83_FR_43879 83 FR 43713 - Cushing Asset Management, LP et al.

83 FR 43713 - Cushing Asset Management, LP et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 166 (August 27, 2018)

Page Range43713-43715
FR Document2018-18419

Federal Register, Volume 83 Issue 166 (Monday, August 27, 2018)
[Federal Register Volume 83, Number 166 (Monday, August 27, 2018)]
[Notices]
[Pages 43713-43715]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-18419]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33206; 812-14918]


Cushing Asset Management, LP et al.

August 21, 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) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act. The requested order would permit (a) index-
based series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations 
(``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 to 
issue Shares in less than Creation Unit size to investors participating 
in a distribution reinvestment program.

Applicants: Cushing ETF Trust (the ``Trust''), a Delaware statutory 
trust which will register under the Act as an open-end management 
investment company with multiple series, Cushing Asset Management, LP 
(the ``Adviser''), a Texas limited partnership registered as an 
investment adviser under the Investment Advisers Act of 1940, and 
Quasar Distributors, LLC (the ``Distributor''), a Delaware limited 
liability company and broker-dealer registered under the Securities 
Exchange Act of 1934 (``Exchange Act'').

Filing Dates:  The application was filed on June 8, 2018 and amended on 
July 25, 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 September 17, 2018, and should be accompanied by proof of 
service on applicants, in the form of an affidavit, or for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090; Applicants: The Trust and the Adviser, 
8117 Preston Road, Suite 440, Dallas, Texas 75225, and the Distributor, 
777 East Wisconsin Avenue, 6th Floor, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT:  Benjamin Kalish, Attorney-Adviser, at

[[Page 43714]]

(202) 551-7361, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as 
index exchange traded funds (``ETFs'').\1\ Fund shares will be 
purchased and redeemed at their NAV in Creation Units (other than 
pursuant to a distribution reinvestment program, as described in the 
application). All orders to purchase Creation Units and all redemption 
requests will be placed by or through an ``Authorized Participant,'' 
which will have signed a participant agreement with the Distributor. 
Shares will be listed and traded individually on a national securities 
exchange, where share prices will be based on the current bid/offer 
market. Any order granting the requested relief would be subject to the 
terms and conditions stated in the application.
---------------------------------------------------------------------------

    \1\ Applicants request that the order apply to the series of the 
Trust identified and described in Appendix A to the application 
(``Initial Fund'') and any additional series of the Trust, and any 
other existing or future open-end management investment company or 
existing or future series thereof (together with the Initial Fund, 
``Funds''), each of which will operate as an ETF, and will track a 
specified index comprised of domestic and/or foreign equity 
securities and/or domestic and/or foreign fixed income securities 
(each, an ``Underlying Index''). Any Fund will (a) be advised by the 
Adviser or an entity controlling, controlled by, or under common 
control with the Adviser (each such entity and any successor 
thereto, an ``Adviser'') and (b) comply with the terms and 
conditions of the application. For purposes of the requested order, 
a ``successor'' is limited to an entity or entities that result from 
a reorganization into another jurisdiction or a change in the type 
of business organization.
---------------------------------------------------------------------------

    2. Each Fund will hold investment positions selected to correspond 
closely to the performance of an Underlying Index. In the case of Self-
Indexing Funds, an affiliated person, as defined in section 2(a)(3) of 
the Act (``Affiliated Person''), or an affiliated person of an 
Affiliated Person (``Second-Tier Affiliate''), of the Trust or a Fund, 
of the Adviser, of any sub-adviser to or promoter of a Fund, or of the 
Distributor will compile, create, sponsor or maintain the Underlying 
Index.\2\
---------------------------------------------------------------------------

    \2\ Each Self-Indexing Fund will post on its website the 
identities and quantities of the investment positions that will form 
the basis for the Fund's calculation of its NAV at the end of the 
day. Applicants believe that requiring Self-Indexing Funds to 
maintain full portfolio transparency will help address, together 
with other protections, conflicts of interest with respect to such 
Funds.
---------------------------------------------------------------------------

    3. Shares will be purchased and redeemed in Creation Units and 
generally on an in-kind basis, or issued in less than Creation Unit 
size to investors participating in a distribution reinvestment program. 
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.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as secondary market trading in shares 
will take place at negotiated prices, not at a current offering price 
described in a Fund's prospectus, and not at a price based on NAV. 
Applicants state that (a) secondary market trading in shares does not 
involve a Fund as a party and will not result in dilution of an 
investment in shares, and (b) to the extent different prices exist 
during a given trading day, or from day to day, such variances occur as 
a result of third-party market forces, such as supply and demand. 
Therefore, applicants assert that secondary market transactions in 
shares will not lead to discrimination or preferential treatment among 
purchasers. Finally, applicants represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that effect creations and redemptions of 
Creation Units in kind and that are based on certain Underlying Indexes 
that include foreign securities, applicants request relief from the 
requirement imposed by section 22(e) in order to allow such Funds to 
pay redemption proceeds within fifteen calendar days following the 
tender of Creation Units for redemption. Applicants assert that the 
requested relief would not be inconsistent with the spirit and intent 
of section 22(e) to prevent unreasonable, undisclosed or unforeseen 
delays in the actual payment of redemption proceeds.
    7. Applicants request an exemption to permit Funds of Funds to 
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the 
Act; and the Funds, and any principal underwriter for the Funds, and/or 
any broker or dealer registered under the Exchange Act, to sell shares 
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a Fund 
through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions, and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
investment positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund to sell its shares to and redeem its shares from 
a Fund of Funds, and to engage in the accompanying in-kind transactions 
with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of 
Funds directly from a Fund will be accomplished in accordance with the 
policies of the Fund of Funds and will be based on the NAVs of the 
Funds.
---------------------------------------------------------------------------

    \3\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to a Fund of Funds and redemptions of 
those shares. Applicants, moreover, are not seeking relief from 
section 17(a) for, and the requested relief will not apply to, 
transactions where a Fund could be deemed an Affiliated Person, or a 
Second-Tier Affiliate, of a Fund of Funds because an Adviser or an 
entity controlling, controlled by or under common control with an 
Adviser provides investment advisory services to that Fund of Funds.
---------------------------------------------------------------------------

    9. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if such exemption 
is necessary or

[[Page 43715]]

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. 2018-18419 Filed 8-24-18; 8:45 am]
 BILLING CODE 8011-01-P



                                                                           Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices                                               43713

                                              for 30 days from the date on which it                    Commission, and all written                            net asset value (‘‘NAV’’); (c) certain
                                              was filed, or such shorter time as the                   communications relating to the                         Funds to pay redemption proceeds,
                                              Commission may designate if consistent                   proposed rule change between the                       under certain circumstances, more than
                                              with the protection of investors and the                 Commission and any person, other than                  seven days after the tender of shares for
                                              public interest, provided that the self-                 those that may be withheld from the                    redemption; (d) certain affiliated
                                              regulatory organization has given the                    public in accordance with the                          persons of a Fund to deposit securities
                                              Commission written notice of its intent                  provisions of 5 U.S.C. 552, will be                    into, and receive securities from, the
                                              to file the proposed rule change at least                available for website viewing and                      Fund in connection with the purchase
                                              five business days prior to the date of                  printing in the Commission’s Public                    and redemption of Creation Units; (e)
                                              filing of the proposed rule change or                    Reference Room, on official business                   certain registered management
                                              such shorter time as designated by the                   days between the hours of 10:00 a.m.                   investment companies and unit
                                              Commission,19 the proposed rule                          and 3:00 p.m., located at 100 F Street                 investment trusts outside of the same
                                              change has become effective pursuant to                  NE, Washington, DC 20549. Copies of                    group of investment companies as the
                                              Section 19(b)(3)(A) of the Act 20 and                    such filing also will be available for                 Funds (‘‘Funds of Funds’’) to acquire
                                              Rule 19b–4(f)(6) thereunder.21                           inspection and copying at the principal                shares of the Funds; and (f) certain
                                                 At any time within 60 days of the                     office of the Exchange. All comments                   Funds to issue Shares in less than
                                              filing of the proposed rule change, the                  received will be posted without change.                Creation Unit size to investors
                                              Commission summarily may                                 Persons submitting comments are                        participating in a distribution
                                              temporarily suspend such rule change if                  cautioned that we do not redact or edit                reinvestment program.
                                              it appears to the Commission that such                   personal identifying information from                  APPLICANTS: Cushing ETF Trust (the
                                              action is necessary or appropriate in the                comment submissions. You should                        ‘‘Trust’’), a Delaware statutory trust
                                              public interest, for the protection of                   submit only information that you wish                  which will register under the Act as an
                                              investors, or otherwise in furtherance of                to make available publicly. All                        open-end management investment
                                              the purposes of the Act. If the                          submissions should refer to File                       company with multiple series, Cushing
                                              Commission takes such action, the                        Number SR–BOX–2018–27 and should                       Asset Management, LP (the ‘‘Adviser’’),
                                              Commission shall institute proceedings                   be submitted on or before September 17,                a Texas limited partnership registered as
                                              to determine whether the proposed rule                   2018.                                                  an investment adviser under the
                                              should be approved or disapproved.                         For the Commission, by the Division of               Investment Advisers Act of 1940, and
                                                                                                       Trading and Markets, pursuant to delegated             Quasar Distributors, LLC (the
                                              IV. Solicitation of Comments                             authority.22                                           ‘‘Distributor’’), a Delaware limited
                                                Interested persons are invited to                      Eduardo A. Aleman,                                     liability company and broker-dealer
                                              submit written data, views and                           Assistant Secretary.                                   registered under the Securities
                                              arguments concerning the foregoing,                      [FR Doc. 2018–18426 Filed 8–24–18; 8:45 am]            Exchange Act of 1934 (‘‘Exchange Act’’).
                                              including whether the proposed rule                      BILLING CODE 8011–01–P                                 FILING DATES: The application was filed
                                              change is consistent with the Act.                                                                              on June 8, 2018 and amended on July
                                              Comments may be submitted by any of                                                                             25, 2018.
                                              the following methods:                                   SECURITIES AND EXCHANGE                                HEARING OR NOTIFICATION OF HEARING: An
                                              Electronic Comments                                      COMMISSION                                             order granting the requested relief will
                                                                                                                                                              be issued unless the Commission orders
                                                • Use the Commission’s internet                        [Investment Company Act Release No.
                                                                                                                                                              a hearing. Interested persons may
                                              comment form (http://www.sec.gov/                        33206; 812–14918]
                                                                                                                                                              request a hearing by writing to the
                                              rules/sro.shtml); or                                                                                            Commission’s Secretary and serving
                                                                                                       Cushing Asset Management, LP et al.
                                                • Send an email to rule-comments@
                                                                                                                                                              applicants with a copy of the request,
                                              sec.gov. Please include File Number SR–                  August 21, 2018.                                       personally or by mail. Hearing requests
                                              BOX–2018–27 on the subject line.                         AGENCY: Securities and Exchange                        should be received by the Commission
                                              Paper Comments                                           Commission (‘‘Commission’’).                           by 5:30 p.m. on September 17, 2018,
                                                                                                       ACTION: Notice.                                        and should be accompanied by proof of
                                                • Send paper comments in triplicate
                                              to Secretary, Securities and Exchange                       Notice of an application for an order               service on applicants, in the form of an
                                              Commission, 100 F Street NE,                             under section 6(c) of the Investment                   affidavit, or for lawyers, a certificate of
                                              Washington, DC 20549–1090.                               Company Act of 1940 (the ‘‘Act’’) for an               service. Pursuant to rule 0–5 under the
                                                                                                       exemption from sections 2(a)(32),                      Act, hearing requests should state the
                                              All submissions should refer to File
                                                                                                       5(a)(1), 22(d), and 22(e) of the Act and               nature of the writer’s interest, any facts
                                              Number SR–BOX–2018–27. This file
                                                                                                       rule 22c–1 under the Act, under                        bearing upon the desirability of a
                                              number should be included on the
                                                                                                       sections 6(c) and 17(b) of the Act for an              hearing on the matter, the reason for the
                                              subject line if email is used. To help the
                                                                                                       exemption from sections 17(a)(1) and                   request, and the issues contested.
                                              Commission process and review your
                                                                                                       17(a)(2) of the Act, and under section                 Persons who wish to be notified of a
                                              comments more efficiently, please use
                                                                                                       12(d)(1)(J) for an exemption from                      hearing may request notification by
                                              only one method. The Commission will
                                                                                                       sections 12(d)(1)(A) and 12(d)(1)(B) of                writing to the Commission’s Secretary.
                                              post all comments on the Commission’s
                                              internet website (http://www.sec.gov/                    the Act. The requested order would                     ADDRESSES: Secretary, Securities and
                                              rules/sro.shtml). Copies of the                          permit (a) index-based series of certain               Exchange Commission, 100 F Street NE,
                                              submission, all subsequent                               open-end management investment                         Washington, DC 20549–1090;
amozie on DSK3GDR082PROD with NOTICES1




                                              amendments, all written statements                       companies (‘‘Funds’’) to issue shares                  Applicants: The Trust and the Adviser,
                                              with respect to the proposed rule                        redeemable in large aggregations                       8117 Preston Road, Suite 440, Dallas,
                                              change that are filed with the                           (‘‘Creation Units’’); (b) secondary market             Texas 75225, and the Distributor, 777
                                                                                                       transactions in Fund shares to occur at                East Wisconsin Avenue, 6th Floor,
                                                19 The Exchange has fulfilled this requirement.        negotiated market prices rather than at                Milwaukee, Wisconsin 53202.
                                                20 15 U.S.C. 78s(b)(3)(A).                                                                                    FOR FURTHER INFORMATION CONTACT:
                                                21 17 CFR 240.19b–4(f)(6).                               22 17   CFR 200.30–3(a)(12).                         Benjamin Kalish, Attorney-Adviser, at


                                         VerDate Sep<11>2014   17:51 Aug 24, 2018   Jkt 244001    PO 00000   Frm 00080    Fmt 4703   Sfmt 4703   E:\FR\FM\27AUN1.SGM   27AUN1


                                              43714                        Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices

                                              (202) 551–7361, or Parisa Haghshenas,                      3. Shares will be purchased and                    redemption. Applicants assert that the
                                              Branch Chief, at (202) 551–6723                         redeemed in Creation Units and                        requested relief would not be
                                              (Division of Investment Management,                     generally on an in-kind basis, or issued              inconsistent with the spirit and intent of
                                              Chief Counsel’s Office).                                in less than Creation Unit size to                    section 22(e) to prevent unreasonable,
                                              SUPPLEMENTARY INFORMATION: The                          investors participating in a distribution             undisclosed or unforeseen delays in the
                                              following is a summary of the                           reinvestment program. Except where the                actual payment of redemption proceeds.
                                              application. The complete application                   purchase or redemption will include                      7. Applicants request an exemption to
                                              may be obtained via the Commission’s                    cash under the limited circumstances                  permit Funds of Funds to acquire Fund
                                              website by searching for the file                       specified in the application, purchasers              shares beyond the limits of section
                                              number, or for an applicant using the                   will be required to purchase Creation                 12(d)(1)(A) of the Act; and the Funds,
                                              Company name box, at http://                            Units by depositing specified                         and any principal underwriter for the
                                              www.sec.gov/search/search.htm or by                     instruments (‘‘Deposit Instruments’’),                Funds, and/or any broker or dealer
                                              calling (202) 551–8090.                                 and shareholders redeeming their shares               registered under the Exchange Act, to
                                                                                                      will receive specified instruments                    sell shares to Funds of Funds beyond
                                              Summary of the Application                              (‘‘Redemption Instruments’’). The                     the limits of section 12(d)(1)(B) of the
                                                 1. Applicants request an order that                  Deposit Instruments and the                           Act. The application’s terms and
                                              would allow Funds to operate as index                   Redemption Instruments will each                      conditions are designed to, among other
                                              exchange traded funds (‘‘ETFs’’).1 Fund                 correspond pro rata to the positions in               things, help prevent any potential (i)
                                              shares will be purchased and redeemed                   the Fund’s portfolio (including cash                  undue influence over a Fund through
                                              at their NAV in Creation Units (other                   positions) except as specified in the                 control or voting power, or in
                                              than pursuant to a distribution                         application.                                          connection with certain services,
                                              reinvestment program, as described in                      4. Because shares will not be                      transactions, and underwritings, (ii)
                                              the application). All orders to purchase                individually redeemable, applicants                   excessive layering of fees, and (iii)
                                              Creation Units and all redemption                       request an exemption from section                     overly complex fund structures, which
                                              requests will be placed by or through an                5(a)(1) and section 2(a)(32) of the Act               are the concerns underlying the limits
                                              ‘‘Authorized Participant,’’ which will                  that would permit the Funds to register               in sections 12(d)(1)(A) and (B) of the
                                              have signed a participant agreement                     as open-end management investment                     Act.
                                              with the Distributor. Shares will be                    companies and issue shares that are                      8. Applicants request an exemption
                                              listed and traded individually on a                     redeemable in Creation Units.                         from sections 17(a)(1) and 17(a)(2) of the
                                              national securities exchange, where                        5. Applicants also request an                      Act to permit persons that are Affiliated
                                              share prices will be based on the current               exemption from section 22(d) of the Act               Persons, or Second Tier Affiliates, of the
                                              bid/offer market. Any order granting the                and rule 22c–1 under the Act as                       Funds, solely by virtue of certain
                                              requested relief would be subject to the                secondary market trading in shares will               ownership interests, to effectuate
                                              terms and conditions stated in the                      take place at negotiated prices, not at a             purchases and redemptions in-kind. The
                                              application.                                            current offering price described in a                 deposit procedures for in-kind
                                                 2. Each Fund will hold investment                    Fund’s prospectus, and not at a price                 purchases of Creation Units and the
                                              positions selected to correspond closely                based on NAV. Applicants state that (a)               redemption procedures for in-kind
                                              to the performance of an Underlying                     secondary market trading in shares does               redemptions of Creation Units will be
                                              Index. In the case of Self-Indexing                     not involve a Fund as a party and will                the same for all purchases and
                                              Funds, an affiliated person, as defined                 not result in dilution of an investment               redemptions, and Deposit Instruments
                                              in section 2(a)(3) of the Act (‘‘Affiliated             in shares, and (b) to the extent different            and Redemption Instruments will be
                                              Person’’), or an affiliated person of an                prices exist during a given trading day,              valued in the same manner as those
                                              Affiliated Person (‘‘Second-Tier                        or from day to day, such variances occur              investment positions currently held by
                                              Affiliate’’), of the Trust or a Fund, of the            as a result of third-party market forces,             the Funds. Applicants also seek relief
                                              Adviser, of any sub-adviser to or                       such as supply and demand. Therefore,                 from the prohibitions on affiliated
                                              promoter of a Fund, or of the Distributor               applicants assert that secondary market               transactions in section 17(a) to permit a
                                              will compile, create, sponsor or                        transactions in shares will not lead to               Fund to sell its shares to and redeem its
                                              maintain the Underlying Index.2                         discrimination or preferential treatment              shares from a Fund of Funds, and to
                                                                                                      among purchasers. Finally, applicants                 engage in the accompanying in-kind
                                                 1 Applicants request that the order apply to the     represent that share market prices will               transactions with the Fund of Funds.3
                                              series of the Trust identified and described in         be disciplined by arbitrage                           The purchase of Creation Units by a
                                              Appendix A to the application (‘‘Initial Fund’’) and    opportunities, which should prevent                   Fund of Funds directly from a Fund will
                                              any additional series of the Trust, and any other       shares from trading at a material                     be accomplished in accordance with the
                                              existing or future open-end management investment
                                              company or existing or future series thereof
                                                                                                      discount or premium from NAV.                         policies of the Fund of Funds and will
                                              (together with the Initial Fund, ‘‘Funds’’), each of       6. With respect to Funds that effect               be based on the NAVs of the Funds.
                                              which will operate as an ETF, and will track a          creations and redemptions of Creation                    9. Section 6(c) of the Act permits the
                                              specified index comprised of domestic and/or            Units in kind and that are based on                   Commission to exempt any persons or
                                              foreign equity securities and/or domestic and/or        certain Underlying Indexes that include
                                              foreign fixed income securities (each, an
                                                                                                                                                            transactions from any provision of the
                                              ‘‘Underlying Index’’). Any Fund will (a) be advised     foreign securities, applicants request                Act if such exemption is necessary or
                                              by the Adviser or an entity controlling, controlled     relief from the requirement imposed by
                                              by, or under common control with the Adviser            section 22(e) in order to allow such                     3 The requested relief would apply to direct sales
                                              (each such entity and any successor thereto, an         Funds to pay redemption proceeds                      of shares in Creation Units by a Fund to a Fund of
amozie on DSK3GDR082PROD with NOTICES1




                                              ‘‘Adviser’’) and (b) comply with the terms and                                                                Funds and redemptions of those shares. Applicants,
                                              conditions of the application. For purposes of the      within fifteen calendar days following                moreover, are not seeking relief from section 17(a)
                                              requested order, a ‘‘successor’’ is limited to an       the tender of Creation Units for                      for, and the requested relief will not apply to,
                                              entity or entities that result from a reorganization                                                          transactions where a Fund could be deemed an
                                              into another jurisdiction or a change in the type of    calculation of its NAV at the end of the day.         Affiliated Person, or a Second-Tier Affiliate, of a
                                              business organization.                                  Applicants believe that requiring Self-Indexing       Fund of Funds because an Adviser or an entity
                                                 2 Each Self-Indexing Fund will post on its website   Funds to maintain full portfolio transparency will    controlling, controlled by or under common control
                                              the identities and quantities of the investment         help address, together with other protections,        with an Adviser provides investment advisory
                                              positions that will form the basis for the Fund’s       conflicts of interest with respect to such Funds.     services to that Fund of Funds.



                                         VerDate Sep<11>2014   17:51 Aug 24, 2018   Jkt 244001   PO 00000   Frm 00081   Fmt 4703   Sfmt 4703   E:\FR\FM\27AUN1.SGM   27AUN1


                                                                           Federal Register / Vol. 83, No. 166 / Monday, August 27, 2018 / Notices                                                       43715

                                              appropriate in the public interest and                  Tortoise Power and Energy                                Applicants’ Representations:
                                              consistent with the protection of                       Infrastructure Fund, Inc. (‘‘Power                       1. Energy Infrastructure Corp. was
                                              investors and the purposes fairly                       Fund’’), Tortoise Essential Assets                    organized as a Maryland corporation for
                                              intended by the policy and provisions of                Income 2024 Term Fund, Inc. (‘‘Income                 the purpose of operating as an
                                              the Act. Section 12(d)(1)(J) of the Act                 Fund’’), Tortoise Tax-Advantaged Social               externally-managed, non-diversified,
                                              provides that the Commission may                        Infrastructure Fund, Inc. (‘‘Social                   closed-end management investment
                                              exempt any person, security, or                         Infrastructure Fund’’ and together with               company. Energy Infrastructure Corp. is
                                              transaction, or any class or classes of                 Energy Infrastructure Corp., MLP Fund,                a registered investment company under
                                              persons, securities, or transactions, from              Pipeline Fund, Independence Fund,                     the Act. Energy Infrastructure Corp.’s
                                              any provision of section 12(d)(1) if the                Power Fund, and Income Fund, the                      Objectives and Strategies 1 are to seek a
                                              exemption is consistent with the public                 ‘‘Existing Regulated Funds’’), Tortoise               high level of total return with an
                                              interest and the protection of investors.               Capital Advisors, L.L.C. (‘‘Tortoise                  emphasis on current distributions
                                              Section 17(b) of the Act authorizes the                 Advisors’’), on behalf of itself and its              primarily through investments in
                                              Commission to grant an order                            successors, Tortoise Direct                           publicly traded master limited
                                              permitting a transaction otherwise                      Opportunities Fund, LP (‘‘DO Fund’’),                 partnerships (‘‘MLPs’’) and their
                                              prohibited by section 17(a) if it finds                 Tortoise Direct Opportunities Fund II,                affiliates in the energy infrastructure
                                              that (a) the terms of the proposed                      LP (‘‘DO Fund II’’), Tortoise Direct                  sector. Energy Infrastructure Corp. has a
                                              transaction are fair and reasonable and                 Municipal Opportunities Fund, LP                      six member Board,2 of which four
                                              do not involve overreaching on the part                 (‘‘Municipal Fund’’ and, together with                members are Non-Interested Directors.3
                                              of any person concerned; (b) the                        DO Fund and DO Fund II, the ‘‘Existing                   2. MLP Fund was organized as a
                                              proposed transaction is consistent with                 Affiliated Funds’’), and Tortoise Credit              Maryland corporation for the purpose of
                                              the policies of each registered                         Strategies, LLC (the ‘‘Existing Affiliated            operating as an externally-managed,
                                              investment company involved; and (c)                    Adviser’’).                                           non-diversified, closed-end
                                              the proposed transaction is consistent                  FILING DATES: The application was filed               management investment company. MLP
                                              with the general purposes of the Act.                   on November 7, 2017, and amended on                   Fund is a registered investment
                                                                                                      March 29, 2018, and August 1, 2018.                   company under the Act. MLP Fund’s
                                                For the Commission, by the Division of
                                                                                                      HEARING OR NOTIFICATION OF HEARING: An                Objectives and Strategies are to seek a
                                              Investment Management, under delegated
                                              authority.                                              order granting the requested relief will              high level of total return with an
                                                                                                      be issued unless the Commission orders                emphasis on current distributions
                                              Eduardo A. Aleman,
                                                                                                      a hearing. Interested persons may                     primarily through investments in energy
                                              Assistant Secretary.
                                                                                                      request a hearing by writing to the                   MLPs and their affiliates, with an
                                              [FR Doc. 2018–18419 Filed 8–24–18; 8:45 am]                                                                   emphasis on natural gas infrastructure
                                                                                                      Commission’s Secretary and serving
                                              BILLING CODE 8011–01–P
                                                                                                      applicants with a copy of the request,                MLPs. MLP Fund has a six member
                                                                                                      personally or by mail. Hearing requests               Board, of which four members are Non-
                                                                                                      should be received by the Commission                  Interested Directors.
                                              SECURITIES AND EXCHANGE                                                                                          3. Pipeline Fund was organized as a
                                              COMMISSION                                              by 5:30 p.m. on September 17, 2018,
                                                                                                      and should be accompanied by proof of                 Maryland corporation for the purpose of
                                              [Investment Company Act Release No.                     service on applicants, in the form of an              operating as an externally-managed,
                                              33205; File No. 812–14839]                              affidavit or, for lawyers, a certificate of           non-diversified, closed-end
                                                                                                      service. Pursuant to rule 0–5 under the               management investment company.
                                              Tortoise Capital Advisors, L.L.C., et al.               Act, hearing requests should state the                Pipeline Fund is a registered investment
                                              August 21, 2018.                                        nature of the writer’s interest, any facts            company under the Act. Pipeline Fund
                                                                                                      bearing upon the desirability of a                    has elected to be treated, and intends to
                                              AGENCY: Securities and Exchange
                                                                                                      hearing on the matter, the reason for the             comply with the requirements to
                                              Commission (‘‘Commission’’).
                                                                                                      request, and the issues contested.                    continue to qualify annually, as a
                                              ACTION: Notice.
                                                                                                      Persons who wish to be notified of a                  regulated investment company (‘‘RIC’’)
                                                 Notice of application for an order                   hearing may request notification by                   under the Internal Revenue Code of
                                              under sections 17(d) and 57(i) of the                   writing to the Commission’s Secretary.                1986, as amended (the ‘‘Code’’), and
                                              Investment Company Act of 1940 (the                     ADDRESSES: Secretary, U.S. Securities                 intends to continue to make such
                                              ‘‘Act’’) and rule 17d–1 under the Act to                and Exchange Commission, 100 F St.                    election in the future. Pipeline Fund’s
                                              permit certain joint transactions                       NE, Washington, DC 20549–1090.                        Objectives and Strategies are to seek a
                                              otherwise prohibited by sections 17(d)                  Applicants, 11550 Ash Street, Suite 300,              high level of total return with an
                                              and 57(a)(4) of the Act and rule 17d–1                  Leawood, KS 66211.                                    emphasis on current distributions
                                              under the Act.                                          FOR FURTHER INFORMATION CONTACT:
                                                                                                                                                            primarily through investments in equity
                                              SUMMARY OF APPLICATION: Applicants                      Christine Y. Greenlees, Senior Counsel,               securities of North American pipeline
                                              request an order to permit certain                      at (202) 551–6879 or Andrea                           companies that transport natural gas,
                                              business development companies                          Ottomanelli Magovern, Branch Chief, at                   1 ‘‘Objectives and Strategies’’ means a Regulated
                                              (‘‘BDC’’) and closed-end management                     (202) 551–6821 (Chief Counsel’s Office,               Fund’s investment objectives and strategies, as
                                              investment companies to co-invest in                    Division of Investment Management).                   described in the Regulated Fund’s registration
                                              portfolio companies with each other and                 SUPPLEMENTARY INFORMATION: The                        statement on Form N–2, other filings the Regulated
                                              with affiliated investment funds.                                                                             Fund has made with the Commission under the
                                                                                                      following is a summary of the
amozie on DSK3GDR082PROD with NOTICES1




                                                                                                                                                            Securities Act of 1933 (the ‘‘Securities Act’’), or
                                              APPLICANTS: Tortoise Energy                             application. The complete application                 under the Securities Exchange Act of 1934, and the
                                              Infrastructure Corporation (‘‘Energy                    may be obtained via the Commission’s                  Regulated Fund’s reports to shareholders.
                                              Infrastructure Corp.’’), Tortoise MLP                   website by searching for the file                        2 The term ‘‘Board’’ refers to the board of directors

                                              Fund, Inc. (‘‘MLP Fund’’), Tortoise                     number, or for an applicant using the                 of any Regulated Fund.
                                                                                                                                                               3 The term ‘‘Non-Interested Directors’’ refers to
                                              Pipeline & Energy Fund, Inc. (‘‘Pipeline                Company name box, at http://                          the directors of any Regulated Fund that are not
                                              Fund’’), Tortoise Energy Independence                   www.sec.gov/search/search.htm or by                   ‘‘interested persons’’ of the Regulated Fund within
                                              Fund, Inc. (‘‘Independence Fund’’),                     calling (202) 551–8090.                               the meaning of section 2(a)(19) of the Act.



                                         VerDate Sep<11>2014   17:51 Aug 24, 2018   Jkt 244001   PO 00000   Frm 00082   Fmt 4703   Sfmt 4703   E:\FR\FM\27AUN1.SGM   27AUN1



Document Created: 2018-08-25 01:49:20
Document Modified: 2018-08-25 01:49:20
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 June 8, 2018 and amended on July 25, 2018.
ContactBenjamin Kalish, Attorney-Adviser, at (202) 551-7361, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (Division of Investment Management, Chief Counsel's Office).
FR Citation83 FR 43713 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR