Cushing Asset Management, LP and Cushing ETF Trust, 55438-55439 [2018-24077]
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Federal Register / Vol. 83, No. 214 / Monday, November 5, 2018 / Notices
to make available publicly. All
submissions should refer to File
Number SR–CboeBZX–2018–079, and
should be submitted on or before
November 26, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–24067 Filed 11–2–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33285; 812–14945]
Cushing Asset Management, LP and
Cushing ETF Trust
October 30, 2018.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application under section
6(c) of the Investment Company Act of
1940 (‘‘Act’’) for an exemption from
section 15(a) of the Act and rule 18f–2
under the Act, as well as from certain
disclosure requirements in rule 20a–1
under the Act, Item 19(a)(3) of Form
N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii),
22(c)(8) and 22(c)(9) of Schedule 14A
under the Securities Exchange Act of
1934, and Sections 6–07(2)(a), (b), and
(c) of Regulation S–X (‘‘Disclosure
Requirements’’). The requested
exemption would permit an investment
adviser to hire and replace certain subadvisers without shareholder approval
and grant relief from the Disclosure
Requirements as they relate to fees paid
to the sub-advisers.
APPLICANTS: Cushing ETF Trust (the
‘‘Trust’’), a Delaware statutory trust
registered under the Act as an open-end
management investment company with
multiple series, and Cushing Asset
Management, LP (the ‘‘Initial Adviser’’),
a Texas limited partnership registered as
an investment adviser under the
Investment Advisers Act of 1940.
FILING DATES: The application was filed
on August 31, 2018.
HEARING OR NOTIFICATION OF HEARING: An
order granting the application 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
14 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
18:38 Nov 02, 2018
Jkt 247001
by 5:30 p.m. on November 26, 2018, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549–1090.
Applicants: Cushing Asset Management,
LP and Cushing ETF Trust, 8117 Preston
Road, Suite 440, Dallas, TX 75225.
FOR FURTHER INFORMATION CONTACT:
Rachel Loko, Senior Counsel, at (202)
551–6883, or Aaron Gilbride, Branch
Chief, at (202) 551–6906 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Summary of the Application
1. The Initial Adviser is the
investment adviser to the Cushing
Energy & MLP ETF, Cushing Utility &
MLP ETF, Cushing Transportation &
MLP ETF and Cushing Energy Supply
Chain & MLP ETF (together, the ‘‘Initial
Funds’’), each a series of the Trust,
pursuant to an investment management
agreement with the Trust (‘‘Investment
Management Agreement’’).1 Under the
terms of the Investment Management
1 Applicants request relief with respect to the
Initial Funds, as well as to any future series of the
Trust and any other existing or future registered
open-end management investment company or
series thereof that, in each case, is advised by the
Initial Adviser or any entity controlling, controlled
by, or under common control with, the Initial
Adviser or its successors (each, also an ‘‘Adviser’’),
uses the multi-manager structure described in the
application, and complies with the terms and
conditions set forth in the application (each, a
‘‘Subadvised 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. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to
section 12(d)(1)(E) of the Act. In such a structure,
certain series of the Trust (each, a ‘‘Feeder Fund’’)
may invest substantially all of their assets in a
Subadvised Fund (a ‘‘Master Fund’’) pursuant to
section 12(d)(1)(E) of the Act. No Feeder Fund will
engage any sub-advisers other than through
approving the engagement of one or more of the
Master Fund’s sub-advisers.
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Fmt 4703
Sfmt 4703
Agreement, the Adviser, subject to the
supervision of the board of trustees of
the Trust (‘‘Board’’), provides
continuous investment management of
the assets of each Subadvised Fund.
Consistent with the terms of the
Investment Management Agreement, the
Adviser may, subject to the approval of
the Board, delegate portfolio
management responsibilities of all or a
portion of the assets of a Subadvised
Fund to one or more Sub-Advisers.2 The
Adviser will continue to have overall
responsibility for the management and
investment of the assets of each
Subadvised Fund. The Adviser will
evaluate, select, and recommend SubAdvisers to manage the assets of a
Subadvised Fund and will oversee,
monitor and review the Sub-Advisers
and their performance and recommend
the removal or replacement of SubAdvisers.
2. Applicants request an order to
permit the Adviser, subject to the
approval of the Board, to enter into
investment sub-advisory agreements
with the Sub-Advisers (each, a ‘‘SubAdvisory Agreement’’) and materially
amend such Sub-Advisory Agreements
without obtaining the shareholder
approval required under section 15(a) of
the Act and rule 18f–2 under the Act.3
Applicants also seek an exemption from
the Disclosure Requirements to permit a
Subadvised Fund to disclose (as both a
dollar amount and a percentage of the
Subadvised Fund’s net assets): (a) The
aggregate fees paid to the Adviser and
any Wholly-Owned Sub-Adviser; (b) the
aggregate fees paid to Non-Affiliated
Sub-Advisers; and (c) the fee paid to
each Affiliated Sub-Adviser
(collectively, Aggregate Fee
Disclosure’’).4
2 As used herein, a ‘‘Sub-Adviser’’ for a
Subadvised Fund is (1) an indirect or direct
‘‘wholly owned subsidiary’’ (as such term is defined
in the Act) of the Adviser for that Subadvised Fund,
or (2) a sister company of the Adviser for that
Subadvised Fund that is an indirect or direct
‘‘wholly-owned subsidiary’’ of the same company
that, indirectly or directly, wholly owns the Adviser
(each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’
and collectively, the ‘‘Wholly-Owned SubAdvisers’’), or (3) not an ‘‘affiliated person’’ (as such
term is defined in section 2(a)(3) of the Act) of the
Subadvised Fund, any Feeder Fund invested in a
Master Fund, the Trust, or the Adviser, except to
the extent that an affiliation arises solely because
the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (‘‘Non-Affiliated Sub-Advisers’’).
3 The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Adviser,
who is an affiliated person, as defined in section
2(a)(3) of the Act, of the Subadvised Fund, of any
Feeder Fund, or of the Adviser, other than by
reason of serving as a sub-adviser to one or more
of the Subadvised Funds (‘‘Affiliated SubAdviser’’).
4 For any Subadvised Fund that is a Master Fund,
the relief would also permit any Feeder Fund
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Federal Register / Vol. 83, No. 214 / Monday, November 5, 2018 / Notices
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 provide for, among other
safeguards, appropriate disclosure to
Subadvised Funds’ shareholders and
notification about sub-advisory changes
and enhanced Board oversight to protect
the interests of the Subadvised Funds’
shareholders.
4. Section 6(c) 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 provisions of the
Act, or any rule thereunder, if such
relief is necessary or appropriate in the
public interest and consistent with the
protection of investors and purposes
fairly intended by the policy and
provisions of the Act. Applicants
believe that the requested relief meets
this standard because, as further
explained in the application, the
Investment Management Agreements
will remain subject to shareholder
approval, while the role of the SubAdvisers is substantially equivalent to
that of individual portfolio managers, so
that requiring shareholder approval of
Sub-Advisory Agreements would
impose unnecessary delays and
expenses on the Subadvised Funds.
Applicants believe that the requested
relief from the Disclosure Requirements
meets this standard because it will
improve the Adviser’s ability to
negotiate fees paid to the Sub-Advisers
that are more advantageous for the
Subadvised Funds.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–24077 Filed 11–2–18; 8:45 am]
BILLING CODE 8011–01–P
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove a Proposed
Rule Change Regarding Investments of
the First Trust TCW Unconstrained
Plus Bond ETF
October 30, 2018.
On July 11, 2018, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
invested in that Master Fund to disclose Aggregate
Fee Disclosure.
Jkt 247001
The Exchange proposes to make
changes to the investments of the First
Trust TCW Unconstrained Plus Bond
ETF (‘‘Fund’’), the shares (‘‘Shares’’) of
which are currently listed and traded on
the Exchange under NYSE Arca Rule
8.600–E, which governs the listing and
trading of Managed Fund Shares on the
Exchange. According to the Exchange,
the Shares of the Fund commenced
trading on the Exchange on June 5, 2018
pursuant to the generic listing standards
in Commentary .01 to NYSE Arca Rule
8.600–E.
The Shares are offered by First Trust
Exchange-Traded Fund VIII (‘‘Trust’’),
which is registered with the
Commission as an open-end
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 83720
(July 26, 2018), 83 FR 37560 (‘‘Notice’’).
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 84123
(September 14, 2018), 83 FR 47654 (September 20,
2018). The Commission designated October 30,
2018, as the date by which it should approve,
disapprove, or institute proceedings to determine
whether to disapprove the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 The Commission notes that additional
information regarding, among other things, the
Shares, Fund, investment objective, permitted
investments, investment strategies and
methodology, investment restrictions, investment
adviser and sub-adviser, creation and redemption
procedures, availability of information, trading
rules and halts, and surveillance procedures, can be
found in the Notice (see supra note 3) and the
Registration Statement (see infra note 8), as
applicable.
2 17
[Release No. 34–84504; File No. SR–
NYSEArca–2018–43]
18:38 Nov 02, 2018
I. Summary of the Proposal 7
1 15
SECURITIES AND EXCHANGE
COMMISSION
VerDate Sep<11>2014
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change seeking to modify investments of
the First Trust TCW Unconstrained Plus
Bond ETF, the shares of which are
currently listed and traded on the
Exchange pursuant to NYSE Arca Rule
8.600–E. The proposed rule change was
published for comment in the Federal
Register on August 1, 2018.3
On September 14, 2018, pursuant to
Section 19(b)(2) of the Act,4 the
Commission extended the time period
within which to approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to disapprove the
proposed rule change.5 The Commission
has received no comment letters on the
proposed rule change. The Commission
is publishing this order to institute
proceedings under Section 19(b)(2)(B) of
the Act 6 to determine whether to
approve or disapprove the proposed
rule change.
PO 00000
Frm 00094
Fmt 4703
Sfmt 4703
55439
management investment company.8 The
Fund is a series of the Trust. First Trust
Advisors L.P. is the investment adviser
(‘‘Adviser’’) to the Fund. TCW
Investment Management Company LLC
(‘‘TCW’’ or the ‘‘Sub-Adviser’’), serves
as the Fund’s investment sub-adviser.9
First Trust Portfolios L.P. is the
distributor for the Fund’s Shares. The
Bank of New York Mellon acts as the
administrator, custodian and transfer
agent for the Fund.
A. Principal Investments of the Fund
According to the Exchange, the
investment objective of the Fund is to
seek to maximize long-term total return.
Under normal market conditions,10 the
Fund intends to invest at least 80% of
its net assets (including investment
8 The Exchange represents that the Trust is
registered under the Investment Company Act of
1940 (‘‘1940 Act’’). On May 29, 2018, the Trust filed
with the Commission its registration statement
(‘‘Registration Statement’’) on Form N–1A under the
Securities Act of 1933 and under the 1940 Act
relating to the Fund (File Nos. 333–210186 and
811–23147). In addition, the Exchange represents
that the Trust has obtained an order from the
Commission granting certain exemptive relief under
the 1940 Act. See Investment Company Act Release
No. 30029 (April 10, 2012) (File No. 812–13795).
9 According to the Exchange, the Adviser and
Sub-Adviser are not registered as broker-dealers.
The Adviser is affiliated with First Trust Portfolios
L.P., a broker-dealer, and has implemented and will
maintain a fire wall with respect to its broker-dealer
affiliate regarding access to information concerning
the composition and/or changes to the portfolio.
The Sub-Adviser is affiliated with multiple brokerdealers and has implemented and will maintain a
fire wall with respect to its broker-dealer affiliates
regarding access to information concerning the
composition and/or changes to the portfolio. In the
event (a) the Adviser or the Sub-Adviser becomes
registered as a broker-dealer or newly affiliated with
a broker-dealer, or (b) any new adviser or subadviser is a registered broker-dealer or becomes
affiliated with a broker-dealer, it will implement
and maintain a fire wall with respect to relevant
personnel and any broker-dealer affiliate regarding
access to information concerning the composition
and/or changes to the portfolio, and will be subject
to procedures designed to prevent the use and
dissemination of material non-public information
regarding such portfolio.
10 The term ‘‘normal market conditions’’ is
defined in NYSE Arca Rule 8.600–E(c)(5). On a
temporary basis, including for defensive purposes,
during the initial invest-up period (i.e., the six-week
period following the commencement of trading of
Shares on the Exchange) and during periods of high
cash inflows or outflows (i.e., rolling periods of
seven calendar days during which inflows or
outflows of cash, in the aggregate, exceed 10% of
the Fund’s net assets as of the opening of business
on the first day of such periods), the Fund may
depart from its principal investment strategies; for
example, it may hold a higher than normal
proportion of its assets in cash. During such
periods, the Fund may not be able to achieve its
investment objective. The Fund may adopt a
defensive strategy when the Adviser and/or the
Sub-Adviser believes securities in which the Fund
normally invests have elevated risks due to market,
political or economic factors and in other
extraordinary circumstances.
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]]>Agencies
[Federal Register Volume 83, Number 214 (Monday, November 5, 2018)]
[Notices]
[Pages 55438-55439]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-24077]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33285; 812-14945]
Cushing Asset Management, LP and Cushing ETF Trust
October 30, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application under section 6(c) of the Investment
Company Act of 1940 (``Act'') for an exemption from section 15(a) of
the Act and rule 18f-2 under the Act, as well as from certain
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements'').
The requested exemption would permit an investment adviser to hire and
replace certain sub-advisers without shareholder approval and grant
relief from the Disclosure Requirements as they relate to fees paid to
the sub-advisers.
Applicants: Cushing ETF Trust (the ``Trust''), a Delaware statutory
trust registered under the Act as an open-end management investment
company with multiple series, and Cushing Asset Management, LP (the
``Initial Adviser''), a Texas limited partnership registered as an
investment adviser under the Investment Advisers Act of 1940.
Filing Dates: The application was filed on August 31, 2018.
Hearing or Notification of Hearing: An order granting the application
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 November 26, 2018, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090. Applicants: Cushing Asset
Management, LP and Cushing ETF Trust, 8117 Preston Road, Suite 440,
Dallas, TX 75225.
FOR FURTHER INFORMATION CONTACT: Rachel Loko, Senior Counsel, at (202)
551-6883, or Aaron Gilbride, Branch Chief, at (202) 551-6906 (Division
of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's website by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Summary of the Application
1. The Initial Adviser is the investment adviser to the Cushing
Energy & MLP ETF, Cushing Utility & MLP ETF, Cushing Transportation &
MLP ETF and Cushing Energy Supply Chain & MLP ETF (together, the
``Initial Funds''), each a series of the Trust, pursuant to an
investment management agreement with the Trust (``Investment Management
Agreement'').\1\ Under the terms of the Investment Management
Agreement, the Adviser, subject to the supervision of the board of
trustees of the Trust (``Board''), provides continuous investment
management of the assets of each Subadvised Fund. Consistent with the
terms of the Investment Management Agreement, the Adviser may, subject
to the approval of the Board, delegate portfolio management
responsibilities of all or a portion of the assets of a Subadvised Fund
to one or more Sub-Advisers.\2\ The Adviser will continue to have
overall responsibility for the management and investment of the assets
of each Subadvised Fund. The Adviser will evaluate, select, and
recommend Sub-Advisers to manage the assets of a Subadvised Fund and
will oversee, monitor and review the Sub-Advisers and their performance
and recommend the removal or replacement of Sub-Advisers.
---------------------------------------------------------------------------
\1\ Applicants request relief with respect to the Initial Funds,
as well as to any future series of the Trust and any other existing
or future registered open-end management investment company or
series thereof that, in each case, is advised by the Initial Adviser
or any entity controlling, controlled by, or under common control
with, the Initial Adviser or its successors (each, also an
``Adviser''), uses the multi-manager structure described in the
application, and complies with the terms and conditions set forth in
the application (each, a ``Subadvised 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. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to section
12(d)(1)(E) of the Act. In such a structure, certain series of the
Trust (each, a ``Feeder Fund'') may invest substantially all of
their assets in a Subadvised Fund (a ``Master Fund'') pursuant to
section 12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-
advisers other than through approving the engagement of one or more
of the Master Fund's sub-advisers.
\2\ As used herein, a ``Sub-Adviser'' for a Subadvised Fund is
(1) an indirect or direct ``wholly owned subsidiary'' (as such term
is defined in the Act) of the Adviser for that Subadvised Fund, or
(2) a sister company of the Adviser for that Subadvised Fund that is
an indirect or direct ``wholly-owned subsidiary'' of the same
company that, indirectly or directly, wholly owns the Adviser (each
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person''
(as such term is defined in section 2(a)(3) of the Act) of the
Subadvised Fund, any Feeder Fund invested in a Master Fund, the
Trust, or the Adviser, except to the extent that an affiliation
arises solely because the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (``Non-Affiliated Sub-Advisers'').
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2. Applicants request an order to permit the Adviser, subject to
the approval of the Board, to enter into investment sub-advisory
agreements with the Sub-Advisers (each, a ``Sub-Advisory Agreement'')
and materially amend such Sub-Advisory Agreements without obtaining the
shareholder approval required under section 15(a) of the Act and rule
18f-2 under the Act.\3\ Applicants also seek an exemption from the
Disclosure Requirements to permit a Subadvised Fund to disclose (as
both a dollar amount and a percentage of the Subadvised Fund's net
assets): (a) The aggregate fees paid to the Adviser and any Wholly-
Owned Sub-Adviser; (b) the aggregate fees paid to Non-Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser
(collectively, Aggregate Fee Disclosure'').\4\
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\3\ The requested relief will not extend to any sub-adviser,
other than a Wholly-Owned Sub-Adviser, who is an affiliated person,
as defined in section 2(a)(3) of the Act, of the Subadvised Fund, of
any Feeder Fund, or of the Adviser, other than by reason of serving
as a sub-adviser to one or more of the Subadvised Funds
(``Affiliated Sub-Adviser'').
\4\ For any Subadvised Fund that is a Master Fund, the relief
would also permit any Feeder Fund invested in that Master Fund to
disclose Aggregate Fee Disclosure.
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[[Page 55439]]
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 provide for, among other safeguards,
appropriate disclosure to Subadvised Funds' shareholders and
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Subadvised Funds' shareholders.
4. Section 6(c) 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 provisions of the Act, or
any rule thereunder, if such relief is necessary or appropriate in the
public interest and consistent with the protection of investors and
purposes fairly intended by the policy and provisions of the Act.
Applicants believe that the requested relief meets this standard
because, as further explained in the application, the Investment
Management Agreements will remain subject to shareholder approval,
while the role of the Sub-Advisers is substantially equivalent to that
of individual portfolio managers, so that requiring shareholder
approval of Sub-Advisory Agreements would impose unnecessary delays and
expenses on the Subadvised Funds. Applicants believe that the requested
relief from the Disclosure Requirements meets this standard because it
will improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Funds.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-24077 Filed 11-2-18; 8:45 am]
BILLING CODE 8011-01-P
