Proposed Collection; Comment Request, 46115-46116 [2017-21193]
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Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices
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
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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.
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
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.
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46115
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.
For the Commission, by the Division of
Investment Management, Under delegated
authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–21228 Filed 10–2–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; 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:
Rule 17g–1 and Form NRSRO, SEC File No.
270–563, OMB Control No. 3235–0625.
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’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the previously approved
collection of information provided for in
Rule 17g–1, Form NRSRO and
Instructions to Form NRSRO under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.).1
Rule 17g–1, Form NRSRO and the
Instructions to Form NRSRO contain
certain recordkeeping and disclosure
requirements for NRSROs. Currently,
1 See
E:\FR\FM\03OCN1.SGM
17 CFR 240.17g–1 and 17 CFR 249b.300.
03OCN1
46116
Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices
there are 10 credit rating agencies
registered as NRSROs with the
Commission. Based on staff experience
and comments received during the 60day comment period soliciting
comments on this collection of
information, the Commission estimates
that the revised ongoing annual burden
for respondents to comply with Rule
17g–1 and Form NRSRO is 2,750 hours.
In addition, the Commission estimates
an industry-wide annual external cost to
NRSROs of $4,000 to comply with the
requirements.
The Commission may not conduct or
sponsor a collection of information
unless it displays a currently valid OMB
control number. No person shall be
subject to any penalty for failing to
comply with a collection of information
subject to the PRA that does not display
a valid OMB control number.
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: September 27, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–21193 Filed 10–2–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32836; 812–14681]
Wells Fargo Exchange-Traded Funds
Trust, et al.
September 27, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
asabaliauskas on DSKBBXCHB2PROD with NOTICES
AGENCY:
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
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Jkt 244001
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act. The requested order would
permit (a) index-based series of certain
open-end management investment
companies (‘‘Funds’’) to issue shares
redeemable in large aggregations
(‘‘Creation Units’’); (b) secondary market
transactions in Fund shares to occur at
negotiated market prices rather than at
net asset value (‘‘NAV’’); (c) certain
Funds to pay redemption proceeds,
under certain circumstances, more than
seven days after the tender of shares for
redemption; (d) certain affiliated
persons of a Fund to deposit securities
into, and receive securities from, the
Fund in connection with the purchase
and redemption of Creation Units; (e)
certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
Funds (‘‘Funds of Funds’’) to acquire
shares of the Funds; (f) certain Funds
(‘‘Feeder Funds’’) to create and redeem
Creation Units in-kind in a masterfeeder structure; and (g) certain Funds
to issue Shares in less than Creation
Unit size to investors participating in a
distribution reinvestment program.
Applicants: Wells Fargo ExchangeTraded Funds Trust (the ‘‘Trust’’), a
Delaware statutory trust, which will
register under the Act as an open-end
management investment company with
multiple series, Wells Fargo Funds
Management, LLC (the ‘‘Initial
Adviser’’), a Delaware limited liability
company registered as an investment
adviser under the Investment Advisers
Act of 1940, and Wells Fargo Funds
Distributor, LLC (the ‘‘Initial
Distributor’’), a Delaware limited
liability company (together with any
future distributor, the ‘‘Distributor’’).
Filing Dates: The application was
filed on August 5, 2016, and amended
on December 2, 2016, April 19, 2017,
and September 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 October 23, 2017, 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
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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: Devin F. Sullivan, Esq.,
Wells Fargo Funds Management, LLC,
45 Fremont Street, 26th Floor, San
Francisco, CA 94105.
FOR FURTHER INFORMATION CONTACT:
Laura L. Solomon, Senior Counsel, at
(202) 551–6915, or Daniele Marchesani,
Assistant Chief Counsel 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 that
would allow Funds to operate as indexbased exchange traded funds (‘‘ETFs’’).1
Fund shares will be purchased and
redeemed at their NAV in Creation
Units (other than pursuant to a
distribution reinvestment program), as
described in the application. All orders
to purchase Creation Units and all
redemption requests will be placed by
or through an ‘‘Authorized Participant’’,
which will have signed a participant
agreement with the Distributor. Shares
will be listed and traded individually on
a national securities exchange, where
share prices will be based on the current
bid/offer market. Certain Funds may
operate as Feeder Funds in a masterfeeder structure. Any order granting the
requested relief would be subject to the
terms and conditions stated in the
application.
2. Each Fund will hold investment
positions selected to correspond closely
to the performance of an Underlying
Index. In the case of Self-Indexing
1 Applicants request that the order apply to the
initial fund and any additional series of the Trust,
and any other existing or future open-end
management investment company or existing or
future series thereof (each, included in the term
‘‘Fund’’), each of which will operate as an ETF, and
their respective existing or future master funds, and
will track a specified index comprised of domestic
and/or foreign equity securities and/or domestic
and/or foreign fixed income securities (each, an
‘‘Underlying Index’’). Any Fund will (a) be advised
by the 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.
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]]>Agencies
[Federal Register Volume 82, Number 190 (Tuesday, October 3, 2017)]
[Notices]
[Pages 46115-46116]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-21193]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; 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:
Rule 17g-1 and Form NRSRO, SEC File No. 270-563, OMB Control No.
3235-0625.
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'') has submitted to the Office of Management
and Budget (``OMB'') a request for approval of extension of the
previously approved collection of information provided for in Rule 17g-
1, Form NRSRO and Instructions to Form NRSRO under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et seq.).\1\
---------------------------------------------------------------------------
\1\ See 17 CFR 240.17g-1 and 17 CFR 249b.300.
---------------------------------------------------------------------------
Rule 17g-1, Form NRSRO and the Instructions to Form NRSRO contain
certain recordkeeping and disclosure requirements for NRSROs.
Currently,
[[Page 46116]]
there are 10 credit rating agencies registered as NRSROs with the
Commission. Based on staff experience and comments received during the
60-day comment period soliciting comments on this collection of
information, the Commission estimates that the revised ongoing annual
burden for respondents to comply with Rule 17g-1 and Form NRSRO is
2,750 hours. In addition, the Commission estimates an industry-wide
annual external cost to NRSROs of $4,000 to comply with the
requirements.
The Commission may not conduct or sponsor a collection of
information unless it displays a currently valid OMB control number. No
person shall be subject to any penalty for failing to comply with a
collection of information subject to the PRA that does not display a
valid OMB control number.
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: September 27, 2017.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-21193 Filed 10-2-17; 8:45 am]
BILLING CODE 8011-01-P
