TigerShares Trust, et al.; Notice of Application, 67417-67418 [2018-28200]
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Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices
Dated: December 21, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018–28315 Filed 12–27–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33334; 812–14947]
TigerShares Trust, et al.; Notice of
Application
December 20, 2018.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
amozie on DSK3GDR082PROD with NOTICES1
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: TigerShares Trust (the
‘‘Trust’’), a Delaware statutory trust that
is registered under the Act as an openend management investment company,
and Wealthn LLC (the ‘‘Initial
Adviser’’), a Pennsylvania limited
liability company that will be registered
as an investment adviser under the
Investment Advisers Act of 1940
(collectively with the Trust, the
‘‘Applicants’’).
Filing Dates: The application was
filed on September 5, 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 January 14, 2019, 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
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18:13 Dec 27, 2018
Jkt 247001
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, 3532 Muirwood Drive,
Newtown Square, PA 19073.
FOR FURTHER INFORMATION CONTACT: Erin
C. Loomis, Senior Counsel, at (202) 551–
6721, or Parisa Haghshenas, Branch
Chief, at (202) 551–6723 (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 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. An Adviser will serve as the
investment adviser to each Subadvised
Series pursuant to an investment
advisory agreement with the Trust (the
‘‘Investment Management
Agreement’’).1 An Adviser will provide
each Subadvised Series with continuous
investment management services,
subject to the supervision of, and
policies established by, the board of
trustees of the Trust (the ‘‘Board’’). Each
Investment Management Agreement
permits the Adviser, subject to the
approval of the Board, to delegate to one
or more sub-advisers (each, a ‘‘SubAdviser’’ and collectively, the ‘‘SubAdvisers’’) the responsibility to provide
the day-to-day portfolio investment
management of each Subadvised Series,
subject to the supervision and direction
of the Adviser.2 The primary
1 Applicants request relief with respect to the
named Applicants, as well as to any future series
of the Trust and any other registered open-end
management investment company or series thereof
that: (a) Is advised by the Initial Adviser, its
successors, or any entity controlling, controlled by
or under common control with the Initial Adviser
or its successors (each, an ‘‘Adviser’’); (b) uses the
multi-manager structure described in the
application; and (c) complies with the terms and
conditions set forth in the application (each, a
‘‘Subadvised Series’’). 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.
2 A ‘‘Sub-Adviser’’ for a Subadvised Series is (1)
an indirect or direct ‘‘wholly-owned subsidiary’’ (as
such term is defined in the Act) of the Adviser for
that Subadvised Series, or (2) a sister company of
the Adviser for that Subadvised Series 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 ‘‘WhollyOwned Sub-Adviser’’ and collectively, the
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67417
responsibility for managing each
Subadvised Series will remain vested in
the Adviser. The Adviser will hire,
evaluate, allocate assets to and oversee
the Sub-Advisers, including
determining whether a Sub-Adviser
should be terminated, at all times
subject to the authority of the Board.
2. Applicants request an exemption to
permit the Adviser, subject to Board
approval, to hire certain Sub-Advisers
pursuant to Sub-Advisory Agreements
and materially amend existing SubAdvisory 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
Series to disclose (as both a dollar
amount and a percentage of the
Subadvised Series’ 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’’).
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 Series shareholders and
notification about sub-advisory changes
and enhanced Board oversight to protect
the interests of the Subadvised Series’
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
‘‘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 Series
or the Adviser, except to the extent that an
affiliation arises solely because the Sub-Adviser
serves as a sub-adviser to a Subadvised Series
(‘‘Non-Affiliated Sub-Adviser’’).
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 Series, the
Trust or of the Adviser, other than by reason of
serving as a sub-adviser to one or more of the
Subadvised Series (‘‘Affiliated Sub-Adviser’’).
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Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices
approval while the role of the SubAdvisers is substantially similar to that
of individual portfolio managers, so that
requiring shareholder approval of SubAdvisory Agreements would impose
unnecessary delays and expenses on the
Subadvised Series.
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 Series.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Brent J. Fields,
Secretary.
[FR Doc. 2018–28200 Filed 12–27–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84894; File No. SR–DTC–
2018–013]
Self-Regulatory Organizations; The
Depository Trust Company; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change To Revise the
Service Guide for the Canadian-Link
Service
December 20, 2018.
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 December
19, 2018, The Depository Trust
Company (‘‘DTC’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the clearing agency. DTC filed the
proposed rule change pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(4) thereunder.4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
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The proposed rule change of DTC 5
consists of modifications to the text of
1 15
U.S.C. 78s(b)(1).
CFR 240.19b-4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b-4(f)(4).
5 Capitalized terms not defined herein are defined
in the Rules, By-Laws and Organization Certificate
of DTC (‘‘Rules’’), available at www.dtcc.com/∼/
media/Files/Downloads/legal/rules/dtc_rules.pdf
and the Guide.
2 17
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the Procedures,6 specifically the service
guide (‘‘Guide’’) 7 for the DTC CanadianLink Service (‘‘Canadian-Link Service’’),
relating to the determination of a
conversion rate applied by DTC for the
conversion of Canadian dollar (‘‘CAD’’)
amounts into the equivalent U.S. dollar
(‘‘USD’’) amounts.
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the
clearing agency 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
clearing agency has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
1. Purpose
The proposed rule change consists of
modifications to the Guide 8 relating to
the determination of a conversion rate
applied by DTC for the conversion of
CAD amounts into the equivalent USD
amounts, which DTC uses in connection
with the calculation of the Collateral
Value 9 of Securities delivered, and CAD
6 Pursuant to the Rules, the term ‘‘Procedures’’
means the Procedures, service guides, and
regulations of DTC adopted pursuant to Rule 27, as
amended from time to time. See Rule 1, Section 1,
supra note 5. Pursuant to Rule 27, each Participant
and DTC is bound by the Procedures and any
amendment thereto in the same manner as it is
bound by the Rules. See Rule 27 at 98, supra note
5.
7 Available at https://www.dtcc.com/∼/media/
Files/Downloads/legal/service-guides/Canadian_
Dollar_Settlement.pdf.
8 Id.
9 The term ‘‘Collateral Value’’, as used with
respect to the Collateral of a Participant, means, on
any Business Day, (i) with respect to the Actual
Participants Fund Deposit of a Participant, the
amount of such Actual Participants Fund Deposit,
(ii) with respect to the Actual Preferred Stock
Investment of a Participant, the amount of such
Actual Preferred Stock Investment, (iii) with respect
to the Net Additions of a Participant, an amount
determined by applying to the Market Value of such
Net Additions a percentage determined by the
Corporation, in its sole discretion, and (iv) with
respect to any settlement progress payments wired
by a Participant to the account of the Corporation
at the Federal Reserve Bank of New York in the
manner specified in the Procedures, the amount of
such settlement progress payments. Rule 1, Section
1 at 3, supra note 5. Net Additions in the definition
of Collateral Value refers to the term ‘‘Net Addition
Securities’’ as defined in Rule 1. The term ‘‘Net
Addition Securities’’ (sometimes referred to as ‘‘Net
Additions’’) of a Participant on any Business Day
means (i) Securities subject of Deliveries Versus
Payment to the Participant, (ii) Securities credited
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funds transfers processed through, the
Canadian-Link Service, as described
below.
Background
In 2006, DTC established a
‘‘northbound’’ Canadian-Link Service
that supports transactions settled in
CAD.10 Rule 30 11 describes the
operation of the Canadian-Link Service,
which permits DTC Participants using
the Canadian Link Service (‘‘CanadianLink Participants’’) to (A) settle valued
Securities transactions with participants
(‘‘CDS Participants’’) of The Canadian
Depository for Securities Limited
(‘‘CDS’’) and other Canadian-Link
Participants in CAD and (B) transfer
CAD to or receive CAD from CDS
Participants and other Canadian-Link
Participants without any corresponding
delivery or receipt of securities.12
The Canadian-Link Service provides
Participants with a single depository
interface for CAD transactions. The link
facilitates Participants’ ability to
maintain U.S. and Canadian Security
positions in their DTC accounts for
securities listed in both Canada and the
United States (i.e., dually listed). This
eliminates the need for Participants to
maintain separate positions in an
eligible 13 Security in CDS for CAD
settlements and in DTC for USD
settlements. It also eliminates the need
for Participants to reposition Securities
inventory between DTC and CDS in
preparation for corporate action events
and or transaction processing for dually
listed issues.
Transactions between Canadian-Link
Participants and CDS Participants are
processed through an omnibus account
to the Account of the Participant (such as Deposits
of Eligible Securities and Free Deliveries of
Securities) and designated as Net Addition
Securities by the Participant in the manner
specified in the Procedures. Net Addition Securities
shall cease to be such if (x) they become Pledged
or Segregated Securities, (y) they are Delivered or
Withdrawn by the Participant or (z) they are
designated as Minimum Amount Securities by the
Participant in the manner specified in the
Procedures. Rule 1, Section 1 at 10, supra note 5.
10 See Securities Exchange Act Release No. 52784
(November 16, 2005), 70 FR 70902 (November 23,
2005) (SR–DTC–2005–08).
11 Supra note 5.
12 The Canadian-Link Service also provides for
Cross-Border USD Securities Transactions between
Participants and CDS Participants. See Rule 30,
Section 1(a)(2), supra note 5. See also Securities
Exchange Act Release No. 55239 (February 5, 2007),
72 FR 6798 (February 13, 2007).
13 DTC may determine the Securities that are
eligible for the Canadian-Link Service. Some
Securities may be eligible for all purposes of the
Canadian-Link Service and some Securities may be
eligible only for limited purposes (e.g., clearance
and settlement through the facilities of CDS but
only custody and asset servicing through the
facilities of DTC). See Rule 30, Section 4, supra note
5.
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]]>Agencies
[Federal Register Volume 83, Number 248 (Friday, December 28, 2018)]
[Notices]
[Pages 67417-67418]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-28200]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33334; 812-14947]
TigerShares Trust, et al.; Notice of Application
December 20, 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: TigerShares Trust (the ``Trust''), a Delaware statutory
trust that is registered under the Act as an open-end management
investment company, and Wealthn LLC (the ``Initial Adviser''), a
Pennsylvania limited liability company that will be registered as an
investment adviser under the Investment Advisers Act of 1940
(collectively with the Trust, the ``Applicants'').
Filing Dates: The application was filed on September 5, 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 January 14, 2019, 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, 3532 Muirwood Drive,
Newtown Square, PA 19073.
FOR FURTHER INFORMATION CONTACT: Erin C. Loomis, Senior Counsel, at
(202) 551-6721, or Parisa Haghshenas, Branch Chief, at (202) 551-6723
(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 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. An Adviser will serve as the investment adviser to each
Subadvised Series pursuant to an investment advisory agreement with the
Trust (the ``Investment Management Agreement'').\1\ An Adviser will
provide each Subadvised Series with continuous investment management
services, subject to the supervision of, and policies established by,
the board of trustees of the Trust (the ``Board''). Each Investment
Management Agreement permits the Adviser, subject to the approval of
the Board, to delegate to one or more sub-advisers (each, a ``Sub-
Adviser'' and collectively, the ``Sub-Advisers'') the responsibility to
provide the day-to-day portfolio investment management of each
Subadvised Series, subject to the supervision and direction of the
Adviser.\2\ The primary responsibility for managing each Subadvised
Series will remain vested in the Adviser. The Adviser will hire,
evaluate, allocate assets to and oversee the Sub-Advisers, including
determining whether a Sub-Adviser should be terminated, at all times
subject to the authority of the Board.
---------------------------------------------------------------------------
\1\ Applicants request relief with respect to the named
Applicants, as well as to any future series of the Trust and any
other registered open-end management investment company or series
thereof that: (a) Is advised by the Initial Adviser, its successors,
or any entity controlling, controlled by or under common control
with the Initial Adviser or its successors (each, an ``Adviser'');
(b) uses the multi-manager structure described in the application;
and (c) complies with the terms and conditions set forth in the
application (each, a ``Subadvised Series''). 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.
\2\ A ``Sub-Adviser'' for a Subadvised Series is (1) an indirect
or direct ``wholly-owned subsidiary'' (as such term is defined in
the Act) of the Adviser for that Subadvised Series, or (2) a sister
company of the Adviser for that Subadvised Series 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 Series or the Adviser, except to the extent that an
affiliation arises solely because the Sub-Adviser serves as a sub-
adviser to a Subadvised Series (``Non-Affiliated Sub-Adviser'').
---------------------------------------------------------------------------
2. Applicants request an exemption to permit the Adviser, subject
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing 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 Series to disclose (as both a dollar amount and a percentage
of the Subadvised Series' 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'').
---------------------------------------------------------------------------
\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 Series,
the Trust or of the Adviser, other than by reason of serving as a
sub-adviser to one or more of the Subadvised Series (``Affiliated
Sub-Adviser'').
---------------------------------------------------------------------------
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 Series shareholders and
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Subadvised Series' 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
[[Page 67418]]
approval while the role of the Sub-Advisers is substantially similar to
that of individual portfolio managers, so that requiring shareholder
approval of Sub-Advisory Agreements would impose unnecessary delays and
expenses on the Subadvised Series.
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 Series.
For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2018-28200 Filed 12-27-18; 8:45 am]
BILLING CODE 8011-01-P
