Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 7391 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(2). 

11 15 U.S.C. 78s(b)(2)(B). 12 17 CFR 200.30–3(a)(12). 

market participants can readily favor 

competing venues. 

In such an environment, the Exchange 

must continually review, and consider 

adjusting, its fees and credits to remain 

competitive with other exchanges. For 

the reasons described above, the 

Exchange believes that the proposed 

rule change reflects this competitive 

environment. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change is effective 

upon filing pursuant to Section 

19(b)(3)(A) 9 of the Act and 

subparagraph (f)(2) of Rule 19b–4 10

thereunder, because it establishes a due, 

fee, or other charge imposed by the 

Exchange. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 11 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEARCA–2016–24 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–NYSEARCA–2016–24. 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 such 

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– 

NYSEARCA–2016–24, and should be 

submitted on or before March 3, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2016–02732 Filed 2–10–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31986; File No. 812–14505] 

Good Hill Partners LP and Good Hill 

ETF Trust; Notice of Application 

February 5, 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, 

business development companies, as 

defined in section 2(a)(48) of the Act, 

and 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: Good Hill ETF Trust, a 

Massachusetts business trust that 

intends to register under the Act as an 

open-end management investment 

company with multiple series and Good 

Hill Partners LP, a Delaware limited 

partnership registered as an investment 

adviser under the Investment Advisers 

Act of 1940. 

FILING DATES: The application was filed 

on June 30, 2015 and amended on 

October 16, 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 March 1, 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: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: c/o William Hauf, Good Hill 

Partners LP, 1599 Post Road East, 

Westport, Connecticut 06880. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or James M. Curtis, 

Branch Chief, at (202) 551–6712 

(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 

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7392 Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 

1Applicants request that the order apply to each 

existing and future series of Good Hill ETF Trust 

and to each existing and future registered open-end 

investment company or series thereof that is 

advised by Good Hill Partners LP or its successor 

or by any entity controlling, controlled by or under 

common control with Good Hill Partners LP or its 

successor and is part of the same ‘‘group of 

investment companies’’ as Good Hill ETF Trust 

(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 investment companies, including 

closed-end investment companies and business 

development companies, that hold themselves out 

to investors as related companies for purposes of 

investment and investor services. 

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 represent that a Funds of Funds will 

not invest in reliance on the order in business 

development companies or 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 

(including business development companies). 

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

2 17 CFR 240.19b–4. 

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 

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 Securities 

Exchange Act of 1934 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. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2016–02764 Filed 2–10–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77074; File No. SR– 

NYSEMKT–2016–14] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending 

Supplementary Material .10 to Rule 

103B—Equities To Provide That Any 

Senior Official of a Listed Company 

With the Rank of Corporate Secretary 

or Higher Can Sign the Written 

Request of a Listed Company Seeking 

To Change Its Designated Market 

Maker Unit 

February 5, 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 January 

27, 2016, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) 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 the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Supplementary Material .10 to Rule 

103B—Equities to provide that any 

senior official of a listed company with 

the rank of Corporate Secretary or 

higher can sign the written request of a 

listed company seeking to change its 

designated market maker (‘‘DMM’’) unit. 

The proposed rule change is available 

on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

mstockstill on DSK4VPTVN1PROD with NOTICES