Federal Register / Vol. 81, No. 29 / Friday, February 12, 2016 / Notices 7619 

6 15 U.S.C. 78s(b)(3)(a)(iii). 

7 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

the proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 8 17 CFR 200.30–3(a)(12). 

1Applicants request that the order apply to each 

existing and future series of the Trusts and to each 

existing and future registered open-end investment 

company or series thereof that is advised by SFIMC 

or its successor or by any entity controlling, 

controlled by or under common control with SFIMC 

or its successor and is part of the same ‘‘group of 

Continued 

19(b)(3)(A)(iii) of the Act 6 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.7

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) Necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

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– 

Phlx–2016–16 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–Phlx–2016–16. 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 Web site (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 Web site 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; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–Phlx– 

2016–16 and should be submitted on or 

before March 4, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.8

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02836 Filed 2–11–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31988; File No. 812–14558] 

State Farm Associates’ Funds Trust, et 

al.; Notice of Application 

February 8, 2016. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) for an exemption from sections 

12(d)(1)(A), (B), and (C) of the Act and 

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

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

and (2) of the Act. The requested order 

would permit certain registered openend investment companies to acquire 

shares of certain registered open-end 

investment companies, registered 

closed-end investment companies, 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. 

Applicants: State Farm Associates’ 

Funds Trust, State Farm Mutual Fund 

Trust and State Farm Variable Product 

Trust, each a Delaware statutory trust 

and registered under the Act as an openend management investment company 

with multiple series (each, a ‘‘Trust’’); 

State Farm Investment Management 

Corp. (‘‘SFIMC’’), a Delaware 

Corporation registered as an investment 

adviser under the Investment Advisers 

Act of 1940; and State Farm VP 

Management Corp., a Delaware 

corporation, registered as a brokerdealer under the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’). 

DATES: Filing Dates: The application was 

filed on October 2, 2015, and amended 

on January 5, 2016. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 4, 2016 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: Brent J. Fields, Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: c/o Mr. David Moore, State 

Farm Investment Management Corp., 

One State Farm Plaza, Bloomington, IL 

61710–0001. 

FOR FURTHER INFORMATION CONTACT: Jean 

E. Minarick, Senior Counsel, at (202) 

551–6811, or Daniele Marchesani, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

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. 

Summary of the Application 

1. Applicants request an order to 

permit (a) a Fund 1 (each a ‘‘Fund of 


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7620 Federal Register / Vol. 81, No. 29 / Friday, February 12, 2016 / Notices 

investment companies’’ as the Trusts (each, a 

‘‘Fund’’). 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 closedend investment companies, that hold themselves 

out to investors as related companies for purposes 

of investment and investor services. 

2Certain 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’’). 

3Applicants do not request relief for the Funds 

of Funds to invest in reliance on the order in 

closed-end investment companies that are not listed 

and traded on a national securities exchange. 

4A Fund of Funds generally would purchase and 

sell shares of an Underlying Fund that operates as 

an ETF through secondary market transactions 

rather than through principal transactions with the 

Underlying Fund. Applicants nevertheless request 

relief from section 17(a) to permit a Fund of Funds 

to purchase or redeem shares from the ETF. A Fund 

of Funds will purchase and sell shares of an 

Underlying Fund that is a closed-end fund through 

secondary market transactions at market prices 

rather than through principal transactions with the 

closed-end fund. Accordingly, applicants are not 

requesting section 17(a) relief with respect to 

transactions in shares of closed-end funds. 

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

2 17 CFR 240.19b–4. 

Funds’’) to acquire shares of Underlying 

Funds 2 in excess of the limits in 

sections 12(d)(1)(A) and (C) of the Act 

and (b) the Underlying Funds that are 

registered open-end investment 

companies or series thereof, their 

principal underwriters and any broker 

or dealer registered under the Exchange 

Act to sell shares of the Underlying 

Fund to the Fund of Funds in excess of 

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

Act.3 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.4 Applicants 

state that such transactions will be 

consistent with the policies of each 

Fund of Funds and each Underlying 

Fund and with the general purposes of 

the Act and will be based on the net 

asset values of the Underlying Funds. 

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. 

Robert W. Errett, 

Deputy Secretary. 

[FR Doc. 2016–02834 Filed 2–11–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77080; File No. SR– 

NASDAQ–2016–019] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Include 

NextShares in the Lead Market Maker 

Program 

February 8, 2016. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

2, 2016, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by Nasdaq. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes to add NextShares to 

the list of securities eligible to be 

Qualified Securities under the Lead 

Market Maker Program of Rule 7014(f) 

and to make a technical change to the 

rule. Nasdaq will implement the 

proposed rule change on February 26, 

2016. 

The text of the proposed rule change 

is available on the Nasdaq’s Web site at 

http://nasdaq.cchwallstreet.com, at the 

principal office of Nasdaq, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. Nasdaq has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Background 

Nasdaq is proposing to include 

NextShares, listed under Rule 5745, to 

the list of securities eligible to be treated 

as a Qualified Security under the Lead 

Market Maker (‘‘LMM’’) Program of Rule 

7014(f). 

The LMM Program is designed to 

provide incentive to market makers to 

make markets in certain relatively 

illiquid exchange-traded products 

(‘‘ETPs’’). To achieve this goal, Nasdaq 

provides credits to a designated LMM 

for execution of a Qualified Security. 

Under Rule 7014(f)(1), a security may be 

designated as a ‘‘Qualified Security’’ if: 

(A) It is an exchange-traded fund or 

index-linked security listed on Nasdaq 

pursuant to Nasdaq Rules 5705, 5710, 

5720, or 5735; and (B) it has at least one 

LMM. 

An LMM is a registered Nasdaq 

market maker for a Qualified Security 

that has committed to maintain 

minimum performance standards, 

which are based on certain percentages 


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