Federal Register / Vol. 83, No. 124 / Wednesday, June 27, 2018 / Notices 30209 

3The 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. 

1 15 U.S.C. 78k–1. 

2 17 CFR 242.608. 

3The Participants are: Cboe BYX Exchange, Inc.; 

Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, 

Inc.; Cboe EDGX Exchange, Inc.; Cboe Exchange, 

Inc.; Chicago Stock Exchange, Inc.; Financial 

Industry Regulatory Authority, Inc.; Investors 

Exchange LLC; Nasdaq BX, Inc.; Nasdaq ISE, LLC; 

Nasdaq PHLX LLC; The Nasdaq Stock Market LLC; 

New York Stock Exchange LLC; NYSE Arca, Inc.; 

NYSE American LLC; and NYSE National, Inc. 

(collectively, the ‘‘Participants’’). 

4See Securities Exchange Act Release Nos. 10787 

(May 10, 1974), 39 FR 17799 (May 20, 1974) 

(declaring the CTA Plan effective); 15009 (July 28, 

1978), 43 FR 34851 (August 7, 1978) (temporarily 

authorizing the CQ Plan); and 16518 (January 22, 

1980), 45 FR 6521 (January 28, 1980) (permanently 

authorizing the CQ Plan). The most recent 

restatement of both Plans was in 1995. The CTA 

Plan, pursuant to which markets collect and 

disseminate last sale price information for nonNASDAQ listed securities, is a ‘‘transaction 

reporting plan’’ under Rule 601 under the Act, 17 

CFR 242.601, and a ‘‘national market system plan’’ 

under Rule 608 under the Act, 17 CFR 242.608. The 

CQ Plan, pursuant to which markets collect and 

disseminate bid/ask quotation information for listed 

securities, is a ‘‘national market system plan’’ under 

Rule 608 under the Act, 17 CFR 242.608. 

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 effect 

creations and redemptions of Creation 

Units in kind and that are based on 

certain Underlying Indexes that include 

foreign securities, 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 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 

investment positions 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.3

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, 

Assistant Secretary. 

[FR Doc. 2018–13762 Filed 6–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–83492; File No. SR–CTA/ 

CQ–2018–02] 

Consolidated Tape Association; Notice 

of Filing and Immediate Effectiveness 

of the Twenty-Ninth Substantive 

Amendment to the Second 

Restatement of the CTA Plan and the 

Twenty-First Amendment to the 

Restated CQ Plan 

June 21, 2018. 

Pursuant to Section 11A of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 608 thereunder,2

notice is hereby given that on June 5, 

2018, the Consolidated Tape 

Association (‘‘CTA’’) Plan participants 

(‘‘Participants’’) 3 filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposal to amend 

the Second Restatement of the CTA Plan 

and the Restated Consolidated 

Quotation (‘‘CQ’’) Plan (‘‘Plans’’).4

These amendments represent the 

Twenty-Ninth Substantive Amendment 

to the CTA Plan and the Twenty-First 

Amendment to the CQ Plan 

(‘‘Amendments’’). The Amendments 

seek to effectuate changes that certain 

Participants have made to their names 

and addresses, as set forth in Sections 


daltland on DSKBBV9HB2PROD with NOTICES
30210 Federal Register / Vol. 83, No. 124 / Wednesday, June 27, 2018 / Notices 

5 17 CFR 242.608(b)(3)(ii). 

I(q), III(a), and VIII(a) of the CTA Plan 

and Section III(a) of the CQ Plan. 

Pursuant to Rule 608(b)(3)(ii) under 

Regulation NMS,5 the Participants have 

designated the Amendments as 

concerned solely with the 

administration of the Plans and as 

‘‘Ministerial Amendments’’ under both 

Section IV(b) of the CTA Plan and 

Section IV(c) of the CQ Plan. As a result, 

the Amendments were effective upon 

filing and were submitted by the 

Chairman of the Plan’s Operating 

Committee. The Commission is 

publishing this notice to solicit 

comments from interested persons on 

the proposed Amendments. Set forth in 

Sections I and II is the statement of the 

purpose and summary of the 

Amendments, along with the 

information required by Rules 608(a) 

and 601(a) under the Act, prepared and 

submitted by the Participants to the 

Commission. 

I. Rule 608(a) 

A. Purpose of the Amendments 

The Amendments effectuate changes 

that certain Participants have made to 

their names and addresses, as set forth 

in Sections I(q), III(a), and VIII(a) of the 

CTA Plan and Section III(a) of the CQ 

Plan. 

B. Governing or Constituent Documents 

Not applicable. 

C. Implementation of the Amendments 

Because the Amendments constitute 

‘‘Ministerial Amendments’’ under both 

Section IV(b) of the CTA Plan and 

Section IV(c) under the CQ Plan, the 

Chairman of the Plan’s Operating 

Committee may submit the 

Amendments to the Commission on 

behalf of the Participants in the Plans. 

Because the Participants have 

designated the Amendments as 

concerned solely with the 

administration of the Plans, the 

Amendments become effective upon 

filing with the Commission. 

D. Development and Implementation 

Phases 

Not applicable. 

E. Analysis of Impact on Competition 

The Participants assert that the 

Amendments do not impose any burden 

on competition because they simply 

effectuate a change in the names and 

addresses of certain Participants. For the 

same reasons, the Participants do not 

believe that the Amendments introduce 

terms that are unreasonably 

discriminatory for purposes of Section 

11A(c)(1)(D) of the Exchange Act. 

F. Written Understanding or Agreements 

Relating to Interpretation of, or 

Participation in, Plan 

Not applicable. 

G. Approval by Sponsors in Accordance 

With Plan 

See Item I.C. above. 

H. Description of Operation of Facility 

Contemplated by the Proposed 

Amendments 

Not applicable. 

I. Terms and Conditions of Access 

Not applicable. 

J. Method of Determination and 

Imposition, and Amount of, Fees and 

Charges 

Not applicable. 

K. Method and Frequency of Processor 

Evaluation 

Not applicable. 

L. Dispute Resolution 

Not applicable. 

II. Rule 601(a) 

A. Equity Securities for Which 

Transaction Reports Shall Be Required 

by the Plan 

Not applicable. 

B. Reporting Requirements 

Not applicable. 

C. Manner of Collecting, Processing, 

Sequencing, Making Available and 

Disseminating Last Sale Information 

Not applicable. 

D. Manner of Consolidation 

Not applicable. 

E. Standards and Methods Ensuring 

Promptness, Accuracy and 

Completeness of Transaction Reports 

Not applicable. 

F. Rules and Procedures Addressed to 

Fraudulent or Manipulative 

Dissemination 

Not applicable. 

G. Terms of Access to Transaction 

Reports 

Not applicable. 

H. Identification of Marketplace of 

Execution 

Not applicable. 

III. Solicitation of Comments 

The Commission seeks general 

comments on the Amendments. 

Interested persons are invited to submit 

written data, views, and arguments 

concerning the foregoing, including 

whether the proposed Amendments are 

consistent with the Act. Comments may 

be submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CTA/CQ–2018–02 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CTA/CQ–2018–02. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

website (http://www.sec.gov/rules/ 

sro.shtml). Copies of the submission, all 

written statements with respect to the 

proposed Amendments that are filed 

with the Commission, and all written 

communications relating to the 

proposed Amendments 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 website 

viewing and printing at the principal 

office of the Plans. 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–CTA/CQ–2018–02 and 

should be submitted on or before July 

18, 2018. 

By the Commission. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–13766 Filed 6–26–18; 8:45 am] 

BILLING CODE 8011–01–P 


daltland on DSKBBV9HB2PROD with NOTICES