Notice of Applications for Deregistration Under Section 8(f) of the Investment Company Act of 1940, 71145-71146 [2014-28175]

Download as PDF asabaliauskas on DSK5VPTVN1PROD with NOTICES Federal Register / Vol. 79, No. 230 / Monday, December 1, 2014 / Notices including the applicant, have affiliations with underwriters to Issuers. Applicant states that, as a result, when an affiliate of the applicant is selected to underwrite ABS in an ABS Transaction, Rule 3a–7(a)(4)(i)’s Independent Trustee Requirement generally prevents applicant from serving as trustee for the Issuer. Applicant states that the Independent Trustee Requirement imposes an unnecessary regulatory limitation on trustee selection and causes market distortions by leading to the selection of trustees for reasons other than customary market considerations of pricing and expertise. This result is disadvantageous to the ABS market and to ABS investors. 5. Applicant submits that due to the nature and timing of the roles of the trustee and the underwriter, applicant’s affiliation with an underwriter would not result in a conflict of interest or possibility of overreaching that could harm investors. Applicant states that the trustee’s role begins with the Issuer’s issuance of its securities, and the trustee performs its role over the life of the Issuer. Applicant states that, in contrast, the underwriter is chosen early in the ABS Transaction process, may help to structure the ABS Transaction, distributes the Issuer’s securities to investors, and generally has no role subsequent to the distribution of the Issuer’s securities. Applicant further states that an ABS trustee does not monitor the distribution of securities or any other activity performed by underwriters and there is no opportunity for a trustee and an affiliated underwriter to act in concert to benefit themselves at the expense of holders of the ABS either prior to or after the closing of the ABS Transaction. 6. Applicant states that the trustee’s role is narrowly defined, and that the trustee is neither expected nor required to exercise discretion or judgment except after a default in the ABS transaction, which rarely occurs. Applicant states that the duties of a trustee after a default are limited to enforcing the terms of the Agreement for the benefit of debt holders as a ‘‘prudent person’’ would enforce such interests for his own benefit. Applicant further states that the trustee of the Issuer has virtually no discretion to pursue anyone in any regard other than preserving and realizing on the assets. In any event, Applicant states that any role taken by the Trustee in the event of a default would occur after the underwriter has terminated its role in the transaction. 7. Applicant submits that the concerns underlying the Independent Trustee Requirement are not implicated VerDate Sep<11>2014 14:08 Nov 28, 2014 Jkt 235001 if the trustee for an Issuer is independent of the sponsor, servicer, and credit enhancer for the Issuer, but is affiliated with an underwriter for the Issuer, because in that situation no single entity would act in all capacities in the issuance of the ABS and the operation of an Issuer. Applicant states that applicant would continue to act as an independent party safeguarding the assets of any Issuer regardless of an affiliation with an underwriter of the ABS. Applicant submits that the concern that affiliation could lead to a trustee monitoring the activities of an affiliate also is not implicated by a trustee’s affiliation with an underwriter, because, in practice, a trustee for an Issuer does not monitor the distribution of securities or any other activity performed by underwriters. Applicant further states that the requested relief would be consistent with the broader purpose of Rule 3a–7 of not hampering the growth and development of the ABS market, to the extent consistent with investor protection. 8. Applicant states that the conditions set forth below provide additional protections against conflicts and overreaching. For example, the conditions ensure that the Applicant will continue to act as an independent party safeguarding the assets of an Issuer regardless of an affiliation with the underwriter of the ABS and would not allow the underwriter any greater access to the assets, or cash flows derived from the assets, of the Issuer than if there were no affiliation. Applicant’s Conditions The applicant agrees that any order granting the requested relief will be subject to the following conditions: 1. The applicant will not be affiliated with any person involved in the organization or operation of the Issuer in an ABS Transaction other than the underwriter. 2. The applicant’s relationship to an affiliated underwriter will be disclosed in writing to all parties involved in an ABS Transaction, including the rating agencies and the ABS holders. 3. An underwriter affiliated with the applicant will not be involved in the operation of an Issuer, and its involvement in the organization of an Issuer will extend only to determining the assets to be pooled, assisting in establishing the terms of the ABS to be underwritten, and providing the sponsor with a warehouse line of credit with which to purchase the pool assets. 4. An affiliated person of the applicant, including an affiliated underwriter, will not provide credit or PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 71145 credit enhancement to an Issuer if the applicant serves as trustee to the Issuer. 5. An underwriter affiliated with the applicant will not engage in any remarketing agent activities, including involvement in any auction process in which ABS interest rates, yields, or dividends are reset at designated intervals in any ABS Transaction from which the applicant serves as trustee to the Issuer. 6. All of an affiliated underwriter’s contractual obligations pursuant to the underwriting agreement will be enforceable by the sponsor. 7. Consistent with the requirements of Rule 3a–7(a)(4)(i), the applicant will resign as trustee for the Issuer if applicant becomes obligated to enforce any of an affiliated underwriter’s obligations to the Issuer. 8. The applicant will not price its services as trustee in a manner designed to facilitate its affiliate being named underwriter. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–28174 Filed 11–28–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. IC–31344] Notice of Applications for Deregistration Under Section 8(f) of the Investment Company Act of 1940 November 21, 2014. The following is a notice of applications for deregistration under section 8(f) of the Investment Company Act of 1940 for the month of November 2014. A copy of each application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at https://www.sec.gov/search/ search.htm or by calling (202) 551– 8090. An order granting each application will be issued unless the SEC orders a hearing. Interested persons may request a hearing on any application by writing to the SEC’s Secretary at the address below and serving the relevant applicant with a copy of the request, personally or by mail. Hearing requests should be received by the SEC by 5:30 p.m. on December 19, 2014, 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, E:\FR\FM\01DEN1.SGM 01DEN1 71146 Federal Register / Vol. 79, No. 230 / Monday, December 1, 2014 / Notices 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: The Commission: Brent J. Fields, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. FOR FURTHER INFORMATION CONTACT: Diane L. Titus at (202) 551–6810, SEC, Division of Investment Management, Chief Counsel’s Office, 100 F Street NE., Washington, DC 20549–8010. Cushing Funds Trust [File No. 811–22428] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. Applicant transferred its assets to corresponding series of MainStay Funds Trust, and on July 7, 2014, made distributions to its shareholders based on net asset value. Expenses of $822,606 incurred in connection with the reorganization were paid by Cushing Asset Management, L.P., applicant’s investment adviser, and New York Life Investment Management LLC, the surviving fund’s investment adviser. Filing Date: The application was filed on October 27, 2014. Applicant’s Address: 8117 Preston Rd., Suite 440, Dallas, TX 75225. Lattice Strategies, LLC [File No. 811–23001] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. Applicant states the filings on Form N–8A and N–1A made under applicant’s file number were inadvertent and were intended instead to be filed under the file number of Lattice Strategies Trust. Filing Date: The application was filed on October 24, 2014. Applicant’s Address: One Embarcadero Center, 23rd Floor, San Francisco, CA 94111. Oceanstone Fund asabaliauskas on DSK5VPTVN1PROD with NOTICES [File No. 811–21930] Summary: Applicant seeks an order declaring that it has ceased to be an investment company. On August 29, 2014, applicant made a liquidating distribution to its shareholders, based on net asset value. Applicant incurred no expenses in connection with the liquidation. Filing Date: The application was filed on October 29, 2014. VerDate Sep<11>2014 14:08 Nov 28, 2014 Jkt 235001 Applicant’s Address: PO Box 130982, Carlsbad, CA 92013. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–28175 Filed 11–28–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–73676; File No. SR– NASDAQ–2014–105] Self-Regulatory Organizations; The NASDAQ Stock Market, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Rebates in Penny Pilot Options November 24, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 10, 2014, The NASDAQ Stock Market LLC (‘‘NASDAQ’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by NASDAQ. 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 NASDAQ proposes to modify Chapter XV, entitled ‘‘Options Pricing,’’ at Section 2 governing pricing for NASDAQ members using the NASDAQ Options Market (‘‘NOM’’), NASDAQ’s facility for executing and routing standardized equity and index options. Specifically, NOM proposes to amend certain Penny Pilot Options 3 rebates 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 The Penny Pilot was established in March 2008 and in October 2009 was expanded and extended through December 31, 2014. See Securities Exchange Act Release Nos. 57579 (March 28, 2008), 73 FR 18587 (April 4, 2008) (SR–NASDAQ–2008– 026) (notice of filing and immediate effectiveness establishing Penny Pilot); 60874 (October 23, 2009), 74 FR 56682 (November 2, 2009) (SR–NASDAQ– 2009–091) (notice of filing and immediate effectiveness expanding and extending Penny Pilot); 60965 (November 9, 2009), 74 FR 59292 (November 17, 2009) (SR–NASDAQ–2009–097) (notice of filing and immediate effectiveness adding seventy-five classes to Penny Pilot); 61455 (February 1, 2010), 75 FR 6239 (February 8, 2010) (SR–NASDAQ–2010–013) (notice of filing and immediate effectiveness adding seventy-five classes to Penny Pilot); 62029 (May 4, 2010), 75 FR 25895 (May 10, 2010) (SR–NASDAQ–2010–053) (notice of 2 17 PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 currently applicable to Customers,4 Professionals 5 and NOM Market Makers.6 The text of the proposed rule change is available on the Exchange’s Web site at https:// www.nasdaq.cchwallstreet.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 Exchange 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 these 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 aspects of such statements. filing and immediate effectiveness adding seventyfive classes to Penny Pilot); 65969 (December 15, 2011), 76 FR 79268 (December 21, 2011) (SR– NASDAQ–2011–169) (notice of filing and immediate effectiveness extension and replacement of Penny Pilot); 67325 (June 29, 2012), 77 FR 40127 (July 6, 2012) (SR–NASDAQ–2012–075) (notice of filing and immediate effectiveness and extension and replacement of Penny Pilot through December 31, 2012); 68519 (December 21, 2012), 78 FR 136 (January 2, 2013) (SR–NASDAQ–2012–143) (notice of filing and immediate effectiveness and extension and replacement of Penny Pilot through June 30, 2013); 69787 (June 18, 2013), 78 FR 37858 (June 24, 2013) (SR–NASDAQ–2013–082) (notice of filing and immediate effectiveness and extension and replacement of Penny Pilot through December 31, 2013); 71105 (December 17, 2013), 78 FR 77530 (December 23, 2013) (SR–NASDAQ–2013–154) (notice of filing and immediate effectiveness and extension and replacement of Penny Pilot through June 30, 2014); and 79 FR 31151 (May 23, 2014), 79 FR 31151 (May 30, 2014) (SR–NASDAQ–2014– 056) ((notice of filing and immediate effectiveness and extension and replacement of Penny Pilot through December 31, 2014). See also NOM Rules, Chapter VI, Section 5. 4 The term ‘‘Customer’’ applies to any transaction that is identified by a Participant for clearing in the Customer range at The Options Clearing Corporation (‘‘OCC’’) which is not for the account of broker or dealer or for the account of a ‘‘Professional’’ (as that term is defined in Chapter I, Section 1(a)(48)). 5 The term ‘‘Professional’’ means any person or entity that (i) is not a broker or dealer in securities, and (ii) places more than 390 orders in listed options per day on average during a calendar month for its own beneficial account(s) pursuant to Chapter I, Section 1(a)(48). All Professional orders shall be appropriately marked by Participants. 6 The term ‘‘NOM Market Maker’’ means a Participant that has registered as a Market Maker on NOM pursuant to Chapter VII, Section 2, and must also remain in good standing pursuant to Chapter VII, Section 4. In order to receive NOM Market Maker pricing in all securities, the Participant must be registered as a NOM Market Maker in at least one security. E:\FR\FM\01DEN1.SGM 01DEN1

Agencies

[Federal Register Volume 79, Number 230 (Monday, December 1, 2014)]
[Notices]
[Pages 71145-71146]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-28175]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31344]


Notice of Applications for Deregistration Under Section 8(f) of 
the Investment Company Act of 1940

November 21, 2014.
    The following is a notice of applications for deregistration under 
section 8(f) of the Investment Company Act of 1940 for the month of 
November 2014. A copy of each application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090. An order granting each 
application will be issued unless the SEC orders a hearing. Interested 
persons may request a hearing on any application by writing to the 
SEC's Secretary at the address below and serving the relevant applicant 
with a copy of the request, personally or by mail. Hearing requests 
should be received by the SEC by 5:30 p.m. on December 19, 2014, 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,

[[Page 71146]]

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: The Commission: Brent J. Fields, Secretary, U.S. Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus at (202) 551-6810, SEC, 
Division of Investment Management, Chief Counsel's Office, 100 F Street 
NE., Washington, DC 20549-8010.

Cushing Funds Trust

[File No. 811-22428]

    Summary: Applicant seeks an order declaring that it has ceased to 
be an investment company. Applicant transferred its assets to 
corresponding series of MainStay Funds Trust, and on July 7, 2014, made 
distributions to its shareholders based on net asset value. Expenses of 
$822,606 incurred in connection with the reorganization were paid by 
Cushing Asset Management, L.P., applicant's investment adviser, and New 
York Life Investment Management LLC, the surviving fund's investment 
adviser.
    Filing Date: The application was filed on October 27, 2014.
    Applicant's Address: 8117 Preston Rd., Suite 440, Dallas, TX 75225.

Lattice Strategies, LLC

[File No. 811-23001]

    Summary: Applicant seeks an order declaring that it has ceased to 
be an investment company. Applicant states the filings on Form N-8A and 
N-1A made under applicant's file number were inadvertent and were 
intended instead to be filed under the file number of Lattice 
Strategies Trust.
    Filing Date: The application was filed on October 24, 2014.
    Applicant's Address: One Embarcadero Center, 23rd Floor, San 
Francisco, CA 94111.

Oceanstone Fund

[File No. 811-21930]

    Summary: Applicant seeks an order declaring that it has ceased to 
be an investment company. On August 29, 2014, applicant made a 
liquidating distribution to its shareholders, based on net asset value. 
Applicant incurred no expenses in connection with the liquidation.
    Filing Date: The application was filed on October 29, 2014.
    Applicant's Address: PO Box 130982, Carlsbad, CA 92013.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-28175 Filed 11-28-14; 8:45 am]
BILLING CODE 8011-01-P
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