[Federal Register Volume 82, Number 139 (Friday, July 21, 2017)]
[Notices]
[Pages 33907-33908]
[FR Doc No: 2017-15378]

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ENVIRONMENTAL PROTECTION AGENCY

[FRL-9965-19-Region 1]

Proposed CERCLA Administrative Cost Recovery Settlement: Parker
Street Waste Site, New Bedford, Massachusetts

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice of proposed settlement; request for public comments.

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SUMMARY: Notice is hereby given of a proposed administrative cost
settlement for recovery of response costs concerning the Parker Street
Waste Site, located in New Bedford, Bristol County, Massachusetts with
the Settling Party the City of New Bedford. The proposed settlement
requires the Settling Party pay EPA $1,600,000 to settle EPA's past
response costs, which currently amount to $18,408,619. In exchange, EPA
will provide the Settling Party with a covenant not to sue for past
costs. The settlement has been approved by the Environmental and
Natural Resources Division of the United States Department of Justice.
For 30 days following the date of publication of this notice, the
Agency will receive written comments relating to the settlement for
recovery of response costs. The Agency will consider all comments
received and may modify or withdraw its consent to this cost recovery
settlement if comments received disclose facts or considerations which
indicate that the settlement is inappropriate, improper, or inadequate.
The Agency's response to any comments received will be available for
public inspection at the New Bedford Free Public Library, 613 Pleasant
Street, New Bedford 02740 and at the Environmental Protection Agency--
Region I, 5 Post Office Square, Suite 100, Boston, MA 02109-3912.

DATES: Comments must be submitted by August 21, 2017.

ADDRESSES: Comments should be addressed to John Kilborn, Senior
Enforcement Counsel, U.S. Environmental Protection Agency, 5 Post
Office Square, Suite 100 (OES04-3), Boston, MA 02109-3912 (Telephone
No.<PHONE_NUMBER>) and should reference the Parker Street Waste Site,
U.S. EPA Docket No: CERCLA 01-2012-0040.

FOR FURTHER INFORMATION CONTACT: A copy of the proposed settlement may
be obtained from Stacy Greendlinger, Office of Site Remediation and
Restoration, U.S. Environmental Protection Agency, Region I, 5 Post
Office Square, Suite 100 (OSRR02-2),

Boston, MA 02109-3912,<PHONE_NUMBER><EMAIL_ADDRESS>
Technical questions can also be directed to Stacy Greendlinger. For
legal questions, John Kilborn, Office of Environmental Stewardship,
U.S. Environmental Protection Agency, Region I, 5 Post Office Square,
Suite 100 (OES04-3), Boston, MA 02109-3912,<PHONE_NUMBER>;
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: This proposed administrative settlement for
recovery of past response costs concerning the Parker Street Waste
Site, located in New Bedford, Bristol County, Massachusetts is made in
accordance with Section 122(h)(l) of the Comprehensive Environmental
Response, Compensation, and Liability Act (CERCLA). EPA covenants not
to sue or take administrative action against the Settling Party, the
City of New Bedford, pursuant to Section 107(a) of CERCLA, 42 U.S.C.
9607(a), for Past Response Costs. In exchange, the Settling Party
agrees to pay EPA $1,600,000. Payment of such amount shall be due
within 30 days after the Effective Date and, if timely paid, shall
include no interest. If payment is not paid as stipulated, interest
shall accrue beginning as of the Effective Date and shall continue to
accrue on any unpaid amount until the total amount due has been
received. For 30 days following the date of publication of this notice,
the Agency will receive written comments relating to the settlement for
recovery of response costs. The Effective Date of the Agreement is the
date upon which EPA notifies the City that the public comment period
has closed and that such comments, if any, do not require that EPA
modify or withdraw from the Agreement.

    Dated: June 22, 2017.
Bryan Olson,
Director, Office of Site Remediation and Restoration.
[FR Doc. 2017-15378 Filed 7-20-17; 8:45 am]
 BILLING CODE 6560-50-P


[Federal Register Volume 80, Number 22 (Tuesday, February 3, 2015)]
[Notices]
[Pages 5840-5849]
[FR Doc No: 2015-02020]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31432; File No. 812-14353]

CSOP ETF Trust and CSOP Asset Management Limited; Notice of
Application

January 28, 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) of the Act for an exemption
from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act.

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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; and (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the series to acquire Shares.

Applicants:  CSOP ETF Trust (``Trust'') and CSOP Asset Management
Limited (``Initial Adviser'').

Filing Dates: The application was filed on August 29, 2014, and amended
on December 17, 2014.

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 23, 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, Attn: Richard F. Morris,
Esq., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York
10178.

FOR FURTHER INFORMATION CONTACT: Kaitlin C. Bottock, Attorney Adviser,
at<PHONE_NUMBER>, 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<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust is a statutory trust organized under the laws of
Delaware. The Trust is registered under the Act as an open-end
management investment company with multiple series. The initial series
of the Trust (``Initial Fund'') will be a Self-Indexing Fund (as
defined below).
    2. The Initial Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940 (the ``Advisers Act'') and
currently is the investment adviser to the Initial Fund. Any other
Adviser (defined below) also will be registered as an investment
adviser under the 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 (defined below). Any Sub-
Adviser will either be registered under the Advisers Act or will not be
required to register thereunder.
    3. The Trust will enter into a distribution agreement with one or
more distributors. Each distributor will be a broker-dealer
(``Broker'') registered under the Securities Exchange Act of 1934 (the
``Exchange Act'') and will act as distributor and principal underwriter
(each, a ``Distributor'') of one or more of the Funds. The Distributor
of any Fund may be an affiliated person, as defined in section 2(a)(3)
of the Act (``Affiliated Person''), or an Affiliated Person of an
Affiliated Person (``Second-Tier Affiliate''), of that Fund's Adviser
and/or Sub-Advisers. The Distributor for each Fund will comply with the
terms and conditions of the requested order. No Distributor will be
affiliated with any Exchange (defined below).
    4. Applicants request that the order apply to the Initial Fund, as
well as any additional series of the Trust and other open-end
management investment companies, or series thereof, that may be created
in the future (``Future Funds''), each of which will operate as an
exchanged-traded fund (``ETF'') and will track a specified index
comprised of domestic or foreign equity and/or fixed income securities
(each, an ``Underlying Index''). Any Future Fund will (a) be advised by
the Initial Adviser or an entity controlling, controlled by, or under
common control with the Initial Adviser (each, an ``Adviser'') and (b)
comply with the terms and conditions of the application. The Initial
Fund and Future Funds, together, are the ``Funds.'' \1\
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    \1\ All 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.
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    5. Each Fund will hold certain securities, currencies, other assets
and other investment positions (``Portfolio Holdings'') selected to
correspond generally to the performance of its Underlying Index.
Certain of the Funds will be based on Underlying Indexes that will be
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 of foreign and domestic, or solely foreign, equity and/or
fixed income securities (``Foreign Funds'').
    6. Applicants represent that each Fund will invest at least 80% of
its assets (excluding securities lending collateral) in the component
securities of its respective Underlying Index (``Component
Securities'') and TBA Transactions,\2\ and in the case of Foreign
Funds, Component Securities and Depositary Receipts \3\ representing
Component Securities. Each Fund may also invest up to 20% 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 track its Underlying Index. A Fund may also engage in short sales
in accordance with its investment objective.
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    \2\ A ``to-be-announced transaction'' or ``TBA Transaction'' is
a method of trading mortgage-backed 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.
    \3\ Depositary receipts representing foreign securities
(``Depositary Receipts'') include American Depositary Receipts and
Global Depositary Receipts. The Funds may invest in Depositary
Receipts 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 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.
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    7. 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 \4\ 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, 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 Portfolio Holdings before the commencement of
trading of Shares on the Listing Exchange (defined below).\5\ The
information provided on the Web site will be formatted to be reader-
friendly.
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    \4\ Underlying Indexes that include both long and short
positions in securities are referred to as ``Long/Short Indexes.''
    \5\ Under 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.
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    8. 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 will have an annual tracking error
relative to the performance of its Underlying Index of less than 5%.
    9. Each 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.\6\ A ``Self-
Indexing Fund'' is a Fund for which an Affiliated Person, or a Second-
Tier Affiliate, 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'') 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'').\7\ Except with respect to the Self-
Indexing Funds, no Index Provider is or will be an Affiliated Person,
or a Second-Tier Affiliate, of the Trust or a Fund, of the Adviser, of
any Sub-Adviser to or promoter of a Fund, or of the Distributor.
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    \6\ The licenses for the Self-Indexing Funds will specifically
state that the Affiliated Index Provider (or in case of a sub-
licensing agreement, the Adviser) must provide the use of the
Underlying Indexes and related intellectual property at no cost to
the Trust and the Self-Indexing Funds.
    \7\ The Affiliated Indexes may be made available to registered
investment companies, as well as separately managed accounts of
institutional investors 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 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 (as defined below) transactions
with a Fund.
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    10. Applicants recognize that Self-Indexing 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.
    11. Applicants propose that each day that a Fund, 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 Self-Indexing 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 that will form the
basis for the Fund's calculation of its NAV at the end of the Business
Day. In addition to the existing protections under the Act and the
Advisers Act, Applicants believe that requiring Self-Indexing Funds to
maintain full portfolio transparency will provide an effective
additional mechanism for addressing these potential conflicts of
interest.
    12. 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 Self-Indexing 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 Self-Indexing
Funds.\8\
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    \8\ See, e.g., Rule 17j-1 under the Act and Section 204A of the
Advisers Act and Rules 204A-1 and 206(4)-7 under the Advisers Act.
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    13. The Adviser and any Sub-Adviser has adopted or will adopt,
pursuant to rule 206(4)-7 under the Advisers Act, written policies and
procedures 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, the 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 Adviser or an associated person (``Inside
Information Policy''). Any other Adviser or Sub-Adviser will be
required to adopt and maintain a similar Inside Information Policy. In
accordance with the Code of Ethics \9\ and Inside Information Policy of
the Adviser and Sub-Advisers, personnel of those entities with
knowledge about the composition of the Portfolio Deposit \10\ 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.
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    \9\ The 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'').
    \10\ The 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.''
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    14. 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 Self-
Indexing Fund's use of an Affiliated Index Provider. Subject to the
approval of the Self-Indexing Fund's Board, the 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 Self-Indexing Funds. Any services provided by the
Adviser, Adviser Affiliates, Sub-Adviser 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.\11\
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    \11\ See, e.g., Guggenheim Funds Investment Advisors, LLC, et
al., Investment Company Act Release Nos. 30560 (June 14, 2013)
(notice) and 30598 (July 10, 2013) (order); Sigma Investment
Advisors, LLC, et al., Investment Company Act Release Nos. 30559
(June 14, 2013) (notice) and 30597 (July 10, 2013) (order); and
Transparent Value Trust, et al., Investment Company Act Release Nos.
30558 (June 14, 2013) (notice) and 30596 (July 10, 2013) (order).
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    15. 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'').\12\ 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) \13\ 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; \14\ (c)
TBA Transactions, short positions, derivatives and other positions that
cannot be transferred in kind \15\ will be excluded from the Deposit
Instruments and the Redemption Instruments; \16\ (d) to the extent the
Fund determines, on a given Business Day, to use a representative
sampling of the Fund's portfolio; \17\ 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
instruments with the lower value will also pay to the other an amount
in cash equal to that difference (the ``Cash Amount'').
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    \12\ The 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.
    \13\ The portfolio used for this purpose will be the same
portfolio used to calculate the Fund's NAV for the Business Day.
    \14\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \15\ This 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.
    \16\ Because 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).
    \17\ A 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.
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    16. 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, the Fund determines to require the purchase or redemption,
as applicable, to be made entirely in cash; \18\ (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.\19\
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    \18\ 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.
    \19\ A ``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).
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    17. Creation Units will consist of specified large aggregations of
Shares, e.g., at least 25,000 Shares. Applicants expect that the
initial price of a Creation Unit will range from $500,000 to $10
million. 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 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.
    18. 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 will disseminate, every 15 seconds during regular Exchange
trading hours, through the facilities of the Consolidated Tape
Association, 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.
    19. 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. 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.\20\ 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.
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    \20\ Where 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.
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    20. 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.
    21. 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.\21\ 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.
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    \21\ Shares will be registered in book-entry form only. DTC or
its nominee will be the record or registered owner of all
outstanding Shares. Beneficial ownership of Shares will be shown on
the records of DTC or the DTC Participants.
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    22. 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.
    23. Neither the Trust nor any Fund will be advertised or marketed
or otherwise held out as a traditional open-end 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 section 12(d)(1)(J) of the Act for
an exemption from sections 12(d)(1)(A) and (B) of the Act, and 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.
    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. 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.
    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 riskless-trading 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 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.\22\ 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 (15) calendar days following the
tender of Creation Units for redemption.\23\
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    \22\ Certain countries in which a Fund may invest have
historically had settlement periods of up to fifteen (15) calendar
days.
    \23\ Applicants 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.
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    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). 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.

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 investment adviser to an Investing
Management Company will be registered under the Advisers Act. 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.\24\
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 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'').
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    \24\ A ``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 and any person controlling, controlled by or
under common control with any of these entities.
---------------------------------------------------------------------------

    15. Applicants propose other conditions to limit the potential for
undue influence over the 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 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 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 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 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.\25\
---------------------------------------------------------------------------

    \25\ Any references to NASD Conduct Rule 2830 include any
successor or replacement FINRA rule to NASD Conduct Rule 2830.
---------------------------------------------------------------------------

    17. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that no 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, except to the extent permitted by
exemptive relief from the Commission permitting the 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.

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

    19. 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
a Second-Tier Affiliate of the Funds.
    20. 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 Second-Tier
Affiliates 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.''
    21. Applicants assert that no useful purpose would be served by
prohibiting such affiliated persons from making ``in-kind'' 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 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 Second-Tier
Affiliates 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.
    22. 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.\26\
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.\27\
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.
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    \26\ Although 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.
    \27\ Applicants 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.
---------------------------------------------------------------------------

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 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,
Shares of such Fund will be listed on an Exchange.
    3. Neither the Trust nor any Fund will be advertised or marketed as
an open-end 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, before commencement of
trading of Shares on the Exchange, the Fund's Portfolio Holdings.
    6. No Adviser or any Sub-Adviser, directly or indirectly, will
cause any Authorized Participant (or any investor on whose behalf an
Authorized Participant may transact with the Fund) to acquire any
Deposit Instrument for a Fund through a transaction in which the Fund
could not engage directly.

B. Section 12(d)(1) Relief

    1. The members of a Fund of Funds' Advisory Group will not control
(individually or in the aggregate) a 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 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' Sub-Advisory 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 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 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 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, 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 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; (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 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 under
rule 12b-1 under the Act) received from a 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, trustee or Sponsor of an Investing Trust, or its affiliated
person by the 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 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 Sub-Adviser or
its affiliated person by the 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 to purchase a security in any Affiliated
Underwriting.
    7. The Board of a Fund, including a majority of the non-interested
Board members, will adopt procedures reasonably designed to monitor any
purchases of securities by the 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; (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 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 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 (6) years from
the end of the fiscal year in which any purchase in an Affiliated
Underwriting occurred, the first two (2) 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
(6) years thereafter, the first two (2) 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 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 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, except to the
extent the Fund acquires securities of another investment company
pursuant to exemptive relief from the Commission permitting the Fund to
acquire securities of one or more investment companies for short-term
cash management purposes.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-02020 Filed 2-2-15; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 85, Number 51 (Monday, March 16, 2020)]
[Notices]
[Page 14987]
[FR Doc No: 2020-05243]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88340; File No. 4-757]

Reopening of Comment Period for Notice of Proposed Order
Directing the Exchanges and the Financial Industry Regulatory Authority
To Submit a New National Market System Plan Regarding Consolidated
Equity Market Data

AGENCY: Securities and Exchange Commission.

ACTION: Reopening of comment period.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is
reopening the comment period for a notice of proposed order (``Proposed
Order''), which would require the participants in the existing national
market system plans governing the public dissemination of real-time,
consolidated equity market data for national market system stocks to
propose a single, new equity data plan. The original comment period for
the Proposed Order ended on February 28, 2020. The Commission is
reopening the time period in which to provide the Commission with
comments until March 20, 2020. This action will allow interested
persons additional time to analyze the issues and prepare their
comments.

DATES: The comment period for the Proposed Order published Jan. 14,
2020 (85 FR 2164), is reopened. Public comments are due on or before
March 20, 2020.

ADDRESSES: 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<EMAIL_ADDRESS>Please include
File Number 4-757 on the subject line

Paper Comments

     Send paper comments to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number 4-757. This file number
should be included on the subject line if email is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
internet website (http://www.sec.gov/rules/proposed.shtml). Copies of
the all written statements with respect to the Proposed Order that are
filed with the Commission, and all written communications relating to
the Proposed Order between the Commission and any person, other than
those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549 on official business days between the hours of
10:00 a.m. and 3:00 p.m. All comments received will be posted without
change. Persons submitting comments are cautioned that we do not redact
or edit personal identifying information from comment submissions. You
should submit only information that you wish to make available
publicly. All submissions should refer to File Number 4-757 and should
be submitted on or before March 20, 2020.

SUPPLEMENTARY INFORMATION: The Commission originally requested that
comments on the Proposed Order be received by February 28, 2020.\1\ The
Commission has determined to reopen the comment period until March 20,
2020 to allow interested persons additional time to analyze the issues
and prepare their comments.
---------------------------------------------------------------------------

    \1\ See Securities Exchange Act Release No. 87906 (Jan. 8,
2020), 85 FR 2164, 2165 (Jan. 14, 2020).

---------------------------------------------------------------------------
    By the Commission.

    Dated: March 6, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-05243 Filed 3-13-20; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 47 (Friday, March 12, 2021)]
[Proposed Rules]
[Pages 14061-14063]
[FR Doc No: 2021-05159]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R05-OAR-2020-0468; FRL-10021-22-Region 5]

Air Plan Approval; Ohio; Lead

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

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SUMMARY: The Environmental Protection Agency (EPA) is proposing to
approve revisions to the Ohio State Implementation Plan (SIP). Ohio
removed its Ohio Administrative Code (OAC) rules that apply to a
secondary lead smelter, which has permanently shut down. EPA is
proposing approval of revisions that will remove those OAC rules from
the Ohio SIP. The revisions will also remove air quality sampling
requirements that are duplicative of another OAC provision in the Ohio
SIP.

DATES: Comments must be received on or before April 12, 2021.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R05-
OAR-2020-0468 at http://www.regulations.gov, or via email to
<EMAIL_ADDRESS>For comments submitted at Regulations.gov,
follow the online instructions for submitting comments. Once submitted,
comments cannot be edited or removed from Regulations.gov. For either
manner of submission, EPA may publish any comment received to its
public docket. Do not submit electronically any information you
consider to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute. Multimedia
submissions (audio, video, etc.) must be accompanied by a written
comment. The written comment is considered the official comment and
should include discussion of all points you wish to make. EPA will
generally not consider comments or comment contents located outside of
the primary submission (i.e., on the web, cloud, or other file sharing
system). For additional submission methods, please contact the person
identified in the FOR FURTHER INFORMATION CONTACT section. For the full
EPA public comment policy, information about CBI or multimedia
submissions, and general guidance on making effective comments, please
visit http://www2.epa.gov/dockets/commenting-epa-dockets.

FOR FURTHER INFORMATION CONTACT: Matt Rau, Environmental Engineer,
Control Strategies Section, Air Programs Branch (AR-18J), Environmental
Protection Agency, Region 5, 77 West Jackson Boulevard, Chicago,
Illinois 60604,<PHONE_NUMBER><EMAIL_ADDRESS>The EPA Region 5
office is open from 8:30 a.m. to 4:30 p.m., Monday through Friday,
excluding Federal holidays and facility closures due to COVID-19.

SUPPLEMENTARY INFORMATION: Throughout this document whenever ``we,''
``us,'' or ``our'' is used, we mean EPA.

I. Background

    Ohio identified the Master Metals, Incorporated Facility (Master
Metals), a former secondary lead smelter in Cleveland, Ohio, as the
primary cause of high monitored lead concentrations in Cuyahoga County.
On October 14, 1992, Ohio issued an order to Master Metals requiring
the facility to shut down unless specific improvements were made to the
facility's pollution controls. On August 5, 1993, Ohio ordered an
immediate shut down of the Master Metals facility and prohibited any
activities to be conducted at the facility until required improvements
were made. The facility did not reopen.
    Effective August 26, 2011, Ohio rescinded OAC rules 3745-71-05 and
3745-71-06, as part of a 5-year review of its rules. OAC 3745-71-06,
``Source specific emission limits,'' contained the lead and particulate
matter emission limits plus operational limits only applicable to
Master Metals. OAC 3745-71-05, ``Emissions test methods and procedures
and reporting requirements for new and existing sources,'' provided the
test methods and other elements supporting OAC 3745-71-06. Ohio
determined that these rules should be rescinded because they were
facility-specific to Master Metals, which no

longer exists, and has requested removal of these rules from the SIP.
    Ohio also rescinded OAC rule 3745-71-01, ``Definitions,'' effective
on August 26, 2011. Ohio requests the removal of OAC 3745-71-01 from
the SIP because its definitions and referenced documents are
unnecessary given the other rules removed from OAC chapter 71.
    Finally, Ohio requests the removal of OAC rule 3745-71-03,
``Methods of ambient air measurement,'' effective on August 26, 2011.
The air quality sampling requirements in OAC 3745-71-03 have been
consolidated into OAC rule 3745-25-02, which was approved into the SIP
on October 26, 2010 (75 FR 65572). Thus, the lead monitoring
requirements in OAC rule 3745-71-03 are duplicative since the air
quality sampling requirements are also in the Ohio SIP at OAC rule
3745-25-02.
    In the request to remove OAC rules 3745-71-01, 3745-71-03, 3745-71-
05, and 3745-71-06 from Ohio SIP, Ohio provided an analysis pursuant to
Clean Air Act (CAA) section 110(l). CAA section 110(l) prohibits EPA
from approving a SIP revision if that revision would interfere with any
applicable requirement concerning attainment, reasonable further
progress, or any other CAA requirement.
    Ohio states that removing the rules from its SIP will not result in
increased emissions or risk National Ambient Air Quality Standard
violations because the facility has been permanently shut down and thus
has no emissions. Therefore, OAC rules 3745-71-05 and 3745-71-06 can be
removed without an effect on emissions. The monitoring requirements in
OAC rule 3745-71-03 are also approved into its SIP as OAC rule 3745-25-
02, which will keep the requirements within the SIP. Ohio found that
the definitions and references of OAC rule 3745-71-01 can be removed
from its SIP because they are not necessary due to the removal of the
other rules from the SIP.

II. What is EPA's analysis of the revisions?

    The Master Metals facility has permanently shut down and the site
has been remediated. Thus, the source of the lead and particulate
matter emissions controlled by the OAC Chapter 3745-71 rules is gone
and there are no longer any emissions from it.
    EPA concurs with Ohio on the removal of OAC rule 3745-71-06 from
the SIP. The facility is shut down and the site has been put into new
use. EPA also concurs with Ohio on the removal of OAC rules 3745-71-01
and 3745-71-05 from the SIP. OAC rule 3745-71-01 contains definitions
and references to Federal rules. Those definitions are not needed with
the removal of OAC rule 3745-71-06. OAC rule 3745-71-05 provides the
lead emissions test procedures and reporting requirements. The shutdown
of Master Metals and the removal of OAC rule 3745-71-06 results in no
lead emissions to monitor or report.
    EPA approved OAC rule 3745-25-02, which includes lead air quality
sampling requirements, into the SIP on October 26, 2010 (75 FR 65572).
The requirements of OAC rule 3745-71-03 are duplicated in OAC rule
3745-25-02 intro and (F)(2). The lead air quality sampling requirements
are in the SIP with OAC rule 3745-25-02, which means OAC rule 3745-71-
03 can be removed while those requirements will remain in the SIP.
Thus, EPA agrees with Ohio that OAC rule 3745-71-03 can be removed from
the SIP.
    For the reasons set forth above EPA is proposing to approve Ohio's
request.

III. What action is EPA taking?

    EPA is proposing to approve the removal of OAC rules 3745-71-01,
3745-71-03, 3745-71-05, and 3745-71-06 from the Ohio SIP.

IV. Incorporation by Reference

    In this document, EPA is proposing to amend regulatory text that
includes incorporation by reference. As described in the proposed
amendments to 40 CFR part 52 set forth below, EPA is proposing to
remove provisions of the EPA-Approved Ohio Regulations from the Ohio
State Implementation Plan, which is incorporated by reference in
accordance with the requirements of 1 CFR part 51. EPA has made, and
will continue to make, the SIP generally available through
www.regulations.gov and at the EPA Region 5 Office (please contact the
person identified in the FOR FURTHER INFORMATION CONTACT section of
this preamble for more information).

V. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the CAA and applicable
Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided that they meet the criteria of the CAA. Accordingly, this
action merely approves state law as meeting Federal requirements and
does not impose additional requirements beyond those imposed by state
law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where EPA or an Indian tribe has
demonstrated that a tribe has jurisdiction. In those areas of Indian
country, the rule does not have tribal implications and will not impose
substantial direct costs on tribal governments or preempt tribal law as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Intergovernmental relations, Lead, Reporting and
recordkeeping requirements.

    Dated: March 8, 2021.
Cheryl Newton,
Acting Regional Administrator, Region 5.

    For the reasons stated in the preamble, EPA proposes to amend 40
CFR part 52 as set forth below:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

    Authority:  42 U.S.C. 7401 et seq.

Subpart KK--Ohio

0
2. In Sec.  52.1870, the table in paragraph (c) is amended by removing
the undesignated heading ``Chapter 3745-71 Lead Emissions'' and the
entries for ``3745-71-01'', ``3745-71-03'', ``3745-71-05'', and ``3745-
71-06''.

[FR Doc. 2021-05159 Filed 3-11-21; 8:45 am]
BILLING CODE 6560-50-P