ETF Managers Trust and ETF Managers Group LLC, 10794-10795 [2020-03638]
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Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices
the network uses; the cost of the
connection; and the applicable
contractual provisions. Indeed, fiber
network connections may be more
attractive to some market participants as
they are more reliable and less
susceptible to weather conditions.
The proposed change does not affect
competition among national securities
exchanges or among members of the
Exchange, but rather between IDS and
its commercial competitors.
For the reasons described above, the
Exchange believes that the proposed
rule changes reflect this competitive
environment.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or up to 90 days (i) as the
Commission may designate if it finds
such longer period to be appropriate
and publishes its reasons for so finding
or (ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.37
Jill M. Peterson,
Assistant Secretary.
IV. Solicitation of Comments
[FR Doc. 2020–03643 Filed 2–24–20; 8:45 am]
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
BILLING CODE 8011–01–P
Electronic Comments
ETF Managers Trust and ETF
Managers Group LLC
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2020–15 on the subject line.
Paper Comments
jbell on DSKJLSW7X2PROD with NOTICES
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSEArca–2020–15, and
should be submitted on or before March
17, 2020.
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEArca–2020–15. This
file number should be included on the
subject line if email is used. To help the
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20:34 Feb 24, 2020
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33799; File No. 812–15088]
February 19, 2020.
Securities and Exchange
Commission (the ‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
12(d)(1)(A), (B), and (C) of the Act, and
under sections 6(c) and 17(b) of the Act
for an exemption from section 17(a) of
the Act. The requested order would
37 17
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CFR 200.30–3(a)(12).
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permit certain registered open-end
investment companies to acquire shares
of certain registered open-end
investment companies, registered
closed-end investment companies, and
business development companies
(‘‘BDCs’’), as defined in section 2(a)(48)
of the Act, and registered unit
investment trusts (‘‘UITs’’) (collectively,
the ‘‘Underlying Funds’’) that are within
and outside the same group of
investment companies as the acquiring
investment companies, in excess of the
limits in section 12(d)(1) of the Act.
Applicants: ETF Managers Trust (the
‘‘Trust’’) is organized as a Delaware
statutory trust and registered with the
Commission under the Act as an openend management investment company
with multiple series, each of which has
its own investment objectives and
principal investment strategies. ETF
Managers Group LLC (‘‘the Adviser’’),
the adviser to the Trust, is organized as
a limited liability company established
under the laws of the state of Delaware
and is registered as an investment
adviser under section 203 of the
Investment Advisers Act of 1940.
Filing Date: The application was filed
on January 6, 2020.
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 March 16, 2020, 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: 30 Maple Street, 2nd Floor,
Summit, NJ 07901.
FOR FURTHER INFORMATION CONTACT:
Bruce R. MacNeil, Senior Counsel, at
(202) 551–6817, or Kaitlin C. Bottock,
Branch Chief, 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
E:\FR\FM\25FEN1.SGM
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Federal Register / Vol. 85, No. 37 / Tuesday, February 25, 2020 / Notices
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.
jbell on DSKJLSW7X2PROD with NOTICES
Summary of the Application
1. Applicants request an order to
permit (a) each Fund 1 (and each a
‘‘Fund of Funds’’) to acquire shares of
Underlying Funds 2 in excess of the
limits in sections 12(d)(1)(A) and (C) of
the Act, and (b) each Underlying Fund
that is a registered open-end
management investment company or
series thereof, their principal
underwriters, and any broker or dealer
registered under the 1934 Act to sell
shares of the Underlying Funds to the
Fund of Funds in excess of the limits in
section 12(d)(1)(B) of the Act.3
Applicants also request that the
Commission issue an order under
sections 6(c) and 17(b) of the Act from
the prohibition on certain affiliated
transactions in section 17(a) of the Act
to the extent necessary to permit the
Underlying Funds to sell their shares to,
and redeem their shares from, the Funds
of Funds.4 Applicants state that such
1 Applicants request that the order apply not only
to the existing series of the Trust (the ‘‘Existing
Funds’’), but that the order also extend to any future
series of the Trust and any other existing or future
registered open-end management investment
companies and any series thereof that are part of the
same ‘‘group of investment companies,’’ as defined
in section 12(d)(1)(G)(ii) of the Act, as the Trust are,
or may in the future be, advised by the Adviser or
any other investment adviser controlling, controlled
by, or under common control with the Adviser
(together with the Existing Funds, each series a
‘‘Fund,’’ and collectively, the ‘‘Funds’’). For
purposes of the request for relief, the term ‘‘group
of investment companies’’ means any two or more
registered investment companies, including closedend investment companies and BDCs, that hold
themselves out to investors as related companies for
purposes of investment and investor services.
2 Certain of the Underlying Funds registered
under the Act as either UITs or open-end
management investment companies may have
requested and obtained exemptions from the
Commission necessary to permit their shares to be
listed and traded on a national securities exchange
at negotiated prices and, accordingly, to operate as
exchange-traded funds (collectively, ‘‘ETFs’’ and
each an ‘‘ETF’’).
3 Applicants are not requesting relief for a Fund
of Funds to invest in BDCs and registered closedend investment companies that are not listed and
traded on a national securities exchange.
4 A Fund of Funds generally would purchase and
sell shares of an Underlying Fund that operates as
an ETF or closed-end fund through secondary
market transactions rather than through principal
transactions with the Underlying Fund. Applicants
nevertheless request relief from sections 17(a)(1)
and (2) to permit each ETF or closed-end fund that
is an affiliated person, or an affiliated person of an
affiliated person, as defined in section 2(a)(3) of the
Act, of a Fund of Funds, to sell shares to or redeem
shares from the Fund of Funds. This includes, in
the case of sales and redemptions of shares of ETFs,
the in-kind transactions that accompany such sales
and redemptions. Applicants are not seeking relief
from section 17(a) for, and the requested relief will
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20:34 Feb 24, 2020
Jkt 250001
transactions will be consistent with the
policies of each Fund of Funds and each
Underlying Fund and with the general
purposes of the Act and will be based
on the net asset values of the
Underlying Funds.
2. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Such terms
and conditions are designed to, among
other things, help prevent any potential
(i) undue influence over an Underlying
Fund that is not in the same ‘‘group of
investment companies’’ as the Fund of
Funds through control or voting power,
or in connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A), (B), and (C) of
the Act.
3. 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.
Section 6(c) of the Act permits the
Commission to exempt any persons,
securities, or transactions from any
provision of the Act if such exemption
is necessary or appropriate in the public
interest and consistent with the
protection of investors and the purposes
fairly intended by the policy and
provisions of the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2020–03638 Filed 2–24–20; 8:45 am]
BILLING CODE 8011–01–P
not apply to, transactions where an ETF, BDC, or
closed-end fund could be deemed an affiliated
person, or an affiliated person of an affiliated
person, of a Fund of Funds because an investment
adviser to the ETF, BDC, or closed-end fund, or an
entity controlling, controlled by, or under common
control with the investment adviser to the ETF,
BDC, or closed-end fund, is also an investment
adviser to the Fund of Funds.
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10795
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–88240; File No. SR–
NYSECHX–2020–05]
Self-Regulatory Organizations; NYSE
Chicago, Inc.; Notice of Filing of
Proposed Rule Change To Amend the
Schedule of Wireless Connectivity
Fees and Charges To Add Wireless
Connectivity Services
February 19, 2020.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’),2 and Rule 19b–4 thereunder,3
notice is hereby given that on February
11, 2020, the NYSE Chicago, Inc.
(‘‘NYSE Chicago’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘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
The Exchange proposes to add
wireless connectivity services that
transport the market data of certain
affiliates of the Exchange to the
schedule of Wireless Connectivity Fees
and Charges (the ‘‘Wireless Fee
Schedule’’). The proposed change is
available on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, 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
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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]]>Agencies
[Federal Register Volume 85, Number 37 (Tuesday, February 25, 2020)]
[Notices]
[Pages 10794-10795]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-03638]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33799; File No. 812-15088]
ETF Managers Trust and ETF Managers Group LLC
February 19, 2020.
AGENCY: Securities and Exchange Commission (the ``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 12(d)(1)(J) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 12(d)(1)(A), (B), and (C) of the Act, and under sections 6(c)
and 17(b) of the Act for an exemption from section 17(a) of the Act.
The requested order would permit certain registered open-end investment
companies to acquire shares of certain registered open-end investment
companies, registered closed-end investment companies, and business
development companies (``BDCs''), as defined in section 2(a)(48) of the
Act, and registered unit investment trusts (``UITs'') (collectively,
the ``Underlying Funds'') that are within and outside the same group of
investment companies as the acquiring investment companies, in excess
of the limits in section 12(d)(1) of the Act.
Applicants: ETF Managers Trust (the ``Trust'') is organized as a
Delaware statutory trust and registered with the Commission under the
Act as an open-end management investment company with multiple series,
each of which has its own investment objectives and principal
investment strategies. ETF Managers Group LLC (``the Adviser''), the
adviser to the Trust, is organized as a limited liability company
established under the laws of the state of Delaware and is registered
as an investment adviser under section 203 of the Investment Advisers
Act of 1940.
Filing Date: The application was filed on January 6, 2020.
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 March 16, 2020, 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: 30 Maple Street, 2nd
Floor, Summit, NJ 07901.
FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817, or Kaitlin C. Bottock, Branch Chief, 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
[[Page 10795]]
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 to permit (a) each Fund \1\ (and
each a ``Fund of Funds'') to acquire shares of Underlying Funds \2\ in
excess of the limits in sections 12(d)(1)(A) and (C) of the Act, and
(b) each Underlying Fund that is a registered open-end management
investment company or series thereof, their principal underwriters, and
any broker or dealer registered under the 1934 Act to sell shares of
the Underlying Funds to the Fund of Funds in excess of the limits in
section 12(d)(1)(B) of the Act.\3\ Applicants also request that the
Commission issue an order under sections 6(c) and 17(b) of the Act from
the prohibition on certain affiliated transactions in section 17(a) of
the Act to the extent necessary to permit the Underlying Funds to sell
their shares to, and redeem their shares from, the Funds of Funds.\4\
Applicants state that such transactions will be consistent with the
policies of each Fund of Funds and each Underlying Fund and with the
general purposes of the Act and will be based on the net asset values
of the Underlying Funds.
---------------------------------------------------------------------------
\1\ Applicants request that the order apply not only to the
existing series of the Trust (the ``Existing Funds''), but that the
order also extend to any future series of the Trust and any other
existing or future registered open-end management investment
companies and any series thereof that are part of the same ``group
of investment companies,'' as defined in section 12(d)(1)(G)(ii) of
the Act, as the Trust are, or may in the future be, advised by the
Adviser or any other investment adviser controlling, controlled by,
or under common control with the Adviser (together with the Existing
Funds, each series a ``Fund,'' and collectively, the ``Funds''). For
purposes of the request for relief, the term ``group of investment
companies'' means any two or more registered investment companies,
including closed-end investment companies and BDCs, that hold
themselves out to investors as related companies for purposes of
investment and investor services.
\2\ Certain of the Underlying Funds registered under the Act as
either UITs or open-end management investment companies may have
requested and obtained exemptions from the Commission necessary to
permit their shares to be listed and traded on a national securities
exchange at negotiated prices and, accordingly, to operate as
exchange-traded funds (collectively, ``ETFs'' and each an ``ETF'').
\3\ Applicants are not requesting relief for a Fund of Funds to
invest in BDCs and registered closed-end investment companies that
are not listed and traded on a national securities exchange.
\4\ A Fund of Funds generally would purchase and sell shares of
an Underlying Fund that operates as an ETF or closed-end fund
through secondary market transactions rather than through principal
transactions with the Underlying Fund. Applicants nevertheless
request relief from sections 17(a)(1) and (2) to permit each ETF or
closed-end fund that is an affiliated person, or an affiliated
person of an affiliated person, as defined in section 2(a)(3) of the
Act, of a Fund of Funds, to sell shares to or redeem shares from the
Fund of Funds. This includes, in the case of sales and redemptions
of shares of ETFs, the in-kind transactions that accompany such
sales and redemptions. Applicants are not seeking relief from
section 17(a) for, and the requested relief will not apply to,
transactions where an ETF, BDC, or closed-end fund could be deemed
an affiliated person, or an affiliated person of an affiliated
person, of a Fund of Funds because an investment adviser to the ETF,
BDC, or closed-end fund, or an entity controlling, controlled by, or
under common control with the investment adviser to the ETF, BDC, or
closed-end fund, is also an investment adviser to the Fund of Funds.
---------------------------------------------------------------------------
2. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the application.
Such terms and conditions are designed to, among other things, help
prevent any potential (i) undue influence over an Underlying Fund that
is not in the same ``group of investment companies'' as the Fund of
Funds through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A), (B), and (C) of the Act.
3. 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. Section 6(c) of the
Act permits the Commission to exempt any persons, securities, or
transactions from any provision of the Act if such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2020-03638 Filed 2-24-20; 8:45 am]
BILLING CODE 8011-01-P
