Victory NextShares Trust, et al.; Notice of Application, 49283-49285 [2015-20160]
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Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices
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of trade and to protect investors and the
public interest. The Adviser represents
that the proposed changes relating to the
Funds’ holdings in U.S. Treasury
futures, other interest rate futures
contracts, and interest rate swaps, as
described above, are consistent with
each Fund’s investment objective, and
will further assist the Adviser to achieve
each such investment objective. In
addition, such proposed changes are
consistent with the use of U.S. Treasury
futures, other interest rate futures
contracts, and interest rate swaps
permitted for shares of other funds of
the Trust previously approved by the
Commission for Exchange listing and
trading.13
The proposed rule change is designed
to perfect the mechanism of a free and
open market and, in general, to protect
investors and the public interest. The
Adviser represents that the proposed
changes relating to the Funds’ holdings
in U.S. Treasury futures, other interest
rate futures contracts, and interest rate
swaps, as described above, are
consistent with each Fund’s investment
objective, and will further assist the
Adviser to achieve each such
investment objective. In addition, such
proposed changes are consistent with
the use of U.S. Treasury futures, other
interest rate futures contracts, and
interest rate swaps permitted for shares
of other funds of the Trust previously
approved by the Commission for
Exchange listing and trading.14 Such
changes would enhance the ability of
the Funds to mitigate interest rate risk.
The Funds will invest only in futures
contracts that are traded on an exchange
that is a member of the ISG or with
which the Exchange has in place a
comprehensive surveillance sharing
agreement. Swaps will be centrally
cleared. All derivatives held by the
Funds will be collateralized. The
Adviser represents that the investment
objective of each Fund has not changed.
Except for the changes noted above, all
other representations made in the Prior
Release remain unchanged. The Funds
will continue to comply with all initial
and continued listing requirements
under NYSE Arca Equities Rule 8.600.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purpose of the Act. The Exchange
believes the proposed rule change, in
permitting each Fund to utilize other
13 See
14 See
note 8, supra.
note 8, supra.
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16:57 Aug 14, 2015
interest rate futures and interest rate
swaps as part of its portfolio to achieve
its investment objective, will enhance
competition among issues of Managed
Fund Shares that invest principally in
fixed income securities.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to section
19(b)(3)(A)(iii) of the Act 15 and Rule
19b–4(f)(6) thereunder.16 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
prior to 30 days from the date on which
it was filed, or such shorter time as the
Commission may designate, if
consistent with the protection of
investors and the public interest, the
proposed rule change has become
effective pursuant to section 19(b)(3)(A)
of the Act and Rule 19b–4(f)(6)(iii)
thereunder.
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2015–67 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
15 15
16 17
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U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
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49283
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSEArca–2015–67. This
file number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filing will also be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change;
the Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–
NYSEArca–2015–67 and should be
submitted on or before September 8,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Brent J. Fields,
Secretary.
[FR Doc. 2015–20158 Filed 8–14–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31745; 812–14495]
Victory NextShares Trust, et al.; Notice
of Application
August 11, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 6(c) of the
Investment Company Act of 1940
(‘‘Act’’) for an exemption from sections
AGENCY:
17 17
E:\FR\FM\17AUN1.SGM
CFR 200.30–3(a)(12).
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49284
Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices
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.
Victory NextShares Trust
(the ‘‘Trust’’), Victory Capital
Management Inc. (the ‘‘Adviser’’) and
Victory Capital Advisers, Inc. (the
‘‘Distributor’’).
SUMMARY: Summary of Application:
Applicants request an order (‘‘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 the next-determined net asset
value plus or minus a marketdetermined premium or discount that
may vary during the trading day; (c)
certain series to pay redemption
proceeds, under certain circumstances,
more than seven days from the tender of
Shares for redemption; (d) certain
affiliated persons of the series to deposit
securities into, and receive securities
from, the series in connection with the
purchase and redemption of Creation
Units; (e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
series to acquire Shares; and (f) certain
series to create and redeem Shares in
kind in a master-feeder structure. The
Order would incorporate by reference
terms and conditions of a previous order
granting the same relief sought by
applicants, as that order may be
amended from time to time (‘‘Reference
Order’’).1
DATES: Filing Date: The application was
filed on June 25, 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 September 8, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
mstockstill on DSK4VPTVN1PROD with NOTICES
APPLICANTS:
1 Eaton Vance Management, et al., Investment
Company Act Rel. Nos. 31333 (Nov. 6, 2014)
(notice) and 31361 (Dec. 2, 2014) (order).
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16:57 Aug 14, 2015
Jkt 235001
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: The Commission: Brent J.
Fields, Secretary, U.S. Securities and
Exchange Commission, 100 F Street NE.,
Washington, DC 20549–1090.
Applicants: Victory NextShares Trust,
Victory Capital Management Inc., and
Victory Capital Advisers, Inc., 4900
Tiedeman Rd., Brooklyn, OH 44144.
FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, or
Dalia Osman Blass, Assistant Chief
Counsel, at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants
1. The Trust will be registered as an
open-end management investment
company under the Act and is a
statutory business trust organized under
the laws of Delaware. Applicants seek
relief with respect to nine Funds (as
defined below, and those Funds, the
‘‘Initial Funds’’). The portfolio positions
of each Fund will consist of securities
and other assets selected and managed
by its Adviser or Subadviser (as defined
below) to pursue the Fund’s investment
objective.
2. The Adviser, a New York
corporation, will be the investment
adviser to the Initial Funds. An Adviser
(as defined below) will serve as
investment adviser to each Fund. The
Adviser is, and any other Adviser will
be, registered as an investment adviser
under the Investment Advisers Act of
1940 (‘‘Advisers Act’’). The Adviser and
the Trust may retain one or more
subadvisers (each a ‘‘Subadviser’’) to
manage the portfolios of the Funds. Any
Subadviser will be registered, or not
subject to registration, under the
Advisers Act.
3. The Distributor is a Delaware
corporation and a broker-dealer
registered under the Securities
Exchange Act of 1934 and will act as the
principal underwriter of Shares of the
Funds. Applicants request that the
requested relief apply to any distributor
of Shares, whether affiliated or
unaffiliated with the Adviser (included
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in the term ‘‘Distributor’’). Any
Distributor will comply with the terms
and conditions of the Order.
Applicants’ Requested Exemptive Relief
4. Applicants seek the requested
Order under section 6(c) of the Act for
an exemption from sections 2(a)(32),
5(a)(1), 22(d) and 22(e) of the Act and
rule 22c-1 under the Act, under sections
6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption
from sections 12(d)(1)(A) and (B) of the
Act. The requested Order would permit
applicants to offer exchange-traded
managed funds. Because the relief
requested is the same as the relief
granted by the Commission under the
Reference Order and because the
Adviser has entered into, or anticipates
entering into, a licensing agreement
with Eaton Vance Management, or an
affiliate thereof in order to offer
exchange-traded managed funds,2 the
Order would incorporate by reference
the terms and conditions of the
Reference Order.
5. Applicants request that the Order
apply to the Initial Funds and to any
other existing or future open-end
management investment company or
series thereof that: (a) Is advised by the
Adviser or any entity controlling,
controlled by, or under common control
with the Adviser (any such entity
included in the term ‘‘Adviser’’); and (b)
operates as an exchange-traded managed
fund as described in the Reference
Order; and (c) complies with the terms
and conditions of the Order and of the
Reference Order, which is incorporated
by reference herein (each such company
or series and Initial Fund, a ‘‘Fund’’).3
6. 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 provisions 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
2 Eaton Vance Management has obtained patents
with respect to certain aspects of the Funds’ method
of operation as exchange-traded managed funds.
3 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 Order and of
the Reference Order, which is incorporated by
reference herein.
E:\FR\FM\17AUN1.SGM
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Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices
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 purposes 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.
7. Applicants submit that for the
reasons stated in the Reference Order:
(1) With respect to the relief requested
pursuant to section 6(c) of the Act, the
relief 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; (2) with respect to
the relief request pursuant to section
17(b) of the Act, the proposed
transactions are reasonable and fair and
do not involve overreaching on the part
of any person concerned, are consistent
with the policies of each registered
investment company concerned and
consistent with the general purposes of
the Act; and (3) with respect to the relief
requested pursuant to section 12(d)(1)(J)
of the Act, the relief is consistent with
the public interest and the protection of
investors.
By the Division of Investment
Management, pursuant to delegated
authority.
Robert W. Errett
Deputy Secretary.
[FR Doc. 2015–20160 Filed 8–14–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
mstockstill on DSK4VPTVN1PROD with NOTICES
[Release No. 34–75659; File No. SR–NYSE–
2015–27]
Self-Regulatory Organizations; New
York Stock Exchange LLC;
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change Amending the Eighth
Amended and Restated Operating
Agreement of the Exchange To
Establish a Regulatory Oversight
Committee as a Committee of the
Board of Directors of the Exchange
and Make Certain Conforming
Amendments to Exchange Rules
August 11, 2015.
On June 12, 2015, New York Stock
Exchange LLC (‘‘NYSE’’ or the
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16:57 Aug 14, 2015
Jkt 235001
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’), pursuant to Section
19(b)(1) 1 of the Securities Exchange Act
of 1934 (the ‘‘Act’’) 2 and Rule 19b–4
thereunder,3 a proposed rule change to
amend the Eighth Amended and
Restated Operating Agreement of the
Exchange to establish a Regulatory
Oversight Committee as a Committee of
the Board of Directors of the Exchange
and make certain conforming
amendments to Exchange Rules. The
proposed rule change was published for
comment in the Federal Register on
June 30, 2015.4 The Commission has
received no comment letters on the
proposed rule change.
Section 19(b)(2) of the Act 5 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The Commission is
extending this 45-day time period. The
Commission finds that it is appropriate
to designate a longer period within
which to take action on the proposed
rule change so that it has sufficient time
to consider the proposed rule change.
Accordingly, the Commission,
pursuant to Section 19(b)(2) of the Act,6
designates September 28, 2015, as the
date by which the Commission shall
either approve or disapprove or institute
proceedings to determine whether to
disapprove the proposed rule change
(File Number SR–NYSE–2015–27).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Brent J. Fields,
Secretary.
[FR Doc. 2015–20154 Filed 8–14–15; 8:45 am]
BILLING CODE 8011–01–P
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
4 See Securities Exchange Act Release No. 75288
(June 24, 2015), 80 FR 37316.
5 15 U.S.C. 78s(b)(2).
6 Id.
7 17 CFR 200.30–3(a)(31).
2 15
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49285
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–101, OMB Control No.
3235–0082]
Proposed Collection; Comment
Request
Upon Written Request Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE., Washington, DC
20549–2736.
Extension: Form 11–K.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management Budget for extension and
approval.
Form 11–K (17 CFR 249.311) is the
annual report designed for use by
employee stock purchase, savings and
similar plans to comply with the
reporting requirements under Section
15(d) of the Securities and Exchange Act
of 1934 (the ‘‘Exchange Act’’) (15 U.S.C.
78o(d)). Section 15(d) establishes a
periodic reporting obligation for every
issuer of a class of securities registered
under the Securities Act of 1933 (the
‘‘Securities Act’’) (15 U.S.C. 77a et seq.).
Form 11–K provides employees of an
issuer with financial information so that
they can assess the performance of the
investment vehicle or stock plan. Form
11–K takes approximately 30 burden
hours per response and is filed by 1,761
respondents for total of 52,830 burden
hours.
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
of the burden imposed by the collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information collected; and (d) ways to
minimize the burden of the collections
of information on respondents,
including through the use of automated
collection techniques or other forms of
information technology. Consideration
will be given to comments and
suggestions submitted in writing within
60 days of this publication.
Please direct your written comments
to Pamela Dyson, Chief Information
Officer, Securities and Exchange
Commission, c/o Remi Pavlik-Simon,
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]]>Agencies
[Federal Register Volume 80, Number 158 (Monday, August 17, 2015)]
[Notices]
[Pages 49283-49285]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-20160]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31745; 812-14495]
Victory NextShares Trust, et al.; Notice of Application
August 11, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (``Act'') for an exemption from sections
[[Page 49284]]
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.
-----------------------------------------------------------------------
Applicants: Victory NextShares Trust (the ``Trust''), Victory Capital
Management Inc. (the ``Adviser'') and Victory Capital Advisers, Inc.
(the ``Distributor'').
SUMMARY: Summary of Application: Applicants request an order
(``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 the next-determined
net asset value plus or minus a market-determined premium or discount
that may vary during the trading day; (c) certain series to pay
redemption proceeds, under certain circumstances, more than seven days
from the tender of Shares for redemption; (d) certain affiliated
persons of the series to deposit securities into, and receive
securities from, the series in connection with the purchase and
redemption of Creation Units; (e) certain registered management
investment companies and unit investment trusts outside of the same
group of investment companies as the series to acquire Shares; and (f)
certain series to create and redeem Shares in kind in a master-feeder
structure. The Order would incorporate by reference terms and
conditions of a previous order granting the same relief sought by
applicants, as that order may be amended from time to time (``Reference
Order'').\1\
---------------------------------------------------------------------------
\1\ Eaton Vance Management, et al., Investment Company Act Rel.
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).
---------------------------------------------------------------------------
DATES: Filing Date: The application was filed on June 25, 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 September 8, 2015, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: The Commission: Brent J. Fields, Secretary, U.S. Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.
Applicants: Victory NextShares Trust, Victory Capital Management Inc.,
and Victory Capital Advisers, Inc., 4900 Tiedeman Rd., Brooklyn, OH
44144.
FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist,
or Dalia Osman Blass, Assistant Chief Counsel, at (202) 551-6821
(Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants
1. The Trust will be registered as an open-end management
investment company under the Act and is a statutory business trust
organized under the laws of Delaware. Applicants seek relief with
respect to nine Funds (as defined below, and those Funds, the ``Initial
Funds''). The portfolio positions of each Fund will consist of
securities and other assets selected and managed by its Adviser or
Subadviser (as defined below) to pursue the Fund's investment
objective.
2. The Adviser, a New York corporation, will be the investment
adviser to the Initial Funds. An Adviser (as defined below) will serve
as investment adviser to each Fund. The Adviser is, and any other
Adviser will be, registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act''). The Adviser and the
Trust may retain one or more subadvisers (each a ``Subadviser'') to
manage the portfolios of the Funds. Any Subadviser will be registered,
or not subject to registration, under the Advisers Act.
3. The Distributor is a Delaware corporation and a broker-dealer
registered under the Securities Exchange Act of 1934 and will act as
the principal underwriter of Shares of the Funds. Applicants request
that the requested relief apply to any distributor of Shares, whether
affiliated or unaffiliated with the Adviser (included in the term
``Distributor''). Any Distributor will comply with the terms and
conditions of the Order.
Applicants' Requested Exemptive Relief
4. Applicants seek the requested Order under section 6(c) of the
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e)
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b)
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the
Act, and under section 12(d)(1)(J) of the Act for an exemption from
sections 12(d)(1)(A) and (B) of the Act. The requested Order would
permit applicants to offer exchange-traded managed funds. Because the
relief requested is the same as the relief granted by the Commission
under the Reference Order and because the Adviser has entered into, or
anticipates entering into, a licensing agreement with Eaton Vance
Management, or an affiliate thereof in order to offer exchange-traded
managed funds,\2\ the Order would incorporate by reference the terms
and conditions of the Reference Order.
---------------------------------------------------------------------------
\2\ Eaton Vance Management has obtained patents with respect to
certain aspects of the Funds' method of operation as exchange-traded
managed funds.
---------------------------------------------------------------------------
5. Applicants request that the Order apply to the Initial Funds and
to any other existing or future open-end management investment company
or series thereof that: (a) Is advised by the Adviser or any entity
controlling, controlled by, or under common control with the Adviser
(any such entity included in the term ``Adviser''); and (b) operates as
an exchange-traded managed fund as described in the Reference Order;
and (c) complies with the terms and conditions of the Order and of the
Reference Order, which is incorporated by reference herein (each such
company or series and Initial Fund, a ``Fund'').\3\
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\3\ 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 Order
and of the Reference Order, which is incorporated by reference
herein.
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6. 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 provisions 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
[[Page 49285]]
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 purposes
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.
7. Applicants submit that for the reasons stated in the Reference
Order: (1) With respect to the relief requested pursuant to section
6(c) of the Act, the relief 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; (2) with respect to
the relief request pursuant to section 17(b) of the Act, the proposed
transactions are reasonable and fair and do not involve overreaching on
the part of any person concerned, are consistent with the policies of
each registered investment company concerned and consistent with the
general purposes of the Act; and (3) with respect to the relief
requested pursuant to section 12(d)(1)(J) of the Act, the relief is
consistent with the public interest and the protection of investors.
By the Division of Investment Management, pursuant to delegated
authority.
Robert W. Errett
Deputy Secretary.
[FR Doc. 2015-20160 Filed 8-14-15; 8:45 am]
BILLING CODE 8011-01-P
