[Federal Register Volume 79, Number 81 (Monday, April 28, 2014)]
[Notices]
[Pages 23403-23404]
[FR Doc No: 2014-09538]

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DEPARTMENT OF TRANSPORTATION

Pipeline and Hazardous Materials Safety Administration

[Docket No. PHMSA-2013-0004]

Pipeline Safety: Information Collection Activities, Revision to
Gas Distribution Annual Report

AGENCY: Pipeline and Hazardous Materials Safety Administration (PHMSA),
DOT.

ACTION: Notice and request for comments.

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SUMMARY: PHMSA is preparing to request Office of Management and Budget
(OMB) approval for the revision of the gas distribution annual report
currently approved under OMB control number 2137-0522. In addition to
making several minor changes to the report, PHMSA will also request a
new OMB control number for this information collection. In accordance
with the Paperwork Reduction Act of 1995, PHMSA invites comments on the
proposed revisions to the form and instructions.

DATES: Interested persons are invited to submit comments on or before
June 27, 2014.

ADDRESSES: Comments may be submitted in the following ways:
    E-Gov Web Site: http://www.regulations.gov. This site allows the
public to enter comments on any Federal Register notice issued by any
agency.
    Fax: 1-202-493-2251.
    Mail: Docket Management Facility, U.S. Department of Transportation
(DOT), 1200 New Jersey Avenue SE., West Building, Room W12-140,
Washington, DC 20590-0001.
    Hand Delivery: Room W12-140 on the ground level of DOT, West
Building, 1200 New Jersey Avenue SE., Washington, DC, between 9:00 a.m.
and 5:00 p.m., Monday through Friday, except Federal holidays.
    Instructions: Identify the docket number, PHMSA-2013-0004, at the
beginning of your comments. Note that all comments received will be
posted without change to http://www.regulations.gov, including any
personal information provided. You should know that anyone is able to
search the electronic form of all comments received into any of our
dockets by the name of the individual submitting the comment (or
signing the comment, if submitted on behalf of an association,
business, labor union, etc.). Therefore, you may want to review DOT's
complete Privacy Act Statement in the Federal Register published on
April 11, 2000, (65 FR 19476) or visit http://www.regulations.gov
before submitting any such comments.
    Docket: For access to the docket or to read background documents or
comments, go to http://www.regulations.gov at any time or to Room W12-
140 on the ground level of DOT, West Building, 1200 New Jersey Avenue
SE., Washington, DC, between 9:00 a.m. and 5:00 p.m., Monday through
Friday, except Federal holidays. If you wish to receive confirmation of
receipt of your written comments, please include a self-addressed,
stamped postcard with the following statement: ``Comments on: PHMSA-
2013-0004.'' The docket clerk will date stamp the postcard prior to
returning it to you via the U.S. mail. Please note that due to delays
in the delivery of U.S. mail to Federal offices in Washington, DC, we
recommend that persons consider an alternative method (internet, fax,
or professional delivery service) of submitting comments to the docket
and ensuring their timely receipt at DOT.

FOR FURTHER INFORMATION CONTACT: Angela Dow by telephone at 202-366-
1246, by fax at<PHONE_NUMBER>, or by mail at DOT, PHMSA, 1200 New Jersey
Avenue SE., PHP-30, Washington, DC 20590-0001.

SUPPLEMENTARY INFORMATION:

A. Background

    Section 1320.8(d), Title 5, Code of Federal Regulations, requires
PHMSA to provide interested members of the public and affected agencies
an opportunity to comment on information collection and recordkeeping
requests. This notice identifies an information collection request for
the gas distribution annual report that PHMSA will be submitting to OMB
for approval. PHMSA made a similar proposal on February 13, 2013. Based
on comments received, PHMSA has now eliminated redundancies in the leak
cause category descriptions.

B. Gas Distribution Annual Report

    PHMSA intends to revise the gas distribution annual report (PHMSA F
7100.1-1, gas distribution annual

report) to resolve conflicts and improve the granularity of the data
collected. Background for these topics is as follows:
    Specify Commodity:
    We have added a section for operators to specify the commodity type
transported, similar to the gas transmission and hazardous liquid
reporting forms. These commodity groups are: ``Natural Gas,''
``Synthetic Gas,'' ``Hydrogen Gas,'' ``Propane Gas,'' ``Landfill Gas,''
and ``Other Gas.'' Operators will select a commodity group based on the
predominant gas carried and complete the report for that commodity
group. If ``Other Gas'' is selected, operators will need to provide the
name of the other gas. Operators will need to file a separate report
for each commodity group transported.
    Specify Operator Type:
    We have added a section to the report for submitters to identify
the operator type. The operator type groups include ``Investor Owned'';
``Municipally Owned,'' ``Privately Owned,''; ''Cooperative,'' and
``Other Ownership''. If ``Other Ownership'' is selected, operators will
need to describe the ownership type.
    Additional Material Type: We are adding ``Reconditioned Cast Iron''
as a pipe material and defining it as a cast iron gas distribution pipe
that has been lined internally by use of suitable materials that ensure
safe operation at a maximum allowable operating pressure (MAOP) not to
exceed the previously established MAOP. ``Reconditioned Cast Iron''
does not include cast iron pipe inserted with a gas pipe that is, by
itself, suitable for gas service under Part 192, (e.g., an ASTM D2513
pipe meeting code requirements for the intended gas service.) Such
insertions are to be reported as the material used in the insertion.
The definition is intended to make a clear distinction between a liner
and inserted pipe. Reconditioning techniques would not include new,
stand-alone polyethylene pipe, composite pipe, or a tight fitting liner
that does not rely on the structural integrity of the host pipe (the
cavity of the host pipe is simply used for installation purposes).
Other methods, such as pipe splitting or bursting that involve the
installation of a new stand-alone pipe while the host pipe is destroyed
do not result in ``Reconditioned Cast Iron''.
    Removal of Requirement to Populate Certain Fields in Part B Tables:
    We have streamlined the report by removing the requirement to
populate certain fields in Tables B1, B2, and B3 as that data will now
be calculated automatically and populated appropriately from certain
other fields in the tables.
    Revision of Leak Cause Categories in Part C:
    To improve efficiency and consistency, we have revised the ``Cause
of Leak'' categories in Part C to align with the leak causes in the gas
distribution annual report with the incident causes from the gas
distribution incident reporting form (PHMSA F 7100.1, Incident Report--
Gas Distribution System).
    Addition of Excavation Damage Cause Categories in Part D:
    We added a new data collection in ``Excavation Damage'' to include
the four causes from Part I of the ``Damage Information Reporting Tool
(DIRT)--Field Form.'' These cause categories are also aligned with the
fields that must be completed in Part G4, field number 14 in the gas
distribution incident reporting form.

C. Summary of Impacted Collections

    The following information is provided below for the impacted
information collection: (1) Title of the information collection; (2)
OMB control number; (3) Current expiration date; (4) Type of request;
(5) Abstract of the information collection activity; (6) Description of
affected public; (7) Estimate of total annual reporting and
recordkeeping burden; and (8) Frequency of collection.
    PHMSA requests comments on the following information collection:
    1. Title: Annual Report for Gas Distribution Pipeline Operators.
    OMB Control Number: N/A.
    Current Expiration Date: N/A.
    Type of Request: New Collection.
    Abstract: PHMSA intends to revise the gas distribution annual
report (PHMSA F 7100.1-1) to improve the granularity of the data
collected in several areas.
    Affected Public: Gas distribution pipeline operators.
    Annual Reporting and Recordkeeping Burden:
    Total Annual Responses: 1,440.
    Total Annual Burden Hours: 23,040.
    Frequency of Collection: Annually.
    Comments are invited on:
    (a) The need for the proposed collection of information, including
whether the information will have practical utility in helping the
agency to achieve its pipeline safety goals;
    (b) The accuracy of the agency's estimate of the burden of the
proposed collection of information;
    (c) Ways to enhance the quality, utility, and clarity of the
information to be collected; and
    (d) Ways to minimize the burden of the collection of information on
those who are to respond, including the use of appropriate automated,
electronic, mechanical, or other technological collection techniques.

Jeffrey D. Wiese,
Associate Administrator for Pipeline Safety.
[FR Doc. 2014-09538 Filed 4-25-14; 8:45 am]
BILLING CODE 4910-60-P


[Federal Register: August 27, 2009 (Volume 74, Number 165)]
[Notices]
[Page 43714]
[DOCID:fr27au09-89]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2008-N-0658]

Interagency Risk Assessment of the Public Health Impact From
Foodborne Listeria monocytogenes in Some Ready-to-Eat Foods Sliced,
Prepared, and/or Packaged in Retail Facilities; Request for Comments
and for Scientific Data and Information; Reopening of the Comment
Period

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; reopening of the comment period.

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SUMMARY: The Food and Drug Administration (FDA) is reopening until
September 29, 2009, the comment period for the notice published in the
Federal Register of January 21, 2009 (74 FR 3617). In that document,
FDA requested comments and scientific data and information that would
assist in the conduct of a risk assessment of the public health impact
of foodborne Listeria monocytogenes in some ready-to-eat foods sliced,
prepared, and/or packaged in retail facilities. The risk assessment is
being conducted by FDA in collaboration with the Food Safety and
Inspection Service (FSIS). The agency is reopening the comment period
because FDA and FSIS held a public meeting on June 23, 2009, to present
the background, approach, scope, and data needs for the recently
initiated interagency risk assessment (74 FR 27276; June 9, 2009) and
this additional time will allow for public comment after this meeting.

DATES: Submit comments and scientific data and information by September
29, 2009.

ADDRESSES: Submit written comments and scientific data and information
to the Division of Dockets Management (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, rm. 1061, Rockville, MD 20852.
Submit electronic comments and scientific data and information to
http://www.regulations.gov.

FOR FURTHER INFORMATION CONTACT: Sherri Dennis, Center for Food Safety
and Applied Nutrition (HFS-005), Food and Drug Administration, 5100
Paint Branch Pkwy., College Park, MD 20740,<PHONE_NUMBER>, e-mail:
<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:

I. Background

    In the Federal Register of January 21, 2009 (74 FR 3617), FDA
announced plans to conduct a risk assessment of the public health
impact of foodborne Listeria monocytogenes in some ready-to-eat foods
sliced, prepared, and/or packaged in retail facilities. Comments were
sought on data and information in the following areas: (1)
Characteristics of ready-to-eat food markets in the United States; (2)
characteristics of deli departments in groceries; (3) product
contamination data; (4) factors that influence the growth of L.
monocytogenes in cheeses, deli meats, and deli-type salads sold by
retail facilities; (5) environmental contamination data; (6) factors
that influence the environmental contamination and the cross-
contamination of food by L. monocytogenes in retail facilities; (7)
identity and effectiveness of control measures or interventions
intended to reduce levels and frequency of L. monocytogenes in the
retail environment; and (8) any other data related to the occurrence,
growth, and control of L. monocytogenes in retail facilities.
Interested persons were given until April 21, 2009, to submit comments
and scientific data and information.
    On June 23, 2009, FDA and FSIS held a public meeting to present the
background, approach, scope, and data needs for this interagency risk
assessment (74 FR 27276; June 9, 2009). For this reason, FDA is
reopening the comment period until September 29, 2009, to allow
additional time for public comment and submission of scientific data
and information.

II. Comments

    Interested persons may submit to the Division of Dockets Management
(see ADDRESSES) written or electronic comments, scientific data, and
information regarding this document. Submit a single copy of electronic
comments, scientific data, and information to http://
www.regulations.gov or two paper copies of any mailed comments,
scientific data, and information, except that individuals may submit
one paper copy. Submissions are to be identified with the docket number
found in brackets in the heading of this document. Received comments
and scientific data and information may be seen in the Division of
Dockets Management between 9 a.m. and 4 p.m., Monday through Friday.

    Dated: August 21, 2009.
David Horowitz,
Assistant Commissioner for Policy.
[FR Doc. E9-20641 Filed 8-26-09; 8:45 am]

BILLING CODE 4160-01-S


[Federal Register Volume 81, Number 59 (Monday, March 28, 2016)]
[Proposed Rules]
[Pages 17116-17118]
[FR Doc No: 2016-06836]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2015-7488; Airspace Docket No. 15-ASW-19]

Proposed Amendment of Class D and Class E Airspace and Revocation
of Class E Airspace; Roswell, NM

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: This action proposes to modify Class D airspace, Class E
surface area airspace, and Class E airspace extending upward from 700
feet above the surface at Roswell, NM. This action is necessary due to
advances Global Positioning System (GPS) capabilities and
implementation of area navigation (RNAV) procedures at Roswell
International Air Center, Roswell, NM. Additionally, this proposal
would remove Class E airspace designated as an extension at Roswell
International Air Center. This action would also update the name and
geographic coordinates of the airport to coincide with the FAA's
aeronautical database.

DATES: Comments must be received on or before May 12, 2016.

ADDRESSES: Send comments on this proposal to the U.S. Department of
Transportation, Docket Operations, M-30, West Building Ground Floor,
Room W12-140, 1200 New Jersey Avenue SE., Washington, DC 20590;
telephone<PHONE_NUMBER>. You must identify FAA Docket No. FAA-2015-
7488; Airspace Docket No. 15-ASW-19, at the beginning of your comments.
You may also submit comments through the Internet at http://www.regulations.gov. You may review the public docket containing the
proposal, any comments received, and any final disposition in person in
the Dockets Office between 9:00 a.m. and 5:00 p.m., Monday through
Friday, except Federal holidays. The Docket Office (telephone 1-800-
647-5527), is on the ground floor of the building at the above address.
    FAA Order 7400.9Z, Airspace Designations and Reporting Points, and
subsequent amendments can be viewed online at http://www.faa.gov/air_traffic/publications/. For further information, you can contact the
Airspace Policy Group, Federal Aviation Administration, 800
Independence Avenue SW., Washington, DC 20591; telephone:<PHONE_NUMBER>.
The Order is also available for inspection at the National Archives and
Records Administration (NARA). For information on the availability of
FAA Order 7400.9Z at NARA, call<PHONE_NUMBER>, or go to http://www.archives.gov/federal_register/code_of_federal-regulations/ibr_locations.html.
    FAA Order 7400.9, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

FOR FURTHER INFORMATION CONTACT: Jeffrey Claypool, Federal Aviation
Administration, Operations Support Group, Central Service Center, 10101
Hillwood Parkway, Fort Worth, TX 76177; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part, A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the

scope of that authority as it would amend Class D and Class E airspace
at Roswell International Air Center, Roswell, NM.

Comments Invited

    Interested parties are invited to participate in this proposed
rulemaking by submitting such written data, views, or arguments, as
they may desire. Comments that provide the factual basis supporting the
views and suggestions presented are particularly helpful in developing
reasoned regulatory decisions on the proposal. Comments are
specifically invited on the overall regulatory, aeronautical, economic,
environmental, and energy-related aspects of the proposal.
Communications should identify both docket numbers and be submitted in
triplicate to the address listed above. Commenters wishing the FAA to
acknowledge receipt of their comments on this notice must submit with
those comments a self-addressed, stamped postcard on which the
following statement is made: ``Comments to Docket No. FAA-2015-7488/
Airspace Docket No. 15-ASW-19.'' The postcard will be date/time stamped
and returned to the commenter.

Availability of NPRMs

    An electronic copy of this document may be downloaded through the
Internet at http://www.regulations.gov. Recently published rulemaking
documents can also be accessed through the FAA's Web page at http://www.faa.gov/airports_airtraffic/air_traffic/publications/airspace_amendments/.
    You may review the public docket containing the proposal, any
comments received, and any final disposition in person in the Dockets
Office (see the ADDRESSES section for the address and phone number)
between 9:00 a.m. and 5:00 p.m., Monday through Friday, except federal
holidays. An informal docket may also be examined during normal
business hours at the Federal Aviation Administration, Air Traffic
Organization, Central Service Center, Operations Support Group, 10101
Hillwood Parkway, Fort Worth, TX 76177.
    Persons interested in being placed on a mailing list for future
NPRMs should contact the FAA's Office of Rulemaking,<PHONE_NUMBER>,
for a copy of Advisory Circular No. 11-2A, Notice of Proposed
Rulemaking Distribution System, which describes the application
procedure.

Availability and Summary of Documents Proposed for Incorporation by
Reference

    This document would amend FAA Order 7400.9Z, Airspace Designations
and Reporting Points, dated August 6, 2015, and effective September 15,
2015. FAA Order 7400.9Z is publicly available as listed in the
ADDRESSES section of this document. FAA Order 7400.9Z lists Class A, B,
C, D, and E airspace areas, air traffic service routes, and reporting
points.

The Proposal

    The FAA is proposing an amendment to Title 14 Code of Federal
Regulations (14 CFR) Part 71 by modifying Class E airspace extending
upward from 700 feet above the surface at Roswell International Air
Center, Roswell, NM, due to amendment and cancellation of the standard
instrument approach procedures (SIAP) at the airport. Advances in GPS
capabilities and implementation of RNAV procedures at Roswell
International Air Center (formerly Roswell Industrial Air Center) have
made this action necessary for the safety and management of IFR
operations in SIAP at the airport. Additionally, this action removes
Class E surface area airspace designated as an extension at the
airport. The airport name and geographic coordinates would be amended
for the Class D and E airspace areas noted above.
    Class D and E airspace designations are published in paragraph
5000, 6002, 6004, and 6005, respectively, of FAA Order 7400.9Z, dated
August 6, 2015, and effective September 15, 2015, which is incorporated
by reference in 14 CFR 71.1. The Class D and E airspace designations
listed in this document will be published subsequently in the Order.

Regulatory Notices and Analyses

    The FAA has determined that this regulation only involves an
established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current, is
non-controversial and unlikely to result in adverse or negative
comments. It, therefore: (1) Is not a ``significant regulatory action''
under Executive Order 12866; (2) is not a ``significant rule'' under
DOT Regulatory Policies and Procedures (44 FR 11034; February 26,
1979); and (3) does not warrant preparation of a regulatory evaluation
as the anticipated impact is so minimal. Since this is a routine matter
that will only affect air traffic procedures and air navigation, it is
certified that this rule, when promulgated, would not have a
significant economic impact on a substantial number of small entities
under the criteria of the Regulatory Flexibility Act.

Environmental Review

    This proposal will be subject to an environmental analysis in
accordance with FAA Order 1050.1F, ``Environmental Impacts: Policies
and Procedures'' prior to any FAA final regulatory action.

List of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

The Proposed Amendment

    Accordingly, pursuant to the authority delegated to me, the Federal
Aviation Administration proposes to amend 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for 14 CFR part 71 continues to read as
follows:

     Authority:  49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1  [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.9Z,
Airspace Designations and Reporting Points, dated August 6, 2015, and
effective September 15, 2015, is amended as follows:

Paragraph 5000 Class D Airspace.

* * * * *

ASW NM D Roswell, NM [Amended]

Roswell International Air Center, NM
    (Lat. 33[deg]18'06'' N., long. 104[deg]31'50'' W.)

    That airspace extending upward from the surface to and including
6,200 feet MSL within a 5-mile radius of Roswell International Air
Center. This Class D airspace area is effective during the specific
dates and times established in advance by a Notice to Airmen. The
effective date and time will thereafter be continuously published in
the Airport/Facility Directory.

Paragraph 6002 Class E Airspace Designated as Surface Areas.

* * * * *

ASW NM E2 Roswell, NM [Amended]

Roswell International Air Center, NM

    (Lat. 33[deg]18'06'' N., long. 104[deg]31'50'' W.)
    Within a 5-mile radius of Roswell International Air Center. This
Class E airspace area is effective during the specific dates and
times established in advance by a Notice to Airmen. The effective
date and time will thereafter be continuously published in the
Airport/Facility Directory.

Paragraph 6004 Class E Airspace Areas Designated as an Extension to
a Class D or Class E Surface Area.

* * * * *

ASW NM E4 Roswell, NM [Removed]

Paragraph 6005 Class E Airspace Areas Extending Upward From 700
Feet or More Above the Surface of the Earth.

* * * * *

ASW NM E5 Roswell, NM [Amended]

Roswell International Air Center, NM
    (Lat. 33[deg]18'06'' N., long. 104[deg]31'50'' W.)
Chisum VORTAC
    (Lat. 33[deg]20'15'' N., long. 104[deg]37'17'' W.)

    That airspace extending upward from 700 feet above the surface
within a 7.4-mile radius of Roswell International Air Center, and
within 1.7 miles each side of the Chisum VORTAC 278[deg] radial
extending from the 7.4-mile radius of the airport to 11 miles
northwest of the airport.

    Issued in Fort Worth, Texas, on March 16, 2016.
Walter Tweedy,
Acting Manager, Operations Support Group, Central Service Center.
[FR Doc. 2016-06836 Filed 3-25-16; 8:45 am]
 BILLING CODE 4910-13-P


[Federal Register Volume 81, Number 5 (Friday, January 8, 2016)]
[Notices]
[Pages 940-941]
[FR Doc No: 2016-128]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2015-D-4021]

Over-the-Counter Sunscreens: Safety and Effectiveness Data; Draft
Guidance for Industry; Extension of Comment Period

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice; extension of the comment period.

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SUMMARY: The Food and Drug Administration (FDA or Agency) is extending
the comment period provided in the notice entitled ``Over-the-Counter
Sunscreens: Safety and Effectiveness Data; Draft Guidance for Industry;
Availability'' that appeared in the Federal Register on November 23,
2015 (80 FR 72975). That notice announced the availability of a draft
guidance for industry and requested comments to that draft guidance by
January 22, 2016. FDA is extending the draft guidance's comment period
by 30 days (to February 22, 2016) in response to a request for an
extension to allow interested persons additional time to submit
comments.

DATES: FDA is extending the comment period for the draft guidance by an
additional 30 days. Although you can comment on any guidance at any
time (see 21 CFR 10.115(g)(5)), to permit the Agency to consider your
comments before issuing the final version of the guidance, submit
either electronic or written comments on the draft guidance by February
22, 2016.

ADDRESSES: You may submit comments as follows:

Electronic Submissions

    Submit electronic comments in the following way:
     Federal eRulemaking Portal: http://www.regulations.gov.
Follow the instructions for submitting comments. Comments submitted
electronically, including attachments, to http://www.regulations.gov
will be posted to the docket unchanged. Because your comment will be
made public, you are solely responsible for ensuring that your comment
does not include any confidential information that you or a third party
may not wish to be posted, such as medical information, your or anyone
else's Social Security number, or confidential business information,
such as a manufacturing process. Please note that if you include your
name, contact information, or other information that identifies you in
the body of your comments, that information will be posted on http://www.regulations.gov.
     If you want to submit a comment with confidential
information that you do not wish to be made available to the public,
submit the comment as a written/paper submission and in the manner
detailed (see ``Written/Paper Submissions'' and ``Instructions'').

Written/Paper Submissions

    Submit written/paper submissions as follows:
     Mail/Hand delivery/Courier (for written/paper
submissions): Division of Dockets Management (HFA-305), Food and Drug
Administration, 5630 Fishers Lane, Rm. 1061, Rockville, MD 20852.
     For written/paper comments submitted to the Division of
Dockets Management, FDA will post your comment, as well as any
attachments, except for information submitted, marked and identified,
as confidential, if submitted as detailed in ``Instructions.''
    Instructions: All submissions received must include the Docket No.
FDA-2015-D-4021 for ``Over-the-Counter Sunscreens: Safety and
Effectiveness Data; Draft Guidance for Industry.''

Received comments will be placed in the docket and, except for those
submitted as ``Confidential Submissions,'' publicly viewable at http://www.regulations.gov or at the Division of Dockets Management between 9
a.m. and 4 p.m., Monday through Friday.
     Confidential Submissions--To submit a comment with
confidential information that you do not wish to be made publicly
available, submit your comments only as a written/paper submission. You
should submit two copies total. One copy will include the information
you claim to be confidential with a heading or cover note that states
``THIS DOCUMENT CONTAINS CONFIDENTIAL INFORMATION.'' The Agency will
review this copy, including the claimed confidential information, in
its consideration of comments. The second copy, which will have the
claimed confidential information redacted/blacked out, will be
available for public viewing and posted on http://www.regulations.gov.
Submit both copies to the Division of Dockets Management. If you do not
wish your name and contact information to be made publicly available,
you can provide this information on the cover sheet and not in the body
of your comments and you must identify this information as
``confidential.'' Any information marked as ``confidential'' will not
be disclosed except in accordance with 21 CFR 10.20 and other
applicable disclosure law. For more information about FDA's posting of
comments to public dockets, see 80 FR 56469, September 18, 2015, or
access the information at: http://www.fda.gov/regulatoryinformation/dockets/default.htm.
    Docket: For access to the docket to read background documents or
the electronic and written/paper comments received, go to http://www.regulations.gov and insert the docket number, found in brackets in
the heading of this document, into the ``Search'' box and follow the
prompts and/or go to the Division of Dockets Management, 5630 Fishers
Lane, Rm. 1061, Rockville, MD 20852.
    Submit written requests for single copies of the draft guidance to
the Division of Drug Information, Center for Drug Evaluation and
Research, Food and Drug Administration, 10001 New Hampshire Ave.,
Hillandale Building, 4th Floor, Silver Spring, MD 20993-0002. Send one
self-addressed adhesive label to assist that office in processing your
requests. See the SUPPLEMENTARY INFORMATION section for electronic
access to the draft guidance document.

FOR FURTHER INFORMATION CONTACT: Kristen Hardin, Center for Drug
Evaluation and Research, Food and Drug Administration, 10903 New
Hampshire Ave., Bldg. 22, Rm. 5443, Silver Spring, MD 20993-0002, 240-
402-4246.

SUPPLEMENTARY INFORMATION:

I. Background

    In the Federal Register of November 23, 2015 (80 FR 72975), FDA
published a notice of availability with a 60-day comment period for the
draft guidance for industry entitled ``Over-the-Counter Sunscreens:
Safety and Effectiveness Data.'' Publication of that draft guidance was
mandated by the Sunscreen Innovation Act (SIA), which also requires FDA
to publish the final guidance no later than November 26, 2016.
    The Agency has received a request for a 30-day extension of the
comment period to provide more time for regulated industry to prepare a
detailed and meaningful response to the draft guidance. FDA has
considered the request and is extending the comment period for 30 days,
until February 22, 2016. The Agency believes that a 30-day extension
will allow adequate time for interested persons to submit comments
without compromising timely publication of the final guidance as
mandated by the SIA.

II. Electronic Access

    Persons with access to the Internet may obtain the draft guidance
at either http://www.fda.gov/Drugs/GuidanceComplianceRegulatoryInformation/Guidances/default.htm or http://www.regulations.gov.

    Dated: January 4, 2016.
Leslie Kux,
Associate Commissioner for Policy.
[FR Doc. 2016-128 Filed 1-7-16; 8:45 am]
BILLING CODE 4164-01-P


[Federal Register Volume 81, Number 13 (Thursday, January 21, 2016)]
[Notices]
[Pages 3520-3527]
[FR Doc No: 2016-01147]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31956; 812-13761]

J.P. Morgan Exchange-Traded Fund Trust, et al.; Notice of
Application

January 14, 2016.
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, under sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and (a)(2) of the Act, and under
section 12(d)(1)(J) of the Act for an exemption from sections
12(d)(1)(A) and (B) of the Act.

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    Applicants: J.P. Morgan Exchange-Traded Fund Trust (the ``Trust''),
J.P. Morgan Investment Management Inc. (``JPMIM''), and SEI Investments
Distribution Co. (the ``Distributor'').
SUMMARY: Summary of Application: Applicants request an order that
permits: (a) actively-managed 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; (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.

DATES: Filing Dates: The application was filed on March 10, 2010 and
amended on November 8, 2010, October 3, 2011, May 24, 2013, January 24,
2014, September 24, 2014, May 15, 2015, October 10, 2015, and December
23, 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 February 8, 2016, 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 20549-1090. Applicants:
J.P. Morgan Investment Management, Inc., 270 Park Avenue, New York, New
York 10017.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at
(202) 551-6873 or Mary Kay Frech, 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 as an open-end management investment company under the Act.
The Trust is organized as a series fund with multiple series. The Trust
will offer a new series (the ``New Fund''), whose investment objective
will be to seek total return by investing pursuant to a systematic
rules-based investment process. The New Fund will invest its assets
globally (including in emerging markets) to gain exposure to equity
securities (across market capitalizations), debt securities (including
below investment grade and unrated debt securities), commodities
(through a Wholly-Owned Subsidiary (as defined below) of the New Fund)
and currencies.
    2. JPMIM, a Delaware corporation, is registered as an investment
adviser under the Investment Advisers Act of 1940 (the ``Advisers
Act''). JPMIM will serve as the investment adviser to the New Fund. The
Adviser (as defined below) may enter into sub-advisory agreements with
one or more investment advisers, each of which will act as sub-adviser
(``Sub-Adviser'') to a Fund (as defined below) or its respective Master
Fund (as defined below). Each Sub-Adviser will be registered or not
subject to registration under the Advisers Act. The Distributor, a
Pennsylvania corporation, is registered as a broker-dealer (``Broker'')
under the Securities Exchange Act of 1934 (the ``Exchange Act''). The
Distributor will serve as the principal underwriter and distributor for
the New Fund.\1\
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    \1\ Applicants request that the order apply to any other Broker
hired by a Fund (including an affiliate of the Adviser) to act as
distributor and principal underwriter of the Fund that complies with
the terms and conditions of the application. Applicants state that
neither the Distributor nor any future Distributor is or will be
affiliated with any Listing Market (as defined below).
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    3. Applicants request that the order apply to the New Fund, as well
as to additional series of the Trust and any other open-end management
investment companies or series thereof that may be created in the
future (``Future Funds''). Any Future Fund will: (a) Be advised by
JPMIM or an entity controlling, controlled by, or under common control
with JPMIM (each such entity is referred to as an ``Adviser'') and (b)
comply with the terms and conditions of the application. The New Fund
and Future Funds together are the ``Funds.'' \2\ Each Fund relying on
the order will operate as an actively-managed exchanged traded fund
(``ETF''), and a Fund may operate as a feeder fund in a master-feeder
structure (``Feeder Fund'').
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    \2\ All entities that currently intend to rely on the order are
named as applicants. Any other 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 (as defined below),
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 may also invest in a in a broad variety of other

instruments.\3\ Applicants anticipate that the Funds, or their
respective Master Funds, may invest a significant portion or their
assets in depositary receipts representing foreign securities in which
they seek to invest (Depositary Receipts'').\4\ 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 Instruments'') daily.
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    \3\ 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 use of derivatives in its offering documents and
periodic reports will be consistent with relevant Commission and
staff guidance.
    \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, and Future Fund, any Adviser,
or any Sub-Adviser will serve as the depositary bank for any
Depositary Receipts held by a Fund (or its respective Master Fund),
except a depositary bank that is deemed to be affiliated solely
because a Fund owns greater than 5% of the outstanding voting
securities of such depositary bank.
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    5. With respect to section 12(d)(1), applicants are requesting
relief (``Fund of Funds Relief'') to permit management investment
companies and unit investment trusts (``UITs'') registered under the
Act that are not part of the same ``group of investment companies,''
within the meaning of section 12(d)(1)(G)(ii) of the Act, as the Funds
(such registered 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 limitations in section 12(d)(1)(A) and to permit the
Funds, and any principal underwriter for the Funds, and any Broker, to
sell Shares beyond the limitations in section 12(d)(l)(B) to Funds of
Funds. Applicants request that any exemption under section 12(d)(1)(J)
from sections 12(d)(1)(A) and (B) apply to: (1) Each Fund that is
currently or subsequently part of the same ``group of investment
companies'' as the New Fund within the meaning of section
12(d)(1)(G)(ii) of the Act, as well as any principal underwriter for
the Funds and any Brokers selling Shares of a Fund to Funds of Funds;
and (2) each Fund of Funds that enters into a participation agreement
(``FOF Participation Agreement'') with a Fund. ``Funds of Funds'' do
not include the Funds.\5\
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    \5\ A Fund of Funds may rely on the order only to invest in
Funds and not in any other registered investment company.
---------------------------------------------------------------------------

    6. Applicants further request that the order permit a Fund to
operate as a 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,\6\ 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.\7\ Applicants assert that, while certain costs may be
higher in a master-feeder structure and 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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    \6\ 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.
    \7\ 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 $10
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. 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'').\8\ On
any given Business Day \9\ 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),\10\ 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;
\11\ or (c) TBA Transactions,\12\ short positions and other positions
that cannot be

transferred in kind \13\ will be excluded from the Creation Basket.\14\
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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    \8\ 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.
    \9\ 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'').
    \10\ 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.
    \11\ A tradeable round lot for a security will be the standard
unit of trading in that particular type of security in its primary
market.
    \12\ 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.
    \13\ 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.
    \14\ 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.\15\
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    \15\ 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 Instruments that
were publicly disclosed prior to the commencement of trading in Shares
on the Listing Market.
    11. A Fund may recoup the settlement costs charged by NSCC and DTC
by imposing a transaction fee on investors purchasing or redeeming
Creation Units (the ``Transaction Fee'').\16\ The Transaction Fee will
be borne only by purchasers and redeemers of Creation Units and will be
limited to amounts that have been determined appropriate by the Adviser
to defray the transaction expenses that will be incurred by a Fund when
an investor purchases or redeems Creation Units.\17\ All orders to
purchase Creation Units will be placed with the Distributor by or
through an Authorized Participant and the Distributor will transmit
such orders to the Fund. 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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    \16\ 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.
    \17\ Where a Fund permits an in-kind purchaser to deposit cash
in lieu of depositing one or more Deposit Instruments, the purchaser
may be assessed a higher Transaction Fee to offset the cost to the
Fund of buying those particular Deposit Instruments. In all cases,
the Transaction Fee will be limited in accordance with the
requirements of the Commission applicable to open-end management
investment companies offering redeemable securities.
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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.\18\ 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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    \18\ 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.\19\ 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.
---------------------------------------------------------------------------

    \19\ 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.
---------------------------------------------------------------------------

    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.
    15. Neither the 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 (``Web site''), 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 Instruments
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.\20\ This disclosure will look through any Wholly-Owned Subsidiary
and identify the specific Portfolio Instruments held by that entity.
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    \20\ 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 ale 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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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; 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.
    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 issue Shares
that are redeemable in Creation Units only.\21\ 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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    \21\ 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 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.\22\
---------------------------------------------------------------------------

    \22\ 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.
---------------------------------------------------------------------------

    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 (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

Instruments in which those Funds invest. Applicants have been advised
that, under certain circumstances, the delivery cycles for transferring
Portfolio Instruments 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 Instruments 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.\23\
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    \23\ 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
\24\ would not be inconsistent with the spirit and intent of section
22(e).\25\ Applicants represent the SAI will disclose those local
holidays (over the period of at least one year following the date of
the SAI), if any, that are expected to prevent the delivery of
redemption proceeds in seven calendar days and the maximum number of
days, up to 15 calendar days, needed to deliver the proceeds for each
affected Foreign Fund or Global Fund. 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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    \24\ Certain countries in which a Fund may invest have
historically had settlement periods of up to 15 calendar days.
    \25\ Other feeder funds invested in any Master Fund are not
seeking, and will not rely on, the section 22(e) relief requested
herein.
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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 Funds of 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 Funds of Funds in excess of the limits in section 12(d)(1)(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 certain of their proposed conditions
address concerns regarding the potential for undue influence. To limit
the control that a Fund of Funds may have over a Fund, applicants
propose a condition prohibiting the Fund of Funds Adviser, Sponsor, any
person controlling, controlled by, or under common control with the
Fund of Funds Adviser, sponsor of an Investing Trust (``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 Fund of Funds Adviser, the Sponsor, or any person
controlling, controlled by, or under common control with the 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 sub-adviser to an Investing Management Company (``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'').
    12. Applicants propose a condition to ensure that no Fund of Funds
or Fund of Funds Affiliate \26\ (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'').\27\
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    \26\ ``Fund of Funds Affiliate'' is any Fund of Funds Adviser,
Fund of Funds Sub-Adviser, Sponsor, promoter or principal
underwriter of a Fund of Funds, and any person controlling,
controlled by or under common control with any of these entities. A
``Fund Affiliate'' is the Adviser, Sub-Adviser, promoter, or
principal underwriter of a Fund or any person controlling,
controlled by or under common control with any of these entities.
    \27\ 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, Fund of Funds Sub-Adviser, 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).
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    13. Applicants propose several conditions to address the potential
for layering of fees. Applicants note that 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 (``independent Board members''),
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 Investing Management Company may
invest. Applicants also 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.\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.
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    14. In order to address concerns about complexity, applicants
propose condition B.12, which will prohibit Funds 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, other

than a Wholly-Owned Subsidiary,\29\ except to the extent permitted by
exemptive relief from the Commission permitting a Fund, or its
respective Master Fund, to purchase shares of other investment
companies for short-term cash management purposes.
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    \29\ A Fund, or its respective Master Fund, may invest in a
wholly-owned subsidiary, organized under the laws of the Cayman
Islands or under the laws of another non-U.S. jurisdiction (each, a
``Wholly-Owned Subsidiary''), in order to pursue its investment
objectives and/or ensure that the Fund remains qualified as a
registered investment company for U.S. federal income tax purposes.
A Wholly-Owned Subsidiary may rely on section 3(c)(1) or 3(c)(7) of
the Act to be excluded from the definition of investment company.
For a Fund (or its respective Master Fund) that invests in a Wholly-
Owned Subsidiary, the Adviser will serve as investment adviser to
both the Fund (or its respective Master Fund) and the Wholly-Owned
Subsidiary. A Feeder Fund will not invest in a Wholly-Owned
Subsidiary.
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    15. Finally, each Fund of Funds must enter into an FOF
Participation Agreement with the respective Funds, which will include
an acknowledgement from the Fund of Funds 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).

Sections 17(a)(1) and (2) 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 a person (``second tier affiliate''), 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 a company and provides that a
control relationship will be presumed where one person owns more than
25% of another person's voting securities. Each Fund may be deemed to
be controlled by 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 (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 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 in
excess of 25% of the outstanding Shares 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.\30\ Applicants also request an
exemption in order to permit a Fund to sell its Shares to and redeem
its Shares from, and engage in the in-kind transactions that would
accompany such sales and redemptions with, certain Funds of Funds of
which the Funds are affiliated persons or second-tier affiliates.\31\
---------------------------------------------------------------------------

    \30\ 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 a second-tier
affiliate of a Fund of Funds because the Adviser, or an entity
controlling, controlled by or under common control with the Adviser
is also an investment adviser to the Fund of Funds.
    \31\ 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. The requested relief is intended to
cover, however, transactions directly between Funds and Funds of
Funds.
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    19. 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. 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 Instruments currently held
by the relevant Funds, and the valuation of the Deposit Instruments and
Redemption Instruments will be made in the same manner and on the same
terms for all, 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 a Fund of Funds meets 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 in accordance
with policies and procedures set forth in the Fund's registration
statement.\32\ The FOF Participation Agreement will require any Fund of
Funds that purchases Creation Units directly from a Fund to represent
that the purchase of Creation Units from a Fund by a Fund of Funds will
be accomplished in compliance with the investment restrictions of the
Fund of Funds and will be consistent with the investment policies set
forth in the Fund of Fund's registration statement.
---------------------------------------------------------------------------

    \32\ Applicants acknowledge that the receipt of compensation by
(a) an affiliated person of a Fund of Funds, or a second-tier
affiliate for the purchase by the Fund of Funds of Shares of the
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.
---------------------------------------------------------------------------

    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 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. 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 ETFs, other than
the Master-Feeder Relief.
    2. As long as a Fund operates in reliance on the requested order,
the Shares of the Fund will be listed on a Listing Market.
    3. Neither the Trust nor any Fund will be advertised or marketed as
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 the Shares are not
individually redeemable and that owners of the Shares may acquire
Shares from the Fund and tender Shares for redemption to the 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 the Fund, the prior
Business Day's NAV and the market closing price or Bid/Ask Price of the
Shares, and a calculation of the premium or discount of the market
closing price or Bid/Ask Price against such NAV.
    5. No Adviser or Sub-Adviser, directly or indirectly, will cause
any Authorized Participant (or any investor on whose behalf an
Authorized Participant may transact with the Fund) to acquire any
Deposit Instrument for the Fund, or its respective Master Fund, through
a transaction in which the Fund could not engage directly.
    6. On each Business Day, before the commencement of trading in
Shares on the Fund's Listing Market, the Fund will disclose on the Web
site the identities and quantities of the Portfolio Instruments held by
the Fund (or its respective Master Fund) that will form the basis of
the Fund's calculation of NAV at the end of the Business Day.

B. Section 12(d)(1) Relief

    1. The members of the 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
the 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 voting securities of the Fund in
the same proportion as the vote of all other holders of the Fund's
voting securities. 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 a 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 independent directors or trustees,
will adopt procedures reasonably designed to ensure that the Fund of
Funds Adviser and any 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 a Fund Affiliate in connection with any services or
transactions.
    4. Once an investment by a Fund of Funds in the Shares of a Fund
exceeds the limit 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 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 (or its respective Master 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, 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)
pursuant to rule 12b-1 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, or 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
(or its respective Master Fund)) will cause a Fund (or its respective
Master Fund) to purchase a security in an Affiliated Underwriting.
    7. The Board of the Fund (or its respective Master Fund), including
a majority of the independent 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 limits in section
12(d)(1)(A), a Fund of Funds will execute a FOF Participation Agreement
with the Fund stating 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 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 independent 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
recorded fully 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 that (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, (ii)
the Fund acquires securities of the Master Fund pursuant to the Master-
Feeder Relief, or (iii) the Fund invests in a Wholly-Owned Subsidiary
that is a wholly-owned and controlled subsidiary of the Fund (or its
respective Master Fund) as described in the application. Further, no
Wholly-Owned Subsidiary will acquire securities of any other investment
company or company relying on section 3(c)(1) or 3(c)(7) of the Act
other than money market funds that comply with rule 2a-7 for short-term
cash management purposes.
    For the Commission, by the Division of Investment Management, under
delegated authority.

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-01147 Filed 1-20-16; 8:45 am]
 BILLING CODE 8011-01-P