ACTION: Notice.
The Exchange notes that it operates in Paper Comments
a highly competitive market in which Notice of an application for an order
• Send paper comments in triplicate
market participants can readily favor under section 12(d)(1)(J) of the
to Secretary, Securities and Exchange
competing venues. In such an Investment Company Act of 1940 (the
Commission, 100 F Street NE,
environment, the Exchange must ‘‘Act’’) for an exemption from sections
Washington, DC 20549–1090.
continually review, and consider 12(d)(1)(A), (B), and (C) of the Act;
All submissions should refer to File under sections 6(c) and 17(b) of the Act
adjusting, its fees and credits to remain Number SR–NYSEAMER–2018–29. This
competitive with other exchanges. For for an exemption from sections 17(a)(1)
file number should be included on the and (2) of the Act. The requested order
the reasons described above, the subject line if email is used. To help the
Exchange believes that the proposed would: (a) Permit certain registered
Commission process and review your open-end investment companies to
rule change reflects this competitive comments more efficiently, please use
environment. acquire shares of certain registered
only one method. The Commission will open-end investment companies,
C. Self-Regulatory Organization’s post all comments on the Commission’s registered closed-end investment
Statement on Comments on the internet website (http://www.sec.gov/ companies, business development
Proposed Rule Change Received From rules/sro.shtml). Copies of the companies, as defined in section
Members, Participants, or Others submission, all subsequent 2(a)(48) of the Act, and registered unit
No written comments were solicited amendments, all written statements investment trusts (collectively,
or received with respect to the proposed with respect to the proposed rule ‘‘Underlying Funds’’) that are within
rule change. change that are filed with the and outside the same group of
Commission, and all written investment companies as the acquiring
III. Date of Effectiveness of the communications relating to the investment companies, in excess of the
Proposed Rule Change and Timing for proposed rule change between the limits in section 12(d)(1) of the Act.1
Commission Action Commission and any person, other than
APPLICANTS: Goldman Sachs Trust;
The foregoing rule change is effective those that may be withheld from the
Goldman Sachs Trust II; Goldman Sachs
upon filing pursuant to Section public in accordance with the
19(b)(3)(A) 20 of the Act and provisions of 5 U.S.C. 552, will be
daltland on DSKBBV9HB2PROD with NOTICES

23 17CFR 200.30–3(a)(12).
subparagraph (f)(2) of Rule 19b–4 21 available for website viewing and 1 The requested order (‘‘Order’’) would supersede
thereunder, because it establishes a due, printing in the Commission’s Public an exemptive order issued by the Commission on
Reference Room, 100 F Street NE, August 26, 2008, see In the Matter of Goldman
18 15 Washington, DC 20549 on official Sachs Trust, et al., Investment Company Act
U.S.C. 78f(b)(8). Release Nos. 28347 (Jul. 31, 2008) (notice) and
19 See supra notes 16 and 17. business days between the hours of 28366 (Aug. 26, 2008) (order)) (the ‘‘Prior Order’’),
20 15 U.S.C. 78s(b)(3)(A).
with the result that no person will continue to rely
21 17 CFR 240.19b–4(f)(2). 22 15 U.S.C. 78s(b)(2)(B). on the Prior Order if the Order is granted.

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Document Created: 2018-06-30 00:18:12
Document Modified: 2018-06-30 00:18:12
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 April 19, 2017, and amended on November 16, 2017 and April 19, 2018.
Contact		Stephan N. Packs, Senior Counsel, at (202) 551-6853, or David J. Marcinkus, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 31011