[Federal Register Volume 80, Number 45 (Monday, March 9, 2015)]
[Notices]
[Pages 12526-12534]
[FR Doc No: 2015-05288]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31492; 812-13819]

Janus ETF Trust, et al.; Notice of Application

March 3, 2015.
AGENCY: Securities and Exchange Commission (the ``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, and under sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and (2) of the Act, and under section
12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and (B) of the
Act.

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    Applicants: Janus ETF Trust (the ``Trust''), Janus Capital
Management LLC (the ``Adviser'') and Janus Distributors LLC (``Janus
Distributors'').
    Summary of Application: Applicants request an order that permits:
(a) Actively-managed series of the Trust to issue shares (``Shares'')
redeemable in large aggregations only (``Creation Units''); (b)
secondary market transactions in Shares to occur at negotiated market
prices; (c) certain series to pay redemption proceeds, under certain
circumstances, more than seven days after the tender of Creation Units
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.
    Filing Dates: The application was filed on September 3, 2010, and
amended on March 25, 2011 and November 6, 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 March 27,
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: Brent J. Fields, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549. Applicants: Janus
Capital Management LLC, 151 Detroit Street, Denver, Colorado 80206.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at
(202) 551-6873 or Dalia Osman Blass, Assistant Chief Counsel, at (202)
551-6821 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Applicants' Representations

    1. The Trust is registered as an open-end management investment
company under the Act and is organized as a Delaware statutory trust.
The Trust will offer Funds (as defined below), each of which, or its
respective Master Fund (as defined below), will have distinct
investment strategies and will attempt to achieve its investment
objective by utilizing an active management strategy. The Initial Fund
of the Trust (the ``Initial Fund'') will employ an actively-managed
fixed-income strategy to maximize total return, consistent with
preservation of capital. The Initial Fund will invest under normal
circumstances in bonds, including, but not limited to government notes
and bonds, corporate bonds, convertible bonds, commercial and
residential mortgage-backed securities, asset-backed securities, zero-
coupon bonds, and derivatives that provide exposure to bonds.
    2. Janus Capital Management LLC, a Delaware limited liability
company, is, and any other Adviser will be, registered as an investment
adviser under the Investment Advisers Act of 1940 (the ``Advisers
Act''). The Adviser will be the investment adviser to each Fund, or its
respective Master Fund, and may enter into sub-advisory agreements with
one or more investment advisers, each of which will serve as sub-
adviser (each, a ``Sub-Adviser'') to a Fund, or its respective Master
Fund. Any Sub-Adviser will be registered or not subject to registration
under the Advisers Act. Janus Distributors, a Delaware limited
liability company, is, and any other Distributor will be, registered as
a broker-dealer (``Broker'') under the Securities Exchange Act of 1934
(the ``Exchange Act'').\1\ A Distributor will serve as the principal
underwriter and distributor for each of the Funds.
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    \1\ For purposes of the requested order, the term
``Distributor'' shall include any other entity that acts as the
distributor and principal underwriter of the Creation Units of
Shares of the Funds in the future and complies with the terms and
conditions of the application.
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    3. Applicants request that the order apply to future series of the
Trust or of any other open-end investment company that currently exists
or may be created in the future that, in each case, (a) is an actively
managed exchange-traded fund (``ETF''), (b) is advised by Janus Capital
Management LLC or an entity controlling, controlled by, or under common
control with Janus Capital Management LLC (each such entity or any
successor entity thereto is included in the term ``Adviser'') \2\ and
(c) complies with the terms and conditions of the application
(individually a ``Fund,'' and collectively, the ``Funds'').\3\
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    \2\ For the purposes of the requested order, ``successor'' is
limited to an entity that would result from a reorganization into
another jurisdiction or a change in the type of business
organization.
    \3\ All entities that currently intend to rely on the order are
named as applicants. Any entity that relies on the order in the
future will comply with the terms and conditions of the application.
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    4. The Funds, or their respective Master Funds, may invest in
equity securities or fixed income securities traded in the U.S. or non-
U.S. markets. Funds, or their respective Master Funds, that invest in
equity securities or fixed income securities traded in the U.S. or non-
U.S. markets are ``Global Funds.'' Funds, or their respective Master
Funds, that invest solely in foreign equity securities or foreign fixed
income securities are ``Foreign Funds.'' The Funds, or their respective
Master Funds, may also invest in ``Depositary Receipts'' \4\ and may
engage in TBA Transactions (defined below). Applicants further state
that, in order to implement each Fund's investment strategy, the
Adviser and/or Sub-Advisers of a Fund may review and change the
securities, or instruments, or other assets or positions held by the
Fund, or its respective Master Fund (``Portfolio Positions'') daily.\5\
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    \4\ Depositary Receipts are typically issued by a financial
institution (a ``Depositary'') and evidence ownership in a security
or pool of securities that have been deposited with the Depositary.
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 persons of applicants or any Sub-Adviser will serve as
the Depositary for any Depositary Receipts held by a Fund (or its
respective Master Fund).
    \5\ If a Fund (or its respective Master Fund) invests in
derivatives, then (a) the Fund's board of trustees or directors (for
any entity, the ``Board'') will periodically review and approve the
Fund's (or, in the case of a Feeder Fund, its Master Fund's) use of
derivatives and how the Fund's investment adviser assesses and
manages risk with respect to the Fund's (or, in the case of a Feeder
Fund, its Master Fund's) use of derivatives and (b) the Fund's
disclosure of its (or, in the case of a Feeder Fund, its Master
Fund's) use of derivatives in its offering documents and periodic
reports will be consistent with relevant Commission and staff
guidance.
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    5. Applicants also request that any exemption under section
12(d)(1)(J) of the Act from sections 12(d)(1)(A) and (B) apply to: (i)
Any Fund; (ii) any Acquiring Fund (as defined below); and (iii) any
Brokers selling Shares of a Fund to an Acquiring Fund or any principal
underwriter of a Fund. A management investment company or unit
investment trust registered under the Act that is not part of the same
``group of investment companies'' as the Fund within the meaning of
section 12(d)(1)(G)(ii) of the Act and that acquires Shares of a Fund
in excess of the limits of Section 12(d)(1)(A) of the Act is referred
to as an ``Acquiring Management Company'' or an ``Acquiring Trust,''
respectively, and the Acquiring Management Companies and Acquiring
Trusts are referred to collectively as ``Acquiring Funds.''\6\
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    \6\ An Acquiring Fund may rely on the order only to invest in a
Fund and not in any other registered investment company.
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    6. Applicants further request that the order permit a Fund to
operate as a feeder fund (``Feeder Fund'') (``Master-Feeder Relief'').
Under the order, a Feeder Fund would be permitted 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,\7\ and the Master Fund, and any principal
underwriter for the Master Fund, would be permitted to sell shares of
the Master

Fund to the Feeder Fund beyond the limitations in section 12(d)(1)(B)
of the Act. Applicants request that the Master-Feeder Relief apply to
any Feeder Fund, any Master Fund and any principal underwriter for the
Master Funds selling shares of a Master Fund to a Feeder Fund.
Applicants state that creating an exchange-traded feeder fund may be
preferable to creating entirely new series for several reasons,
including avoiding additional overhead costs and economies of scale for
the Feeder Funds.\8\ Applicants assert that while certain costs may be
higher in a master-feeder structure and that there may possibly be
lower tax efficiencies for the Feeder Funds, the Feeder Funds' Board
will consider any such potential disadvantages against the benefits of
economies of scale and other benefits of operating within a master-
feeder structure.
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    \7\ A Feeder Fund managed in a master-feeder structure will not
make direct investments in any security or other instrument other
than the securities issued by its respective Master Fund.
    \8\ In a master-feeder structure, the Master Fund, rather than
the Feeder Fund, would invest its portfolio in compliance with the
order. 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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    7. A Creation Unit will consist of at least 25,000 Shares and
applicants expect that the trading price of a Share will range from $20
to $100. All orders to purchase Creation Units must be placed with the
Distributor by or through an ``Authorized Participant,'' which is
either (a) a Broker or other participant in the Continuous Net
Settlement System of the National Securities Clearing Corporation
(``NSCC'', and such process the ``NSCC Process''), or (b) a participant
in the Depository Trust Company (``DTC,'' such participant ``DTC
Participant'' and such process the ``DTC Process''), which, in either
case, has executed an agreement with the Distributor with respect to
the purchase and redemption of Creation Units.
    8. In order to keep costs low and permit each Fund to be as fully
invested as possible, Shares will be purchased and redeemed in Creation
Units and generally on an in-kind basis.\9\ 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'').\10\ On any given Business Day \11\ 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, and these instruments may be
referred to, in the case of either a purchase or a redemption, as the
``Creation Basket.'' In addition, the Creation Basket will correspond
pro rata to the positions in a Fund's portfolio (including cash
positions),\12\ 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;\13\ or (c) TBA Transactions,\14\ short
positions and other positions that cannot be transferred in kind\15\
will be excluded from the Creation Basket.\16\ If there is a difference
between the NAV attributable to a Creation Unit and the aggregate
market value of the Creation Basket 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 ``Balancing
Amount'').
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    \9\ Feeder Funds will redeem shares from the appropriate Master
Fund and then deliver to the redeeming shareholder the applicable
redemption payment.
    \10\ 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.
    \11\ Each Fund will sell and redeem Creation Units on any day
that the Trust is open, including as required by section 22(e) of
the Act (each, a ``Business Day'').
    \12\ The portfolio used for this purpose will be the same
portfolio used to calculate the Fund's net asset value (``NAV'') for
that Business Day.
    \13\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \14\ A TBA Transaction is a method of trading mortgage-backed
securities. In a TBA Transaction, the buyer and seller agree on
general trade parameters such as agency, settlement date, par amount
and price.
    \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
Creation Basket, their value will be reflected in the determination
of the Balancing Amount (defined below).
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    9. 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 Balancing Amount,
as described above; (b) if, on a given Business Day, a 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, a Fund determines to require the purchase or
redemption, as applicable, to be made entirely in cash; (d) if, on a
given Business Day, a 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
Process or DTC Process; or (ii) in the case of Global Funds and Foreign
Funds, such instruments are not eligible for trading due to local
trading restrictions, local restrictions on securities transfers or
other similar circumstances; or (e) if a 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 Global Fund or Foreign Fund
would be subject to unfavorable income tax treatment if the holder
receives redemption proceeds in kind.\17\
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    \17\ 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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    10. Each Business Day, before the open of trading on a national
securities exchange, as defined in section 2(a)(26) of the Act (a
``Listing Market''), on which Shares are listed and traded, each Fund
will cause to be published through the NSCC the names and quantities of
the instruments comprising the Creation Basket, as well as the
estimated Balancing Amount (if any), for that day. The published
Creation Basket will apply until a new Creation Basket is announced on
the following Business Day, and there will be no intra-day changes to
the Creation Basket except to correct errors in the published Creation
Basket. The Listing Market will disseminate, every 15 seconds
throughout the regular trading hours, through the facilities of the
Consolidated Tape Association, an estimated NAV, which is an amount per

Share representing the current value of the Portfolio Positions that
were publicly disclosed prior to the commencement of trading in Shares
on the Listing Market.
    11. Each Fund will recoup the settlement costs charged by NSCC and
DTC by imposing a fee (the ``Transaction Fee'') on investors purchasing
or redeeming Creation Units.\18\ Where a Fund permits an in-kind
purchaser or redeemer to deposit or receive cash in lieu of one or more
Deposit or Redemption Instruments, the purchaser or redeemer may be
assessed a higher Transaction Fee to offset the cost of buying or
selling those particular Deposit or Redemption Instruments. In all
cases, such Transaction Fees will be limited in accordance with
requirements of the Commission applicable to management investment
companies offering redeemable securities. All orders to purchase
Creation Units must be placed with the Distributor by or through an
Authorized Participant and the Distributor will transmit such orders to
the Funds. The Distributor will be responsible for maintaining records
of both the orders placed with it and the confirmations of acceptance
furnished by it.
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    \18\ 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.
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    12. Purchasers of Shares in Creation Units may hold such Shares or
may sell such Shares into the secondary market. Shares will be listed
and traded at negotiated prices on a Listing Market and it is expected
that the relevant Listing Market will designate one or more member
firms to maintain a market for the Shares.\19\ The price of Shares
trading on a Listing Market will be based on a current bid-offer in the
secondary market. Purchases and sales of Shares in the secondary market
will not involve a Fund and will be subject to customary brokerage
commissions and charges.
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    \19\ If Shares are listed on The NASDAQ Stock Market LLC
(``Nasdaq'') or a similar electronic Listing Market (including NYSE
Arca, Inc.), one or more member firms of that Listing Market will
act as market maker (a ``Market Maker'') and maintain a market for
Shares trading on that Listing Market. On Nasdaq, no particular
Market Maker would be contractually obligated to make a market in
Shares. However, the listing requirements on Nasdaq stipulate that
at least two Market Makers must be registered in Shares to maintain
a listing. Registered Market Makers are required to make a
continuous two-sided market or subject themselves to regulatory
sanctions. No Market Maker will be an affiliated person, or an
affiliated person of an affiliated person, of the Funds, except
within the meaning of section 2(a)(3)(A) or (C) of the Act due
solely to ownership of Shares.
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    13. Applicants expect that purchasers of Creation Units will
include institutional investors and arbitrageurs. Applicants expect
that secondary market purchasers of Shares will include both
institutional and retail investors.\20\ Applicants believe that the
structure and operation of the Funds will be designed to enable
efficient arbitrage and, thereby, minimize the probability that Shares
will trade at a material premium or discount to a Fund's NAV.
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    \20\ Shares will be registered in book-entry form only. DTC or
its nominee will be the registered owner of all outstanding Shares.
Beneficial ownership of Shares will be shown on the records of DTC
or DTC Participants.
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    14. Shares will not be individually redeemable and owners of Shares
may acquire those Shares from a 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 by or through an Authorized Participant. As
discussed above, redemptions of Creation Units will generally be made
on an in-kind basis, subject to certain specified exceptions under
which redemptions may be made in whole or in part on a cash basis, and
will be subject to a Transaction Fee.
    15. Neither a Trust nor any Fund will be advertised or marketed or
otherwise held out as a traditional open-end investment company or
mutual fund. Instead, each Fund will be marketed as an ``actively-
managed exchange-traded fund.'' All marketing materials that describe
the features or method of obtaining, buying, or selling Creation Units,
or Shares traded on a Listing Market, or refer to redeemability, will
prominently disclose that Shares are not individually redeemable and
that the owners of Shares may acquire those Shares from a Fund or
tender those Shares for redemption to the Fund in Creation Units only.
    16. The Trust's Web site (``Website''), which will be publicly
available prior to the offering of Shares, will include each Fund's
prospectus (``Prospectus''), statement of additional information
(``SAI''), and summary prospectus, if used. The Web site will contain,
on a per Share basis for each Fund, the prior Business Day's NAV and
the market closing price or mid-point of the bid/ask spread at the time
of calculation of such NAV (``Bid/Ask Price''), and a calculation of
the premium or discount of the market closing price or the Bid/Ask
Price against such NAV. On each Business Day, prior to the commencement
of trading in Shares on a Listing Market, each Fund shall post on the
Web site the identities and quantities of the Portfolio Positions held
by the Fund, or its respective Master Fund, that will form the basis
for the calculation of the NAV at the end of that Business Day.\21\
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    \21\ Under accounting procedures followed by the 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
profolio that will form the basis for the NAV calculation at the end
of the Business Day.
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Applicants' Legal Analysis

    1. Applicants request an order under section 6(c) of the Act
granting 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; and under sections 6(c) and
17(b) of the Act granting an exemption from sections 17(a)(1) and (2)
of the Act, and under section 12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and (B) 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 provision 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
holder, 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 Trust to
register as an open-end management investment company and issue Shares
that are redeemable in Creation Units only.\22\ Applicants state that
investors may purchase Shares in Creation Units from each Fund and that
Creation Units will always be redeemable in accordance with the
provisions of the Act. Applicants further state that because the market
price of Shares will be disciplined by arbitrage opportunities,
investors should be able to sell Shares in the secondary market at
prices that do not vary materially from their NAV.
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    \22\ 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.
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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 a principal 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 the 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.\23\
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    \23\ The Master Funds will not require relief from section 22(d)
or rule 22c-1 because shares of the Master Funds will not trade at
negotiated prices in the secondary market.
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    5. Applicants state 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) to prevent dilution caused by
certain riskless-trading schemes by principal underwriters and contract
dealers, (b) to prevent unjust discrimination or preferential treatment
among buyers and (c) to ensure an orderly distribution system of shares
by contract dealers by eliminating price competition from non-contract
dealers who could offer investors shares at less than the published
sales price and who could pay investors a little more than the
published redemption price.
    6. Applicants assert that the protections intended to be afforded
by Section 22(d) and rule 22c-1 are adequately addressed by the
proposed methods for creating, redeeming and pricing Creation Units and
pricing and trading Shares. Applicants state that (a) secondary market
trading in Shares does not involve the Funds as parties and cannot
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 but do
not occur as a result of unjust or discriminatory manipulation.
Finally, applicants assert that competitive forces in the marketplace
should ensure that the margin between NAV and the price for the Shares
in the secondary market remains narrow.

Section 22(e) of the Act

    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
observe that the settlement of redemptions of Creation Units of the
Foreign and Global Funds is contingent not only on the settlement cycle
of the U.S. securities markets but also on the delivery cycles present
in foreign markets for underlying foreign Portfolio Positions in which
those Funds invest. Applicants have been advised that, under certain
circumstances, the delivery cycles for transferring Portfolio Positions
to redeeming investors, coupled with local market holiday schedules,
will require a delivery process of up to fifteen (15) calendar days.
Applicants therefore request relief from section 22(e) in order to
provide payment or satisfaction of redemptions within a longer number
of calendar days as required for such payment or satisfaction in the
principal local markets where transactions in the Portfolio Positions
of each Foreign and Global Fund customarily clear and settle, but in
all cases no later than fifteen (15) days following the tender of a
Creation Unit.\24\
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    \24\ Applicants acknowledge that no relief obtained from the
requirements of Section 22(e) of the Act will affect any obligations
that it may otherwise have under Rule 15c6-1 under the Exchange Act.
Rule 15c6-1 requires that most securities transactions be settled
within three business days of the trade date.
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    8. Applicants state that section 22(e) was designed to prevent
unreasonable, undisclosed or unforeseen delays in the actual payment of
redemption proceeds. Applicants assert that the protections intended to
be afforded by Section 22(e) are adequately addressed by the proposed
method and securities delivery cycles for redeeming Creation Units.
Applicants state that allowing redemption payments for Creation Units
of a Fund to be made within a maximum of fifteen (15) calendar days\25\
would not be inconsistent with the spirit and intent of section
22(e).\26\ Applicants represent that each Fund's Prospectus and/or SAI
will identify those instances in a given year where, due to local
holidays, more than seven calendar days, up to a maximum of fifteen
(15) calendar days, will be needed to deliver redemption proceeds and
will list such holidays. Applicants are not seeking relief from section
22(e) with respect to Foreign and Global Funds that do not effect
redemptions in-kind.
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    \25\ Certain countries in which a Fund may invest have
historically had settlement periods of up to 15 calendar days.
    \26\ Other feeder funds invested in any Master Fund are not
seeking, and will not rely on, the section 22(e) relief requested
herein.
---------------------------------------------------------------------------

Section 12(d)(1) of the Act

    9. Section 12(d)(1)(A) of the Act prohibits a registered investment
company from acquiring shares of an investment company if the
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, or
any other broker or dealer from selling its 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.
    10. Applicants request relief to permit Acquiring Funds to acquire
Shares in excess of the limits in section 12(d)(1)(A) of the Act and to
permit the Funds, their principal underwriters and any Broker to sell
Shares to Acquiring Funds in excess of the limits in section

12(d)(l)(B) of the Act. Applicants submit that the proposed conditions
to the requested relief address the concerns underlying the limits in
section 12(d)(1), which include concerns about undue influence,
excessive layering of fees and overly complex structures.
    11. Applicants submit that their proposed conditions address
concerns regarding the potential for undue influence. To limit the
control that an Acquiring Fund may have over a Fund, applicants propose
a condition prohibiting the adviser of an Acquiring Management Company
(``Acquiring Fund Advisor''), sponsor of an Acquiring Trust
(``Sponsor''), any person controlling, controlled by, or under common
control with the Acquiring Fund Advisor or Sponsor, 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 that is advised or sponsored by the
Acquiring Fund Advisor, the Sponsor, or any person controlling,
controlled by, or under common control with the Acquiring Fund Advisor
or Sponsor (``Acquiring Fund's 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 sub-adviser
to an Acquiring Fund (``Acquiring Fund Sub-Advisor''), any person
controlling, controlled by or under common control with the Acquiring
Fund Sub-Advisor, 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 Acquiring Fund Sub-Advisor or any person controlling, controlled by
or under common control with the Acquiring Fund Sub-Advisor
(``Acquiring Fund's Sub-Advisory Group'').
    12. Applicants propose a condition to ensure that no Acquiring Fund
or Acquiring Fund Affiliate \27\ (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, Acquiring Fund Advisor, Acquiring Fund Sub-
Advisor, employee or Sponsor of the Acquiring Fund, or a person of
which any such officer, director, member of an advisory board,
Acquiring Fund Advisor, Acquiring Fund Sub-Advisor, employee or Sponsor
is an affiliated person (except any person whose relationship to the
Fund is covered by section 10(f) of the Act is not an Underwriting
Affiliate).
---------------------------------------------------------------------------

    \27\ An ``Acquiring Fund Affiliate'' is any Acquiring Fund
Advisor, Acquiring Fund Sub-Advisor, Sponsor, promoter and principal
underwriter of an Acquiring Fund, and any person controlling,
controlled by or under common control with any of these entities.
``Fund Affiliate'' is an investment adviser, promoter, or principal
underwriter of a Fund or any person controlling, controlled by or
under common control with any of these entities.
---------------------------------------------------------------------------

    13. Applicants propose several conditions to address the potential
for layering of fees. Applicants note that the Board of any Acquiring
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 (for any Board, the ``Independent Trustees''), will
be required to 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 Acquiring Management Company may invest. Applicants
also state that any sales charges and/or service fees charged with
respect to shares of an Acquiring Fund will not exceed the limits
applicable to a fund of funds as set forth in NASD Conduct Rule
2830.\28\
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    \28\ Any reference to NASD Conduct Rule 2830 includes any
successor or replacement rule that may be adopted by the Financial
Industry Regulatory Authority.
---------------------------------------------------------------------------

    14. Applicants submit that the proposed arrangement will not create
an overly complex fund structure. Applicants note that a Fund will be
prohibited from acquiring 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.
    15. To ensure that an Acquiring Fund is aware of the terms and
conditions of the requested order, the Acquiring Funds must enter into
an agreement with the respective Funds (``Acquiring Fund Agreement'').
The Acquiring Fund Agreement will include an acknowledgement from the
Acquiring Fund that it may rely on the order only to invest in a Fund
and not in any other investment company.
    16. Applicants also are seeking relief from sections 12(d)(1)(A)
and 12(d)(1)(B) to the extent necessary 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 sections
12(d)(1)(A) and (B) will 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 in the investing fund's portfolio (in this case, the
Feeder Fund's portfolio). 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 sections 12(d)(1)(A) and (B). The Feeder Funds
would operate in compliance with all other provisions of section
12(d)(1)(E).

Section 17(a) of the Act

    17. Section 17(a) of the Act generally prohibits an affiliated
person of a registered investment company, or an affiliated person of
such person (``Second Tier Affiliates''), from selling any security to
or purchasing any security from the company. Section 2(a)(3) of the Act
defines ``affiliated person'' to include 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 and 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 the fund and provides that a
control relationship will be presumed where one person owns more than
25% of another person'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'').
    18. Applicants request an exemption under sections 6(c) and 17(b)
of the Act from sections 17(a)(1) and 17(a)(2) of the Act to permit in-
kind purchases and redemptions of Creation Units from the Funds by
persons that are affiliated persons or Second Tier Affiliates of the
Funds solely by virtue of one or more of the following: (a) Holding 5%
or more, or more than 25%, of the Shares of a Trust of one or more
Funds; (b) having 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. Applicants also request
an exemption in order to permit each Fund to sell Shares to and redeem
Shares from, and engage in the in-kind transactions that would
accompany such sales and redemptions with, any Acquiring Fund of which
the Fund is an affiliated person or Second-Tier Affiliate.\29\
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    \29\ Applicants anticipate that most Acquiring Funds will
purchase Shares in the secondary market and will not purchase or
redeem Creation Units directly from a Fund. To the extent that
purchases and sales of Shares occur in the secondary market and not
through principal transactions directly between an Acquiring Fund
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 an Acquiring Fund and redemptions of
those Shares in Creation Units. The requested relief is intended to
cover transactions that would accompany such sales and redemptions.
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 an Acquiring Fund because an investment adviser
to the Funds is also an investment adviser to that Acquiring Fund.
---------------------------------------------------------------------------

    19. Applicants assert that no useful purpose would be served by
prohibiting such affiliated persons or Second Tier Affiliates 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
will be the same for all purchases and redemptions. Deposit Instruments
and Redemption Instruments will be valued in the same manner as those
Portfolio Positions currently held by the relevant Funds, or their
respective Master Funds, 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 of the Fund.
    20. Applicants also submit that the sale of Shares to and
redemption of Shares from an Acquiring Fund satisfies the standards for
relief under sections 17(b) and 6(c) of the Act. Applicants note that
any consideration paid for the purchase or redemption of Shares
directly from a Fund will be based on the NAV of the Fund.\30\ The
Acquiring Fund Agreement will require any Acquiring Fund that purchases
Creation Units directly from a Fund to represent that the purchase will
be in compliance with its investment restrictions and consistent with
the investment policies set forth in its registration statement.
---------------------------------------------------------------------------

    \30\ Applicants acknowledge that the receipt of compensation by
(a) an affiliated person of an Acquiring Fund, or an affiliated
person of such person, for the purchase by the Acquiring Fund 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 an Acquiring Fund, may be prohibited by section 17(e)(1)
of the Act. The Acquiring Fund Agreement also will include this
acknowledgment.
---------------------------------------------------------------------------

    21. In addition, 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 request for relief
described above 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. Applicants
represent that 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 state that, in
effect, the Feeder Fund will serve as a conduit through which creation
and redemption orders by Authorized Participants will be effected.
    22. Applicants believe that: (a) With respect to the relief
requested pursuant to section 17(b), the proposed transactions are fair
and reasonable, and do not involve overreaching on the part of any
person concerned, the proposed transactions are consistent with the
policy of each Fund and, where applicable, Acquiring Fund, and the
proposed transactions are consistent with the general purposes of the
Act; and (b) with respect to the relief requested pursuant to section
6(c), the requested exemption for the proposed transactions is
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.

Applicants' Conditions

    Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:

A. Actively-Managed Exchange-Traded Fund Relief

    1. Neither the Trust nor any Fund will be advertised or marketed as
an open-end investment company or mutual fund. Any advertising material
that describes the purchase or sale of Creation Units or refers to
redeemability will prominently disclose that the Shares are not
individually redeemable and that owners of the Shares may acquire those
Shares from the Fund and tender those Shares for redemption to the Fund
in Creation Units only.
    2. 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 Bid/Ask Price, and a
calculation of the premium or discount of the market closing price or
Bid/Ask Price against such NAV.
    3. As long as a Fund operates in reliance on the requested order,
its Shares will be listed on a Listing Market.
    4. On each Business Day, before commencement of trading in Shares
on a Fund's Listing Market, the Fund will disclose on the Web site the
identities and quantities of the Portfolio Positions held by the Fund,
or its respective Master Fund, that will form the basis for the Fund's
calculation of NAV per Share at the end of the Business Day.
    5. The Adviser or any Sub-Advisers, directly or indirectly, will
not 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, or its respective Master Fund, through a
transaction in which the Fund, or its respective Master Fund, could not
engage directly.

    6. 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 actively-managed exchange-traded
funds, other than the Master-Feeder Relief.

B. Section 12(d)(1) Relief

    7. The members of an Acquiring Fund's 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 an Acquiring Fund's 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
Acquiring Fund's Advisory Group or the Acquiring Fund's 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
that Fund's Shares. This condition does not apply to the Acquiring
Fund's Sub-Advisory Group with respect to a Fund, or its respective
Master Fund, for which the Acquiring Fund Sub-Advisor or a person
controlling, controlled by, or under common control with the Acquiring
Fund Sub-Advisor acts as the investment adviser within the meaning of
section 2(a)(20)(A) of the Act.
    8. No Acquiring Fund or Acquiring Fund Affiliate will cause any
existing or potential investment by the Acquiring Fund in a Fund to
influence the terms of any services or transactions between the
Acquiring Fund or an Acquiring Fund Affiliate and the Fund, or its
respective Master Fund, or a Fund Affiliate.
    9. The Board of an Acquiring Management Company, including a
majority of the Independent Trustees, will adopt procedures reasonably
designed to ensure that the Acquiring Fund Advisor and any Acquiring
Fund Sub-Advisor are conducting the investment program of the Acquiring
Management Company without taking into account any consideration
received by the Acquiring Management Company or an Acquiring Fund
Affiliate from a Fund, or its respective Master Fund, or a Fund
Affiliate in connection with any services or transactions.
    10. Once an investment by an Acquiring Fund in Shares 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 Independent
Trustees, will determine that any consideration paid by the Fund, or
its respective Master Fund, to an Acquiring Fund or an Acquiring Fund
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).
    11. No Acquiring Fund or Acquiring Fund Affiliate (except to the
extent it is acting in its capacity as an investment adviser to a Fund)
will cause the Fund, or its respective Master Fund, to purchase a
security in any Affiliated Underwriting.
    12. The Board of a Fund, or its respective Master Fund, including a
majority of the Independent Trustees, 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 an Acquiring Fund 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 of the Fund
will review these purchases periodically, but no less frequently than
annually, to determine whether the purchases were influenced by the
investment by the Acquiring Fund in the Fund. The Board of the Fund
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 of the Fund 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.
    13. 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 an Acquiring Fund 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 determinations of the Board of the Fund were made.
    14. Before investing in Shares of a Fund in excess of the limits in
section 12(d)(1)(A), each Acquiring Fund and the Fund will execute an
Acquiring Fund Agreement stating, without limitation, that their Boards
and their investment adviser(s), or their Sponsors or trustees
(``Trustee''), as applicable, understand the terms and conditions of
the requested order, and agree to fulfill their responsibilities under
the requested order. At the time of its investment in Shares of a Fund
in excess of the limit in section 12(d)(1)(A)(i), an Acquiring Fund
will notify the Fund of the investment. At such time, the Acquiring
Fund will also transmit to the Fund a list of the names of each
Acquiring Fund Affiliate and Underwriting Affiliate. The Acquiring Fund
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
Acquiring Fund will maintain and preserve a copy of the requested
order, the Acquiring Fund 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.
    15. The Acquiring Fund Advisor, Trustee or Sponsor, as applicable,
will waive fees otherwise payable to it by the Acquiring Fund in an
amount at least equal to any compensation (including fees received
pursuant to any plan adopted under rule 12b-1 under the

Act) received from the Fund, or its respective Master Fund, by the
Acquiring Fund Advisor, Trustee or Sponsor, or an affiliated person of
the Acquiring Fund Advisor, Trustee or Sponsor, other than any advisory
fees paid to the Acquiring Fund Advisor, Trustee or Sponsor, or its
affiliated person by the Fund, or its respective Master Fund, in
connection with the investment by the Acquiring Fund in the Fund. Any
Acquiring Fund Sub-Advisor will waive fees otherwise payable to the
Acquiring Fund Sub-Advisor, directly or indirectly, by the Acquiring
Management Company in an amount at least equal to any compensation
received from a Fund, or its respective Master Fund, by the Acquiring
Fund Sub-Advisor, or an affiliated person of the Acquiring Fund Sub-
Advisor, other than any advisory fees paid to the Acquiring Fund Sub-
Advisor or its affiliated person by the Fund, or its respective Master
Fund, in connection with any investment by the Acquiring Management
Company in the Fund made at the direction of the Acquiring Fund Sub-
Advisor. In the event that the Acquiring Fund Sub-Advisor waives fees,
the benefit of the waiver will be passed through to the Acquiring
Management Company.
    16. Any sales charges and/or service fees charged with respect to
shares of an Acquiring Fund will not exceed the limits applicable to a
fund of funds as set forth in NASD Conduct Rule 2830.
    17. No Fund, or its respective Master Fund, will acquire securities
of any other 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.
    18. Before approving any advisory contract under section 15 of the
Act, the Board of each Acquiring Management Company, including a
majority of the Independent Trustees, will find that the advisory fees
charged under such advisory 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 Acquiring Management Company may invest.
These findings and their basis will be recorded fully in the minute
books of the appropriate Acquiring Management Company.

    For the Commission, by the Division of Investment Management,
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-05288 Filed 3-6-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 163 (Thursday, August 22, 2013)]
[Notices]
[Pages 52191-52192]
[FR Doc No: 2013-20458]

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ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OAR-2006-0745; FRL 9535-3]

Information Collection Request Submitted to OMB for Review and
Approval; Comment Request; Reformulated Gasoline Commingling Provisions
(Renewal)

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency has submitted an
information collection request (ICR), Reformulated Gasoline Commingling
Provisions (Renewal) (EPA ICR No. 2228.04, OMB Control No. 2060-0587),
to the Office of Management and Budget (OMB) for review and approval in
accordance with the Paperwork Reduction Act (44 U.S.C. 3501 et seq.).
This is a proposed extension of the ICR, which is currently approved
through August 31, 2013. Public comments were previously requested via
the Federal Register (78 FR 20102) on April 3, 2013 during a 60-day
comment period. This notice allows for an additional 30 days for public
comments. A fuller description of the ICR is given below, including its
estimated burden and cost to the public. An agency may not conduct or
sponsor and a person is not required to respond to a collection of
information unless it displays a currently valid OMB control number.

DATES: Additional comments may be submitted on or before September 23,
2013.

ADDRESSES: Submit your comments, referencing Docket ID Number EPA-HQ-
OAR-2006-0745, to (1) EPA online using www.regulations.gov (our
preferred method), by email to<EMAIL_ADDRESS>or by mail to:
EPA Docket Center, Environmental Protection Agency, Mail Code 28221T,
1200 Pennsylvania Ave. NW., Washington, DC 20460, and (2) OMB via email
to<EMAIL_ADDRESS>Address comments to OMB Desk Officer
for EPA.
    EPA's policy is that all comments received will be included in the
public docket without change including any personal information
provided, unless the comment includes profanity, threats, information
claimed to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute.

FOR FURTHER INFORMATION CONTACT: Geanetta Heard, Fuel Compliance
Center, 6406J, Environmental Protection Agency, 1200 Pennsylvania Ave.
NW., Washington, DC 20460; telephone number:<PHONE_NUMBER> fax number:
202-566-1744 email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Supporting documents, which explain in
detail the information that the EPA will be collecting, are available
in the public docket for this ICR. The docket can be viewed online at
www.regulations.gov or in person at the EPA Docket Center, William
Jefferson Clinton Federal Building West, Room 3334, 1301 Constitution
Ave. NW., Washington, DC. The telephone number for the Docket Center is
202-566-1744. For additional information about EPA's public docket,
visit http://www.epa.gov/dockets.
    Abstract: EPA would like to continue collecting notifications from
gasoline retailers and wholesale purchaser-consumer related to
commingling of ethanol blended and non-ethanol blended reformulated
gasoline. The test results will allow EPA to monitor compliance with
the Reformulated Gasoline Commingling Provisions. We inform respondents
that they may assert claims of business confidentiality (CBI) for
information they submit in accordance with 40 CFR part 2.203.
    Form Numbers: None.
    Respondents/affected entities: Gasoline stations, Gasoline stations
with convenience stores, Gasoline stations without convenience stores.
    Respondent's obligation to respond: Mandatory under the Clean Air
Act (CAA), 42 U.S.C. Sec. Sec.  7414 and 7542.
    Estimated number of respondents: 43,050.
    Frequency of response: Annually.
    Total estimated burden: 21,013 hours (per year). Burden is defined
at 5 CFR 1320.03(b).
    Total estimated cost: $357,221 (per year), includes $0 annualized
capital or operation & maintenance costs.
    Changes in Estimates: The change in burden from the prior ICR is
due in part to better numbers extracted from business and industry
economic statistics that assisted in calculating the numbers of
respondents. These better numbers reduced the party size by 13,650
members. The number of responses also declined from 110,700 to 84,050 a
difference of 26,650 reports, which reduced the industry burden hours
from 27,675 to 21,013. We also found that the original cost per
response was overstated by a factor of 2. With the decline of
respondents, burden hours and responses, and revision of the cost per
response, the cost associated with this ICR is $357,221, a difference
of

$528,379, calculated from the prior collection approved by OMB.

John Moses,
Director, Collection Strategies Division.
[FR Doc. 2013-20458 Filed 8-21-13; 8:45 am]
BILLING CODE 6560-50-P