Federal Register / Vol. 80, No. 20 / Friday, January 30, 2015 / Notices 5143 

the Longshoring and Shipyard 

workgroups. 

The Longshoring and Shipyard 

workgroups will meet from 9 a.m. until 

approximately 5 p.m. on February 24, 

2015, in Conference Rooms N–3437A 

and N–3437C. The workgroups will 

discuss housekeeping and sanitation in 

the fishing industry and in shipyard 

employment; spray painting in 

shipyards; baggage handling in cruise 

terminal operations; and the translation 

of OSHA maritime guidance documents 

into Spanish. 

Public Participation: Any individual 

attending the MACOSH meeting, 

including the workgroup meetings, at 

the U.S. Department of Labor, Frances 

Perkins Building, must use the entrance 

located at 3rd & C Streets NW. and pass 

through Building Security. Attendees 

must have valid government-issued 

photo identification to enter the 

building. Please contact Gretta Jameson 

at (202) 693–2176 (email: 

jameson.grettah@dol.gov) for additional 

information about building security 

measures for attending the MACOSH 

Committee and workgroup meetings. 

Interested parties may submit a request 

to make an oral presentation to 

MACOSH by any one of the methods 

listed in the ADDRESSES section above. 

The request must state the amount of 

time requested to speak, the interest 

represented (e.g., organization name), if 

any, and a brief outline of the 

presentation. The MACOSH Chair has 

discretion to grant requests to address 

the full Committee as time permits. 

Interested parties also may submit 

written comments, including data and 

other information, using any one of the 

methods listed in the ADDRESSES section 

above. OSHA will provide all 

submissions to MACOSH members prior 

to the meeting. Individuals who need 

special accommodations to attend the 

MACOSH meeting should contact Gretta 

Jameson as specified above under the 

heading ‘‘Requests for special 

accommodations’’ in the ADDRESSES

section. 

Authority and Signature 

David Michaels, Ph.D., MPH, 

Assistant Secretary of Labor for 

Occupational Safety and Health, 

authorized the preparation of this notice 

under the authority granted by 29 U.S.C. 

655, 656, 5 U.S.C. App. 2, Secretary of 

Labor’s Order No. 1–2012 (77 FR 3912), 

and 29 CFR part 1912. 

Signed at Washington, DC, on January 27, 

2015. 

David Michaels, 

Assistant Secretary of Labor for Occupational 

Safety and Health. 

[FR Doc. 2015–01796 Filed 1–29–15; 8:45 am] 

BILLING CODE 4510–26–P 

NATIONAL FOUNDATION ON THE 

ARTS AND THE HUMANITIES 

National Endowment for the Arts 

Arts Advisory Panel Meetings 

AGENCY: National Endowment for the 

Arts, National Foundation on the Arts 

and Humanities. 

ACTION: Notice of Meeting 

SUMMARY: Pursuant to section 10(a)(2) of 

the Federal Advisory Committee Act 

(Pub. L. 92–463), as amended, notice is 

hereby given that two meetings of the 

Arts Advisory Panel to the National 

Council on the Arts will be held by 

teleconference from the National 

Endowment for the Arts, Constitution 

Center, 400 7th St. SW., Washington, DC 

20506 as follows (all meetings are 

Eastern time and ending times are 

approximate): 

International (application review): 

This meeting will be closed. 

DATES: February 18, 2015 12:00 p.m. to 

1:00 p.m. 

International (application review): 

This meeting will be closed. 

DATES: February 18, 2015 4:30 p.m. to 

5:30 p.m. 

FOR FURTHER INFORMATION CONTACT: 

Further information with reference to 

these meetings can be obtained from Ms. 

Kathy Plowitz-Worden, Office of 

Guidelines & Panel Operations, National 

Endowment for the Arts, Washington, 

DC 20506; plowitzk@arts.gov, or call 

202/682–5691. 

SUPPLEMENTARY INFORMATION: The 

closed portions of meetings are for the 

purpose of Panel review, discussion, 

evaluation, and recommendations on 

financial assistance under the National 

Foundation on the Arts and the 

Humanities Act of 1965, as amended, 

including information given in 

confidence to the agency. In accordance 

with the determination of the Chairman 

of February 15, 2012, these sessions will 

be closed to the public pursuant to 

subsection (c)(6) of section 552b of title 

5, United States Code. 

Dated: January 27, 2015. 

Kathy Plowitz-Worden, 

Panel Coordinator, National Endowment for 

the Arts. 

[FR Doc. 2015–01782 Filed 1–29–15; 8:45 am] 

BILLING CODE 7537–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31428; 812–14361] 

Goldman Sachs ETF Trust, et al.; 

Notice of Application 

January 26, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: 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. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit (a) 

series of certain open-end management 

investment companies to issue shares 

(‘‘Shares’’) redeemable in large 

aggregations only (‘‘Creation Units’’); (b) 

secondary market transactions in Shares 

to occur at negotiated market prices 

rather than at net asset value (‘‘NAV’’); 

(c) certain series to pay redemption 

proceeds, under certain circumstances, 

more than seven days after the tender of 

Shares for redemption; (d) certain 

affiliated persons of the series to deposit 

securities into, and receive securities 

from, the series 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 

series to acquire Shares; and (f) certain 

series to perform creations and 

redemptions of Creation Units in-kind 

in a master-feeder structure. 

Applicants: Goldman Sachs ETF Trust 

(the ‘‘Trust’’), Goldman Sachs Asset 

Management, L.P., GS Investment 

Strategies, LLC, and Goldman Sachs 

Asset Management International (each, 

an ‘‘Initial Adviser’’), and ALPS 

Distributors, Inc. (the ‘‘Initial 

Distributor’’). 

DATES: Filing Dates: The application 

was filed on September 19, 2014, and 


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5144 Federal Register / Vol. 80, No. 20 / Friday, January 30, 2015 / Notices 

1All existing entities that intend to rely on the 

requested order have been named as applicants. 

Any other existing or future entity that 

subsequently relies on the order will comply with 

the terms and conditions of the order. A Fund of 

Funds (as defined below) may rely on the order 

only to invest in Funds and not in any other 

registered investment company. 

2Operating in a master-feeder structure could 

also impose costs on a Feeder Fund and reduce its 

tax efficiency. The Feeder Fund’s Board will 

consider any such potential disadvantages against 

the benefits of economies of scale and other benefits 

of operating within a master-feeder structure. In a 

master-feeder structure, the Master Fund—rather 

than the Feeder Fund—would generally invest its 

portfolio in compliance with the requested order. 

3 ‘‘Fixed-Income Funds’’ track an Underlying 

Index comprised of domestic and/or foreign fixed 

income securities. 

4A ‘‘to-be-announced transaction’’ or ‘‘TBA 

Transaction’’ is a method of trading mortgagebacked securities. In a TBA Transaction, the buyer 

and seller agree upon general trade parameters such 

as agency, settlement date, par amount and price. 

The actual pools delivered generally are determined 

two days prior to settlement date. 

5 Depositary receipts representing foreign 

securities (‘‘Depositary Receipts’’) include 

American Depositary Receipts and Global 

Depositary Receipts. The Funds, or their respective 

Master Funds, may invest in Depositary Receipts 

amended on December 23, 2014 and 

January 20, 2015. 

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 February 20, 2015, 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: The Trust, Goldman Sachs 

Asset Management, L.P., and GS 

Investment Strategies, LLC, 200 West 

Street, New York, New York 10282; 

Goldman Sachs Asset Management 

International, River Court, 120 Fleet 

Street, London, EC4A 2BE, United 

Kingdom; and the Initial Distributor, 

1290 Broadway, Suite 1100, Denver, 

Colorado 80203. 

FOR FURTHER INFORMATION CONTACT: 

Mark N. Zaruba, Senior Counsel, at 

(202) 551–6878, or Dalia Blass, Assistant 

Chief Counsel, 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 

Web site 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. 

Applicants’ Representations 

1. The Trust is a Delaware statutory 

trust that has registered under the Act 

as an open-end management investment 

company with multiple series. The 

Trust will offer a number of Funds (as 

defined below), each tracking a 

particular index and utilizing either a 

replication or representative sampling 

strategy. Applicants expect that the 

initial series of the Trust (the ‘‘Initial 

Funds’’) will seek investment results 

that correspond generally to the 

performance of the underlying indexes 

described in Appendix A to the 

application. Each Fund will operate as 

an exchange traded fund (‘‘ETF’’). 

2. An Initial Adviser will be the 

investment adviser to each Initial Fund 

and an Adviser (as defined below) will 

be the investment adviser to the Funds. 

The Initial Advisers are, and any other 

Adviser will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Adviser may 

enter into sub-advisory agreements with 

one or more investment advisers to act 

as sub-advisers (each, a ‘‘Sub-Adviser’’) 

to particular Funds, or their respective 

Master Fund (as defined below). Any 

Sub-Adviser will either be registered 

under the Advisers Act or will not be 

required to register thereunder. 

3. The Initial Distributor will serve as 

the principal underwriter and 

distributor for the Initial Funds. 

Applicants request that the order also 

apply to any future distributor of Shares 

(‘‘Future Distributor’’ and, together with 

the Initial Distributor, the 

‘‘Distributor’’), provided that any such 

Future Distributor complies with the 

terms and conditions of the application. 

The Distributor may be an affiliated 

person or an affiliated person of an 

affiliated person of that Fund’s Adviser 

and/or Sub-Advisers. 

4. Applicants request that the order 

apply to the Initial Funds and any 

additional series of the Trust and any 

other existing or future open-end 

management investment company or 

existing or future series thereof (‘‘Future 

Funds’’ and together with the Initial 

Funds, ‘‘Funds’’), that operate as ETFs, 

and their respective existing or future 

Master Funds, and will track a specified 

index comprised of domestic or foreign 

equity and/or fixed income securities 

(each, an ‘‘Underlying Index’’). Any 

Fund will (a) be advised by an Initial 

Adviser or an entity controlling, 

controlled by, or under common control 

with an Initial Adviser (each, an 

‘‘Adviser’’) and (b) comply with the 

terms and conditions of the 

application.1

5. Applicants state that a Fund may 

operate as a Feeder Fund in a masterfeeder structure. Applicants request that 

the order permit a Feeder Fund to 

acquire shares of a Master Fund, which 

will be another registered investment 

company in the same group of 

investment companies having 

substantially the same investment 

objectives as the Feeder Fund, beyond 

the limitations in section 12(d)(1)(A) of 

the Act 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) of the 

Act (‘‘Master-Feeder Relief’’). 

Applicants may structure certain Feeder 

Funds to generate economies of scale 

and incur lower overhead costs.2 There 

would be no ability by Fund 

shareholders to exchange Shares of 

Feeder Funds for shares of another 

feeder series of the Master Fund. 

6. Each Fund, or its respective Master 

Fund, will hold certain securities, assets 

or other positions (‘‘Portfolio Holdings’’) 

selected to correspond generally to the 

performance of its Underlying Index. 

Certain Funds will be based on 

Underlying Indexes comprised solely of 

equity and/or fixed income securities 

issued by one or more of the following 

categories of issuers: (i) Domestic 

issuers and (ii) non-domestic issuers 

meeting the requirements for trading in 

U.S. markets. Other Funds will be based 

on Underlying Indexes that will be 

comprised solely of foreign and 

domestic, or solely foreign, equity and/ 

or fixed income securities (‘‘Foreign 

Funds’’). 

7. Applicants represent that each 

Fund, or its respective Master Fund, 

will invest at least 80% of its assets 

(excluding securities lending collateral) 

in the component securities of its 

respective Underlying Index 

(‘‘Component Securities’’), or, in the 

case of Fixed Income Funds,3 in the 

Component Securities of its respective 

Underlying Index and TBA 

Transactions 4 representing Component 

Securities and, in the case of Foreign 

Funds, Component Securities and 

Depositary Receipts 5 representing 


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Federal Register / Vol. 80, No. 20 / Friday, January 30, 2015 / Notices 5145 

representing foreign securities in which they seek 

to invest. Depositary Receipts are typically issued 

by a financial institution (a ‘‘depositary bank’’) and 

evidence ownership interests in a security or a pool 

of securities that have been deposited with the 

depositary bank. A Fund, or its respective Master 

Fund, will not invest in any Depositary Receipts 

that the Adviser or any Sub-Adviser deems to be 

illiquid or for which pricing information is not 

readily available. No affiliated person of a Fund, the 

Adviser or any Sub-Adviser will serve as the 

depositary bank for any Depositary Receipts held by 

a Fund, or its respective Master Fund, except a 

depositary bank that is deemed to be affiliated 

solely because a Fund owns greater than 5% of the 

outstanding voting securities of such depositary 

bank. 

6With respect to a Fund, or its respective Master 

Fund, that invests in a Wholly-Owned Subsidiary 

(defined below), the Fund, or its respective Master 

Fund, will look through the Wholly-Owned 

Subsidiary to determine whether certain assets fall 

within the 20% Asset Basket (as defined below). 

7Underlying Indexes that include both long and 

short positions in securities are referred to as 

‘‘Long/Short Indexes.’’ 

8Under accounting procedures followed by each 

Fund, trades made on the prior Business Day (‘‘T’’) 

will be booked and reflected in NAV on the current 

Business Day (T+1). Accordingly, the Funds will be 

able to disclose at the beginning of the Business Day 

the portfolio that will form the basis for the NAV 

calculation at the end of the Business Day. This 

disclosure will look through any Wholly-Owned 

Subsidiary (defined below) and identify the specific 

Portfolio Holdings held by that entity. 

9The licenses for the Self-Indexing Funds will 

specifically state that the Affiliated Index Provider 

(as defined below), or in case of a sub-licensing 

agreement, the Adviser, must provide the use of the 

Affiliated Indexes (as defined below) and related 

intellectual property at no cost to the Trust and the 

Self-Indexing Funds. 

10 In the event that an Adviser serves as the 

Affiliated Index Provider for a Self-Indexing Fund, 

the terms ‘‘Affiliated Index Provider’’ or ‘‘Index 

Provider,’’ with respect to that Self-Indexing Fund, 

will refer to the employees of the applicable 

Adviser that are responsible for creating, compiling 

and maintaining the relevant Underlying Index. 

11The Affiliated Indexes may be made available 

to registered investment companies, as well as 

separately managed accounts of institutional 

investors, foreign investment companies, and 

privately offered funds that are not deemed to be 

‘‘investment companies’’ in reliance on section 

3(c)(1) or 3(c)(7) of the Act for which the Adviser 

acts as adviser or subadviser (‘‘Affiliated 

Accounts’’) as well as other such registered 

investment companies, separately managed 

accounts, foreign investment companies, and 

privately offered funds for which it does not act 

either as adviser or subadviser (‘‘Unaffiliated 

Accounts’’). The Affiliated Accounts and the 

Unaffiliated Accounts, like the Funds, would seek 

to track the performance of one or more Underlying 

Index(es) by investing in the constituents of such 

Underlying Indexes or a representative sample of 

such constituents of the Underlying Index. 

Consistent with the relief requested from section 

17(a), the Affiliated Accounts will not engage in 

Creation Unit transactions with a Fund. 

12This disclosure will look through any WhollyOwned Subsidiary (defined below) and identify the 

specific Portfolio Holdings held by that entity. 

Component Securities.6 Each Fund, or 

its respective Master Fund, may also 

invest up to 20% (‘‘20% Asset Basket’’) 

of its assets in certain index futures, 

options, options on index futures, swap 

contracts or other derivatives, as related 

to its respective Underlying Index and 

its Component Securities, cash and cash 

equivalents, other investment 

companies, as well as in securities and 

other instruments not included in its 

Underlying Index but which the Adviser 

believes will help the Fund, or its 

respective Master Fund, track its 

Underlying Index. A Fund may also 

engage in short sales in accordance with 

its investment objective. 

8. The Trust may issue Funds that 

seek to track Underlying Indexes 

constructed using 130/30 investment 

strategies (‘‘130/30 Funds’’) or other 

long/short investment strategies (‘‘Long/ 

Short Funds’’). Each Long/Short Fund 

will establish (i) exposures equal to 

approximately 100% of the long 

positions specified by the Long/Short 

Index 7 and (ii) exposures equal to 

approximately 100% of the short 

positions specified by the Long/Short 

Index. Each 130/30 Fund will include 

strategies that: (i) Establish long 

positions in securities so that total long 

exposure represents approximately 

130% of a Fund’s net assets; and (ii) 

simultaneously establish short positions 

in other securities so that total short 

exposure represents approximately 30% 

of such Fund’s net assets. Each Business 

Day (as defined below), for each Long/ 

Short Fund and 130/30 Fund, the 

Adviser will provide full portfolio 

transparency on the Fund’s publicly 

available Web site (‘‘Web site’’) by 

making available the Fund’s, or its 

respective Master Fund’s, Portfolio 

Holdings before the commencement of 

trading of Shares on the Listing 

Exchange (defined below).8 The 

information provided on the Web site 

will be formatted to be reader-friendly. 

9. A Fund will utilize either a 

replication or representative sampling 

strategy to track its Underlying Index. A 

Fund using a replication strategy will 

invest in the Component Securities of 

its Underlying Index in the same 

approximate proportions as in such 

Underlying Index. A Fund using a 

representative sampling strategy will 

hold some, but not necessarily all of the 

Component Securities of its Underlying 

Index. Applicants state that a Fund 

using a representative sampling strategy 

will not be expected to track the 

performance of its Underlying Index 

with the same degree of accuracy as 

would an investment vehicle that 

invested in every Component Security 

of the Underlying Index with the same 

weighting as the Underlying Index. 

Applicants expect that each Fund, or its 

respective Master Fund, will have an 

annual tracking error relative to the 

performance of its Underlying Index of 

less than 5%. 

10. The Initial Funds are, and any 

Future Fund will be, entitled to use its 

Underlying Index pursuant to either a 

licensing agreement with the entity that 

compiles, creates, sponsors or maintains 

the Underlying Index (each, an ‘‘Index 

Provider’’) or a sub-licensing 

arrangement with the Adviser, which 

will have a licensing agreement with 

such Index Provider.9 A ‘‘Self-Indexing 

Fund’’ is a Fund for which an affiliated 

person, as defined in section 2(a)(3) of 

the Act, or an affiliated person of such 

person, of the Trust or a Fund, of the 

Adviser, of any Sub-Adviser to or 

promoter of a Fund, or of the Distributor 

(each, an ‘‘Affiliated Index Provider’’) 10

will serve as the Index Provider. In the 

case of Self-Indexing Funds, an 

Affiliated Index Provider will create a 

proprietary, rules-based methodology to 

create Underlying Indexes (each an 

‘‘Affiliated Index’’).11 Except with 

respect to the Self-Indexing Funds, no 

Index Provider is or will be an affiliated 

person, or an affiliated person of an 

affiliated person, of the Trust or a Fund, 

of the Adviser, of any Sub-Adviser to or 

promoter of a Fund, or of the 

Distributor. 

11. Applicants recognize that SelfIndexing Funds could raise concerns 

regarding the ability of the Affiliated 

Index Provider to manipulate the 

Underlying Index to the benefit or 

detriment of the Self-Indexing Fund. 

Applicants further recognize the 

potential for conflicts that may arise 

with respect to the personal trading 

activity of personnel of the Affiliated 

Index Provider who have knowledge of 

changes to an Underlying Index prior to 

the time that information is publicly 

disseminated. 

12. Applicants propose that each day 

that the Trust, the NYSE and the 

national securities exchange (as defined 

in section 2(a)(26) of the Act) (an 

‘‘Exchange’’) on which the Fund’s 

Shares are primarily listed (‘‘Listing 

Exchange’’) are open for business, 

including any day that a Fund is 

required to be open under section 22(e) 

of the Act (a ‘‘Business Day’’), each SelfIndexing Fund will post on its Web site, 

before commencement of trading of 

Shares on the Listing Exchange, the 

identities and quantities of the Portfolio 

Holdings held by the Fund, or its 

respective Master Fund, that will form 

the basis for the Fund’s calculation of its 

NAV at the end of the Business Day.12

Applicants believe that requiring SelfIndexing Funds to maintain full 

portfolio transparency will also provide 

an additional mechanism for addressing 

any such potential conflicts of interest. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
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13See, e.g., Rule 17j–1 under the Act and Section 

204A under the Advisers Act and Rules 204A–1 

and 206(4)–7 under the Advisers Act. 

14Each Adviser has also adopted or will adopt a 

code of ethics pursuant to Rule 17j–1 under the Act 

and Rule 204A–1 under the Advisers Act, which 

contains provisions reasonably necessary to prevent 

Access Persons (as defined in Rule 17j–1) from 

engaging in any conduct prohibited in Rule 17j–1 

(‘‘Code of Ethics’’). 

15The instruments and cash that the purchaser is 

required to deliver in exchange for the Creation 

Units it is purchasing is referred to as the ‘‘Portfolio 

Deposit.’’ 

16See, e.g., Emerging Global Advisors, LLC, et al., 

Investment Company Act Release Nos. 30910 (Feb. 

10, 2014) (notice) and 30975 (Mar. 7, 2014) (order); 

VTL Associates, LLC, et al., Investment Company 

Act Release Nos. 30763 (Oct. 24, 2013) (notice) and 

30789 (Nov. 19, 2013) (order); Guggenheim Funds 

Investment Advisors, LLC, Investment Company 

Act Release Nos. 30560 (June 14, 2013) (notice) and 

30598 (July 10, 2013) (order); and Sigma Investment 

Advisors, LLC, Investment Company Act Release 

Nos. 30559 (June 14, 2013) (notice) and 30597 (July 

10, 2013) (order). 

17The Funds must comply with the federal 

securities laws in accepting Deposit Instruments 

and satisfying redemptions with Redemption 

Instruments, including that the Deposit Instruments 

and Redemption Instruments are sold in 

transactions that would be exempt from registration 

under the Securities Act of 1933 (‘‘Securities Act’’). 

In accepting Deposit Instruments and satisfying 

redemptions with Redemption Instruments that are 

restricted securities eligible for resale pursuant to 

rule 144A under the Securities Act, the Funds will 

comply with the conditions of rule 144A. 

18The portfolio used for this purpose will be the 

same portfolio used to calculate the Fund’s NAV for 

the Business Day. 

19A tradeable round lot for a security will be the 

standard unit of trading in that particular type of 

security in its primary market. 

20This includes instruments that can be 

transferred in kind only with the consent of the 

original counterparty to the extent the Fund does 

not intend to seek such consents. 

21Because these instruments will be excluded 

from the Deposit Instruments and the Redemption 

Instruments, their value will be reflected in the 

determination of the Cash Amount (as defined 

below). 

22A Fund may only use sampling for this purpose 

if the sample: (i) Is designed to generate 

performance that is highly correlated to the 

performance of the Fund’s portfolio; (ii) consists 

entirely of instruments that are already included in 

the Fund’s portfolio; and (iii) is the same for all 

Authorized Participants on a given Business Day. 

13. In addition, applicants do not 

believe the potential for conflicts of 

interest raised by the Adviser’s use of 

the Underlying Indexes in connection 

with the management of the SelfIndexing Funds and the Affiliated 

Accounts will be substantially different 

from the potential conflicts presented by 

an adviser managing two or more 

registered funds. Both the Act and the 

Advisers Act contain various 

protections to address conflicts of 

interest where an adviser is managing 

two or more registered funds and these 

protections will also help address these 

conflicts with respect to the SelfIndexing Funds.13

14. Each Adviser and any SubAdviser has adopted or will adopt, 

pursuant to Rule 206(4)–7 under the 

Advisers Act, written policies and 

procedures reasonably designed to 

prevent violations of the Advisers Act 

and the rules thereunder. These include 

policies and procedures designed to 

minimize potential conflicts of interest 

among the Self-Indexing Funds and the 

Affiliated Accounts, such as cross 

trading policies, as well as those 

designed to ensure the equitable 

allocation of portfolio transactions and 

brokerage commissions. In addition, 

each Initial Adviser has adopted 

policies and procedures as required 

under section 204A of the Advisers Act, 

which are reasonably designed in light 

of the nature of its business to prevent 

the misuse, in violation of the Advisers 

Act or the Exchange Act or the rules 

thereunder, of material non-public 

information by the Initial Adviser or an 

associated person (‘‘Inside Information 

Policy’’). Any other Adviser or SubAdviser will be required to adopt and 

maintain a similar Inside Information 

Policy. In accordance with the Code of 

Ethics 14 and Inside Information Policy 

of each Adviser and Sub-Advisers, 

personnel of those entities with 

knowledge about the composition of the 

Portfolio Deposit 15 will be prohibited 

from disclosing such information to any 

other person, except as authorized in 

the course of their employment, until 

such information is made public. In 

addition, an Index Provider will not 

provide any information relating to 

changes to an Underlying Index’s 

methodology for the inclusion of 

component securities, the inclusion or 

exclusion of specific component 

securities, or methodology for the 

calculation or the return of component 

securities, in advance of a public 

announcement of such changes by the 

Index Provider. The Adviser will also 

include under Item 10.C of Part 2 of its 

Form ADV a discussion of its 

relationship to any Affiliated Index 

Provider and any material conflicts of 

interest resulting therefrom, regardless 

of whether the Affiliated Index Provider 

is a type of affiliate specified in Item 10. 

15. To the extent the Self-Indexing 

Funds transact with an affiliated person 

of the Adviser or Sub-Adviser, such 

transactions will comply with the Act, 

the rules thereunder and the terms and 

conditions of the requested order. In 

this regard, each Self-Indexing Fund’s 

board of directors or trustees (‘‘Board’’) 

will periodically review the SelfIndexing Fund’s use of an Affiliated 

Index Provider. Subject to the approval 

of the Self-Indexing Fund’s Board, an 

Adviser, affiliated persons of the 

Adviser (‘‘Adviser Affiliates’’) and 

affiliated persons of any Sub-Adviser 

(‘‘Sub-Adviser Affiliates’’) may be 

authorized to provide custody, fund 

accounting and administration and 

transfer agency services to the SelfIndexing Funds. Any services provided 

by the Adviser, Adviser Affiliates, SubAdviser and Sub-Adviser Affiliates will 

be performed in accordance with the 

provisions of the Act, the rules under 

the Act and any relevant guidelines 

from the staff of the Commission. 

Applications for prior orders granted to 

Self-Indexing Funds have received relief 

to operate such funds on the basis 

discussed above.16

16. The Shares of each Fund 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 below, 

purchasers will be required to purchase 

Creation Units by making an in-kind 

deposit of specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their Shares 

will receive an in-kind transfer of 

specified instruments (‘‘Redemption 

Instruments’’).17 On any given Business 

Day, the names and quantities of the 

instruments that constitute the Deposit 

Instruments and the names and 

quantities of the instruments that 

constitute the Redemption Instruments 

will be identical, unless the Fund is 

Rebalancing (as defined below). In 

addition, the Deposit Instruments and 

the Redemption Instruments will each 

correspond pro rata to the positions in 

the Fund’s portfolio (including cash 

positions) 18 except: (a) In the case of 

bonds, for minor differences when it is 

impossible to break up bonds beyond 

certain minimum sizes needed for 

transfer and settlement; (b) for minor 

differences when rounding is necessary 

to eliminate fractional shares or lots that 

are not tradeable round lots; 19 (c) TBA 

Transactions, short positions, 

derivatives and other positions that 

cannot be transferred in kind 20 will be 

excluded from the Deposit Instruments 

and the Redemption Instruments; 21(d) 

to the extent the Fund determines, on a 

given Business Day, to use a 

representative sampling of the Fund’s 

portfolio; 22 or (e) for temporary periods, 

to effect changes in the Fund’s portfolio 

as a result of the rebalancing of its 

Underlying Index (any such change, a 

‘‘Rebalancing’’). If there is a difference 

between the NAV attributable to a 

Creation Unit and the aggregate market 

value of the Deposit Instruments or 

Redemption Instruments exchanged for 

the Creation Unit, the party conveying 


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23 In determining whether a particular Fund will 

sell or redeem Creation Units entirely on a cash or 

in-kind basis (whether for a given day or a given 

order), the key consideration will be the benefit that 

would accrue to the Fund and its investors. For 

instance, in bond transactions, the Adviser may be 

able to obtain better execution than Share 

purchasers because of the Adviser’s size, experience 

and potentially stronger relationships in the fixed 

income markets. Purchases of Creation Units either 

on an all cash basis or in-kind are expected to be 

neutral to the Funds from a tax perspective. In 

contrast, cash redemptions typically require selling 

portfolio holdings, which may result in adverse tax 

consequences for the remaining Fund shareholders 

that would not occur with an in-kind redemption. 

As a result, tax consideration may warrant in-kind 

redemptions. 

24A ‘‘custom order’’ is any purchase or 

redemption of Shares made in whole or in part on 

a cash basis in reliance on clause (e)(i) or (e)(ii). 

25Applicants are not requesting relief from 

section 18 of the Act. Accordingly, a Master Fund 

may require a Transaction Fee payment to cover 

expenses related to purchases or redemptions of the 

Master Fund’s shares by a Feeder Fund only if it 

requires the same payment for equivalent purchases 

or redemptions by any other feeder fund. Thus, for 

example, a Master Fund may require payment of a 

Transaction Fee by a Feeder Fund for transactions 

for 20,000 or more shares so long as it requires 

payment of the same Transaction Fee by all feeder 

funds for transactions involving 20,000 or more 

shares. 

26Where a Fund permits an in-kind purchaser to 

substitute cash-in-lieu of depositing one or more of 

the requisite Deposit Instruments, the purchaser 

may be assessed a higher Transaction Fee to cover 

the cost of purchasing such Deposit Instruments. 

27Shares will be registered in book-entry form 

only. DTC or its nominee will be the record or 

registered owner of all outstanding Shares. 

Continued 

instruments with the lower value will 

also pay to the other an amount in cash 

equal to that difference (the ‘‘Cash 

Amount’’). 

17. Purchases and redemptions of 

Creation Units may be made in whole or 

in part on a cash basis, rather than in 

kind, solely under the following 

circumstances: (a) To the extent there is 

a Cash Amount; (b) if, on a given 

Business Day, the Fund announces 

before the open of trading that all 

purchases, all redemptions or all 

purchases and redemptions on that day 

will be made entirely in cash; (c) if, 

upon receiving a purchase or 

redemption order from an Authorized 

Participant (as defined below), the Fund 

determines to require the purchase or 

redemption, as applicable, to be made 

entirely in cash; 23 (d) if, on a given 

Business Day, the Fund requires all 

Authorized Participants purchasing or 

redeeming Shares on that day to deposit 

or receive (as applicable) cash in lieu of 

some or all of the Deposit Instruments 

or Redemption Instruments, 

respectively, solely because: (i) Such 

instruments are not eligible for transfer 

through either the NSCC or DTC 

(defined below); or (ii) in the case of 

Foreign Funds holding non-U.S. 

investments, such instruments are not 

eligible for trading due to local trading 

restrictions, local restrictions on 

securities transfers or other similar 

circumstances; or (e) if the Fund permits 

an Authorized Participant to deposit or 

receive (as applicable) cash in lieu of 

some or all of the Deposit Instruments 

or Redemption Instruments, 

respectively, solely because: (i) Such 

instruments are, in the case of the 

purchase of a Creation Unit, not 

available in sufficient quantity; (ii) such 

instruments are not eligible for trading 

by an Authorized Participant or the 

investor on whose behalf the 

Authorized Participant is acting; or (iii) 

a holder of Shares of a Foreign Fund 

holding non-U.S. investments would be 

subject to unfavorable income tax 

treatment if the holder receives 

redemption proceeds in kind.24

18. Creation Units will consist of 

specified large aggregations of Shares 

(e.g., 10,000 Shares), and it is expected 

that the initial trading price per 

individual Share will range from $10 to 

$100. All orders to purchase Creation 

Units must be placed with the 

Distributor by or through an 

‘‘Authorized Participant’’ which is 

either (1) a ‘‘Participating Party,’’ i.e., a 

broker-dealer (‘‘Broker’’) or other 

participant in the Continuous Net 

Settlement System of the NSCC, a 

clearing agency registered with the 

Commission, or (2) a participant in The 

Depository Trust Company (‘‘DTC’’) 

(‘‘DTC Participant’’), which, in either 

case, has signed a participant agreement 

with the Distributor. The Distributor 

will be responsible for transmitting the 

orders to the Funds and will furnish to 

those placing such orders confirmation 

that the orders have been accepted, but 

applicants state that the Distributor may 

reject any order which is not submitted 

in proper form. 

19. Each Business Day, before the 

open of trading on the Listing Exchange, 

each Fund will cause to be published 

through the NSCC the names and 

quantities of the instruments comprising 

the Deposit Instruments and the 

Redemption Instruments, as well as the 

estimated Cash Amount (if any), for that 

day. The list of Deposit Instruments and 

Redemption Instruments will apply 

until a new list is announced on the 

following Business Day, and there will 

be no intra-day changes to the list 

except to correct errors in the published 

list. Each Listing Exchange, or other 

major market data provider, will 

disseminate, every 15 seconds during 

regular Exchange trading hours, through 

the facilities of the Consolidated Tape 

Association, or other widely 

disseminated means, an amount for 

each Fund stated on a per individual 

Share basis representing the sum of (i) 

the estimated Cash Amount and (ii) the 

current value of the Deposit 

Instruments. 

20. Transaction expenses, including 

operational processing and brokerage 

costs, will be incurred by a Fund when 

investors purchase or redeem Creation 

Units in-kind and such costs have the 

potential to dilute the interests of the 

Fund’s existing shareholders. Each 

Fund will impose purchase or 

redemption transaction fees 

(‘‘Transaction Fees’’) in connection with 

effecting such purchases or redemptions 

of Creation Units. With respect to 

Feeder Funds, the Transaction Fee 

would be paid indirectly to the Master 

Fund.25 In all cases, such Transaction 

Fees will be limited in accordance with 

requirements of the Commission 

applicable to management investment 

companies offering redeemable 

securities. Since the Transaction Fees 

are intended to defray the transaction 

expenses as well as to prevent possible 

shareholder dilution resulting from the 

purchase or redemption of Creation 

Units, the Transaction Fees will be 

borne only by such purchasers or 

redeemers.26 The Distributor will be 

responsible for delivering the Fund’s 

prospectus to those persons acquiring 

Shares in Creation Units and for 

maintaining records of both the orders 

placed with it and the confirmations of 

acceptance furnished by it. In addition, 

the Distributor will maintain a record of 

the instructions given to the applicable 

Fund to implement the delivery of its 

Shares. 

21. Shares of each Fund will be listed 

and traded individually on an 

Exchange. It is expected that one or 

more member firms of an Exchange will 

be designated to act as a market maker 

(each, a ‘‘Market Maker’’) and maintain 

a market for Shares trading on the 

Exchange. Prices of Shares trading on an 

Exchange will be based on the current 

bid/offer market. Transactions involving 

the sale of Shares on an Exchange will 

be subject to customary brokerage 

commissions and charges. 

22. Applicants expect that purchasers 

of Creation Units will include 

institutional investors and arbitrageurs. 

Market Makers, acting in their roles to 

provide a fair and orderly secondary 

market for the Shares, may from time to 

time find it appropriate to purchase or 

redeem Creation Units. Applicants 

expect that secondary market 

purchasers of Shares will include both 

institutional and retail investors.27 The 


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Beneficial ownership of Shares will be shown on 

the records of DTC or the DTC Participants. 

28The Master Funds will not require relief from 

sections 2(a)(32) and 5(a)(1) because the Master 

Funds will issue individually redeemable 

securities. 

29The Master Funds will not require relief from 

Section 22(d) or Rule 22c–1 because shares of the 

Master Funds will not trade at negotiated prices in 

the secondary market. 

price at which Shares trade will be 

disciplined by arbitrage opportunities 

created by the option continually to 

purchase or redeem Shares in Creation 

Units, which should help prevent 

Shares from trading at a material 

discount or premium in relation to their 

NAV. 

23. Shares will not be individually 

redeemable, and owners of Shares may 

acquire those Shares from the Fund, or 

tender such Shares for redemption to 

the Fund, in Creation Units only. To 

redeem, an investor must accumulate 

enough Shares to constitute a Creation 

Unit. Redemption requests must be 

placed through an Authorized 

Participant. A redeeming investor may 

pay a Transaction Fee, calculated in the 

same manner as a Transaction Fee 

payable in connection with purchases of 

Creation Units. 

24. Neither the Trust nor any Fund 

will be advertised or marketed or 

otherwise held out as a traditional openend investment company or a ‘‘mutual 

fund.’’ Instead, each such Fund will be 

marketed as an ‘‘ETF.’’ All marketing 

materials that describe the features or 

method of obtaining, buying or selling 

Creation Units, or Shares traded on an 

Exchange, or refer to redeemability, will 

prominently disclose that Shares are not 

individually redeemable and will 

disclose that the owners of Shares may 

acquire those Shares from the Fund or 

tender such Shares for redemption to 

the Fund in Creation Units only. The 

Funds will provide copies of their 

annual and semi-annual shareholder 

reports to DTC Participants for 

distribution to beneficial owners of 

Shares. 

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of 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 (B) of the Act. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that 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 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the proposed 

transaction is consistent with the 

policies of the registered investment 

company and the general 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 provisions of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 

Section 2(a)(32) of the Act defines a 

redeemable security as any security, 

other than short-term paper, under the 

terms of which the owner, upon its 

presentation to the issuer, is entitled to 

receive approximately a proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because Shares 

will not be individually redeemable, 

applicants request an order that would 

permit the Funds to register as open-end 

management investment companies and 

issue Shares that are redeemable in 

Creation Units only.28 Applicants state 

that investors may purchase Shares in 

Creation Units and redeem Creation 

Units from each Fund. Applicants 

further state that because Creation Units 

may always be purchased and redeemed 

at NAV, the price of Shares on the 

secondary market should not vary 

materially from NAV. 

Section 22(d) of the Act and Rule 22c– 

1 under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security that is 

currently being offered to the public by 

or through an underwriter, except at a 

current public offering price described 

in the prospectus. Rule 22c–1 under the 

Act generally requires that a dealer 

selling, redeeming or repurchasing a 

redeemable security do so only at a 

price based on its NAV. Applicants state 

that 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. Thus, purchases and 

sales of Shares in the secondary market 

will not comply with section 22(d) of 

the Act and rule 22c–1 under the Act. 

Applicants request an exemption under 

section 6(c) from these provisions.29

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c–1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing Shares. Applicants maintain that 

while there is little legislative history 

regarding section 22(d), its provisions, 

as well as those of rule 22c–1, appear to 

have been designed to (a) prevent 

dilution caused by certain risklesstrading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers, 

and (c) ensure an orderly distribution of 

investment company shares by 

eliminating price competition from 

dealers offering shares at less than the 

published sales price and repurchasing 

shares at more than the published 

redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting Shares to trade in the 

secondary market at negotiated prices. 

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 

contend that the price at which Shares 

trade will be disciplined by arbitrage 

opportunities created by the option 

continually to purchase or redeem 

Shares in Creation Units, which should 

help prevent Shares from trading at a 

material discount or premium in 

relation to their NAV. 

Section 22(e) 

7. Section 22(e) of the Act generally 

prohibits a registered investment 

company from suspending the right of 

redemption or postponing the date of 

payment of redemption proceeds for 

more than seven days after the tender of 


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30Applicants acknowledge that no relief obtained 

from the requirements of section 22(e) will affect 

any obligations applicants may otherwise have 

under rule 15c6–1 under the Exchange Act 

requiring that most securities transactions be settled 

within three business days of the trade date. 

31Other feeder funds invested in any Master 

Fund are not seeking, and will not rely on, the 

section 22(e) relief requested herein. 

32 In addition, the requested exemption from 

section 22(e) would only apply to in-kind 

redemptions by the Feeder Funds and would not 

apply to in-kind redemptions by other feeder funds. 

33A ‘‘Fund of Funds Affiliate’’ is a Fund of Funds 

Adviser, Fund of Funds Sub-Adviser, Sponsor, 

promoter, and principal underwriter of a Fund of 

Funds, and any person controlling, controlled by, 

or under common control with any of those entities. 

A ‘‘Fund Affiliate’’ is an investment adviser, 

promoter, or principal underwriter of a Fund, or its 

respective Master Fund, and any person controlling, 

controlled by or under common control with any 

of these entities. 

a security for redemption. Applicants 

state that settlement of redemptions for 

Foreign Funds will be contingent not 

only on the settlement cycle of the 

United States market, but also on 

current delivery cycles in local markets 

for underlying foreign Portfolio 

Holdings held by a Foreign Fund. 

Applicants state that the delivery cycles 

currently practicable for transferring 

Redemption Instruments to redeeming 

investors, coupled with local market 

holiday schedules, may require a 

delivery process of up to fifteen (15) 

calendar days. Accordingly, with 

respect to Foreign Funds only, 

applicants hereby request relief under 

section 6(c) from the requirement 

imposed by section 22(e) to allow 

Foreign Funds to pay redemption 

proceeds within fifteen calendar days 

following the tender of Creation Units 

for redemption.30

8. Applicants believe that Congress 

adopted section 22(e) to prevent 

unreasonable, undisclosed or 

unforeseen delays in the actual payment 

of redemption proceeds. Applicants 

propose that allowing redemption 

payments for Creation Units of a Foreign 

Fund to be made within fifteen calendar 

days would not be inconsistent with the 

spirit and intent of section 22(e).31

Applicants suggest that a redemption 

payment occurring within fifteen 

calendar days following a redemption 

request would adequately afford 

investor protection. 

9. Applicants are not seeking relief 

from section 22(e) with respect to 

Foreign Funds that do not effect 

creations and redemptions of Creation 

Units in-kind.32

Section 12(d)(1) 

10. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring securities of an 

investment company if such securities 

represent more than 3% of the total 

outstanding voting stock of the acquired 

company, more than 5% of the total 

assets of the acquiring company, or, 

together with the securities of any other 

investment companies, more than 10% 

of the total assets of the acquiring 

company. Section 12(d)(1)(B) of the Act 

prohibits a registered open-end 

investment company, its principal 

underwriter and any other broker-dealer 

from knowingly selling the investment 

company’s shares to another investment 

company if the sale will cause the 

acquiring company to own more than 

3% of the acquired company’s voting 

stock, or if the sale will cause more than 

10% of the acquired company’s voting 

stock to be owned by investment 

companies generally. 

11. Applicants request an exemption 

to permit registered management 

investment companies and unit 

investment trusts (‘‘UITs’’) that are not 

advised or sponsored by the Adviser, 

and not part of the same ‘‘group of 

investment companies,’’ as defined in 

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

Funds (such management investment 

companies are referred to as ‘‘Investing 

Management Companies,’’ such UITs 

are referred to as ‘‘Investing Trusts,’’ 

and Investing Management Companies 

and Investing Trusts are collectively 

referred to as ‘‘Funds of Funds’’), to 

acquire 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 

registered under the Exchange Act, to 

sell Shares to Funds of Funds beyond 

the limits of section 12(d)(1)(B) of the 

Act. 

12. Each Investing Management 

Company will be advised by an 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act (the 

‘‘Fund of Funds Adviser’’) and may be 

sub-advised by investment advisers 

within the meaning of section 

2(a)(20)(B) of the Act (each, a ‘‘Fund of 

Funds Sub-Adviser’’). Any Fund of 

Funds Adviser will be registered under 

the Advisers Act. Any Fund of Funds 

Sub-Adviser will be registered under the 

Advisers Act or will not be required to 

register. Each Investing Trust will be 

sponsored by a sponsor (‘‘Sponsor’’). 

13. Applicants submit that the 

proposed conditions to the requested 

relief adequately address the concerns 

underlying the limits in sections 

12(d)(1)(A) and (B), which include 

concerns about undue influence by a 

fund of funds over underlying funds, 

excessive layering of fees and overly 

complex fund structures. Applicants 

believe that the requested exemption is 

consistent with the public interest and 

the protection of investors. 

14. Applicants believe that neither a 

Fund of Funds nor a Fund of Funds 

Affiliate would be able to exert undue 

influence over a Fund.33 To limit the 

control that a Fund of Funds may have 

over a Fund, applicants propose a 

condition prohibiting a Fund of Funds 

Adviser or Sponsor, any person 

controlling, controlled by, or under 

common control with a Fund of Funds 

Adviser or Sponsor, and any investment 

company and any issuer that would be 

an investment company but for sections 

3(c)(1) or 3(c)(7) of the Act that is 

advised or sponsored by a Fund of 

Funds Adviser or Sponsor, or any 

person controlling, controlled by, or 

under common control with a Fund of 

Funds Adviser or Sponsor (‘‘Fund of 

Funds Advisory Group’’) from 

controlling (individually or in the 

aggregate) a Fund, or its respective 

Master Fund, within the meaning of 

section 2(a)(9) of the Act. The same 

prohibition would apply to any Fund of 

Funds Sub-Adviser, any person 

controlling, controlled by or under 

common control with the Fund of 

Funds Sub-Adviser, and any investment 

company or issuer that would be an 

investment company but for sections 

3(c)(1) or 3(c)(7) of the Act (or portion 

of such investment company or issuer) 

advised or sponsored by the Fund of 

Funds Sub-Adviser or any person 

controlling, controlled by or under 

common control with the Fund of 

Funds Sub-Adviser (‘‘Fund of Funds 

Sub-Advisory Group’’). 

15. Applicants propose other 

conditions to limit the potential for 

undue influence over the Funds, or their 

respective Master Funds, including that 

no Fund of Funds or Fund of Funds 

Affiliate (except to the extent it is acting 

in its capacity as an investment adviser 

to a Fund) will cause a Fund, or its 

respective Master Fund, to purchase a 

security in an offering of securities 

during the existence of an underwriting 

or selling syndicate of which a principal 

underwriter is an Underwriting Affiliate 

(‘‘Affiliated Underwriting’’). An 

‘‘Underwriting Affiliate’’ is a principal 

underwriter in any underwriting or 

selling syndicate that is an officer, 

director, member of an advisory board, 

Fund of Funds Adviser, Fund of Funds 

Sub-Adviser, employee or Sponsor of 

the Fund of Funds, or a person of which 

any such officer, director, member of an 

advisory board, Fund of Funds Adviser 

or Fund of Funds Sub-Adviser, 

employee or Sponsor is an affiliated 

person (except that any person whose 


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34Any references to NASD Conduct Rule 2830 

include any successor or replacement FINRA rule 

to NASD Conduct Rule 2830. 

35A Fund, or its respective Master Fund, may 

invest in a wholly-owned subsidiary, organized 

under the laws of the Cayman Islands as an 

exempted company or under the laws of another 

non-U.S. jurisdiction (each, a ‘‘Wholly-Owned 

Subsidiary’’), in order to pursue its investment 

objectives and/or ensure that the Fund remains 

qualified as a registered investment company for 

U.S. federal income tax purposes. Certain WhollyOwned Subsidiaries may be investment companies 

or excluded from the definition of investment 

company by section 3(c)(1) or 3(c)(7) of the Act. For 

a Fund, or its respective Master Fund, that invests 

in a Wholly-Owned Subsidiary, the Adviser will 

serve as investment adviser to both the Fund, or its 

respective Master Fund, and the Wholly-Owned 

Subsidiary. A Feeder Fund will not invest in a 

Wholly-Owned Subsidiary. 

relationship to the Fund is covered by 

section 10(f) of the Act is not an 

Underwriting Affiliate). 

16. Applicants do not believe that the 

proposed arrangement will involve 

excessive layering of fees. The board of 

directors or trustees of any Investing 

Management Company, including a 

majority of the directors or trustees who 

are not ‘‘interested persons’’ within the 

meaning of section 2(a)(19) of the Act 

(‘‘disinterested directors or trustees’’), 

will find that the advisory fees charged 

under the contract are based on services 

provided that will be in addition to, 

rather than duplicative of, services 

provided under the advisory contract of 

any Fund, or its respective Master Fund, 

in which the Investing Management 

Company may invest. In addition, under 

condition B.5., a Fund of Funds 

Adviser, or a Fund of Funds’ trustee or 

Sponsor, as applicable, will waive fees 

otherwise payable to it by the Fund of 

Funds in an amount at least equal to any 

compensation (including fees received 

pursuant to any plan adopted by a 

Fund, or its respective Master Fund, 

under rule 12b–1 under the Act) 

received from a Fund by the Fund of 

Funds Adviser, trustee or Sponsor or an 

affiliated person of the Fund of Funds 

Adviser, trustee or Sponsor, other than 

any advisory fees paid to the Fund of 

Funds Adviser, trustee or Sponsor or its 

affiliated person by a Fund, in 

connection with the investment by the 

Fund of Funds in the Fund. Applicants 

state that any sales charges and/or 

service fees charged with respect to 

shares of a Fund of Funds will not 

exceed the limits applicable to a fund of 

funds as set forth in NASD Conduct 

Rule 2830.34

17. Applicants submit that the 

proposed arrangement will not create an 

overly complex fund structure. 

Applicants note that no Fund, nor its 

respective Master Fund, will acquire 

securities of any investment company or 

company relying on section 3(c)(1) or 

3(c)(7) of the Act in excess of the limits 

contained in section 12(d)(1)(A) of the 

Act, other than a Wholly-Owned 

Subsidiary,35 except to the extent 

permitted by exemptive relief from the 

Commission permitting the Fund, or its 

respective Master Fund, to purchase 

shares of other investment companies 

for short-term cash management 

purposes. To ensure a Fund of Funds is 

aware of the terms and conditions of the 

requested order, the Fund of Funds will 

enter into an agreement with the Fund 

(‘‘FOF Participation Agreement’’). The 

FOF Participation Agreement will 

include an acknowledgement from the 

Fund of Funds that it may rely on the 

order only to invest in the Funds and 

not in any other investment company. 

18. Applicants also note that a Fund 

may choose to reject a direct purchase 

of Shares in Creation Units by a Fund 

of Funds. To the extent that a Fund of 

Funds purchases Shares in the 

secondary market, a Fund would still 

retain its ability to reject any initial 

investment by a Fund of Funds in 

excess of the limits of section 

12(d)(1)(A) by declining to enter into a 

FOF Participation Agreement with the 

Fund of Funds. 

19. Applicants also are seeking the 

Master-Feeder Relief to permit the 

Feeder Funds to perform creations and 

redemptions of Shares in-kind in a 

master-feeder structure. Applicants 

assert that this structure is substantially 

identical to traditional master-feeder 

structures permitted pursuant to the 

exception provided in section 

12(d)(1)(E) of the Act. Section 

12(d)(1)(E) provides that the percentage 

limitations of section 12(d)(1)(A) and (B) 

shall not apply to a security issued by 

an investment company (in this case, 

the shares of the applicable Master 

Fund) if, among other things, that 

security is the only investment security 

held by the investing investment 

company (in this case, the Feeder 

Fund). Applicants believe the proposed 

master-feeder structure complies with 

section 12(d)(1)(E) because each Feeder 

Fund will hold only investment 

securities issued by its corresponding 

Master Fund; however, the Feeder 

Funds may receive securities other than 

securities of its corresponding Master 

Fund if a Feeder Fund accepts an inkind creation. To the extent that a 

Feeder Fund may be deemed to be 

holding both shares of the Master Fund 

and other securities, applicants request 

relief from section 12(d)(1)(A) and (B). 

The Feeder Funds would operate in 

compliance with all other provisions of 

section 12(d)(1)(E). 

Sections 17(a)(1) and (2) of the Act 

20. Sections 17(a)(1) and (2) of the Act 

generally prohibit an affiliated person of 

a registered investment company, or an 

affiliated person of such a person, from 

selling any security to or purchasing any 

security from the company. Section 

2(a)(3) of the Act defines ‘‘affiliated 

person’’ of another person to include (a) 

any person directly or indirectly 

owning, controlling or holding with 

power to vote 5% or more of the 

outstanding voting securities of the 

other person, (b) any person 5% or more 

of whose outstanding voting securities 

are directly or indirectly owned, 

controlled or held with the power to 

vote by the other person, and (c) any 

person directly or indirectly controlling, 

controlled by or under common control 

with the other person. Section 2(a)(9) of 

the Act defines ‘‘control’’ as the power 

to exercise a controlling influence over 

the management or policies of a 

company, and provides that a control 

relationship will be presumed where 

one person owns more than 25% of a 

company’s voting securities. The Funds 

may be deemed to be controlled by the 

Adviser or an entity controlling, 

controlled by or under common control 

with the Adviser and hence affiliated 

persons of each other. In addition, the 

Funds may be deemed to be under 

common control with any other 

registered investment company (or 

series thereof) advised by an Adviser or 

an entity controlling, controlled by or 

under common control with an Adviser 

(an ‘‘Affiliated Fund’’). Any investor, 

including Market Makers, owning 5% or 

holding in excess of 25% of the Trust or 

such Funds, may be deemed affiliated 

persons of the Trust or such Funds. In 

addition, an investor could own 5% or 

more, or in excess of 25% of the 

outstanding shares of one or more 

Affiliated Funds making that investor an 

affiliated person of an affiliated person 

of the Funds. 

21. Applicants request an exemption 

from sections 17(a)(1) and 17(a)(2) of the 

Act pursuant to sections 6(c) and 17(b) 

of the Act to permit persons that are 

affiliated persons of the Funds, or an 

affiliated person of such affiliated 

person of the Funds, solely by virtue of 

one or more of the following: (a) 

Holding 5% or more, or in excess of 

25%, of the outstanding Shares of one 

or more Funds; (b) an affiliation with a 

person with an ownership interest 

described in (a); or (c) holding 5% or 

more, or more than 25%, of the shares 

of one or more Affiliated Funds, to 

effectuate purchases and redemptions 

‘‘in-kind.’’ 


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36Although applicants believe that most Funds of 

Funds will purchase Shares in the secondary 

market and will not purchase Creation Units 

directly from a Fund, a Fund of Funds might seek 

to transact in Creation Units directly with a Fund 

that is an affiliated person of a Fund of Funds. To 

the extent that purchases and sales of Shares occur 

in the secondary market and not through principal 

transactions directly between a Fund of Funds and 

a Fund, relief from section 17(a) would not be 

necessary. However, 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 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 an affiliated person 

of an affiliated person 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. 

37Applicants acknowledge that the receipt of 

compensation by (a) an affiliated person of a Fund 

of Funds, or an affiliated person of such person, for 

the purchase by the Fund of Funds of Shares of a 

Fund or (b) an affiliated person of a Fund, or an 

affiliated person of such person, for the sale by the 

Fund of its Shares to a Fund of Funds, may be 

prohibited by section 17(e)(1) of the Act. The FOF 

Participation Agreement also will include this 

acknowledgment. 

22. Applicants assert that no useful 

purpose would be served by prohibiting 

such affiliated persons from making ‘‘inkind’’ purchases or ‘‘in-kind’’ 

redemptions of Shares of a Fund in 

Creation Units. Both the deposit 

procedures for ‘‘in-kind’’ purchases of 

Creation Units and the redemption 

procedures for ‘‘in-kind’’ redemptions of 

Creation Units will be effected in 

exactly the same manner for all 

purchases and redemptions, regardless 

of size or number. There will be no 

discrimination between purchasers or 

redeemers. Deposit Instruments and 

Redemption Instruments for each Fund 

will be valued in the identical manner 

as those Portfolio Holdings currently 

held by such Fund, or its respective 

Master Fund, and the valuation of the 

Deposit Instruments and Redemption 

Instruments will be made in an identical 

manner regardless of the identity of the 

purchaser or redeemer. Applicants do 

not believe that ‘‘in-kind’’ purchases 

and redemptions will result in abusive 

self-dealing or overreaching, but rather 

assert that such procedures will be 

implemented consistently with each 

Fund’s objectives and with the general 

purposes of the Act. Applicants believe 

that ‘‘in-kind’’ purchases and 

redemptions will be made on terms 

reasonable to Applicants and any 

affiliated persons because they will be 

valued pursuant to verifiable objective 

standards. The method of valuing 

Portfolio Holdings held by a Fund is 

identical to that used for calculating 

‘‘in-kind’’ purchase or redemption 

values and therefore creates no 

opportunity for affiliated persons or 

affiliated persons of affiliated persons of 

applicants to effect a transaction 

detrimental to the other holders of 

Shares of that Fund. Similarly, 

applicants submit that, by using the 

same standards for valuing Portfolio 

Holdings held by a Fund as are used for 

calculating ‘‘in-kind’’ redemptions or 

purchases, the Fund will ensure that its 

NAV will not be adversely affected by 

such securities transactions. Applicants 

also note that the ability to take deposits 

and make redemptions ‘‘in-kind’’ will 

help each Fund to track closely its 

Underlying Index and therefore aid in 

achieving the Fund’s objectives. 

23. Applicants also seek relief under 

sections 6(c) and 17(b) from section 

17(a) to permit a Fund that is an 

affiliated person, or an affiliated person 

of an affiliated person, of a Fund of 

Funds 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.36

Applicants state that the terms of the 

transactions are fair and reasonable and 

do not involve overreaching. Applicants 

note that any consideration paid by a 

Fund of Funds for the purchase or 

redemption of Shares directly from a 

Fund will be based on the NAV of the 

Fund.37 Applicants believe that any 

proposed transactions directly between 

the Funds and Funds of Funds will be 

consistent with the policies of each 

Fund of Funds. The purchase of 

Creation Units by a Fund of Funds 

directly from a Fund will be 

accomplished in accordance with the 

investment restrictions of any such 

Fund of Funds and will be consistent 

with the investment policies set forth in 

the Fund of Funds’ registration 

statement. Applicants also state that the 

proposed transactions are consistent 

with the general purposes of the Act and 

are appropriate in the public interest. 

24. To the extent that a Fund operates 

in a master-feeder structure, applicants 

also request relief permitting the Feeder 

Funds to engage in in-kind creations 

and redemptions with the applicable 

Master Fund. Applicants state that the 

customary section 17(a)(1) and 17(a)(2) 

relief would not be sufficient to permit 

such transactions because the Feeder 

Funds and the applicable Master Fund 

could also be affiliated by virtue of 

having the same investment adviser. 

However, applicants believe that inkind creations and redemptions 

between a Feeder Fund and a Master 

Fund advised by the same investment 

adviser do not involve ‘‘overreaching’’ 

by an affiliated person. Such 

transactions will occur only at the 

Feeder Fund’s proportionate share of 

the Master Fund’s net assets, and the 

distributed securities will be valued in 

the same manner as they are valued for 

the purposes of calculating the 

applicable Master Fund’s NAV. Further, 

all such transactions will be effected 

with respect to pre-determined 

securities and on the same terms with 

respect to all investors. Finally, such 

transaction would only occur as a result 

of, and to effectuate, a creation or 

redemption transaction between the 

Feeder Fund and a third-party investor. 

Applicants believe that the terms of the 

proposed transactions are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, the proposed transactions 

are consistent with the policy of each 

Fund and will be consistent with the 

investment objectives and policies of 

each Fund of Funds, and the proposed 

transactions are consistent with the 

general purposes of the Act. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

A. ETF Relief 

1. The requested relief to permit ETF 

operations, other than the Master-Feeder 

Relief, will expire on the effective date 

of any Commission rule under the Act 

that provides relief permitting the 

operation of index-based ETFs. 

2. As long as a Fund operates in 

reliance on the requested order, the 

Shares of such Fund will be listed on an 

Exchange. 

3. Neither the Trust nor any Fund will 

be advertised or marketed as an openend investment company or a mutual 

fund. Any advertising material that 

describes the purchase or sale of 

Creation Units or refers to redeemability 

will prominently disclose that Shares 

are not individually redeemable and 

that owners of Shares may acquire those 

Shares from the Fund and tender those 

Shares for redemption to a Fund in 

Creation Units only. 

4. The Web site, which is and will be 

publicly accessible at no charge, will 

contain, on a per Share basis for each 

Fund, the prior Business Day’s NAV and 

the market closing price or the midpoint 

of the bid/ask spread at the time of the 

calculation of such NAV (‘‘Bid/Ask 

Price’’), and a calculation of the 

premium or discount of the market 

closing price or Bid/Ask Price against 

such NAV. 

5. Each Self-Indexing Fund, Long/

Short Fund and 130/30 Fund will post 

on the Web site on each Business Day, 


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before commencement of trading of 

Shares on the Exchange, the Fund’s, or 

its respective Master Fund’s, Portfolio 

Holdings. 

6. No Adviser or any Sub-Adviser to 

a Self-Indexing Fund, directly or 

indirectly, will cause any Authorized 

Participant (or any investor on whose 

behalf an Authorized Participant may 

transact with the Self-Indexing Fund) to 

acquire any Deposit Instrument for the 

Self-Indexing Fund, or its respective 

Master Fund, through a transaction in 

which the Self-Indexing Fund, or its 

respective Master Fund, could not 

engage directly. 

B. Fund of Funds Relief 

1. The members of a Fund of Funds’ 

Advisory Group will not control 

(individually or in the aggregate) a 

Fund, or its respective Master Fund, 

within the meaning of section 2(a)(9) of 

the Act. The members of a Fund of 

Funds’ Sub-Advisory Group will not 

control (individually or in the aggregate) 

a Fund, or its respective Master Fund, 

within the meaning of section 2(a)(9) of 

the Act. If, as a result of a decrease in 

the outstanding voting securities of a 

Fund, the Fund of Funds’ Advisory 

Group or the Fund of Funds’ SubAdvisory Group, each in the aggregate, 

becomes a holder of more than 25 

percent of the outstanding voting 

securities of a Fund, it will vote its 

Shares of the Fund in the same 

proportion as the vote of all other 

holders of the Fund’s Shares. This 

condition does not apply to the Fund of 

Funds’ Sub-Advisory Group with 

respect to a Fund, or its respective 

Master Fund, for which the Fund of 

Funds’ Sub-Adviser or a person 

controlling, controlled by or under 

common control with the Fund of 

Funds’ Sub-Adviser acts as the 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act. 

2. No Fund of Funds or Fund of 

Funds Affiliate will cause any existing 

or potential investment by the Fund of 

Funds in a Fund to influence the terms 

of any services or transactions between 

the Fund of Funds or Fund of Funds 

Affiliate and the Fund, or its respective 

Master Fund, or a Fund Affiliate. 

3. The board of directors or trustees of 

an Investing Management Company, 

including a majority of the disinterested 

directors or trustees, will adopt 

procedures reasonably designed to 

ensure that the Fund of Funds Adviser 

and Fund of Funds Sub-Adviser are 

conducting the investment program of 

the Investing Management Company 

without taking into account any 

consideration received by the Investing 

Management Company or a Fund of 

Funds Affiliate from a Fund, or its 

respective Master Fund, or Fund 

Affiliate in connection with any services 

or transactions. 

4. Once an investment by a Fund of 

Funds in the securities of a Fund 

exceeds the limits in section 

12(d)(1)(A)(i) of the Act, the Board of 

the Fund, or its respective Master Fund, 

including a majority of the directors or 

trustees who are not ‘‘interested 

persons’’ within the meaning of section 

2(a)(19) of the Act (‘‘non-interested 

Board members’’), will determine that 

any consideration paid by the Fund, or 

its respective Master Fund, to the Fund 

of Funds or a Fund of Funds Affiliate 

in connection with any services or 

transactions: (i) Is fair and reasonable in 

relation to the nature and quality of the 

services and benefits received by the 

Fund, or its respective Master Fund; (ii) 

is within the range of consideration that 

the Fund would be required to pay to 

another unaffiliated entity in connection 

with the same services or transactions; 

and (iii) does not involve overreaching 

on the part of any person concerned. 

This condition does not apply with 

respect to any services or transactions 

between a Fund, or its respective Master 

Fund, and its investment adviser(s), or 

any person controlling, controlled by or 

under common control with such 

investment adviser(s). 

5. The Fund of Funds Adviser, or 

trustee or Sponsor of an Investing Trust, 

as applicable, will waive fees otherwise 

payable to it by the Fund of Funds in 

an amount at least equal to any 

compensation (including fees received 

pursuant to any plan adopted by a 

Fund, or its respective Master Fund, 

under rule 12b–l under the Act) 

received from a Fund, or its respective 

Master Fund, by the Fund of Funds 

Adviser, or trustee or Sponsor of the 

Investing Trust, or an affiliated person 

of the Fund of Funds Adviser, or trustee 

or Sponsor of the Investing Trust, other 

than any advisory fees paid to the Fund 

of Funds Adviser, or trustee or Sponsor 

of an Investing Trust, or its affiliated 

person by the Fund, or its respective 

Master Fund, in connection with the 

investment by the Fund of Funds in the 

Fund. Any Fund of Funds Sub-Adviser 

will waive fees otherwise payable to the 

Fund of Funds Sub-Adviser, directly or 

indirectly, by the Investing Management 

Company in an amount at least equal to 

any compensation received from a 

Fund, or its respective Master Fund, by 

the Fund of Funds Sub-Adviser, or an 

affiliated person of the Fund of Funds 

Sub-Adviser, other than any advisory 

fees paid to the Fund of Funds SubAdviser or its affiliated person by the 

Fund, or its respective Master Fund, in 

connection with the investment by the 

Investing Management Company in the 

Fund made at the direction of the Fund 

of Funds Sub-Adviser. In the event that 

the Fund of Funds Sub-Adviser waives 

fees, the benefit of the waiver will be 

passed through to the Investing 

Management Company. 

6. No Fund of Funds or Fund of 

Funds Affiliate (except to the extent it 

is acting in its capacity as an investment 

adviser to a Fund) will cause a Fund, or 

its respective Master Fund, to purchase 

a security in any Affiliated 

Underwriting. 

7. The Board of a Fund, or its 

respective Master Fund, including a 

majority of the non-interested Board 

members, will adopt procedures 

reasonably designed to monitor any 

purchases of securities by the Fund, or 

its respective Master Fund, in an 

Affiliated Underwriting, once an 

investment by a Fund of Funds in the 

securities of the Fund exceeds the limit 

of section 12(d)(1)(A)(i) of the Act, 

including any purchases made directly 

from an Underwriting Affiliate. The 

Board will review these purchases 

periodically, but no less frequently than 

annually, to determine whether the 

purchases were influenced by the 

investment by the Fund of Funds in the 

Fund. The Board will consider, among 

other things: (i) Whether the purchases 

were consistent with the investment 

objectives and policies of the Fund, or 

its respective Master Fund; (ii) how the 

performance of securities purchased in 

an Affiliated Underwriting compares to 

the performance of comparable 

securities purchased during a 

comparable period of time in 

underwritings other than Affiliated 

Underwritings or to a benchmark such 

as a comparable market index; and (iii) 

whether the amount of securities 

purchased by the Fund, or its respective 

Master Fund, in Affiliated 

Underwritings and the amount 

purchased directly from an 

Underwriting Affiliate have changed 

significantly from prior years. The 

Board will take any appropriate actions 

based on its review, including, if 

appropriate, the institution of 

procedures designed to ensure that 

purchases of securities in Affiliated 

Underwritings are in the best interest of 

shareholders of the Fund. 

8. Each Fund, or its respective Master 

Fund, will maintain and preserve 

permanently in an easily accessible 

place a written copy of the procedures 

described in the preceding condition, 

and any modifications to such 

procedures, and will maintain and 

preserve for a period of not less than six 

years from the end of the fiscal year in 


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which any purchase in an Affiliated 

Underwriting occurred, the first two 

years in an easily accessible place, a 

written record of each purchase of 

securities in Affiliated Underwritings 

once an investment by a Fund of Funds 

in the securities of the Fund exceeds the 

limit of section 12(d)(1)(A)(i) of the Act, 

setting forth from whom the securities 

were acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the Board’s determinations were made. 

9. Before investing in a Fund in 

excess of the limit in section 

12(d)(1)(A), a Fund of Funds and the 

Trust will execute a FOF Participation 

Agreement stating, without limitation, 

that their respective boards of directors 

or trustees and their investment 

advisers, or trustee and Sponsor, as 

applicable, understand the terms and 

conditions of the order, and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

Shares of a Fund in excess of the limit 

in section 12(d)(1)(A)(i), a Fund of 

Funds will notify the Fund of the 

investment. At such time, the Fund of 

Funds will also transmit to the Fund a 

list of the names of each Fund of Funds 

Affiliate and Underwriting Affiliate. The 

Fund of Funds will notify the Fund of 

any changes to the list of the names as 

soon as reasonably practicable after a 

change occurs. The Fund and the Fund 

of Funds will maintain and preserve a 

copy of the order, the FOF Participation 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six years thereafter, the first 

two years in an easily accessible place. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Investing Management Company 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

contract are based on services provided 

that will be in addition to, rather than 

duplicative of, the services provided 

under the advisory contract(s) of any 

Fund, or its respective Master Fund, in 

which the Investing Management 

Company may invest. These findings 

and their basis will be fully recorded in 

the minute books of the appropriate 

Investing Management Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of a 

Fund of Funds will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

12. No Fund, or its respective Master 

Fund, will acquire securities of an 

investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, other 

than any Wholly-Owned Subsidiary, 

and except to the extent (i) the Fund, or 

its respective Master Fund, acquires 

securities of another investment 

company pursuant to exemptive relief 

from the Commission permitting the 

Fund, or its respective Master Fund, to 

acquire securities of one or more 

investment companies for short-term 

cash management purposes or (ii) the 

Fund acquires securities of the Master 

Fund pursuant to the Master-Feeder 

Relief. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–01750 Filed 1–29–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31427; 812–14362] 

Goldman Sachs ETF Trust, et al.; 

Notice of Application 

January 26, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘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 

(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 (B) of the 

Act. 

APPLICANTS: Goldman Sachs ETF Trust 

(the ‘‘Trust’’), Goldman Sachs Asset 

Management, L.P., GS Investment 

Strategies, LLC, and Goldman Sachs 

Asset Management International (each, 

an ‘‘Initial Adviser’’), and ALPS 

Distributors, Inc. (the ‘‘Initial 

Distributor’’). 

SUMMARY OF APPLICATION: Applicants 

request an order that permits: (a) 

Actively-managed series of certain 

open-end management investment 

companies to issue shares (‘‘Shares’’) 

redeemable in large aggregations only 

(‘‘Creation Units’’); (b) secondary market 

transactions in Shares to occur at 

negotiated market prices; (c) certain 

series to pay redemption proceeds, 

under certain circumstances, more than 

seven days from the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series 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 

series to acquire Shares; and certain 

series to perform creations and 

redemptions of Creation Units in-kind 

in a master-feeder structure. 

DATES: Filing Dates: The application was 

filed on September 19, 2014 and 

amended on December 23, 2014 and 

January 20, 2015. 

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 February 20, 2015, 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, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: The Trust, Goldman Sachs 

Asset Management, L.P., and GS 

Investment Strategies, LLC, 200 West 

Street, New York, New York 10282; 

Goldman Sachs Asset Management 

International, River Court, 120 Fleet 

Street, London, EC4A 2BE, United 

Kingdom; and the Initial Distributor, 

1290 Broadway, Suite 1100, Denver, 

Colorado 80203. 

FOR FURTHER INFORMATION CONTACT: 

Mark Zaruba, Senior Counsel, at (202) 

551–6878 or Dalia Blass, Assistant Chief 

Counsel, 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 

Web site 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. 


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