Advanced Series Trust, et al., 39475-39477 [2017-17504]
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Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposal is
consistent with the Act. Comments may
be submitted by any of the following
methods:
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File No. SR–
BatsBZX–2017–50 on the subject line.
Paper Comments
mstockstill on DSK30JT082PROD with NOTICES
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR–BatsBZX–2017–50. This file number
should be included on the subject line
if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File No. SR–BatsBZX–
2017–50 and should besubmitted on or
before September 8, 2017.
CFR 200.30–3(a)(12).
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[FR Doc. 2017–17432 Filed 8–17–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
8 17
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Eduardo A. Aleman,
Assistant Secretary.
Jkt 241001
Submission for OMB Review;
Comment Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE., Washington, DC
20549–2736.
Extension:
Electronic Data Collection System, SEC
File No. 270–621, OMB Control No.
3235–0672
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit an extension for this
current collection of information to the
Office of Management and Budget for
approval.
The Commission invites comment on
updates to its Electronic Data Collection
System database (the Database), which
will support information provided by
members of the public who would like
to file an online tip, complaint or
referral (TCR) to the Commission. The
Database will be a web based e-filed
dynamic report based on technology
that pre-populates and establishes a
series of questions based on the data
that the individual enters. The
individual will then complete specific
information on the subject(s) and nature
of the suspicious activity, using the data
elements appropriate to the type of
complaint or subject. The information
collection is voluntary. The public
interface to the Database will be
available using the agency’s Web site,
www.sec.gov. The Commission
estimates that it takes a complainant, on
average, 30 minutes to submit a TCR
through the Database. Based on the
receipt of an average of approximately
16,000 annual TCRs for the past three
fiscal years, the Commission estimates
that the annual reporting burden is
8,000 hours.
Written comments are invited on: (a)
Whether this collection of information
is necessary for the proper performance
of the functions of the agency, including
whether the information will have
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practical utility; (b) the accuracy of the
agency’s estimate of the burden imposed
by the collection of information; (c)
ways to enhance the quality, utility, and
clarity of the information collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Background documentation for this
information collection may be viewed at
the following Web site:
www.reginfo.gov. Comments should be
directed to: (i) Desk Officer for the
Securities and Exchange Commission,
Office of Information and Regulatory
Affairs, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to: Shagufta_
Ahmed@omb.eop.gov; and (ii) Pamela
Dyson, Director/Chief Information
Officer, Securities and Exchange
Commission, c/o Remi Pavlik-Simon,
100 F St. NE., Washington, DC 20549 or
send an email to: PRA_Mailbox@
sec.gov. Comments must be submitted to
OMB within 30 days of this notice.
Dated: August 15, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–17503 Filed 8–17–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32778; File No. 812–14748]
Advanced Series Trust, et al.
August 15, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
12(d)(1)(A), (B), and (C) of the Act and
under sections 6(c) and 17(b) of the Act
for an exemption from sections 17(a)(1)
and (2) of the Act. The requested order
would permit certain registered openend investment companies to acquire
shares of certain registered open-end
investment companies, registered
closed-end investment companies, and
business development companies, as
defined in section 2(a)(48) of the Act
(‘‘BDCs’’) and registered unit investment
trusts (collectively, ‘‘Underlying
Funds’’), that are within and outside the
same group of investment companies as
the acquiring investment companies, in
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39476
Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices
excess of the limits in section 12(d)(1)
of the Act. The requested order would
supersede a prior order (‘‘Prior Order’’).1
APPLICANTS: Advanced Series Trust,
Prudential Investment Portfolios 3,
Prudential Investment Portfolios 5, The
Prudential Investment Portfolios, Inc.,
and The Prudential Series Fund, each a
Delaware statutory trust, a
Massachusetts business trust, or a
Maryland corporation and registered
under the Act as an open-end
management investment company with
multiple series (each, a ‘‘Trust’’); PGIM
Investments LLC, a New York limited
liability company (the ‘‘Initial
Adviser’’), registered as an investment
adviser under the Investment Advisers
Act of 1940; and Prudential Annuities
Distributors, Inc., a Delaware
corporation (‘‘PAD’’), and Prudential
Investment Management Services LLC, a
Delaware limited liability company
(‘‘PIMS’’ and together with ‘‘PAD,’’ the
‘‘Distributors’’), each registered as a
broker-dealer under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’).
FILING DATES: The application was filed
on February 23, 2017 and amended on
June 15, 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 September 8, 2017 and
should be accompanied by proof of
service on the applicants, in the form of
an affidavit, or, for lawyers, a certificate
of service. Pursuant to Rule 0–5 under
the Act, hearing requests should state
the nature of the writer’s interest, any
facts bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: 655 Broad Street, 17th
Floor, Newark, NJ 07102–4410.
FOR FURTHER INFORMATION CONTACT: Jean
E. Minarick, Senior Counsel, at (202)
551–6811, or Kaitlin C. Bottock, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
1 In the Matter of Prudential Investment Portfolios
3, et al., Investment Company Act Rel. Nos. 30200
(Sept. 11, 2012 (notice) and 30229 (Oct. 9, 2012)
(order).
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17:47 Aug 17, 2017
Jkt 241001
The
following is a summary of the
application. The complete 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.
SUPPLEMENTARY INFORMATION:
Summary of the Application
1. Applicants request an order to
permit (a) a Fund 2 (each a ‘‘Fund of
Funds’’) to acquire shares of Underlying
Funds 3 in excess of the limits in
sections 12(d)(1)(A) and (C) of the Act
and (b) the Underlying Funds that are
registered open-end investment
companies or series thereof, their
principal underwriters and any broker
or dealer registered under the Exchange
Act to sell shares of the Underlying
Fund to the Fund of Funds in excess of
the limits in section 12(d)(1)(B) of the
Act.4 Applicants also request an order of
exemption under sections 6(c) and 17(b)
of the Act from the prohibition on
certain affiliated transactions in section
17(a) of the Act to the extent necessary
to permit the Underlying Funds to sell
their shares to, and redeem their shares
from, the Funds of Funds.5 Applicants
2 Applicants request that the order apply to each
existing and future series of the Trusts and to each
existing and future registered open-end investment
company or series thereof that is advised by the
Initial Adviser or its successors or by any other
investment adviser controlling, controlled by, or
under common control with the Initial Adviser or
its successors and is part of the same ‘‘group of
investment companies’’ as the Trusts (each, a
‘‘Fund’’). For purposes of the requested order,
‘‘successor’’ is limited to an entity that results from
a reorganization into another jurisdiction or a
change in the type of business organization. For
purposes of the request for relief, the term ‘‘group
of investment companies’’ means any two or more
registered investment companies, including closedend investment companies or BDCs, that hold
themselves out to investors as related companies for
purposes of investment and investor services.
3 Certain of the Underlying Funds have obtained
exemptions from the Commission necessary to
permit their shares to be listed and traded on a
national securities exchange at negotiated prices
and, accordingly, to operate as an exchange-traded
fund (‘‘ETF’’).
4 Applicants do not request relief for the Funds
of Funds to invest in reliance on the order in BDCs
and registered closed-end investment companies
that are not listed and traded on a national
securities exchange.
5 A Fund of Funds generally would purchase and
sell shares of an Underlying Fund that operates as
an ETF through secondary market transactions
rather than through principal transactions with the
Underlying Fund. Applicants nevertheless request
relief from sections 17(a)(1) and (2) to permit each
Fund of Funds that is an affiliated person, or an
affiliated person of an affiliated person, as defined
in section 2(a)(3) of the Act, of an ETF, to sell shares
to or redeem shares from the ETF. Applicants are
not seeking relief from Section 17(a) for, and the
requested relief will not apply to, transactions
where an ETF could be deemed an affiliated person,
or an affiliated person of an affiliated person, of a
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state that such transactions will be
consistent with the policies of each
Fund of Funds and each Underlying
Fund and with the general purposes of
the Act and will be based on the net
asset values of the Underlying Funds.
2. Certain Underlying Funds may
invest up to 25% of their assets in a
wholly-owned and controlled
subsidiary of the Underlying Fund
organized under the laws of the Cayman
Islands as an exempted company or
under the laws of another non-U.S.
jurisdiction (each, a ‘‘Cayman Sub’’), in
order to invest in commodity-related
instruments and certain other
instruments. Applicants state that these
Cayman Subs are created for tax
purposes in order to ensure that the
Underlying Fund would remain
qualified as a regulated investment
company for U.S. Federal income tax
purposes.
3. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Such terms
and conditions are designed to, among
other things, help prevent any potential
(i) undue influence over an Underlying
Fund that is not in the same ‘‘group of
investment companies’’ as the Fund of
Funds through control or voting power,
or in connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A), (B), and (C) of
the Act.
4. 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
Fund of Funds because an investment adviser to the
ETF or an entity controlling, controlled by or under
common control with the investment adviser to the
ETF is also an investment adviser to the Fund of
Funds. A Fund of Funds will purchase and sell
shares of an Underlying Fund that is a closed-end
fund or BDC through secondary market transactions
at market prices rather than through principal
transactions with the closed-end fund or BDC.
Accordingly, applicants are not requesting section
17(a) relief with respect to transactions in shares of
closed-end funds (including BDCs).
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Federal Register / Vol. 82, No. 159 / Friday, August 18, 2017 / Notices
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–17504 Filed 8–17–17; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–81388; File No. SR–
NYSEArca–2017–69]
August 14, 2017.
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 July 31,
2017, 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.
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to list and
trade shares of the following under
Commentary .02 to NYSE Arca Equities
Rule 8.200 (‘‘Trust Issued Receipts’’):
ProShares QuadPro U.S. Large Cap
Futures Long Fund; ProShares QuadPro
U.S. Large Cap Futures Short Fund;
ProShares QuadPro U.S. Small Cap
Futures Long Fund; and ProShares
QuadPro U.S. Small Cap Futures Short
Fund. The proposed rule change is
available on the Exchange’s Web site at
www.nyse.com, at the principal office of
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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Principal Investment Strategies of the
Funds
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
ProShares QuadPro U.S. Large Cap
Futures Long Fund and ProShares
QuadPro U.S. Large Cap Futures Short
Fund (‘‘Large Cap Futures Funds’’)
According to the Registration
Statement, the Large Cap Futures Funds
will seek results that correspond (before
fees and expenses) to four times (i.e., 4×)
or four times the inverse (i.e., ¥4×),
respectively, of the return of Lead
Month E-Mini S&P 500 Stock Price
Index Futures (‘‘Large Cap Benchmark’’
or ‘‘Benchmark’’) for a single day.6 A
‘‘single day’’ is measured from the time
a Fund calculates its net asset value
(‘‘NAV’’) to the time of a Fund’s next
NAV calculation.
Under normal market conditions,7
each Large Cap Futures Fund will
attempt to gain leveraged or inverse
leveraged exposure, as applicable, to the
Large Cap Benchmark primarily through
investments in Lead Month E-Mini S&P
500 Stock Price Index Futures.8 Each
Large Cap Futures Fund also may take
positions in standard futures contracts
on the S&P 500 Index (together with
Lead Month E-Mini S&P 500 Stock Price
Index Futures, ‘‘Large Cap Futures
Contracts’’). The ProShares QuadPro
U.S. Large Cap Futures Long Fund will
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. Purpose
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change To List and Trade Shares
of ProShares QuadPro Funds Under
NYSE Arca Equities Rule 8.200
1 15
the Exchange, and at the Commission’s
Public Reference Room.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
39477
The Exchange proposes to list and
trade shares (‘‘Shares’’) of the following
under Commentary .02 to NYSE Arca
Equities Rule 8.200, which governs the
listing and trading of Trust Issued
Receipts (‘‘TIRs’’) 4: ProShares QuadPro
U.S. Large Cap Futures Long Fund;
ProShares QuadPro U.S. Large Cap
Futures Short Fund; ProShares QuadPro
U.S. Small Cap Futures Long Fund; and
ProShares QuadPro U.S. Small Cap
Futures Short Fund (each a ‘‘Fund’’ and,
collectively, the ‘‘Funds’’).5
Each of the Funds is a commodity
pool that is a series of the ProShares
Trust II (‘‘Trust’’). The Funds’ sponsor
and commodity pool operator is
ProShare Capital Management LLC (the
‘‘Sponsor’’). Brown Brothers Harriman &
Co. is the Administrator, the Custodian
and the Transfer Agent of each Fund
and its Shares. SEI Investments
Distribution Co. (‘‘SEI’’ or ‘‘Distributor’’)
is the distributor for the Funds’ Shares.
4 Commentary .02 to NYSE Arca Equities Rule
8.200 applies to TIRs that invest in ‘‘Financial
Instruments.’’ The term ‘‘Financial Instruments,’’ as
defined in Commentary .02(b)(4) to NYSE Arca
Equities Rule 8.200, means any combination of
investments, including cash; securities; options on
securities and indices; futures contracts; options on
futures contracts; forward contracts; equity caps,
collars and floors; and swap agreements.
5 The Trust is registered under the Securities Act
of 1933. On May 8, 2017, the Trust filed with the
Commission a registration statement on Form S–1
under the Securities Act of 1933 (15 U.S.C. 77a)
(‘‘Securities Act’’) relating to the Funds (File No.
333–217767) (the ‘‘Registration Statement’’). The
description of the operation of the Trust and the
Funds herein is based, in part, on the Registration
Statement.
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6 The Large Cap Benchmark is the price on the
Chicago Mercantile Exchange (‘‘CME’’) of lead
month (i.e., near-month or next-to-expire) E-Mini
S&P 500 Stock Price Index Futures Contracts.
Specifically, the Benchmark is the last traded price
of such contracts on the CME prior to the
calculation of the Fund’s net asset value (‘‘NAV’’),
which is typically calculated as of 4:00 p.m. each
day NYSE Arca is open for trading. The S&P 500
Index is a float-adjusted, market capitalizationweighted index of 500 U.S. operating companies
and real estate investment trusts selected through
a process that factors in criteria such as liquidity,
price, market capitalization and financial viability.
The CME Group is a member of the Intermarket
Surveillance Group (‘‘ISG’’). See note 20 [sic], infra.
7 The term ‘‘normal market conditions’’ includes,
but is not limited to, the absence of trading halts
in the applicable financial markets generally;
operational issues (e.g., systems failure) causing
dissemination of inaccurate market information; or
force majeure type events such as natural or
manmade disaster, act of God, armed conflict, act
of terrorism, riot or labor disruption or any similar
intervening circumstance.
8 According to the Registration Statement, an ‘‘emini futures contract’’ is an electronically traded
futures contract that provides similar exposure, but
with a lower dollar value, than a standard futures
contract. In addition, because of their lower dollar
value, e-mini futures contracts may permit the
Funds to maintain exposure more precisely in line
with their current asset levels. The dollar volume
traded of e-mini futures contracts on the S&P 500
Index far exceeds the dollar volume traded of
standard futures contracts on the S&P 500 Index.
For example, during the first quarter of 2017, the
average daily volume—weighted average price
(‘‘VWAP’’) of e-mini futures contracts on the S&P
500 Index was $167.5 billion while the average
daily VWAP for standard contracts during the same
period was $306 million.
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]]>Agencies
[Federal Register Volume 82, Number 159 (Friday, August 18, 2017)]
[Notices]
[Pages 39475-39477]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-17504]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 32778; File No. 812-14748]
Advanced Series Trust, et al.
August 15, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 12(d)(1)(J) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 12(d)(1)(A), (B), and (C) of the Act and under sections 6(c)
and 17(b) of the Act for an exemption from sections 17(a)(1) and (2) of
the Act. The requested order would permit certain registered open-end
investment companies to acquire shares of certain registered open-end
investment companies, registered closed-end investment companies, and
business development companies, as defined in section 2(a)(48) of the
Act (``BDCs'') and registered unit investment trusts (collectively,
``Underlying Funds''), that are within and outside the same group of
investment companies as the acquiring investment companies, in
[[Page 39476]]
excess of the limits in section 12(d)(1) of the Act. The requested
order would supersede a prior order (``Prior Order'').\1\
---------------------------------------------------------------------------
\1\ In the Matter of Prudential Investment Portfolios 3, et al.,
Investment Company Act Rel. Nos. 30200 (Sept. 11, 2012 (notice) and
30229 (Oct. 9, 2012) (order).
Applicants: Advanced Series Trust, Prudential Investment Portfolios 3,
Prudential Investment Portfolios 5, The Prudential Investment
Portfolios, Inc., and The Prudential Series Fund, each a Delaware
statutory trust, a Massachusetts business trust, or a Maryland
corporation and registered under the Act as an open-end management
investment company with multiple series (each, a ``Trust''); PGIM
Investments LLC, a New York limited liability company (the ``Initial
Adviser''), registered as an investment adviser under the Investment
Advisers Act of 1940; and Prudential Annuities Distributors, Inc., a
Delaware corporation (``PAD''), and Prudential Investment Management
Services LLC, a Delaware limited liability company (``PIMS'' and
together with ``PAD,'' the ``Distributors''), each registered as a
broker-dealer under the Securities Exchange Act of 1934 (``Exchange
---------------------------------------------------------------------------
Act'').
Filing Dates: The application was filed on February 23, 2017 and
amended on June 15, 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 September 8, 2017 and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Pursuant to Rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: 655 Broad Street,
17th Floor, Newark, NJ 07102-4410.
FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, at
(202) 551-6811, or Kaitlin C. Bottock, 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 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.
Summary of the Application
1. Applicants request an order to permit (a) a Fund \2\ (each a
``Fund of Funds'') to acquire shares of Underlying Funds \3\ in excess
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) the
Underlying Funds that are registered open-end investment companies or
series thereof, their principal underwriters and any broker or dealer
registered under the Exchange Act to sell shares of the Underlying Fund
to the Fund of Funds in excess of the limits in section 12(d)(1)(B) of
the Act.\4\ Applicants also request an order of exemption under
sections 6(c) and 17(b) of the Act from the prohibition on certain
affiliated transactions in section 17(a) of the Act to the extent
necessary to permit the Underlying Funds to sell their shares to, and
redeem their shares from, the Funds of Funds.\5\ Applicants state that
such transactions will be consistent with the policies of each Fund of
Funds and each Underlying Fund and with the general purposes of the Act
and will be based on the net asset values of the Underlying Funds.
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\2\ Applicants request that the order apply to each existing and
future series of the Trusts and to each existing and future
registered open-end investment company or series thereof that is
advised by the Initial Adviser or its successors or by any other
investment adviser controlling, controlled by, or under common
control with the Initial Adviser or its successors and is part of
the same ``group of investment companies'' as the Trusts (each, a
``Fund''). For purposes of the requested order, ``successor'' is
limited to an entity that results from a reorganization into another
jurisdiction or a change in the type of business organization. For
purposes of the request for relief, the term ``group of investment
companies'' means any two or more registered investment companies,
including closed-end investment companies or BDCs, that hold
themselves out to investors as related companies for purposes of
investment and investor services.
\3\ Certain of the Underlying Funds have obtained exemptions
from the Commission necessary to permit their shares to be listed
and traded on a national securities exchange at negotiated prices
and, accordingly, to operate as an exchange-traded fund (``ETF'').
\4\ Applicants do not request relief for the Funds of Funds to
invest in reliance on the order in BDCs and registered closed-end
investment companies that are not listed and traded on a national
securities exchange.
\5\ A Fund of Funds generally would purchase and sell shares of
an Underlying Fund that operates as an ETF through secondary market
transactions rather than through principal transactions with the
Underlying Fund. Applicants nevertheless request relief from
sections 17(a)(1) and (2) to permit each Fund of Funds that is an
affiliated person, or an affiliated person of an affiliated person,
as defined in section 2(a)(3) of the Act, of an ETF, to sell shares
to or redeem shares from the ETF. Applicants are not seeking relief
from Section 17(a) for, and the requested relief will not apply to,
transactions where an ETF could be deemed an affiliated person, or
an affiliated person of an affiliated person, of a Fund of Funds
because an investment adviser to the ETF or an entity controlling,
controlled by or under common control with the investment adviser to
the ETF is also an investment adviser to the Fund of Funds. A Fund
of Funds will purchase and sell shares of an Underlying Fund that is
a closed-end fund or BDC through secondary market transactions at
market prices rather than through principal transactions with the
closed-end fund or BDC. Accordingly, applicants are not requesting
section 17(a) relief with respect to transactions in shares of
closed-end funds (including BDCs).
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2. Certain Underlying Funds may invest up to 25% of their assets in
a wholly-owned and controlled subsidiary of the Underlying Fund
organized under the laws of the Cayman Islands as an exempted company
or under the laws of another non-U.S. jurisdiction (each, a ``Cayman
Sub''), in order to invest in commodity-related instruments and certain
other instruments. Applicants state that these Cayman Subs are created
for tax purposes in order to ensure that the Underlying Fund would
remain qualified as a regulated investment company for U.S. Federal
income tax purposes.
3. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the application.
Such terms and conditions are designed to, among other things, help
prevent any potential (i) undue influence over an Underlying Fund that
is not in the same ``group of investment companies'' as the Fund of
Funds through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A), (B), and (C) of the Act.
4. 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
[[Page 39477]]
investment company involved; and (c) the proposed transaction is
consistent with the general purposes of the Act. Section 6(c) of the
Act permits the Commission to exempt any persons or transactions from
any provision of the Act if such exemption is necessary or appropriate
in the public interest and consistent with the protection of investors
and the purposes fairly intended by the policy and provisions of the
Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-17504 Filed 8-17-17; 8:45 am]
BILLING CODE 8011-01-P
