Liquid Strategies, LLC and Listed Funds Trust, 36976-36978 [2019-16086]
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36976
Federal Register / Vol. 84, No. 146 / Tuesday, July 30, 2019 / Notices
Service request, the request’s acceptance
date, and the authority cited by the
Postal Service for each request. For each
request, the Commission appoints an
officer of the Commission to represent
the interests of the general public in the
proceeding, pursuant to 39 U.S.C. 505
(Public Representative). Section II also
establishes comment deadline(s)
pertaining to each request.
The public portions of the Postal
Service’s request(s) can be accessed via
the Commission’s website (https://
www.prc.gov). Non-public portions of
the Postal Service’s request(s), if any,
can be accessed through compliance
with the requirements of 39 CFR
3007.301.1
The Commission invites comments on
whether the Postal Service’s request(s)
in the captioned docket(s) are consistent
with the policies of title 39. For
request(s) that the Postal Service states
concern market dominant product(s),
applicable statutory and regulatory
requirements include 39 U.S.C. 3622, 39
U.S.C. 3642, 39 CFR part 3010, and 39
CFR part 3020, subpart B. For request(s)
that the Postal Service states concern
competitive product(s), applicable
statutory and regulatory requirements
include 39 U.S.C. 3632, 39 U.S.C. 3633,
39 U.S.C. 3642, 39 CFR part 3015, and
39 CFR part 3020, subpart B. Comment
deadline(s) for each request appear in
section II.
jspears on DSK3GMQ082PROD with NOTICES
II. Docketed Proceeding(s)
1. Docket No(s).: MC2019–171 and
CP2019–193; Filing Title: USPS Request
to Add Priority Mail Contract 540 to
Competitive Product List and Notice of
Filing Materials Under Seal; Filing
Acceptance Date: July 24, 2019; Filing
Authority: 39 U.S.C. 3642, 39 CFR
3020.30 et seq., and 39 CFR 3015.5;
Public Representative: Christopher C.
Mohr; Comments Due: August 1, 2019.
2. Docket No(s).: MC2019–172 and
CP2019–194; Filing Title: USPS Request
to Add Priority Mail Contract 541 to
Competitive Product List and Notice of
Filing Materials Under Seal; Filing
Acceptance Date: July 24, 2019; Filing
Authority: 39 U.S.C. 3642, 39 CFR
3020.30 et seq., and 39 CFR 3015.5;
Public Representative: Christopher C.
Mohr; Comments Due: August 1, 2019.
3. Docket No(s).: MC2019–173 and
CP2019–195; Filing Title: USPS Request
to Add Priority Mail Express & Priority
Mail Contract 96 to Competitive Product
List and Notice of Filing Materials
Under Seal; Filing Acceptance Date:
1 See Docket No. RM2018–3, Order Adopting
Final Rules Relating to Non-Public Information,
June 27, 2018, Attachment A at 19–22 (Order No.
4679).
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July 24, 2019; Filing Authority: 39
U.S.C. 3642, 39 CFR 3020.30 et seq., and
39 CFR 3015.5; Public Representative:
Christopher C. Mohr; Comments Due:
August 1, 2019.
This Notice will be published in the
Federal Register.
Ruth Ann Abrams,
Acting Secretary.
[FR Doc. 2019–16170 Filed 7–29–19; 8:45 am]
BILLING CODE 7710–FW–P
POSTAL SERVICE
Product Change—Priority Mail Express
and Priority Mail Negotiated Service
Agreement
Postal ServiceTM.
Notice.
AGENCY:
ACTION:
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
July 30, 2019.
FOR FURTHER INFORMATION CONTACT:
Sean Robinson, 202–268–8405.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on July 24, 2019,
it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail Express & Priority Mail
Contract 96 to Competitive Product List.
Documents are available at
www.prc.gov, Docket Nos. MC2019–173,
CP2019–195.
SUMMARY:
Sean Robinson,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2019–16078 Filed 7–29–19; 8:45 am]
BILLING CODE 7710–12–P
Thursday, August 8, 2019, at 10:00 a.m.
(Closed)
1. Strategic Issues.
2. Financial Matters.
3. Compensation and Personnel
Matters.
4. Executive Session—Discussion of
prior agenda items and Board
governance.
Friday, August 9, 2019, at 9:00 a.m.
(Open)
1. Remarks of the Chairman of the
Temporary Emergency Committee of the
Board.
2. Remarks of the Postmaster General
and CEO.
3.
Approval of Minutes of Previous
Meetings.
4. Committee Reports.
5. Quarterly Financial Report.
6. Quarterly Service Performance
Report.
A public comment period will begin
immediately following the adjournment
of the open session on August 9, 2019.
During the public comment period,
which shall not exceed 30 minutes,
members of the public may comment on
any item or subject listed on the agenda
for the open session above. Registration
of speakers at the public comment
period is required. Speakers may
register online at https://
www.surveymonkey.com/r/BOG-8-9-19.
Onsite registration will be available
until thirty minutes before the meeting
starts. No more than three minutes shall
be allotted to each speaker. The time
allotted to each speaker will be
determined after registration closes.
Participation in the public comment
period is governed by 39 CFR 232.1(n).
CONTACT PERSON FOR MORE INFORMATION:
Michael J. Elston, Acting Secretary of
the Board, U.S. Postal Service, 475
L’Enfant Plaza SW, Washington, DC
20260–1000. Telephone: (202) 268–
4800.
POSTAL SERVICE
Michael J. Elston,
Acting Secretary.
Temporary Emergency Committee of
the Board of Governors; Sunshine Act
Meeting
[FR Doc. 2019–16342 Filed 7–26–19; 4:15 pm]
Thursday, August 8,
2019, at 10:00 a.m.; and Friday, August
9, 2019, at 9:00 a.m.
PLACE: Washington, DC, at U.S. Postal
Service Headquarters, 475 L’Enfant
Plaza SW, in the Benjamin Franklin
Room.
STATUS: Thursday, August 8, 2019, at
10:00 a.m.—Closed. Friday, August 9,
2019, at 9:00 a.m.—Open.
MATTERS TO BE CONSIDERED:
DATES AND TIMES:
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BILLING CODE 7710–12–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33576; 812–15026]
Liquid Strategies, LLC and Listed
Funds Trust
July 24, 2019.
Securities and Exchange
Commission (‘‘Commission’’).
AGENCY:
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ACTION:
Notice.
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
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption
from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act. The requested
order would permit (a) activelymanaged series of certain open-end
management investment companies that
operate as exchange-traded funds
(‘‘ETFs’’) (‘‘Funds’’) to issue shares
redeemable in large aggregations only
(‘‘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) the Funds to
issue shares in less than Creation Unit
size to investors participating in a
distribution reinvestment program.
APPLICANTS: Liquid Strategies, LLC
(‘‘Initial Adviser’’), a limited liability
company organized under the laws of
the state of Delaware that will be
registered as an investment adviser
under the Investment Advisers Act of
1940, and Listed Funds Trust (‘‘Trust’’),
a Delaware statutory trust registered
under the Act as an open-end
management investment company with
multiple series.
FILING DATES: The application was filed
on April 29, 2019.
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 August 19, 2019, and
should be accompanied by proof of
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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, Securities and
Exchange Commission, 100 F Street NE,
Washington, DC 20549–1090;
Applicants, c/o Kent P. Barnes, U.S.
Bancorp Fund Services, LLC, 615 E
Michigan Street, Milwaukee, WI 53202.
FOR FURTHER INFORMATION CONTACT:
Elizabeth Miller, Senior Counsel, at
(202) 551–8707, or Holly Hunter-Ceci,
Assistant Chief Counsel, at (202) 551–
6825 (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. Applicants request an order that
would allow Funds to operate as
actively-managed ETFs.1 Fund shares
will be purchased and redeemed at their
NAV in Creation Units only (other than
pursuant to a distribution reinvestment
program 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 master-feeder
structure. Any order granting the
1 Applicants request that the order apply to the
new series of the Trust described in the application,
as well as to additional series of the Trust and any
other open-end management investment companies
or series thereof that currently exist or that may be
created in the future (each, included in the term
‘‘Fund’’), each of which will operate as an activelymanaged ETF. 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 such entity and any successor thereto
is included in the term ‘‘Adviser’’) and (b) comply
with the terms and conditions of the application.
For purposes of the requested Order, the term
‘‘successor’’ is limited to an entity that results from
a reorganization into another jurisdiction or a
change in the type of business organization.
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36977
requested relief would be subject to the
terms and conditions stated in the
application.
2. Each Fund will consist of a
portfolio of securities and other assets
and investment positions (‘‘Portfolio
Instruments’’). Each Fund will disclose
on its website the identities and
quantities of the Portfolio Instruments
that will form the basis for the Fund’s
calculation of NAV at the end of the
day.
3. Shares will be purchased and
redeemed in Creation Units only and
generally on an in-kind basis, or issued
in less than Creation Unit size to
investors participating in a distribution
reinvestment program. Except where the
purchase or redemption will include
cash under the limited circumstances
specified in the 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
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Federal Register / Vol. 84, No. 146 / Tuesday, July 30, 2019 / Notices
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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
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 (a)(2) of the
Act to permit persons that are affiliated
persons, or second-tier affiliates, 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
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.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–16086 Filed 7–29–19; 8:45 am]
BILLING CODE 8011–01–P
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 Adviser or an entity
controlling, controlled by or under common control
with an Adviser provides investment advisory
services to that Fund of Funds.
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86463; File No. SR–
CboeBZX–2019–065]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change Relating To
Amend the Fee Schedule Applicable to
Members and Non-Members of the
Exchange Pursuant to BZX Rules
15.1(a) and (c)
July 24, 2019.
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 12,
2019, Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Cboe BZX Exchange, Inc. (the
‘‘Exchange’’ or ‘‘BZX’’) is filing with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
to amend the fee schedule applicable to
Members and non-Members 4 of the
Exchange pursuant to BZX Rules 15.1(a)
and (c). Changes to the fee schedule
pursuant to this proposal are effective
upon filing. The text of the proposed
rule change is attached [sic] as Exhibit
5.
The text of the proposed rule change
is also available on the Exchange’s
website (https://markets.cboe.com/us/
equities/regulation/rule_filings/bzx/), at
the Exchange’s Office of the Secretary,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of, and basis for,
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 A Member is defined as ‘‘any registered broker
or dealer that has been admitted to membership in
the Exchange.’’ See Exchange Rule 1.5(n).
2 15
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]]>Agencies
[Federal Register Volume 84, Number 146 (Tuesday, July 30, 2019)]
[Notices]
[Pages 36976-36978]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-16086]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33576; 812-15026]
Liquid Strategies, LLC and Listed Funds Trust
July 24, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').
[[Page 36977]]
ACTION: Notice.
-----------------------------------------------------------------------
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
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under
section 12(d)(1)(J) of the Act for an exemption from sections
12(d)(1)(A) and 12(d)(1)(B) of the Act. The requested order would
permit (a) actively-managed series of certain open-end management
investment companies that operate as exchange-traded funds (``ETFs'')
(``Funds'') to issue shares redeemable in large aggregations only
(``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 master-feeder
structure; and (g) the Funds to issue shares in less than Creation Unit
size to investors participating in a distribution reinvestment program.
Applicants: Liquid Strategies, LLC (``Initial Adviser''), a limited
liability company organized under the laws of the state of Delaware
that will be registered as an investment adviser under the Investment
Advisers Act of 1940, and Listed Funds Trust (``Trust''), a Delaware
statutory trust registered under the Act as an open-end management
investment company with multiple series.
Filing Dates: The application was filed on April 29, 2019.
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 August 19, 2019, 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, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549-1090; Applicants, c/o Kent P. Barnes, U.S.
Bancorp Fund Services, LLC, 615 E Michigan Street, Milwaukee, WI 53202.
FOR FURTHER INFORMATION CONTACT: Elizabeth Miller, Senior Counsel, at
(202) 551-8707, or Holly Hunter-Ceci, Assistant Chief Counsel, at (202)
551-6825 (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. Applicants request an order that would allow Funds to operate as
actively-managed ETFs.\1\ Fund shares will be purchased and redeemed at
their NAV in Creation Units only (other than pursuant to a distribution
reinvestment program 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 master-feeder structure. Any order
granting the requested relief would be subject to the terms and
conditions stated in the application.
---------------------------------------------------------------------------
\1\ Applicants request that the order apply to the new series of
the Trust described in the application, as well as to additional
series of the Trust and any other open-end management investment
companies or series thereof that currently exist or that may be
created in the future (each, included in the term ``Fund''), each of
which will operate as an actively-managed ETF. 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 such
entity and any successor thereto is included in the term
``Adviser'') and (b) comply with the terms and conditions of the
application. For purposes of the requested Order, the term
``successor'' is limited to an entity that results from a
reorganization into another jurisdiction or a change in the type of
business organization.
---------------------------------------------------------------------------
2. Each Fund will consist of a portfolio of securities and other
assets and investment positions (``Portfolio Instruments''). Each Fund
will disclose on its website the identities and quantities of the
Portfolio Instruments that will form the basis for the Fund's
calculation of NAV at the end of the day.
3. Shares will be purchased and redeemed in Creation Units only and
generally on an in-kind basis, or issued in less than Creation Unit
size to investors participating in a distribution reinvestment program.
Except where the purchase or redemption will include cash under the
limited circumstances specified in the 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
[[Page 36978]]
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 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
(a)(2) of the Act to permit persons that are affiliated persons, or
second-tier affiliates, 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.
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\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 Adviser or an
entity controlling, controlled by or under common control with an
Adviser provides investment advisory services to that Fund of Funds.
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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 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.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-16086 Filed 7-29-19; 8:45 am]
BILLING CODE 8011-01-P
