46576 Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 

16See Securities Exchange Act Release Nos. 

76127 (October 9, 2015), 80 FR 62584 (October 16, 

2015) (order approving SR–NYSE–2015–36); 72669 

(July 24, 2014), 79 FR 44234 (July 30, 2014) (order 

approving SR–NASDAQ–2014–058); 65963 

(December 15, 2011), 76 FR 79262 (December 21, 

2011) (order approving SR–NASDAQ–2011–122). 

17 15 U.S.C. 78f(b)(4), (5), and (8). 

18 15 U.S.C. 78s(b)(2). 

19 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Rule 716(c). 

4See Rule 716(a). 

5A ‘‘Response’’ is an electronic message that is 

sent by members in response to a broadcast 

message. See Rule 716(b). 

6See Supplementary Material .04 to Rule 716. 

7Responses and orders and quotes on the order 

book at the time the block order is executed that 

are priced better than the block execution price are 

executed at the block execution price. See Rule 

716(c)(2)(i). 

8See Rule 716(c)(2). 

The Commission believes that the 

Exchange has provided a sufficient basis 

for its different treatment of Eligible 

New Listings that list prior to October 

1, 2017 and that this portion of the 

Exchange’s proposal meets the 

requirements of the Act. In making this 

determination, the Commission notes 

that the provision of services under 

Section 146 of the Company Guide is for 

a limited duration and that the 

Exchange has provided a reasonable 

basis for deciding to treat Eligible New 

Listings that list prior to October 1, 2017 

differently from other listed companies 

going forward. The Commission notes 

that at the time such companies listed, 

they had an expectation, if they 

intended to utilize the corporate 

governance tools, to be able to do so for 

the entire 24 month period as set forth 

in the current rule. To allow such 

companies listed prior to October 1, 

2017 to finish utilizing corporate 

governance tools for any remainder of 

their 24 month period appears to be 

reasonable, equitable, and not unfairly 

discriminatory. In addition, the 

Commission notes that the October 1, 

2017 date, to curtail the offering of 

corporate governance tools for Eligible 

New Listings that list on or after that 

date, was transparent and published for 

comment in advance of approval by the 

Commission in the order discussed 

herein. As noted above, the Commission 

received no comments on the proposal. 

Finally, the Commission has also 

previously approved proposals 

providing different services to newlylisted issuers, including those 

transferring their listing from another 

exchange, and has found this consistent 

with Sections 6(b)(4) and 6(b)(5) of the 

Act.16

Accordingly, the Commission finds 

that the proposed rule change is 

consistent with the requirements of the 

Act and, in particular, that the products 

and services provided under Section 

146 of the Company Guide are equitably 

allocated among issuers consistent with 

Section 6(b)(4) of the Act, the proposed 

rule change does not unfairly 

discriminate among issuers consistent 

with Section 6(b)(5) of the Act, and the 

proposed rule change is appropriate and 

consistent with Section 6(b)(8) of the 

Act in that it does not impose any 

burden on competition not necessary or 

appropriate in furtherance of the 

purposes of the Act.17

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,18 that the 

proposed rule change (SR–NYSEAMER– 

2017–05), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.19

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21415 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81772; File No. SR–ISE– 

2017–84] 

Self-Regulatory Organizations; Nasdaq 

ISE, LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Rule 716(c) on 

the Block Order Mechanism 

September 29, 2017. 

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 

September 18, 2017, Nasdaq ISE, LLC 

(‘‘ISE’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘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 

Rule 716(c) to more accurately describe 

the allocation methodology used in the 

Block Order Mechanism, add language 

regarding how the block execution price 

is determined, and describe the content 

of the broadcast message disseminated 

to members upon the entry of an order 

into the mechanism. 

The text of the proposed rule change 

is available on the Exchange’s Web site 

at www.ise.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 

Exchange 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. The 

Exchange 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 

The Block Order Mechanism is a 

process by which a member can obtain 

liquidity for the execution of blocksized orders,3 defined as orders for fifty 

contracts or more.4 When an order is 

entered in the Block Order Mechanism, 

that order is exposed to members who 

are given an opportunity to respond 

with the prices and sizes at which they 

would be willing to trade with the 

block-sized order.5 The exposure period 

is designated by the Exchange via 

circular, but must be no less than 100 

milliseconds and no more than 1 

second.6 At the conclusion of the 

exposure period, either an execution 

will occur at a single block execution 

price,7 or the order will be cancelled.8

The purpose of the proposed rule 

change is to amend Rule 716(c) to more 

accurately describe the allocation 

methodology used in the Block Order 

Mechanism, add language regarding 

how the block execution price is 

determined, and describe the content of 

the broadcast message disseminated to 

members upon the entry of an order into 

the mechanism. The Exchange believes 

that these changes will increase 

transparency around the operation of 

the Block Order Mechanism to the 

benefit of members and market 

participants. 

Currently, Rule 716(c)(2)(ii) provides 

that Responses, quotes, and Professional 


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Federal Register / Vol. 82, No. 192 / Thursday, October 5, 2017 / Notices 46577 

9The term ‘‘Professional Order’’ means an order 

that is for the account of a person or entity that is 

not a Priority Customer. See Rule 100(a)(37C). 

10See Rule 716(d). 

11See Rule 716(e). 

12See Rule 723. 

13Supplementary Material .01(b) to Rule 713 

provides that, if the PMM is quoting at the best 

price, it has participation rights equal to the greater 

of the proportion of the total size at the best price 

represented by the size of its quote, or a percentage 

allocation entitlement based on the number of other 

Professional Orders and market maker quotations at 

the best price. 

14See GEMX and MRX Rule 716(c)(1). 

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

16 15 U.S.C. 78f(b)(5). 

Orders 9 at the block execution price 

will participate in the execution of the 

block-size order according to Rule 

713(e)—i.e., the Exchange’s regular 

allocation rule. As implemented today, 

however, interest that is executed in the 

Block Order Mechanism follows the 

customer priority pro-rata allocation 

methodology designed for the 

Exchange’s auction mechanisms, 

including, for example, the Facilitation 

Mechanism,10 Solicited Order 

Mechanism,11 and Price Improvement 

Mechanism,12 with the exception that 

those two-sided auction mechanisms 

also allocate contracts against the contra 

order. This auction allocation 

methodology is similar to the 

Exchange’s regular allocation 

methodology but does not provide 

enhanced allocations to the Primary 

Market Maker (‘‘PMM’’) pursuant to 

Rule 713(e) and Supplementary Material 

.01(b) to Rule 713.13 The Exchange 

therefore proposes to amend Rule 

716(c)(2)(ii) to provide that, at the block 

execution price, Priority Customer 

Orders and Priority Customer Responses 

will be executed first in time priority, 

and then quotes, Professional Orders, 

and Professional Responses will 

participate in the execution of the blocksize order based upon the percentage of 

the total number of contracts available 

at the block execution price that is 

represented by the size of the quote, 

Professional Order, or Professional 

Response. In addition, the Exchange 

proposes to specify in Rule 716(c)(2)(i) 

that interest that is priced better than 

the block execution price is executed in 

full. In particular, the Exchange 

proposes to amend this rule to state that 

bids (offers) on the Exchange at the time 

the block order is executed that are 

priced higher (lower) than the block 

execution price, as well as Responses 

that are priced higher (lower) than the 

block execution price, will be executed 

in full at the block execution price. 

Although Rule 716(c)(2)(ii) described 

above explains how allocations are 

handled at the block execution price, 

the Exchange believes that the 

additional clarity that interest that is 

priced better than the block execution 

price is executed in full would be 

helpful to members. With these two 

proposed changes, Rule 716(c) will 

more accurately describe the allocation 

methodology used in the Block Order 

Mechanism. 

Furthermore, the Exchange proposes 

to add language to Rule 716(c)(2)(i) that 

explains the price at which orders 

entered into the Block Order 

Mechanism are executed. In particular, 

the Exchange proposes to state that 

Responses, orders, and quotes will be 

executed at a single block execution 

price that is the price for the block-size 

order at which the maximum number of 

contracts can be executed consistent 

with the member’s instruction. For 

example, if a member enters a blocksized order to buy 100 contracts at $1.00 

into the Block Order Mechanism, and 

members enter Response A to sell 50 

contracts at $0.90 and Response B to sell 

40 contracts at $0.95, the block 

execution price would be $0.95 as this 

is the price at which the maximum 

number of contracts could be executed. 

The block-sized order and both 

Responses would then be executed at 

this single block execution price. 

Responses A and B would be executed 

in full since there is sufficient size to 

execute both Responses against the 

block-size order. In addition, if two 

other members also enter Responses C 

(Priority Customer) and D (non-Priority 

Customer) to sell at $0.98 for 10 

contracts each, the block execution 

price would be $0.98 as additional 

contracts could be executed at that 

price. In that instance, Responses A and 

B, which are priced better than the 

block execution price, would be 

executed in full, while Responses B and 

C, which are priced at the block 

execution price, would participate in 

accordance with the allocation 

methodology described in this proposed 

rule change—i.e., the remaining 10 

contracts would go to Response C, 

which is a Priority Customer Response. 

The Block Order Mechanism is designed 

to provide an opportunity for members 

to receive liquidity for their block-sized 

orders and therefore trades at a price 

that allows the maximum number of 

contracts of such order to be executed 

against Responses entered to trade 

against the block-size order and interest 

on the Exchange’s order book. The 

Exchange believes that describing how 

the block execution price is determined 

in Rule 716(c)(2)(i) will increase 

transparency around pricing of 

executions in the Block Order 

Mechanism. 

Finally, the Exchange proposes to add 

language to Rule 716(c)(1) to describe 

the content of the broadcast message 

sent to members upon the entry of an 

order into the Block Order Mechanism. 

In particular, the Exchange proposes to 

specify that this broadcast message 

includes the series, and may include 

price, size and/or side, as specified by 

the member entering the order. Similar 

language is included in the Block Order 

Mechanism Rule on the Exchange’s 

affiliates, Nasdaq GEMX, LLC (‘‘GEMX’’) 

and Nasdaq MRX, LLC (‘‘MRX’’), which 

operate in the same way as ISE’s Block 

Order Mechanism.14 The Exchange 

therefore believes that this change will 

increase transparency around the 

content of the broadcast message and 

promote consistency across the 

rulebooks of its affiliated exchanges that 

offer identical functionality. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

the requirements of the Act and the 

rules and regulations thereunder that 

are applicable to a national securities 

exchange, and, in particular, with the 

requirements of Section 6(b) of the 

Act.15 In particular, the proposal is 

consistent with Section 6(b)(5) of the 

Act,16 because it is designed to promote 

just and equitable principles of trade, 

remove impediments to and perfect the 

mechanisms of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Exchange believes that the 

proposed changes to the allocation 

language in Rule 716(c)(2)(i)–(ii) are 

consistent with the protection of 

investors and the public interest as the 

proposed allocation language more 

accurately reflects the Exchange’s 

process for allocating contracts executed 

in the Block Order Mechanism. 

Although the Exchange’s allocation rule 

for the Block Order Mechanism 

currently references the allocation 

process for regular trading, the 

allocation methodology does not 

include certain parts of the regular 

allocation procedure. In particular, the 

Exchange does not grant any special 

allocation to the PMM for interest 

executed in the Block Order 

Mechanism. The Exchange believes that 

it is appropriate to not provide an 

enhanced allocation entitlement to the 

PMM for interest executed in the Block 

Order Mechanism, as the Block Order 

Mechanism provides an auction process 

that does not rely on market maker 

quoting and other obligations to source 

liquidity. Furthermore, the Exchange 


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17See supra notes 10–12 and accompanying text. 

18See supra note 14 and accompanying text. 

19 15 U.S.C. 78f(b)(8). 

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

21 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. 

22 17 CFR 240.19b–4(f)(6). 

23 17 CFR 240.19b–4(f)(6)(iii). 

24For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

believes that it is helpful to explain in 

this rule that interest that is priced 

better than the block execution price 

would be executed in full. The 

allocation process used for the Block 

Order Mechanism is similar to how the 

Exchange allocates contracts in other 

auction mechanisms, including, for 

example, the Facilitation Mechanism, 

Solicited Order Mechanism, and Price 

Improvement Mechanism, with the 

exception that those two-sided auction 

mechanisms also allocate contracts 

against the contra order.17

The Exchange also believes that the 

proposed changes to describe how the 

block execution price is determined is 

consistent with the protection of 

investors and the public interest as this 

change will increase transparency 

around the price at which interest is 

executed in the Block Order 

Mechanism. As explained above, the 

Block Order Mechanism is designed to 

provide an opportunity for members to 

receive liquidity for their block-sized 

orders and therefore trades at a price 

that allows the maximum number of 

contracts of such order to be executed 

against Responses entered to trade 

against the block-size order and interest 

on the Exchange’s order book. The 

Exchange believes that describing how 

the block execution price is determined 

in Rule 716(c)(2)(i) will increase 

transparency around pricing of 

executions in the Block Order 

Mechanism. 

Finally, the Exchange believes that 

the proposed change to Rule 716(c)(1) is 

consistent with the protection of 

investors and the public interest as it 

will provide transparency to members 

about the content of the broadcast 

message sent to members upon the entry 

of an order into the Block Order 

Mechanism. Currently, the broadcast 

message includes the series, and may 

include price, size and/or side, as 

specified by the member entering the 

order. The Exchange is not proposing 

any changes to the content of the 

broadcast message but wants to make 

this clear in its rules, which, with this 

change, will be consistent with the rules 

of its affiliates, GEMX and MRX.18

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

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

the Act,19 the Exchange does not believe 

that the proposed rule change will 

impose any burden on intermarket or 

intramarket competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

correct the Exchange’s rules to more 

accurately reflect the handling of 

auctions in the Block Order Mechanism. 

No changes are proposed to the 

operation of the Exchange’s trading 

system, and no members will be 

impacted by the proposed rule, which 

merely reflects current functionality 

offered to members that trade in the 

Block Order Mechanism. The proposed 

rule change is therefore not designed to 

impose any significant burden on 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

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

subparagraph (f)(6) of Rule 19b–4 

thereunder.21

A proposed rule change filed under 

Rule 19b–4(f)(6) 22 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),23 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange requests that the 

Commission waive the 30-day operative 

delay. The Exchange notes that a waiver 

is consistent with the protection of 

investors and the public interest 

because it will allow the Exchange to 

correct its Block Order Mechanism rules 

to reflect the current functionality of the 

system without undue delay. The 

Commission believes that waiving the 

30-day operative delay is consistent 

with the protection of investors and the 

public interest. Accordingly, the 

Commission hereby waives the 30-day 

operative delay and designates the 

proposed rule change operative upon 

filing.24

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– 

ISE–2017–84 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–ISE–2017–84. 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., 


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25 17 CFR 200.30–3(a)(12). 

1Applicants request that the order apply to each 

existing and future series of the Trust and to any 

future registered UIT and series thereof sponsored 

by Olden Lane or an entity controlling, controlled 

by or under common control with Olden Lane (the 

‘‘Series’’). 

2Certain of the Underlying Funds may be 

registered as an open-end investment company or 

a UIT, but have received exemptive relief from the 

Commission to permit their shares to be listed and 

traded on a national securities exchange at 

negotiated prices and to operate as exchange-traded 

funds (‘‘ETFs’’). 

3Applicants do not request relief for the Series to 

invest in reliance on the order in closed-end 

investment companies that are not listed and traded 

on a national securities exchange. 

4A Series 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 Series to 

purchase or redeem shares from the ETF. A Series 

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. 

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–ISE– 

2017–84 and should be submitted on or 

before October 26, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21407 Filed 10–4–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32845; File No. 812–14726] 

Olden Lane Securities LLC and Olden 

Lane Trust; Notice of Application 

September 29, 2017. 

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 unit 

investment trusts (‘‘UITs’’) to acquire 

shares of certain registered open-end 

investment companies, registered 

closed-end investment companies and 

registered UITs (collectively, the 

‘‘Underlying Funds’’) that are within 

and outside the same group of 

investment companies as the acquiring 

UITs, in excess of the limits in section 

12(d)(1) of the Act. 

APPLICANTS: Olden Lane Trust (the 

‘‘Trust’’), a UIT that is registered under 

the Act, and Olden Lane Securities 

(‘‘Olden Lane’’), a Delaware limited 

liability company registered as a brokerdealer under the Securities Exchange 

Act of 1934 (the ‘‘Exchange Act’’). 

FILING DATES: The application was filed 

on December 9, 2016 and amended on 

April 10, 2017, July 25, 2017 and 

September 15, 2017. 

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 October 24, 2017 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: Olden Lane Securities LLC 

and Olden Lane Trust, 200 Forrestal 

Road, Suite 3B, Princeton, NJ 08540. 

FOR FURTHER INFORMATION CONTACT: 

Andrea Ottomanelli Magovern, Acting 

Branch Chief, at (202) 551–6768 or 

Nadya Roytblat, 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. 

Summary of the Application 

1. Applicants request an order to 

permit (a) a Series 1 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, their principal underwriters 

and any broker or dealer registered 

under the Exchange Act to sell shares of 

the Underlying Funds to the Series 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 

Series.4 Applicants state that such 

transactions will be consistent with the 

policies of each Series 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 UIT 

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. 


ethrower on DSK3G9T082PROD with NOTICES