83 I IMPORTANT NOTE TO USER:

This OMB form has been recreated in WP6.0 by OPPTS staff. The margins and lines are NOT block protected, so you must fill the form with caution, paying attention to any shifting of the existing text. The following tips should make this a simple task:

 Fill in the spaces by using the type over command. Otherwise you'll have to delete a space for each letter you add.

 Use the same font ( Times New Roman 8pt).

 Do not change table lines ( although you can delete an extra space line to provide more space elsewhere.

 It is not recommended that you convert this form to WP5.1, some of these features are not available in WP5.1, so the text will scramble.

If you have any problems or questions, please call your RID Desk Officer @ 260 2706.

ADDITIONAL INFORMATION FOR OC STAFF:

The 83  I is signed by the Division Director in the box labeled " program official" These are the usual answers for OC's ICRs. They have already been marked on the form.

Block 3 c Block 4 a Block 6 a Block 11 b Block 12 c Block 15 g Block 17 no BLOCK 13  Numbers are drawn directly from your tables and supporting statement.

Example: 10 existing sources, 3 new a year ( 9 new over the life of the ICR), semiannual reports 13. Annual reporting and recordkeeping hour burden a. Number of respondents 13 ( 3 new + 10 existing)

b. Total annual responses 38 ( 3 new X 6 # of initial reports ( this example assumes 6. Count them for your particular ICR)) + ( 10 existing x 2 for semiannual reports)

1. Percentage of these responses collected electronically % c. Total annual hours requested Total hours from industry burden table d. Current OMB inventory Total requested & approved from previously approved ICR e. Difference d minus c ( can be + or ) This is a number f. Explanation of difference 1. Program Change Do not use this line unless there has been a change to the recordkeeping and/ or reporting in the regulation!

2. Adjustment # in e BLOCK 14  This is a relatively new one Does this standard require continuous monitoring? If no then zero out block 14 and explain in burden section of the supporting statement. This is probably only the case in a few old NSPS regulations and in LDAR regulations. If yes then what type of monitoring? PM, VOC and what is the cost of the monitoring device alone, not the control equipment! How much is yearly maintenance on the monitor?

14. Annual reporting and recordkeeping cost burden ( in thousands of dollars)

a. Total annualized capital/ startup costs 3 ( 3 new per year X $ 1,000 ( example # only)

initial capital cost per monitor) Remember it is in thousands b. Total annual costs ( O& M) 5 ( 10 existing X $ 500 ( example # only) operation &

maintenance cost per monitor) Remember it is in thousands c. Total annualized cost requested 8,000 ( a + b)

d. Current OMB inventory From previously approved ICR. If the OMB cover form had no block 14 use 0.

e. Difference d minus c ( can be + or )

f. Explanation of difference 1. Program change Do not use this line unless there has been a change to the monitoring device in the regulation!

2. Adjustment # in e PAPERWORK REDUCTION ACT SUBMISSION Please read the instructions before completing this form. For additional forms or assistance in completing this form, contact your agency's Paperwork Clearance Officer. Send two copies of this form, the collection instrument to be reviewed, the Supporting Statement and any additional documentation to: Office of Information and Regulatory Affairs, Office of Management and Budget, Docket Library, Room 10102, 725 17th Street NW Washington, DC 20503.

1. Agency/ Subagency originating request U. S. EPA 2. OMB control number b. G None a_ 2 _ 0 _ 6 _ 0  _ 0 _ 0 _ 2 _ 3 __ __ __ __

3. Type of information collection ( check one) a. G New collection b. G Revision of a currently approved collection c. X Extension of a currently approved collection d. G Reinstatement, without change, of a previously approved collection for which approval has expired e. G Reinstatement, with change, of a previously approved collection for which approval has expired f. G Existing collection in use without an OMB control number 4. Type of review requested ( check one) a. X Regular b. G Emergency  Approval requested by: / / c. G Delegated 5. Small entities Will this information collection have a significant economic impact on a substantial number of small entities? G Yes X No For b f, note item A2 of Supporting Statement Instructions 6. Requested expiration date a. X Three years from approval date b. G Other Specify: / /___

7. Title NSPS Subpart Da Standard of performance for Electric Utility Steam Generating Units 8. Agency form number( s) ( If applicable) EPA No. 1053 9. Keywords Electric steam generator, boiler, fossil fuel, NSPS Da,

10. Abstract Owners or operators of effected facilities must 1) make one time notifications of construction/ reconstruction and start up; 2) submit reports containing information such as monitoring results and excess emission; and 3) maintain records of occurrences such as startups and sh utdowns.

Responses to this information collection are deemed to be mandatory, per Section 114 ( a) of the clean Air Act.

11. Affected public ( Mark primary with " P" and all others that apply with " X") a. Individuals or households d. Farms b. X Business or other for profit e. Federal Government c. Not for profit institutions f. State, Local or Tribal Government 12. Obligation to respond ( Mark primary with " P" and all others that apply with " X") a. G Voluntary b. G Required to obtain or retain benefits c. X Mandatory 13. Annual reporting and recordkeeping hour burden a. Number of respondents 114 b. Total annual responses 103 1. Percentage of these responses collected electronically 0 % c. Total annual hours requested 28,606 d. Current OMB inventory 24,102 e. Difference 4,504 f. Explanation of difference 1. Program Change 2. Adjustment Increase in number of responents 14. Annual reporting and recordkeeping cost burden ( in thousands of dollars)

a. Total annualized capital/ startup costs 1,400 b. Total annual costs ( O& M) 1,695 c. Total annualized cost requested 3,095 d. Current OMB inventory 0 e. Difference + 3,905 f. Explanation of difference 1. Program change 2. Adjustment Due to more accuate estimation 15. Purpose of information collection ( Mark Primary With " P" and all others that apply with " X") a. __ Application for benefits e. __ Program planning or management b. __ Program evaluation f. __ Research c. __ General purpose statistics g. _ X_ Regulatory or compliance d. __ Audit 16. Frequency of recordkeeping or reporting ( check all that apply) a. X Recordkeeping b. Q Third party disclosure c. Q Reporting 1. Q On occasion 2. Q Weekly 3. Q Monthly 4. X Quarterly 5. X Semi annually 6. Q Annually 7. Q Biannually 8. Q Other ( describe) 17. Statistical methods Does this information collection employ statistical methods?

Q Yes X No 18. Agency contact ( person who can best answer questions regarding the content of this submission) Name: Chris Oh Phone: ( 202) 564 7004 OMB 83 I 10/ 95 19. Certification for Paperwork Reduction Act Submissions On behalf of this Federal agency, 1 certify that the collection of information encompassed by this request complies with' 5 CFR 1320.9.

NOTE: The text of 5 CFR 1320.9, and the related provisions of 5 CFR 1320.8( b)( 3), appear at the end of the instructions. The certification is to be made with reference to those regulatory provisions as set forth in the instructions.

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

( a) It is necessary for the proper performance of agency functions;

( b) It avoids unnecessary duplication;

( c) It reduces burden on small entities;

( d) It uses plain, coherent, and unambiguous terminology that is understandable to respondents;

( e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

( f) It indicates the retention periods for recordkeeping requirements;

( g) It informs respondents of the information called for under 5 CFR 1320.8( b)( 3): ( I) Why the information is being collected; ( ii) Use of information; ( iii) Burden estimate; ( iv) Nature of response ( voluntary, required for a benefit, or mandatory); ( v) Nature and extent of confidentiality; and ( vi) Need to display currently valid OMB control number;

( h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected ( see note in Item 19 of the instructions);

( I) It uses effective and efficient statistical survey methodology; and ( j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item below and explain the reason in Item 18 of the Supporting Statement.

Signature of Program Office Official John B. Rasnic, Director, Manufacturing, Energy and Transportation Division Date Signature of Senior Official or designee Joseph Retzer, Director Regulatory Information Division Office of Regulatory Management and Information ( OP) Date OMB 83 I 10/ 95


[Federal Register Volume 80, Number 84 (Friday, May 1, 2015)]
[Notices]
[Pages 24989-24998]
[FR Doc No: 2015-10176]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31579; File No. 812-14443]

Highland Funds I, et al.; Notice of Application

April 27, 2015.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1
under the Act, under sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act.

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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; (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the series to acquire Shares; and (f)
certain series to perform creations and redemptions of Creation Units
in-kind in a master-feeder structure.

Applicants: Highland Funds I (the ``Trust''), Highland Capital
Management Fund Advisors, L.P. (the ``Initial Adviser''), and SEI
Investments Distribution Co. (the ``Distributor'').

Filing Dates: The application was filed on April 17, 2015, and amended
on April 23, 2015 and April 27, 2015.

Hearing or Notification of Hearing:  An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on May 22, 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:  The Commission: Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants:
The Trust and the Initial Adviser, 200 Crescent Court, Suite 700,
Dallas, TX 75201; the Distributor, One Freedom Valley Drive, Oaks, PA
19456.

FOR FURTHER INFORMATION CONTACT:  Mark N. Zaruba, Senior Counsel at
(202) 551-6878, or David P. Bartels, Branch Chief, at<PHONE_NUMBER>
(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 organized as a Delaware statutory trust and is
registered under the Act as an open-end management investment company
with multiple series.
    2. The Initial Adviser is registered as investment adviser under
the Investment Advisers Act of 1940 (the ``Advisers Act'') and will be
the investment adviser to the Funds (defined below). Any other Adviser
(defined below) will also 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 to
particular Funds (each, a ``Sub-Adviser''). Any Sub-Adviser will either
be registered under the Advisers Act or will not be required to
register thereunder.
    3. Each Trust will enter into a distribution agreement with the
Distributor. The distributor for the Initial Funds (defined below) will
be SEI Investments Distribution Co. The Distributor is a broker-dealer
(``Broker'') registered under the Securities Exchange Act of 1934 (the
``Exchange Act'') and will act as distributor and principal underwriter
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. No distributor will be affiliated with any Exchange (defined
below).
    4. Applicants request that the order apply to the initial series of
the Trust described in the application that will rely on the requested
order (``Initial Funds''), 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 that includes both long and short positions or uses a
130/30 investment strategy and is comprised of domestic or foreign
equity and/or fixed income securities (each, an ``Underlying
Index'').\1\ Any Future Fund will (a) be advised by the Initial
Advisers or an entity controlling, controlled by, or under common
control with the Initial Advisers (each, an ``Adviser'') and (b) comply
with the terms and conditions of the application. The Initial Funds and
Future Funds, together, are the ``Funds.'' \2\
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    \1\ Certain of the applicants received a prior order with
respect to the offering of index-based exchange-traded funds. In the
Matter of Highland Capital Management, L.P., et al., Investment
Company Act Release Nos. 29890 (Dec. 19, 2011) (notice) and 29918
(Jan. 17, 2012) (order) (the ``Prior Order''). The Prior Order does
not apply to Long/Short Funds and 130/30 Funds (each as defined
herein), and the order requested herein by applicants will only
cover Long/Short Funds and 130/30 Funds.
    \2\ 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. Applicants state that a Fund may operate as a feeder fund in a
master-feeder structure (``Feeder Fund''). Applicants request that the
order permit a Feeder Fund to acquire shares of another registered
investment company in the same group of investment companies having
substantially the

same investment objectives as the Feeder Fund (``Master Fund'') beyond
the limitations in section 12(d)(1)(A) of the Act and permit the Master
Fund, and any principal underwriter for the Master Fund, to sell shares
of the Master Fund to the Feeder Fund beyond the limitations in section
12(d)(1)(B) of the Act (``Master-Feeder Relief''). Applicants may
structure certain Feeder Funds to generate economies of scale and incur
lower overhead costs.\3\ There would be no ability by Fund shareholders
to exchange Shares of Feeder Funds for shares of another feeder series
of the Master Fund.
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    \3\ Operating in a master-feeder structure could also impose
costs on a Feeder Fund and reduce its tax efficiency. The Feeder
Fund's Board will consider any such potential disadvantages against
the benefits of economies of scale and other benefits of operating
within a master-feeder structure. In a master-feeder structure, the
Master Fund--rather than the Feeder Fund--would generally invest its
portfolio in compliance with the requested order.
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    6. Each Fund, or its respective Master 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 solely
of foreign and domestic, or solely foreign, equity and/or fixed income
securities (``Foreign Funds'').
    7. Applicants represent that each Fund, or its respective Master
Fund, will invest at least 80% of its assets (excluding securities
lending collateral) in the component securities of its respective
Underlying Index (``Component Securities'') and TBA Transactions,\4\
and in the case of Foreign Funds, Component Securities and Depositary
Receipts \5\ representing Component Securities. Each Fund, or its
respective Master 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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    \4\ 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.
    \5\ Depositary receipts representing foreign securities
(``Depositary Receipts'') include American Depositary Receipts and
Global Depositary Receipts. The Funds, or their respective Master
Funds, may invest in Depositary Receipts representing foreign
securities in which they seek to invest. Depositary Receipts are
typically issued by a financial institution (a ``depositary bank'')
and evidence ownership interests in a security or a pool of
securities that have been deposited with the depositary bank. A
Fund, or its respective Master Fund, will not invest in any
Depositary Receipts that the Adviser or any Sub-Adviser deems to be
illiquid or for which pricing information is not readily available.
No affiliated person of a Fund, the Adviser or any Sub-Adviser will
serve as the depositary bank for any Depositary Receipts held by a
Fund, or its respective Master Fund.
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    8. Funds will 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 \6\ 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, the Adviser for each Fund will provide full
portfolio transparency on the Fund's publicly available Web site (``Web
site'') by making available the Fund's, or its respective Master
Fund's, Portfolio Holdings before the commencement of trading of Shares
on the Listing Exchange (defined below).\7\ The information provided on
the Web site will be formatted to be reader-friendly.
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    \6\ Underlying Indexes that include both long and short
positions in securities are referred to as ``Long/Short Indexes.''
    \7\ 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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    9. A Fund, or its respective Master Fund, will utilize either a
replication or representative sampling strategy to track its Underlying
Index. A Fund, or its respective Master 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, or its respective Master 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, or
its respective Master 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%.
    10. 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 applicable Adviser,
which will have a licensing agreement with such Index Provider.\8\ 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'').\9\ 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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    \8\ 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.
    \9\ 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 Union transactions with a Fund.
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    11. 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. Prior orders granted to self-indexing ETFs
(``Prior Self-Indexing Orders'') addressed these concerns by creating a
framework that required: (i) Transparency of the Underlying Indexes;
(ii) the adoption of policies and procedures not otherwise required by
the Act designed to mitigate such conflicts of interest; (iii)
limitations on the ability to change the rules for index compilation
and the component securities of the index; (iv) that the index provider
enter into an agreement with an unaffiliated third party to act as
``Calculation Agent''; and (v) certain limitations designed to separate
employees of the index provider, adviser and Calculation Agent (clauses
(ii) through (v) are hereinafter referred to as ``Policies and
Procedures'').\10\
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    \10\ See, e.g., In the Matter of WisdomTree Investments Inc., et
al., Investment Company Act Release Nos. 27324 (May 18, 2006)
(notice) and 27391 (June 12, 2006) (order); In the Matter of IndexIQ
ETF Trust, et al., Investment Company Act Release Nos. 28638 (Feb.
27, 2009) (notice) and 28653 (March 20, 2009) (order); Van Eck
Associates Corporation, et al., et al., Investment Company Act
Release Nos. 29455 (Oct. 1, 2010) (notice) and 29490 (Oct. 26, 2010)
(order); and In the Matter of Guggenheim Funds Investment Advisors,
LLC, et al., Investment Company Act Release Nos. 30560 (June 14,
2013) (notice) and 30598 (July 10, 2013) (order).
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    12. Instead of adopting the same or similar Policies and
Procedures, 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. Applicants believe that requiring Self-Indexing Funds, and their
respective Master Funds, to maintain full portfolio transparency will
provide an effective alternative mechanism for addressing any such
potential conflicts of interest.
    13. Applicants represent that each Self-Indexing Fund's Portfolio
Holdings will be as transparent as the portfolio holdings of existing
actively managed ETFs. Applicants observe that the framework set forth
in the Prior Self-Indexing Orders was established before the Commission
began issuing exemptive relief to allow the offering of actively
managed ETFs.\11\ Unlike passively managed ETFs, actively managed ETFs
do not seek to replicate the performance of a specified index but
rather seek to achieve their investment objectives by using an
``active'' management strategy. Applicants contend that the structure
of actively managed ETFs presents potential conflicts of interest that
are the same as those presented by Self-Indexing Funds because the
portfolio managers of an actively managed ETF by definition have
advance knowledge of pending portfolio changes. However, rather than
requiring Policies and Procedures similar to those required under the
Prior Self-Indexing Orders, Applicants believe that actively managed
ETFs address these potential conflicts of interest appropriately
through full portfolio transparency, as the conditions to their
relevant exemptive relief require.
---------------------------------------------------------------------------

    \11\ See, e.g., In the Matter of Huntington Asset Advisors,
Inc., et al., Investment Company Act Release Nos. 30032 (April 10,
2012) (notice) and 30061 (May 8, 2012) (order); In the Matter of
Russell Investment Management Co., et al., Investment Company Act
Release Nos. 29655 (April 20, 2011) (notice) and 29671 (May 16,
2011) (order); In the Matter of Eaton Vance Management, et al.,
Investment Company Act Release Nos. 29591 (March 11, 2011) (notice)
and 29620 (March 30, 2011) (order); and In the Matter of iShares
Trust, et al., Investment Company Act Release Nos. 29543 (Dec. 27,
2010) (notice) and 29571 (Jan. 24, 2011) (order).
---------------------------------------------------------------------------

    14. 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,
their respective Master 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.\12\
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    \12\ See, e.g., Rule 17j-1 under the Act and Section 204A under
the Advisers Act and Rules 204A-1 and 206(4)-7 under the Advisers
Act.
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    15. 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,
their respective Master 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 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
Sub-Adviser will be required to adopt and maintain a similar Inside
Information Policy. In accordance with the Code of Ethics \13\ and
Inside Information Policy of the Adviser and Sub-Advisers, personnel of
those entities with knowledge about the composition of the Portfolio
Deposit \14\ 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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    \13\ 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'').
    \14\ 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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    16. To the extent the Self-Indexing Funds or their respective
Master 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.
    17. In light of the foregoing, Applicants believe it is appropriate
to allow the Self-Indexing Funds and their respective Master Funds to
be fully transparent in lieu of Policies and Procedures from the Prior
Self-Indexing Orders discussed above.
    18. 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'').\15\ 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) \16\ 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; \17\ (c)
TBA Transactions, short positions, derivatives and other positions that
cannot be transferred in kind \18\ will be excluded from the Deposit
Instruments and the Redemption Instruments; \19\ (d) to the extent the
Fund determines, on a given Business Day, to use a representative
sampling of the Fund's portfolio; \20\ 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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    \15\ 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.
    \16\ The portfolio used for this purpose will be the same
portfolio used to calculate the Fund's NAV for the Business Day.
    \17\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \18\ 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.
    \19\ 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).
    \20\ 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 (as
defined below) on a given Business Day.
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    19. 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; \21\ (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.\22\
---------------------------------------------------------------------------

    \21\ 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.
    \22\ 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).
---------------------------------------------------------------------------

    20. Creation Units will consist of specified large aggregations of
Shares, e.g., at least 25,000 Shares, and it is expected that the
initial price of a Creation Unit will range from $1 million 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.
    21. 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.
    22. Transaction expenses, including operational processing and
brokerage costs, will be incurred by a Fund when investors purchase or
redeem Creation Units in-kind and such costs have the potential to
dilute the interests of the Fund's existing shareholders. Each Fund
will impose purchase or redemption transaction fees (``Transaction
Fees'') in connection with effecting such purchases or redemptions of
Creation Units. With respect to Feeder Funds, the Transaction Fee would
be paid indirectly to the Master Fund.\23\ 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.\24\ 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.
---------------------------------------------------------------------------

    \23\ Applicants are not requesting relief from section 18 of the
Act. Accordingly, a Master Fund may require a Transaction Fee
payment to cover expenses related to purchases or redemptions of the
Master Fund's shares by a Feeder Fund only if it requires the same
payment for equivalent purchases or redemptions by any other feeder
fund. Thus, for example, a Master Fund may require payment of a
Transaction Fee by a Feeder Fund for transactions for 20,000 or more
shares so long as it requires payment of the same Transaction Fee by
all feeder funds for transactions involving 20,000 or more shares.
    \24\ 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.
---------------------------------------------------------------------------

    23. 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.
    24. 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.\25\ 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.
---------------------------------------------------------------------------

    \25\ 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.
---------------------------------------------------------------------------

    25. 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.
    26. 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.\26\ 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.
---------------------------------------------------------------------------

    \26\ The Master Funds will not require relief from sections
2(a)(32) and 5(a)(1) because the Master Funds will issue
individually redeemable securities.
---------------------------------------------------------------------------

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 the
underlying foreign securities 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.\27\ 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.\28\
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    \27\ Certain countries in which a Fund may invest have
historically had settlement periods of up to fifteen (15) calendar
days.
    \28\ 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.
---------------------------------------------------------------------------

    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.\29\
---------------------------------------------------------------------------

    \29\ In addition, the requested exemption from section 22(e)
would only apply to in-kind redemptions by the Feeder Funds and
would not apply to in-kind redemptions by other feeder funds.
---------------------------------------------------------------------------

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 Advisers and are 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.\30\
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'').
---------------------------------------------------------------------------

    \30\ 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, or its respective Master Fund, in which the
Investing Management Company may invest. In addition, under condition
B.5., a Fund of Funds Adviser, or a Fund of Funds' trustee or Sponsor,
as applicable, will waive fees otherwise payable to it by the Fund of
Funds in an amount at least equal to any compensation (including fees
received pursuant to any plan adopted by a Fund, or its respective
Master Fund, under rule 12b-1 under the Act) received from a Fund by
the Fund of Funds Adviser, trustee or Sponsor or an affiliated person
of the Fund of Funds Adviser, trustee or Sponsor, other than any
advisory fees paid to the Fund of Funds Adviser, trustee or Sponsor or
its affiliated person by a Fund, in connection with the investment by
the Fund of Funds in the Fund. Applicants state that any sales charges
and/or service fees charged with respect to shares of a Fund of Funds
will not exceed the limits applicable to a fund of funds as set forth
in NASD Conduct Rule 2830.\31\
---------------------------------------------------------------------------

    \31\ 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, nor its
respective Master Fund, will acquire securities of any investment
company or company relying on section 3(c)(1) or 3(c)(7) of the Act in
excess of the limits contained in section 12(d)(1)(A) of the Act,
except to the extent permitted by exemptive relief from the Commission
permitting the Fund, or its respective Master Fund, to purchase shares
of other investment companies for short-term cash management purposes
or pursuant to the Master-Feeder Relief. To ensure a Fund of Funds is
aware of the terms and conditions of the requested order, the Fund of
Funds will enter into an agreement with the Fund (``FOF Participation
Agreement''). The FOF Participation Agreement will include an
acknowledgement from the Fund of Funds that it may rely on the order
only to invest in the Funds and not in any other investment company.
    18. Applicants also note that a Fund may choose to reject a direct
purchase of Shares in Creation Units by a Fund of Funds. To the extent
that a Fund of Funds purchases Shares in the secondary market, a Fund
would still retain its ability to reject any initial investment by a
Fund of Funds in excess of the limits of section 12(d)(1)(A) by
declining to enter into a FOF Participation Agreement with the Fund of
Funds.
    19. Applicants also are seeking the Master-Feeder Relief to permit
the Feeder Funds to perform creations and redemptions of Shares in-kind
in a master-feeder structure. Applicants assert that this structure is
substantially identical to traditional master-feeder structures
permitted pursuant to the exception provided in section 12(d)(1)(E) of
the Act. Section 12(d)(1)(E) provides that the percentage limitations
of section 12(d)(1)(A) and (B) shall not apply to a security issued by
an investment company (in this case, the shares of the applicable
Master Fund) if, among other things, that security is the only
investment security held by the investing investment company (in this
case, the Feeder

Fund). Applicants believe the proposed master-feeder structure complies
with section 12(d)(1)(E) because each Feeder Fund will hold only
investment securities issued by its corresponding Master Fund; however,
the Feeder Funds may receive securities other than securities of its
corresponding Master Fund if a Feeder Fund accepts an in-kind creation.
To the extent that a Feeder Fund may be deemed to be holding both
shares of the Master Fund and other securities, applicants request
relief from section 12(d)(1)(A) and (B). The Feeder Funds would operate
in compliance with all other provisions of section 12(d)(1)(E).

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

    20. Sections 17(a)(1) and (2) of the Act generally prohibit an
affiliated person of a registered investment company, or an affiliated
person of such a person, from selling any security to or purchasing any
security from the company. Section 2(a)(3) of the Act defines
``affiliated person'' of another person to include (a) any person
directly or indirectly owning, controlling or holding with power to
vote 5% or more of the outstanding voting securities of the other
person, (b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held with
the power to vote by the other person, and (c) any person directly or
indirectly controlling, controlled by or under common control with the
other person. Section 2(a)(9) of the Act defines ``control'' as the
power to exercise a controlling influence over the management or
policies of a company, and provides that a control relationship will be
presumed where one person owns more than 25% of a company's voting
securities. The Funds may be deemed to be controlled by the Adviser or
an entity controlling, controlled by or under common control with the
Adviser and hence affiliated persons of each other. In addition, the
Funds may be deemed to be under common control with any other
registered investment company (or series thereof) advised by the
Adviser or an entity controlling, controlled by or under common control
with the 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.
    21. Applicants request an exemption from sections 17(a)(1) and
17(a)(2) of the Act pursuant to sections 6(c) and 17(b) of the Act to
permit persons that are Affiliated Persons of the Funds, or 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.''
    22. 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.
    23. Applicants also seek relief under sections 6(c) and 17(b) from
section 17(a) to permit a Fund that is an affiliated person, or an
affiliated person of an affiliated person, of a Fund of Funds to sell
its Shares to and redeem its Shares from a Fund of Funds, and to engage
in the accompanying in-kind transactions with the Fund of Funds.\32\
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.\33\
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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    \32\ 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 the Adviser or an
entity controlling, controlled by or under common control with the
Adviser provides investment advisory services to that Fund of Funds.
    \33\ 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.
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    24. To the extent that a Fund operates in a master-feeder
structure, applicants also request relief permitting the Feeder Funds
to engage in in-kind creations and redemptions with the applicable
Master Fund. Applicants state that the customary section 17(a)(1) and
17(a)(2)

relief would not be sufficient to permit such transactions because the
Feeder Funds and the applicable Master Fund could also be affiliated by
virtue of having the same investment adviser. However, applicants
believe that in-kind creations and redemptions between a Feeder Fund
and a Master Fund advised by the same investment adviser do not involve
``overreaching'' by an affiliated person. Such transactions will occur
only at the Feeder Fund's proportionate share of the Master Fund's net
assets, and the distributed securities will be valued in the same
manner as they are valued for the purposes of calculating the
applicable Master Fund's NAV. Further, all such transactions will be
effected with respect to pre-determined securities and on the same
terms with respect to all investors. Finally, such transaction would
only occur as a result of, and to effectuate, a creation or redemption
transaction between the Feeder Fund and a third-party investor.
Applicants believe that the terms of the proposed transactions are
reasonable and fair and do not involve overreaching on the part of any
person concerned, the proposed transactions are consistent with the
policy of each Fund and will be consistent with the investment
objectives and policies of each Fund of Funds, and the proposed
transactions are consistent with the general purposes of the Act.
Applicants' Conditions
    Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:

A. ETF Relief

    1. The requested relief, other than the section 12(d)(1) Relief and
the section 17 relief related to a master-feeder structure, 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 Fund will post on the Web site on each Business Day, before
commencement of trading of Shares on the Exchange, the Fund's, or its
respective Master Fund's, Portfolio Holdings.
    6. Neither the Adviser nor any Sub-Adviser to a Self-Indexing Fund,
directly or indirectly, will cause any Authorized Participant (or any
investor on whose behalf an Authorized Participant may transact with
the Self-Indexing Fund) to acquire any Deposit Instrument for a Self-
Indexing Fund, or its respective Master Fund, through a transaction in
which the Self-Indexing Fund, or its respective Master Fund, could not
engage directly.

B. 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, or its respective Master
Fund, within the meaning of section 2(a)(9) of the Act. The members of
a Fund of Funds' Sub-Advisory Group will not control (individually or
in the aggregate) a Fund, or its respective Master Fund, within the
meaning of section 2(a)(9) of the Act. If, as a result of a decrease in
the outstanding voting securities of a Fund, the Fund of Funds'
Advisory Group or the Fund of Funds' 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, or its respective Master Fund, for which the
Fund of Funds' Sub-Adviser or a person controlling, controlled by or
under common control with the Fund of Funds' Sub-Adviser acts as the
investment adviser within the meaning of section 2(a)(20)(A) of the
Act.
    2. No Fund of Funds or Fund of Funds Affiliate will cause any
existing or potential investment by the Fund of Funds in a Fund to
influence the terms of any services or transactions between the Fund of
Funds or Fund of Funds Affiliate and the Fund, or its respective Master
Fund, or a Fund Affiliate.
    3. The board of directors or trustees of an Investing Management
Company, including a majority of the disinterested directors or
trustees, will adopt procedures reasonably designed to ensure that the
Fund of Funds Adviser and Fund of Funds Sub-Adviser are conducting the
investment program of the Investing Management Company without taking
into account any consideration received by the Investing Management
Company or a Fund of Funds Affiliate from a Fund, or its respective
Master Fund, or Fund Affiliate in connection with any services or
transactions.
    4. Once an investment by a Fund of Funds in the securities of a
Fund exceeds the limits in section 12(d)(1)(A)(i) of the Act, the Board
of the Fund, or its respective Master Fund, including a majority of the
directors or trustees who are not ``interested persons'' within the
meaning of section 2(a)(19) of the Act (``non-interested Board
members''), will determine that any consideration paid by the Fund, or
its respective Master Fund, to the Fund of Funds or a Fund of Funds
Affiliate in connection with any services or transactions: (i) Is fair
and reasonable in relation to the nature and quality of the services
and benefits received by the Fund, or its respective Master Fund; (ii)
is within the range of consideration that the Fund would be required to
pay to another unaffiliated entity in connection with the same services
or transactions; and (iii) does not involve overreaching on the part of
any person concerned. This condition does not apply with respect to any
services or transactions between a Fund, or its respective Master Fund,
and its investment adviser(s), or any person controlling, controlled by
or under common control with such investment adviser(s).
    5. The Fund of Funds Adviser, or trustee or Sponsor of an Investing
Trust, as applicable, will waive fees otherwise payable to it by the
Fund of Funds in an amount at least equal to any compensation
(including fees received pursuant to any plan adopted by a Fund, or its
respective Master Fund, under rule 12b-l under the Act) received from a
Fund, or its respective Master Fund, by the Fund of Funds Adviser, or
trustee or Sponsor of the Investing Trust, or an affiliated person of
the Fund of Funds Adviser, or trustee or Sponsor of the Investing
Trust, other than any advisory fees paid to the Fund of Funds Adviser,
trustee or Sponsor of an Investing Trust, or its affiliated person by
the Fund, or its respective Master Fund, in connection with the

investment by the Fund of Funds in the Fund. Any Fund of Funds Sub-
Adviser will waive fees otherwise payable to the Fund of Funds Sub-
Adviser, directly or indirectly, by the Investing Management Company in
an amount at least equal to any compensation received from a Fund, or
its respective Master Fund, by the Fund of Funds Sub-Adviser, or an
affiliated person of the Fund of Funds Sub-Adviser, other than any
advisory fees paid to the Fund of Funds Sub-Adviser or its affiliated
person by the Fund, or its respective Master Fund, in connection with
the investment by the Investing Management Company in the Fund made at
the direction of the Fund of Funds Sub-Adviser. In the event that the
Fund of Funds Sub-Adviser waives fees, the benefit of the waiver will
be passed through to the Investing Management Company.
    6. No Fund of Funds or Fund of Funds Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund)
will cause a Fund, or its respective Master Fund, to purchase a
security in any Affiliated Underwriting.
    7. The Board of a Fund, or its respective Master Fund, including a
majority of the non-interested Board members, will adopt procedures
reasonably designed to monitor any purchases of securities by the Fund,
or its respective Master Fund, in an Affiliated Underwriting, once an
investment by a Fund of Funds in the securities of the Fund exceeds the
limit of section 12(d)(1)(A)(i) of the Act, including any purchases
made directly from an Underwriting Affiliate. The Board will review
these purchases periodically, but no less frequently than annually, to
determine whether the purchases were influenced by the investment by
the Fund of Funds in the Fund. The Board will consider, among other
things: (i) Whether the purchases were consistent with the investment
objectives and policies of the Fund, or its respective Master Fund;
(ii) how the performance of securities purchased in an Affiliated
Underwriting compares to the performance of comparable securities
purchased during a comparable period of time in underwritings other
than Affiliated Underwritings or to a benchmark such as a comparable
market index; and (iii) whether the amount of securities purchased by
the Fund, or its respective Master Fund, in Affiliated Underwritings
and the amount purchased directly from an Underwriting Affiliate have
changed significantly from prior years. The Board will take any
appropriate actions based on its review, including, if appropriate, the
institution of procedures designed to ensure that purchases of
securities in Affiliated Underwritings are in the best interest of
shareholders of the Fund.
    8. Each Fund, or its respective Master Fund, will maintain and
preserve permanently in an easily accessible place a written copy of
the procedures described in the preceding condition, and any
modifications to such procedures, and will maintain and preserve for a
period of not less than six years from the end of the fiscal year in
which any purchase in an Affiliated Underwriting occurred, the first
two years in an easily accessible place, a written record of each
purchase of securities in Affiliated Underwritings once an investment
by a Fund of Funds in the securities of the Fund exceeds the limit of
section 12(d)(1)(A)(i) of the Act, setting forth from whom the
securities were acquired, the identity of the underwriting syndicate's
members, the terms of the purchase, and the information or materials
upon which the Board's determinations were made.
    9. Before investing in a Fund in excess of the limit in section
12(d)(1)(A), a Fund of Funds and the applicable Trust will execute a
FOF Participation Agreement stating without limitation that their
respective boards of directors or trustees and their investment
advisers, or trustee and Sponsor, as applicable, understand the terms
and conditions of the order, and agree to fulfill their
responsibilities under the order. At the time of its investment in
Shares of a Fund in excess of the limit in section 12(d)(1)(A)(i), a
Fund of Funds will notify the Fund of the investment. At such time, the
Fund of Funds will also transmit to the Fund a list of the names of
each Fund of Funds Affiliate and Underwriting Affiliate. The Fund of
Funds will notify the Fund of any changes to the list of the names as
soon as reasonably practicable after a change occurs. The Fund and the
Fund of Funds will maintain and preserve a copy of the order, the FOF
Participation Agreement, and the list with any updated information for
the duration of the investment and for a period of not less than six
years thereafter, the first two years in an easily accessible place.
    10. Before approving any advisory contract under section 15 of the
Act, the board of directors or trustees of each Investing Management
Company including a majority of the disinterested directors or
trustees, will find that the advisory fees charged under such contract
are based on services provided that will be in addition to, rather than
duplicative of, the services provided under the advisory contract(s) of
any Fund, or its respective Master Fund, in which the Investing
Management Company may invest. These findings and their basis will be
fully recorded in the minute books of the appropriate Investing
Management Company.
    11. Any sales charges and/or service fees charged with respect to
shares of a Fund of Funds will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    12. No Fund, or its respective Master Fund, will acquire securities
of an investment company or company relying on section 3(c)(1) or
3(c)(7) of the Act in excess of the limits contained in section
12(d)(1)(A) of the Act, except to the extent (i) the Fund, or its
respective Master Fund, acquires securities of another investment
company pursuant to exemptive relief from the Commission permitting the
Fund, or its respective Master Fund, to acquire securities of one or
more investment companies for short-term cash management purposes or
(ii) the Fund acquires securities of the Master Fund pursuant to the
Master-Feeder Relief.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-10176 Filed 4-30-15; 8:45 am]
BILLING CODE 8011-01-P