83 FR 5151 - Gadsden ETF Trust and Gadsden, LLC
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 24 (February 5, 2018)
Federal Register Volume 83, Issue 24 (February 5, 2018)
| Page Range | 5151-5153 | |
| FR Document | 2018-02170 |
[Federal Register Volume 83, Number 24 (Monday, February 5, 2018)] [Notices] [Pages 5151-5153] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-02170] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32999; 812-14859] Gadsden ETF Trust and Gadsden, LLC January 30, 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) actively- managed series of certain open-end management investment companies (``Funds'') to issue shares redeemable in large aggregations only (``Creation Units''); (b) secondary market transactions in Fund shares to occur at negotiated market prices rather than at net asset value (``NAV''); (c) certain Funds to pay redemption proceeds, under certain circumstances, more than seven days after the tender of shares for redemption; (d) certain affiliated persons of a Fund to deposit securities into, and receive securities from, the Fund in connection with the purchase and redemption of Creation Units; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the Funds (``Funds of Funds'') to acquire shares of the Funds; and (f) certain Funds (``Feeder Funds'') to create and redeem Creation Units in-kind in a master-feeder structure. Applicants: Gadsden ETF Trust (``Trust''), a Delaware statutory trust that will be registered under the Act as an open-end management investment company with multiple series, and Gadsden, LLC (``Initial Adviser''), a Delaware limited liability company that will be registered as an investment adviser under the Investment Advisers Act of 1940. Filing Dates: The application was filed on December 26, 2017. Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on February 23, 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: Eight Tower Bridge, 161 Washington Street, Suite 580, Conshohocken, PA 19428. FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's website by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Summary of the Application 1. Applicants request an order that would allow Funds to operate as actively-managed exchange traded funds (``ETFs'').\1\ Fund shares will be [[Page 5152]] purchased and redeemed at their NAV in Creation Units only. All orders to purchase Creation Units and all redemption requests will be placed by or through an ``Authorized Participant,'' which will have signed a participant agreement with a broker-dealer registered under the Securities Exchange Act of 1934 (``Exchange Act'') (the ``Distributor''). Shares will be listed and traded individually on a national securities exchange, where share prices will be based on the current bid/offer market. Certain Funds may operate as Feeder Funds in a master-feeder structure. Any order granting the requested relief would be subject to the terms and conditions stated in the application. --------------------------------------------------------------------------- \1\ Applicants request that the order apply to the Initial Fund, as well as to future series of the Trust, and any other open-end management investment companies or series thereof (each, included in the term ``Fund''), each of which will operate as an actively- managed ETF. Any Fund will (a) be advised by the Initial Adviser or an entity controlling, controlled by, or under common control with the Initial Adviser (each, an ``Adviser'') and (b) comply with the terms and conditions of the application. --------------------------------------------------------------------------- 2. Each Fund will consist of a portfolio of securities and other assets and investment positions (``Portfolio Instruments''). Each Fund will disclose on its website the identities and quantities of the Portfolio Instruments that will form the basis for the Fund's calculation of NAV at the end of the day. 3. Shares will be purchased and redeemed in Creation Units and generally on an in-kind basis. Except where the purchase or redemption will include cash under the limited circumstances specified in the application, purchasers will be required to purchase Creation Units by depositing specified instruments (``Deposit Instruments''), and shareholders redeeming their shares will receive specified instruments (``Redemption Instruments''). The Deposit Instruments and the Redemption Instruments will each correspond pro rata to the positions in the Fund's portfolio (including cash positions) except as specified in the application. 4. Because shares will not be individually redeemable, applicants request an exemption from section 5(a)(1) and section 2(a)(32) of the Act that would permit the Funds to register as open-end management investment companies and issue shares that are redeemable in Creation Units only. 5. Applicants also request an exemption from section 22(d) of the Act and rule 22c-1 under the Act as secondary market trading in shares will take place at negotiated prices, not at a current offering price described in a Fund's prospectus, and not at a price based on NAV. Applicants state that (a) secondary market trading in shares does not involve a Fund as a party and will not result in dilution of an investment in shares, and (b) to the extent different prices exist during a given trading day, or from day to day, such variances occur as a result of third-party market forces, such as supply and demand. Therefore, applicants assert that secondary market transactions in shares will not lead to discrimination or preferential treatment among purchasers. Finally, applicants represent that share market prices will be disciplined by arbitrage opportunities, which should prevent shares from trading at a material discount or premium from NAV. 6. With respect to Funds that hold non-U.S. Portfolio Instruments and that effect creations and redemptions of Creation Units in kind, applicants request relief from the requirement imposed by section 22(e) in order to allow such Funds to pay redemption proceeds within fifteen calendar days following the tender of Creation Units for redemption. Applicants assert that the requested relief would not be inconsistent with the spirit and intent of section 22(e) to prevent unreasonable, undisclosed or unforeseen delays in the actual payment of redemption proceeds. 7. Applicants request an exemption to permit Funds of Funds to acquire Fund shares beyond the limits of section 12(d)(1)(A) of the Act; and the Funds, and any principal underwriter for the Funds, and/or any broker or dealer registered under the Exchange Act, to sell shares to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. The application's terms and conditions are designed to, among other things, help prevent any potential (i) undue influence over a Fund through control or voting power, or in connection with certain services, transactions, and underwritings, (ii) excessive layering of fees, and (iii) overly complex fund structures, which are the concerns underlying the limits in sections 12(d)(1)(A) and (B) of the Act. 8. Applicants request an exemption from sections 17(a)(1) and 17(a)(2) of the Act to permit a person who is 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 Funds, solely by virtue of certain ownership interests, to effectuate purchases and redemptions in-kind. The deposit procedures for in-kind purchases of Creation Units and the redemption procedures for in-kind redemptions of Creation Units will be the same for all purchases and redemptions and Deposit Instruments and Redemption Instruments will be valued in the same manner as those Portfolio Instruments currently held by the Funds. Applicants also seek relief from the prohibitions on affiliated transactions in section 17(a) to permit a Fund to sell its shares to and redeem its shares from a Fund of Funds, and to engage in the accompanying in-kind transactions with the Fund of Funds.\2\ The purchase of Creation Units by a Fund of Funds directly from a Fund will be accomplished in accordance with the policies of the Fund of Funds and will be based on the NAVs of the Funds. --------------------------------------------------------------------------- \2\ The requested relief would apply to direct sales of shares in Creation Units by a Fund to a Fund of Funds and redemptions of those shares. Applicants, moreover, are not seeking relief from section 17(a) for, and the requested relief will not apply to, transactions where a Fund could be deemed an Affiliated Person, or a Second-Tier Affiliate, of a Fund of Funds because an investment adviser to the Funds is also an investment adviser to a Fund of Funds. --------------------------------------------------------------------------- 9. Applicants also request relief to permit a Feeder Fund to acquire shares of another registered investment company managed by the Adviser having substantially the same investment objectives as the Feeder Fund (``Master Fund'') beyond the limitations in section 12(d)(1)(A) and permit the Master Fund, and any principal underwriter for the Master Fund, to sell shares of the Master Fund to the Feeder Fund beyond the limitations in section 12(d)(1)(B). 10. Section 6(c) of the Act permits the Commission to exempt any persons or transactions from any provision of the Act if such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Section 12(d)(1)(J) of the Act provides that the Commission may exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision of section 12(d)(1) if the exemption is consistent with the public interest and the protection of investors. Section 17(b) of the Act authorizes the Commission to grant an order permitting a transaction otherwise prohibited by section 17(a) if it finds that (a) the terms of the proposed transaction are fair and reasonable and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policies of each registered investment company involved; and (c) the proposed transaction is consistent with the general purposes of the Act. [[Page 5153]] For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-02170 Filed 2-2-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 24 / Monday, February 5, 2018 / Notices 5151
of each transaction in reliance on this such documentation in an easily open-end management investment
Order, the Applicant informed the accessible place for a period of not less company with multiple series, and
relevant advisory client of the capacity than five years, the first two years in an Gadsden, LLC (‘‘Initial Adviser’’), a
in which the Applicant may act with appropriate office of the Applicant, and Delaware limited liability company that
respect to the transaction and that it be available for inspection by the staff will be registered as an investment
received the advisory client’s consent (if of the Commission. adviser under the Investment Advisers
the Applicant informs the client orally For the Commission, by the Division of Act of 1940.
of the capacity in which it may act with Investment Management, under delegated FILING DATES: The application was filed
respect to such transaction or obtains authority. on December 26, 2017.
oral consent, such records may, for Eduardo A. Aleman, HEARING OR NOTIFICATION OF HEARING: An
example, include recordings of Assistant Secretary.
telephone conversations or order granting the requested relief will
contemporaneous written notations);
[FR Doc. 2018–02168 Filed 2–2–18; 8:45 am] be issued unless the Commission orders
and (c) documentation sufficient to BILLING CODE 8011–01–P a hearing. Interested persons may
enable assessment of compliance by the request a hearing by writing to the
Applicant with sections 206(1) and (2) Commission’s Secretary and serving
SECURITIES AND EXCHANGE applicants with a copy of the request,
of the Advisers Act in connection with
COMMISSION personally or by mail. Hearing requests
its reliance on this Order.3 In each case,
such records will be maintained and [Investment Company Act Release No. should be received by the Commission
preserved in an easily accessible place 32999; 812–14859] by 5:30 p.m. on February 23, 2018, and
for a period of not less than five years, should be accompanied by proof of
the first two years in an appropriate Gadsden ETF Trust and Gadsden, LLC service on applicants, in the form of an
office of the Applicant, and be available affidavit, or for lawyers, a certificate of
January 30, 2018.
for inspection by the staff of the service. Pursuant to rule 0–5 under the
AGENCY: Securities and Exchange Act, hearing requests should state the
Commission. Commission (‘‘Commission’’).
11. The Applicant will adopt written nature of the writer’s interest, any facts
compliance policies and procedures ACTION: Notice. bearing upon the desirability of a
reasonably designed to ensure, and the hearing on the matter, the reason for the
Notice of an application for an order
Applicant’s chief compliance officer request, and the issues contested.
under section 6(c) of the Investment
will monitor, the Applicant’s Persons who wish to be notified of a
Company Act of 1940 (the ‘‘Act’’) for an
compliance with the conditions of this hearing may request notification by
exemption from sections 2(a)(32),
Order. The Applicant’s chief writing to the Commission’s Secretary.
5(a)(1), 22(d), and 22(e) of the Act and
compliance officer will, on at least a rule 22c–1 under the Act, under ADDRESSES: Secretary, Securities and
quarterly basis, conduct testing sections 6(c) and 17(b) of the Act for an Exchange Commission, 100 F Street NE,
reasonably sufficient to verify such exemption from sections 17(a)(1) and Washington, DC 20549–1090;
compliance. Such written policies and 17(a)(2) of the Act, and under section Applicants: Eight Tower Bridge, 161
procedures, monitoring and testing will 12(d)(1)(J) for an exemption from Washington Street, Suite 580,
address, without limitation: (a) Conshohocken, PA 19428.
sections 12(d)(1)(A) and 12(d)(1)(B) of
Compliance by the Applicant with its FOR FURTHER INFORMATION CONTACT:
the Act. The requested order would
disclosure and consent requirements Bruce R. MacNeil, Senior Counsel, at
permit (a) actively-managed series of
under this Order; (b) the integrity and (202) 551–6817, or David J. Marcinkus,
certain open-end management
operation of electronic systems Branch Chief, at (202) 551–6821
investment companies (‘‘Funds’’) to
employed by the Applicant in (Division of Investment Management,
issue shares redeemable in large
connection with its reliance on this Chief Counsel’s Office).
aggregations only (‘‘Creation Units’’); (b)
Order; (c) compliance by the Applicant
secondary market transactions in Fund SUPPLEMENTARY INFORMATION: The
with its recordkeeping obligations under
shares to occur at negotiated market following is a summary of the
this Order; and (d) whether there is any
evidence of the Applicant engaging in prices rather than at net asset value application. The complete application
‘‘dumping’’ in connection with its (‘‘NAV’’); (c) certain Funds to pay may be obtained via the Commission’s
reliance on this Order.4 The Applicant’s redemption proceeds, under certain website by searching for the file
chief compliance officer will document circumstances, more than seven days number, or for an applicant using the
the frequency and results of such after the tender of shares for Company name box, at http://
monitoring and testing, and the redemption; (d) certain affiliated www.sec.gov/search/search.htm or by
Applicant will maintain and preserve persons of a Fund to deposit securities calling (202) 551–8090.
into, and receive securities from, the
Fund in connection with the purchase Summary of the Application
3 For example, under sections 206(1) and (2), an
investment adviser may not engage in any and redemption of Creation Units; (e) 1. Applicants request an order that
transaction on a principal basis with a client that certain registered management would allow Funds to operate as
is not consistent with the best interests of the client investment companies and unit
or that subrogates the client’s interests to the
actively-managed exchange traded
interests of the investment adviser. Cf. Investment investment trusts outside of the same funds (‘‘ETFs’’).1 Fund shares will be
Advisers Act Release No. 2106 (Jan. 31, 2003) group of investment companies as the
(adopting Rule 206(4)–6). Funds (‘‘Funds of Funds’’) to acquire 1 Applicants request that the order apply to the
sradovich on DSK3GMQ082PROD with NOTICES
4 See Report of the Securities and Exchange Initial Fund, as well as to future series of the Trust,
shares of the Funds; and (f) certain
Commission, Investment Trusts and Investment and any other open-end management investment
Companies, H.R. Doc. No. 279, 76th Cong., 2d Sess.,
Funds (‘‘Feeder Funds’’) to create and companies or series thereof (each, included in the
pt. 3, at 2581, 2589 (1939); Hearings on S. 3580 redeem Creation Units in-kind in a term ‘‘Fund’’), each of which will operate as an
Before a Subcommittee of the Commission on master-feeder structure. actively-managed ETF. Any Fund will (a) be
Banking and Currency, 76th Cong., 3d Sess. 209, advised by the Initial Adviser or an entity
APPLICANTS: Gadsden ETF Trust
212–23 (1940); Hearings on S. 3580 Before the controlling, controlled by, or under common
Subcomm. of the Comm. on Banking and Currency, (‘‘Trust’’), a Delaware statutory trust that control with the Initial Adviser (each, an
76th Cong., 3d Sess. 322 (1940). will be registered under the Act as an Continued
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![Federal Register / Vol. 83, No. 24 / Monday, February 5, 2018 / Notices 5153
For the Commission, by the Division of HEARING OR NOTIFICATION OF HEARING: the facility for leverage purposes and
Investment Management, under delegated An order granting the requested relief the loans’ duration will be no more than
authority. will be issued unless the Commission 7 days.3
Eduardo A. Aleman, orders a hearing. Interested persons may 2. Applicants anticipate that the
Assistant Secretary. request a hearing by writing to the proposed facility would provide a
[FR Doc. 2018–02170 Filed 2–2–18; 8:45 am] Commission’s Secretary and serving borrowing Fund with a source of
BILLING CODE 8011–01–P applicants with a copy of the request, liquidity at a rate lower than the bank
personally or by mail. Hearing requests borrowing rate at times when the cash
should be received by the Commission position of the Fund is insufficient to
SECURITIES AND EXCHANGE by 5:30 p.m. on February 26, 2018 and meet temporary cash requirements. In
COMMISSION should be accompanied by proof of addition, Funds making short-term cash
service on the applicants, in the form of loans directly to other Funds would
[Investment Company Act Release No. an affidavit, or, for lawyers, a certificate earn interest at a rate higher than they
32998; File No. 812–14842] of service. Pursuant to Rule 0–5 under otherwise could obtain from investing
the Act, hearing requests should state their cash in repurchase agreements or
Columbia Funds Series Trust, et al.
the nature of the writer’s interest, any certain other short term money market
January 30, 2018. facts bearing upon the desirability of a instruments. Thus, applicants assert that
AGENCY: Securities and Exchange hearing on the matter, the reason for the the facility would benefit both
Commission (‘‘Commission’’). request, and the issues contested. borrowing and lending Funds.
ACTION: Notice.
Persons who wish to be notified of a 3. Applicants agree that any order
hearing may request notification by granting the requested relief will be
Notice of an application for an order writing to the Commission’s Secretary. subject to the terms and conditions
pursuant to: (a) Section 6(c) of the ADDRESSES: Secretary, U.S. Securities stated in the Application. Among
Investment Company Act of 1940 and Exchange Commission, 100 F Street others, the Adviser, through a
(‘‘Act’’) granting an exemption from NE, Washington, DC 20549–1090; designated committee, would
sections 18(f) and 21(b) of the Act; (b) Applicants: c/o Brian D. McCabe, Esq. administer the facility as a disinterested
section 12(d)(1)(J) of the Act granting an and Nathan D. Somogie, Esq., Rope & fiduciary as part of its duties under the
exemption from section 12(d)(1) of the Gray LLP, Prudential Tower, 800 investment management and
Act; (c) sections 6(c) and 17(b) of the Boylston Street, Boston, MA 02199. administrative agreements with the
Act granting an exemption from sections FOR FURTHER INFORMATION CONTACT: Hae- Funds and would receive no additional
17(a)(1), 17(a)(2) and 17(a)(3) of the Act; Sung Lee, Attorney-Adviser, at (202) fee as compensation for its services in
and (d) section 17(d) of the Act and rule 551–7345 or Robert H. Shapiro, Branch connection with the administration of
17d–1 under the Act to permit certain Chief, at (202) 551–6821 (Division of the facility. The facility would be
joint arrangements and transactions. Investment Management, Chief subject to oversight and certain
Applicants request an order that would Counsel’s Office). approvals by the Funds’ Board,
permit certain registered open-end SUPPLEMENTARY INFORMATION: The including, among others, approval of the
management investment companies to following is a summary of the interest rate formula and of the method
participate in a joint lending and application. The complete application for allocating loans across Funds, as
borrowing facility.1 may be obtained via the Commission’s well as review of the process in place to
APPLICANTS: Columbia Funds Series website by searching for the file evaluate the liquidity implications for
Trust, Columbia Funds Series Trust I, number, or an applicant using the the Funds. A Fund’s aggregate
Columbia Funds Series Trust II, Company name box, at http:// outstanding interfund loans will not
Columbia Funds Variable Insurance www.sec.gov/search/search.htm or by exceed 15% of its net assets, and the
Trust, Columbia Funds Variable Series calling (202) 551–8090. Fund’s loans to any one Fund will not
Trust II, Columbia ETF Trust I and exceed 5% of the lending Fund’s net
Summary of the Application assets.4
Columbia ETF Trust II (each a ‘‘Trust’’
and collectively, the ‘‘Trusts’’), each 1. Applicants request an order that 4. Applicants assert that the facility
registered under the Act as open-end would permit the applicants to does not raise the concerns underlying
management investment companies participate in an interfund lending section 12(d)(1) of the Act given that the
with one or more series, and Columbia facility where each Fund could lend Funds are part of the same group of
Management Investment Advisers, LLC money directly to and borrow money investment companies and there will be
(‘‘Columbia Management’’), registered as directly from other Funds to cover no duplicative costs or fees to the
an investment adviser under the unanticipated cash shortfalls, such as Funds.5 Applicants also assert that the
Investment Advisers Act of 1940. unanticipated redemptions or trade proposed transactions do not raise the
fails.2 The Funds will not borrow under concerns underlying sections 17(a)(1),
FILING DATE: The application was filed
17(a)(3), 17(d) and 21(b) of the Act as
on November 9, 2017. 2 Applicants request that the order apply to the the Funds would not engage in lending
applicants and to any existing or future series of the transactions that unfairly benefit
1 The requested order would supersede an Trusts and to any other registered open-end or
exemptive order issued by the Commission on closed-end management investment company or its
October 24, 2006, with the result that no person series for which Columbia Management and each companies will not participate as borrowers in the
will continue to rely on the prior order if the order successor thereto or a person controlling, controlled interfund lending facility.
sradovich on DSK3GMQ082PROD with NOTICES
3 Any Fund, however, will be able to call a loan
is granted. RiverSource Diversified Income Series, by, or under common control with Columbia
Inc., et al., Investment Company Act Release Nos. Management serves as investment adviser (each on one business day’s notice.
4 Under certain circumstances, a borrowing Fund
27506 (September 28, 2006) (notice) and 27525 such investment adviser may be referred to as an
(October 24, 2016) (order). All existing entities that ‘‘Adviser’’ and collectively, the ‘‘Advisers’’). For will be required to pledge collateral to secure the
currently intend to rely on the order have been purposes of the requested order, ‘‘successor’’ is loan.
named as applicants. Any other existing or future limited to any entity that results from a 5 Applicants state that the obligation to repay an
entity that relies on the order in the future will reorganization into another jurisdiction or a change interfund loan could be deemed to constitute a
comply with the terms and conditions of the in the type of a business organization. The Funds security for the purposes of sections 17(a)(1) and
application. that are closed-end management investment 12(d)(1) of the Act.
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Document Created: 2018-02-03 01:24:52
Document Modified: 2018-02-03 01:24:52
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on December 26, 2017. | |
| Contact | Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or David J. Marcinkus, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 83 FR 5151 |
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