Order Granting a Limited Exemption From Rule 102(a) of Regulation M to Jones Lang LaSalle Income Property Trust Pursuant to Rule 102(e) of Regulation M, 52076-52077 [2014-20699]
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Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices
will be placed within the discretion of
the then-existing Independent Trustees.
6. Independent legal counsel, as
defined in rule 0–1(a)(6) under the Act,
has been and will continue to be
engaged to represent the Independent
Trustees. The selection of such counsel
will be within the discretion of the thenexisting Independent Trustees.
7. Whenever a Subadviser change is
proposed for a Subadvised Fund with
an Affiliated Subadviser, the Board,
including a majority of the Independent
Trustees, will make a separate finding,
reflected in the Board minutes, that the
change is in the best interests of the
Subadvised Fund and its shareholders,
and does not involve a conflict of
interest from which the Adviser or the
Affiliated Subadviser derives an
inappropriate advantage.
8. Whenever a Subadviser is hired or
terminated, the Adviser will provide the
Board with information showing the
expected impact on the profitability of
the Adviser.
9. The Adviser will provide general
management services to each
Subadvised Fund, including overall
supervisory responsibility for the
general management and investment of
the Subadvised Fund’s assets and,
subject to review and approval of the
Board, will: (i) Set the Subadvised
Fund’s overall investment strategies; (ii)
evaluate, select, and recommend
Subadvisers to manage all or a portion
of the Subadvised Fund’s assets; (iii)
allocate and, when appropriate,
reallocate the Subadvised Fund’s assets
among Subadvisers; (iv) monitor and
evaluate the Subadvisers’ performance;
and (v) implement procedures
reasonably designed to ensure that
Subadvisers comply with the
Subadvised Fund’s investment
objective, policies and restrictions.
10. No Trustee or officer of the Trust
or of a Subadvised Fund or director or
officer of the Adviser will own directly
or indirectly (other than through a
pooled investment vehicle that is not
controlled by such person) any interest
in a Subadviser except for (i) ownership
of interests in the Adviser or any entity
that controls, is controlled by or is
under common control with the
Adviser; or (ii) ownership of less than
1% of the outstanding securities of any
class of equity or debt of any publicly
traded company that is either a
Subadviser or an entity that controls, is
controlled by or is under common
control with a Subadviser.
11. Each Subadvised Fund will
disclose in its registration statement the
Aggregate Fee Disclosure.
12. In the event the Commission
adopts a rule under the Act providing
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16:57 Aug 29, 2014
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substantially similar relief to that in the
order requested in the Application, the
requested order will expire on the
effective date of that rule.
13. The Adviser will provide the
Board, no less frequently than quarterly,
with information about the profitability
of the Adviser on a per Subadvised
Fund basis. The information will reflect
the impact on profitability of the hiring
or termination of any Subadviser during
the applicable quarter.
14. Any new Subadvisory Agreement
or any amendment to a Fund’s existing
Investment Advisory Agreement or
Subadvisory Agreement that directly or
indirectly results in an increase in the
aggregate advisory fee rate payable by
the Fund will be submitted to the Fund
shareholders for approval.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–20704 Filed 8–29–14; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–72917; File No. TP 14–14]
Order Granting a Limited Exemption
From Rule 102(a) of Regulation M to
Jones Lang LaSalle Income Property
Trust Pursuant to Rule 102(e) of
Regulation M
August 26, 2014.
By letter dated August 26, 2014
(‘‘Letter’’), as supplemented by
conversations with the staff of the
Division of Trading and Markets
(‘‘Staff’’), counsel for Jones Lang LaSalle
Income Property Trust (the
‘‘Company’’), a publicly registered nonlisted, daily valued perpetual-life real
estate investment trust, requested on
behalf of the Company that the
Securities and Exchange Commission
(‘‘Commission’’) grant an exemption
from Rule 102(a) of Regulation M in
connection with the tender offer by the
Company (the ‘‘Tender Offer’’).1
Specifically, the Letter requests that the
Commission exempt the Company from
the requirements of Rule 102(a) so that
the Company may conduct the Tender
Offer for its Class M shares (the
‘‘Shares’’ or ‘‘Share’’) during the course
of the continuous offering of the Shares
of the Company.
Rule 102(a) of Regulation M
specifically prohibits issuers, selling
security holders, and any of their
1 17
PO 00000
CFR 242.102(a).
Frm 00134
Fmt 4703
Sfmt 4703
affiliated purchasers from directly or
indirectly bidding for, purchasing, or
attempting to induce another person to
bid for or purchase, a covered security
until the applicable restricted period
has ended. As a consequence of the
continuous offering of the Shares, the
Company will be engaged in a
distribution of the Shares for purposes
of Rule 102 of Regulation M. As a result,
bids for or purchases of Shares or any
reference security by the Company or
any affiliated purchaser of the
Company, including engaging in the
Tender Offer, are prohibited during the
restricted period under Rule 102 of
Regulation M, unless specifically
excepted by or exempted from Rule 102
of Regulation M.
The Company represents that they
operate a share repurchase plan (the
‘‘Repurchase Plan’’) which serves as the
primary source of liquidity for the
Company’s stockholders.2 According to
the Company, a large number of Shares
will become eligible for the Repurchase
Plan on October 1, 2014. The Company
is concerned that once the Shares
become eligible for the Repurchase Plan
there will potentially be excess
repurchase demand that the Company
would be unable to meet under current
program limits.3
In order to address the potential
excess repurchase demand by holders of
the Shares, the Company plans to
conduct the Tender Offer in lieu of the
Repurchase Plan in order to provide a
limited source of liquidity to the holders
of Shares who may desire to exit all or
a portion of their investment in the
Company in advance of October 1, 2014.
Shares will be purchased in the Tender
Offer at a price equal to the NAV per
Share as calculated at the close of
business on the day prior to the launch
of the Tender Offer, which price will be
disclosed in compliance with Rule 13e–
4. However, for any day during the
Tender Offer period that the purchase
price may exceed the NAV, the
Company will adjust the purchase price
for Shares purchased in the Tender
2 The Company represents that the Repurchase
Plan meets the conditions for a class exemption
from Rule 102(a) of Regulation M. See Letter from
James A. Brigagliano, Associate Director, to Dennis
O. Garris, Alston & Bird LLP regarding Class Relief
for REIT Share Redemption Programs (October 22,
2007) (the ‘‘Class Relief’’).
3 As explained by the Company, the Repurchase
Plan limits repurchases during any calendar quarter
to shares with an aggregate value (based on the
repurchase price per share on the day the
repurchase is effected) of 5% of the combined NAV
of all classes of shares (including classes of
Company shares other than the Shares) as of the last
day of the previous calendar quarter, which means
that in any 12-month period, the Company limits
its repurchase to approximately 20% of its total
NAV.
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Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices
mstockstill on DSK4VPTVN1PROD with NOTICES
Offer and disclose any such adjustments
in accordance with Rule 13e–4 so that
the purchase price is not greater than
the NAV per Share on that day.
The request is similar to the Class
Relief for unlisted REITs.4 In particular,
the Company represents that the Tender
Offer is designed to provide a limited
source of liquidity for the Company’s
shareholders as there is no trading
market for the Shares.5 Furthermore,
according to the Company, the terms of
the Tender Offer will be fully disclosed
because the Tender Offer will be
conducted pursuant to the substantive,
procedural, and disclosure requirement
of Rule 13e–4, thus minimizing
potential manipulative effects.
Additionally, the Tender Offer price
will not be greater than the NAV per
Share for any day during the Tender
Offer period. Because the price at which
the Shares are sold and the price at
which the Shares will be purchased in
the tender offer are both based on the
NAV per Share and the Tender Offer
will be adjusted as described above,
which will result in the Tender Offer
price never being higher than the price
at which the Company sells Shares
during the Tender Offer, the
opportunity to manipulate the price at
which the Shares are being offered or
repurchased is minimized.
As a condition of the relief, the
Company must terminate the Tender
Offer should a secondary trading market
for the Shares develop. As a result, the
exemptive relief granted to the
Company for the Tender Offer should
not have a manipulative effect on the
applicable distribution. Additionally,
this exemptive relief is further
conditioned on the Tender Offer price
not being greater than the NAV per
Share for any day during the Tender
Offer period. This should help reduce
the potential for the Tender Offer having
a manipulative effect on the price of
such distributions as the purchases
should not improve the offering price.
Accordingly, we find that it is
appropriate in the public interest and is
consistent with the protection of
investors to grant a conditional
exemption from Rule 102(a) to permit
the Company to engage in the Tender
Offer for the Shares during the
applicable restricted period.
of engaging in the Tender Offer for the
Shares during the applicable restricted
period, subject to the following
conditions:
• The Company shall terminate the
Tender Offer if a secondary market for
the Shares being tendered develops;
• The Tender Offer price will not be
greater than the NAV per Share for any
day during the Tender Offer period; and
• The Company will be in
compliance with Rule 13e–4 at all times
during the Tender Offer period.
This exemption is subject to
modification or revocation at any time
the Commission determines that such
action is necessary or appropriate in
furtherance of the purposes of the
Securities Exchange Act of 1934, as
amended (‘‘Exchange Act’’).
Furthermore, the exemption is strictly
limited to the application of Rule 102 to
the Tender Offer as described above.
The Tender Offer should be
discontinued, pending presentation of
the facts for our consideration, in the
event that any material change occurs
with respect to any of the facts or
representations. In addition, persons
relying on this exemption are directed
to the antifraud and anti-manipulation
provisions of the federal securities laws,
particularly Section 10(b) of the
Exchange Act, and Rule 10b–5
thereunder. Responsibility for
compliance with these and any other
applicable provisions of the federal
securities laws must rest with the
persons relying on this exemption. This
order should not be considered a view
with respect to any other question that
the transactions may raise, including,
but not limited to the adequacy of the
disclosure concerning, and the
applicability of other federal or state
laws to, such transactions.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–20699 Filed 8–29–14; 8:45 am]
BILLING CODE P
Conclusion
It is hereby ordered, pursuant to Rule
102(e), that the Company is exempt
from Rule 102(a) for the limited purpose
4 Class
Relief, supra note 2.
Company represents that it has no intention
to list its shares of common stock for trading on a
national securities exchange or other over-thecounter trading market.
5 The
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–72915; File No. SR–
NYSEArca–2014–87]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Amending NYSE Arca
Equities Rule 7.31 To Delete
Functionality Permitting Primary Only
Orders and Primary Sweep Orders To
Be Designated With Intermarket Sweep
Order Modifiers
August 26, 2014.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on August
13, 2014, NYSE Arca, Inc. (the
‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with
the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
NYSE Arca Equities Rule 7.31 to delete
functionality permitting Primary Only
Orders (‘‘PO Order’’) and Primary
Sweep Orders (‘‘PSO’’) to be designated
with Intermarket Sweep Order (‘‘ISO’’)
modifiers. The text of the proposed rule
change is available on the Exchange’s
Web site at www.nyse.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
1 15
U.S.C.78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
6 17
PO 00000
CFR 200.30–3(a)(6).
Frm 00135
Fmt 4703
Sfmt 4703
52077
E:\FR\FM\02SEN1.SGM
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]]>Agencies
[Federal Register Volume 79, Number 169 (Tuesday, September 2, 2014)]
[Notices]
[Pages 52076-52077]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-20699]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-72917; File No. TP 14-14]
Order Granting a Limited Exemption From Rule 102(a) of Regulation
M to Jones Lang LaSalle Income Property Trust Pursuant to Rule 102(e)
of Regulation M
August 26, 2014.
By letter dated August 26, 2014 (``Letter''), as supplemented by
conversations with the staff of the Division of Trading and Markets
(``Staff''), counsel for Jones Lang LaSalle Income Property Trust (the
``Company''), a publicly registered non-listed, daily valued perpetual-
life real estate investment trust, requested on behalf of the Company
that the Securities and Exchange Commission (``Commission'') grant an
exemption from Rule 102(a) of Regulation M in connection with the
tender offer by the Company (the ``Tender Offer'').\1\ Specifically,
the Letter requests that the Commission exempt the Company from the
requirements of Rule 102(a) so that the Company may conduct the Tender
Offer for its Class M shares (the ``Shares'' or ``Share'') during the
course of the continuous offering of the Shares of the Company.
---------------------------------------------------------------------------
\1\ 17 CFR 242.102(a).
---------------------------------------------------------------------------
Rule 102(a) of Regulation M specifically prohibits issuers, selling
security holders, and any of their affiliated purchasers from directly
or indirectly bidding for, purchasing, or attempting to induce another
person to bid for or purchase, a covered security until the applicable
restricted period has ended. As a consequence of the continuous
offering of the Shares, the Company will be engaged in a distribution
of the Shares for purposes of Rule 102 of Regulation M. As a result,
bids for or purchases of Shares or any reference security by the
Company or any affiliated purchaser of the Company, including engaging
in the Tender Offer, are prohibited during the restricted period under
Rule 102 of Regulation M, unless specifically excepted by or exempted
from Rule 102 of Regulation M.
The Company represents that they operate a share repurchase plan
(the ``Repurchase Plan'') which serves as the primary source of
liquidity for the Company's stockholders.\2\ According to the Company,
a large number of Shares will become eligible for the Repurchase Plan
on October 1, 2014. The Company is concerned that once the Shares
become eligible for the Repurchase Plan there will potentially be
excess repurchase demand that the Company would be unable to meet under
current program limits.\3\
---------------------------------------------------------------------------
\2\ The Company represents that the Repurchase Plan meets the
conditions for a class exemption from Rule 102(a) of Regulation M.
See Letter from James A. Brigagliano, Associate Director, to Dennis
O. Garris, Alston & Bird LLP regarding Class Relief for REIT Share
Redemption Programs (October 22, 2007) (the ``Class Relief'').
\3\ As explained by the Company, the Repurchase Plan limits
repurchases during any calendar quarter to shares with an aggregate
value (based on the repurchase price per share on the day the
repurchase is effected) of 5% of the combined NAV of all classes of
shares (including classes of Company shares other than the Shares)
as of the last day of the previous calendar quarter, which means
that in any 12-month period, the Company limits its repurchase to
approximately 20% of its total NAV.
---------------------------------------------------------------------------
In order to address the potential excess repurchase demand by
holders of the Shares, the Company plans to conduct the Tender Offer in
lieu of the Repurchase Plan in order to provide a limited source of
liquidity to the holders of Shares who may desire to exit all or a
portion of their investment in the Company in advance of October 1,
2014. Shares will be purchased in the Tender Offer at a price equal to
the NAV per Share as calculated at the close of business on the day
prior to the launch of the Tender Offer, which price will be disclosed
in compliance with Rule 13e-4. However, for any day during the Tender
Offer period that the purchase price may exceed the NAV, the Company
will adjust the purchase price for Shares purchased in the Tender
[[Page 52077]]
Offer and disclose any such adjustments in accordance with Rule 13e-4
so that the purchase price is not greater than the NAV per Share on
that day.
The request is similar to the Class Relief for unlisted REITs.\4\
In particular, the Company represents that the Tender Offer is designed
to provide a limited source of liquidity for the Company's shareholders
as there is no trading market for the Shares.\5\ Furthermore, according
to the Company, the terms of the Tender Offer will be fully disclosed
because the Tender Offer will be conducted pursuant to the substantive,
procedural, and disclosure requirement of Rule 13e-4, thus minimizing
potential manipulative effects. Additionally, the Tender Offer price
will not be greater than the NAV per Share for any day during the
Tender Offer period. Because the price at which the Shares are sold and
the price at which the Shares will be purchased in the tender offer are
both based on the NAV per Share and the Tender Offer will be adjusted
as described above, which will result in the Tender Offer price never
being higher than the price at which the Company sells Shares during
the Tender Offer, the opportunity to manipulate the price at which the
Shares are being offered or repurchased is minimized.
---------------------------------------------------------------------------
\4\ Class Relief, supra note 2.
\5\ The Company represents that it has no intention to list its
shares of common stock for trading on a national securities exchange
or other over-the-counter trading market.
---------------------------------------------------------------------------
As a condition of the relief, the Company must terminate the Tender
Offer should a secondary trading market for the Shares develop. As a
result, the exemptive relief granted to the Company for the Tender
Offer should not have a manipulative effect on the applicable
distribution. Additionally, this exemptive relief is further
conditioned on the Tender Offer price not being greater than the NAV
per Share for any day during the Tender Offer period. This should help
reduce the potential for the Tender Offer having a manipulative effect
on the price of such distributions as the purchases should not improve
the offering price. Accordingly, we find that it is appropriate in the
public interest and is consistent with the protection of investors to
grant a conditional exemption from Rule 102(a) to permit the Company to
engage in the Tender Offer for the Shares during the applicable
restricted period.
Conclusion
It is hereby ordered, pursuant to Rule 102(e), that the Company is
exempt from Rule 102(a) for the limited purpose of engaging in the
Tender Offer for the Shares during the applicable restricted period,
subject to the following conditions:
The Company shall terminate the Tender Offer if a
secondary market for the Shares being tendered develops;
The Tender Offer price will not be greater than the NAV
per Share for any day during the Tender Offer period; and
The Company will be in compliance with Rule 13e-4 at all
times during the Tender Offer period.
This exemption is subject to modification or revocation at any time
the Commission determines that such action is necessary or appropriate
in furtherance of the purposes of the Securities Exchange Act of 1934,
as amended (``Exchange Act''). Furthermore, the exemption is strictly
limited to the application of Rule 102 to the Tender Offer as described
above. The Tender Offer should be discontinued, pending presentation of
the facts for our consideration, in the event that any material change
occurs with respect to any of the facts or representations. In
addition, persons relying on this exemption are directed to the
antifraud and anti-manipulation provisions of the federal securities
laws, particularly Section 10(b) of the Exchange Act, and Rule 10b-5
thereunder. Responsibility for compliance with these and any other
applicable provisions of the federal securities laws must rest with the
persons relying on this exemption. This order should not be considered
a view with respect to any other question that the transactions may
raise, including, but not limited to the adequacy of the disclosure
concerning, and the applicability of other federal or state laws to,
such transactions.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
---------------------------------------------------------------------------
\6\ 17 CFR 200.30-3(a)(6).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-20699 Filed 8-29-14; 8:45 am]
BILLING CODE P
