Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 64389 

Rules 17h–1T and 17h–2T 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved 

collection of information provided for in 

Rules 17h–1T and 17h–2T (17 CFR 

240.17h–1T and 17 CFR 240.17h–2T), 

under the Securities Exchange Act of 

1934 (15 U.S.C. 78a et seq.). 

Rule 17h–1T requires a covered 

broker-dealer to maintain and preserve 

records and other information 

concerning certain entities that are 

associated with the broker-dealer. This 

requirement extends to the financial and 

securities activities of the holding 

company, affiliates and subsidiaries of 

the broker-dealer that are reasonably 

likely to have a material impact on the 

financial or operational condition of the 

broker-dealer. Rule 17h–2T requires a 

covered broker-dealer to file with the 

Commission quarterly reports and a 

cumulative year-end report concerning 

the information required to be 

maintained and preserved under Rule 

17h–1T. 

The collection of information required 

by Rules 17h–1T and 17h–2T, 

collectively referred to as the ‘‘risk 

assessment rules,’’ is necessary to 

enable the Commission to monitor the 

activities of a broker-dealer affiliate 

whose business activities are reasonably 

likely to have a material impact on the 

financial or operational condition of the 

broker-dealer. Without this information, 

the Commission would be unable to 

assess the potentially damaging impact 

of the affiliate’s activities on the brokerdealer. 

There are currently 285 respondents 

that must comply with Rules 17h–1T 

and 17h–2T. Each of these 285 

respondents are estimated to require 10 

hours per year to maintain the records 

required under Rule 17h–1T, for an 

aggregate estimated annual burden of 

2,850 hours (285 respondents × 10 

hours). In addition, each of these 285 

respondents must make five annual 

responses under Rule 17h–2T. These 

five responses are estimated to require 

14 hours per respondent per year for an 

aggregate estimated annual burden of 

3,990 hours (285 respondents × 14 

hours). 

In addition, new respondents must 

draft an organizational chart required 

under Rule 17h–1T and establish a 

system for complying with the risk 

assessment rules. The staff estimates 

that drafting the required organizational 

chart requires one hour and establishing 

a system for complying with the risk 

assessment rules requires three hours. 

Based on the reduction in the number 

of filers in recent years, the staff 

estimates there will be zero new 

respondents, and thus, a corresponding 

estimated burden of zero hours for new 

respondents. Thus, the total compliance 

burden per year is approximately 6,840 

burden hours (2,850 hours + 3,990 

hours). 

The retention period for the 

recordkeeping requirement for the 

information, reports and records 

required under Rule 17h–1T is not less 

than three years. There is no specific 

retention period or recordkeeping 

requirement for Rule 17h–2T. The 

collection of information is mandatory. 

All information obtained by the 

Commission pursuant to the provisions 

of Rules 17h–1T and 17h–2T from a 

broker or dealer concerning a material 

associated person is deemed 

confidential information for the 

purposes of section 24(b) of the 

Exchange Act. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: 

Lindsay.M.Abate@omb.eop.gov; and (ii) 

Charles Riddle, Acting Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Candace 

Kenner, 100 F Street NE, Washington, 

DC 20549, or by sending an email to: 

PRA_Mailbox@sec.gov. Comments must 

be submitted to OMB within 30 days of 

this notice. 

Dated: December 10, 2018. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27091 Filed 12–13–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33320; 812–14933] 

Pacific Global ETF Trust and Cadence 

Capital Management LLC 

December 11, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

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) 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 (‘‘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; and (f) certain 

Funds (‘‘Feeder Funds’’) to create and 

redeem Creation Units in-kind in a 

master-feeder structure. 

APPLICANTS: Pacific Global ETF Trust 

(‘‘Trust’’), a Delaware statutory trust that 

will be registered under the Act as an 

open-end management investment 

company with multiple series, and 

Cadence Capital Management LLC 

(‘‘Initial Adviser’’), a Delaware limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940. 

FILING DATES: The application was filed 

on July 24, 2018 and amended on 

November 21, 2018. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 


amozie on DSK3GDR082PROD with NOTICES1
64390 Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 

1Applicants request that the order apply to the 

Initial Fund, as well as to future series of the Trust 

and any other existing or future open-end 

management investment companies or series 

thereof (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 of 

the foregoing and any successor thereto included in 

the term ‘‘Adviser’’), and (b) comply with the terms 

and conditions of the application. For purposes of 

the requested Order, a ‘‘successor’’ is limited to an 

entity or entities that result from a reorganization 

into another jurisdiction or a change in the type of 

business organization. 

2The 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) 

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 December 31, 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, Securities and 

Exchange Commission, 100 F Street NE, 

Washington, DC 20549–1090; 

Applicants, 265 Franklin Street, 4th 

Floor, Boston, MA 02110–3113. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Andrea 

Ottomanelli Magovern, Branch Chief, at 

(202) 551–6821 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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 exchange traded 

funds (‘‘ETFs’’).1 Fund shares will be 

purchased and redeemed at their NAV 

in Creation Units only. 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 a broker-dealer 

registered under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’) 

(‘‘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. 

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 and 

generally on an in-kind basis. 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 

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 17(a)(2) of the 

Act to permit a person who is an 

affiliated person, as defined in section 

2(a)(3) of the Act (‘‘Affiliated Person’’), 

or an affiliated person of an Affiliated 

Person (‘‘Second-Tier Affiliate’’), of the 

Funds, solely by virtue of certain 

ownership interests, to effectuate 

purchases and redemptions in-kind. The 

deposit procedures for in-kind 

purchases of Creation Units and the 

redemption procedures for in-kind 

redemptions of Creation Units will be 

the same for all purchases and 

redemptions and Deposit Instruments 

and Redemption Instruments will be 

valued in the same manner as those 

Portfolio Instruments currently held by 

the Funds. Applicants also seek relief 

from the prohibitions on affiliated 

transactions in section 17(a) to permit a 

Fund to sell its shares to and redeem its 

shares from a Fund of Funds, and to 

engage in the accompanying in-kind 

transactions with the Fund of Funds.2


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Federal Register / Vol. 83, No. 240 / Friday, December 14, 2018 / Notices 64391 

for, and the requested relief will not apply to, 

transactions where a Fund could be deemed an 

Affiliated Person, or a Second-Tier Affiliate, of a 

Fund of Funds because an investment adviser to the 

Funds is also an investment adviser to a Fund of 

Funds. 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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. 

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27128 Filed 12–13–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84775; File No. SR–NYSE– 

2018–57] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Certain of Its Listing Fees 

December 10, 2018. 

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 

November 29, 2018, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) 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 self-regulatory 

organization. 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 amend 

certain of its listing fees. The proposed 

rule 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. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

certain of its listing fees set forth in 

Chapter 9 of the Manual, in each case 

with effect from the beginning of the 

calendar year commencing on January 1, 

2019. 

The annual fee set forth in Section 

902.03 of the Manual will increase from 

$0.00108 per share to $0.0011 per share 

for each of the following: A primary 

class of common shares (including 

Equity Investment Tracking Stocks); 

each additional class of common shares 

(including tracking stock), a primary 

class of preferred stock (if no class of 

common shares is listed); each 

additional class of preferred stock 

(whether the primary class is common 

or preferred stock); and each class of 

warrants. In addition, the minimum 

annual fee will be increased from 

$65,000 to $68,000 for each of (i) a 

primary class of common shares 

(including Equity Investment Tracking 

Stocks) and (ii) a primary class of 

preferred stock (if no class of common 

shares is listed). 

The Exchange proposes to amend the 

annual fee schedule for structured 

products set forth in Section 902.05 of 

the Manual and for short term securities 

set forth in Section 902.06. In each case, 

the annual fee per share will increase 

from $0.00108 to $0.0011 per share. The 

minimum annual fee will increase from 

$25,000 to $35,000 for securities listed 

under Sections 902.05 and 902.06 

(except for warrants to purchase equity 

securities, which will remain $5,000). In 

addition, the Exchange proposes to 

amend the provision in Section 902.02 

relating to the $500,000 Total Maximum 

Fee by including annual fees paid for all 

structured products in calculating the 

Total Maximum Fee. The Exchange 

notes that retail debt securities are 

already included in the Total Maximum 

Fee calculation. Historically many listed 

structured products were financial 

products issued by banks and other 

financial institutions so there was a 

reasonable basis for excluding them 

from the benefits of the Total Maximum 

Fee provision. Today, however, most 

structured products listed on the 

Exchange are issued by listed 

companies for similar financing reasons 

to those for which they issue retail debt, 

so it is reasonable to treat them the same 

for purposes of the Total Maximum Fee 

calculation. 

The Exchange proposes to make an 

adjustment to the Investment 

Management Entity Group Fee Discount 

set forth in Section 902.02 of the 

Manual. The Investment Management 

Entity Group Fee Discount is currently 

based on all annual and listing fees paid 

by the Investment Management Entity 

and its Eligible Portfolio Companies in 

the applicable calendar year. The 

Exchange proposes to amend the 


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