Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 31011 

18 15 U.S.C. 78f(b)(8). 

19See supra notes 16 and 17. 

20 15 U.S.C. 78s(b)(3)(A). 

21 17 CFR 240.19b–4(f)(2). 22 15 U.S.C. 78s(b)(2)(B). 

23 17 CFR 200.30–3(a)(12). 

1The requested order (‘‘Order’’) would supersede 

an exemptive order issued by the Commission on 

August 26, 2008, see In the Matter of Goldman 

Sachs Trust, et al., Investment Company Act 

Release Nos. 28347 (Jul. 31, 2008) (notice) and 

28366 (Aug. 26, 2008) (order)) (the ‘‘Prior Order’’), 

with the result that no person will continue to rely 

on the Prior Order if the Order is granted. 

facilitates tighter spreads, which may 

cause an additional corresponding 

increase in order flow from other market 

participants. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

In accordance with Section 6(b)(8) of 

the Act,18 the Exchange does not believe 

that the proposed rule change would 

impose any burden on competition that 

is not necessary or appropriate in 

furtherance of the purposes of the Act. 

The Exchange believes the proposed 

changes, particularly the elimination of 

the incentive for Non-Customer/NonMarket Maker volume and the 

modification to Manual transaction 

rates, would not place an unfair burden 

on competition as it would apply to all 

similarly-situated market participants. 

The Exchange also notes that the 

proposed rates for Manual transactions, 

as well as the proposed modifications to 

the Surcharge, are competitive with 

rates charges by other options 

exchanges.19 To the extent that the 

proposed reduced Manual rates for 

certain participants in the Prepayment 

Program make the Exchange a more 

attractive marketplace for market 

participants at other exchanges, such 

market participants are welcome to 

become NYSE American Options ATP 

Holders. 

The Exchange notes that it operates in 

a highly competitive market in which 

market participants can readily favor 

competing venues. In such an 

environment, the Exchange must 

continually review, and consider 

adjusting, its fees and credits to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects 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 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 20 of the Act and 

subparagraph (f)(2) of Rule 19b–4 21

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 22 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

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: 

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– 

NYSEAMER–2018–29 on the subject 

line. 

Paper Comments 

• 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–NYSEAMER–2018–29. 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 

internet website (http://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–NYSEAMER–2018–29 and 

should be submitted on or before July 

23, 2018. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14110 Filed 6–29–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33137; File No. 812–14764] 

Goldman Sachs Trust, et al. 

June 27, 2018. 

AGENCY: Securities and Exchange 

Commission (‘‘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; 

under sections 6(c) and 17(b) of the Act 

for an exemption from sections 17(a)(1) 

and (2) of the Act. The requested order 

would: (a) Permit certain registered 

open-end investment companies to 

acquire shares of certain registered 

open-end investment companies, 

registered closed-end investment 

companies, business development 

companies, as defined in section 

2(a)(48) of the Act, and registered unit 

investment trusts (collectively, 

‘‘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.1

APPLICANTS: Goldman Sachs Trust; 

Goldman Sachs Trust II; Goldman Sachs 


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31012 Federal Register / Vol. 83, No. 127 / Monday, July 2, 2018 / Notices 

2Applicants request that the order apply not only 

to the existing series of a Trust (the ‘‘Initial 

Funds’’), but that the order also extend to any future 

series of a Trust and any other existing or future 

registered open-end management investment 

company or series thereof that is part of the same 

‘‘group of investment companies,’’ as defined in 

section 12(d)(1)(G)(ii) of the Act, as the Trusts and 

is, or may in the future be, advised by an Adviser 

or its successor or any other investment adviser 

controlling, controlled by, or under common 

control with an Adviser or its successor (together 

with the Initial Funds, each series a ‘‘Fund,’’ and 

collectively, the ‘‘Funds’’). For purposes of the 

requested order, ‘‘successor’’ is limited to an entity 

that results from a reorganization into another 

jurisdiction or a change in the type of business 

organization. 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 

business development companies, that hold 

themselves out to investors as related companies for 

purposes of investment and investor services. 

3Certain of the Underlying Funds have 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 an exchange-traded 

fund (‘‘ETF’’). 

4Applicants are not requesting relief for a Fund 

of Funds to invest in business development 

companies and registered closed-end investment 

companies that are not listed and traded on a 

national securities exchange. 

5A Fund of Funds generally would purchase and 

sell shares of an Underlying Fund that operates as 

an ETF or a 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, business 

development company, 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, business 

development company, or closed-end fund, or an 

entity controlling, controlled by or under common 

control with the investment adviser to the ETF, 

business development company, or closed-end fund 

is also an investment adviser to the Fund of Funds. 

ETF Trust; Goldman Sachs Variable 

Insurance Trust, each a Delaware 

statutory trust that is registered under 

the Act as an open-end management 

investment company with multiple 

series (each a ‘‘Trust,’’ and together, the 

‘‘Trusts’’); and Goldman Sachs Asset 

Management, L.P.; Goldman Sachs 

Asset Management International; and 

GS Investment Strategies, LLC (each an 

‘‘Adviser’’), each registered as an 

investment adviser under the 

Investment Advisers Act of 1940. 

FILING DATES: The application was filed 

on April 19, 2017, and amended on 

November 16, 2017 and April 19, 2018. 

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 July 23, 2018, 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: Caroline L. Kraus, Goldman 

Sachs & Co., LLC, 200 West Street, New 

York, NY 10282; and Stephen H. Bier, 

Dechert LLP, 1095 Avenue of the 

Americas, New York, NY 10036–6797. 

FOR FURTHER INFORMATION CONTACT: 

Stephan N. Packs, Senior Counsel, at 

(202) 551–6853, or David J. Marcinkus, 

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 

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 to 

permit (a) each Fund 2 (each a ‘‘Fund of 

Funds’’) to acquire shares of Underlying 

Funds 3 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.4 Applicants also 

request an order of exemption 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.5 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. 

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 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. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–14193 Filed 6–29–18; 8:45 am] 

BILLING CODE 8011–01–P 


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