80 FR 13057 - American Beacon NextShares Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 48 (March 12, 2015)

Page Range		13057-13058
FR Document		2015-05596

Federal Register, Volume 80 Issue 48 (Thursday, March 12, 2015)

[Federal Register Volume 80, Number 48 (Thursday, March 12, 2015)]
[Notices]
[Pages 13057-13058]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-05596]


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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31498; 812-14417]


American Beacon NextShares Trust, et al.; Notice of Application

March 6, 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 
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: American Beacon NextShares Trust (the ``Trust''), 
American Beacon Advisors, Inc. (the ``Manager'') and Foreside Fund 
Services, LLC (the ``Distributor'').
    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).
---------------------------------------------------------------------------

    Filing Dates: The application was filed on January 15, 2015, and 
amended on February 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 March 31, 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: American Beacon NextShares Trust and American Beacon 
Advisors, Inc., 220 East Las Colinas Blvd., Suite 1200, Irving, TX 
75039, and Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, 
Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, or 
Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of 
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants

    1. The Trust will be registered as an open-end management 
investment company under the Act and is a business trust organized 
under the laws of Massachusetts. Applicants seek relief with respect to 
five 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 Manager or Subadviser (as 
defined below) to pursue the Fund's investment objective.
    2. The Manager, a Delaware corporation, will be the investment 
manager to the Initial Funds. A Manager (as defined below) will serve 
as investment manager to each Fund. The Manager is, and any other 
Manager will be, registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act''). The Manager 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 limited liability company 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 Manager 
(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 Manager 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 Manager or any entity 
controlling, controlled by, or under common control

[[Page 13058]]

with the Manager (any such entity included in the term ``Manager''); 
(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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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 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.
Brent J. Fields,
Secretary.
[FR Doc. 2015-05596 Filed 3-11-15; 8:45 am]
 BILLING CODE 8011-01-P

13058 Federal Register / Vol. 80, No. 48 / Thursday, March 12, 2015 / Notices

with the Manager (any such entity By the Division of Investment I. Description
included in the term ‘‘Manager’’); (b) Management, pursuant to delegated
authority. OCC is amending its By-Laws and
operates as an exchange-traded managed other governing documents, and
fund as described in the Reference Brent J. Fields,
adopting certain policies, for the
Order; and (c) complies with the terms Secretary.
purpose of implementing a plan for
and conditions of the Order and of the [FR Doc. 2015–05596 Filed 3–11–15; 8:45 am]
raising additional capital (‘‘Capital
Reference Order, which is incorporated BILLING CODE 8011–01–P Plan’’) under which the options
by reference herein (each such company exchanges that own equity in OCC
or series and Initial Fund, a ‘‘Fund’’).3 (‘‘Stockholder Exchanges’’ or
6. Section 6(c) of the Act provides that SECURITIES AND EXCHANGE ‘‘Stockholders’’) will make an additional
the Commission may exempt any COMMISSION capital contribution and commit to
person, security or transaction, or any [Release No. 34–74452; File No. SR–OCC– replenishment capital (‘‘Replenishment
class of persons, securities or 2015–02] Capital’’) in circumstances discussed
transactions, from any provisions of the below, and will receive, among other
Act, if and to the extent that such Self-Regulatory Organizations; The things, the right to receive dividends
exemption is necessary or appropriate Options Clearing Corporation; Order from OCC. In addition to the new
in the public interest and consistent Approving Proposed Rule Change capital contribution and Replenishment
with the protection of investors and the Concerning a Proposed Capital Plan Capital commitment, the main features
purposes fairly intended by the policy for Raising Additional Capital That of the Capital Plan include: (i) A policy
and provisions of the Act. Section 17(b) Would Support The Options Clearing establishing OCC’s clearing fees at a
of the Act authorizes the Commission to Corporation’s Function as a level that would be sufficient to cover
exempt a proposed transaction from Systemically Important Financial OCC’s estimated operating expenses
section 17(a) of the Act if evidence Market Utility
establishes that the terms of the March 6, 2015. Belvedere Trading, CTC Trading Group, IMC
transaction, including the consideration On January 14, 2015, The Options Financial Markets, Integral Derivatives,
to be paid or received, are reasonable Susquehanna Investment Group, and Wolverine
Clearing Corporation (‘‘OCC’’) filed with Trading, (February 20, 2015) (‘‘MM Letter’’); Letter
and fair and do not involve the Securities and Exchange from Ellen Greene, Managing Director, Financial
overreaching on the part of any person Commission (‘‘Commission’’) the Services Operations, SIFMA, (February 20, 2015)
concerned, and the proposed proposed rule change SR–OCC–2015–02 (‘‘SIFMA Letter’’); Letter from James E. Brown,
transaction is consistent with the General Counsel, OCC, (February 23, 2015)
pursuant to Section 19(b)(1) of the (responding to BATS Letter and BOX Letter) (‘‘OCC
policies of the registered investment Securities Exchange Act of 1934 Letter I’’); Letter from James E. Brown, General
company and the general purposes of (‘‘Act’’) 1 and Rule 19b–4 thereunder.2 Counsel, OCC, (February 23, 2015) (responding to
the Act. Section 12(d)(1)(J) of the Act The proposed rule change was MM Letter) (‘‘OCC Letter II’’); Letter from Barbara
provides that the Commission may J. Comly, Executive Vice President, General Counsel
published for comment in the Federal & Corporate Secretary, Miami International
exempt any person, security, or Register on January 30, 2015.3 The Securities Exchange, LLC (February 24, 2015)
transaction, or any class or classes of Commission received seventeen (‘‘MIAX Letter I’’); Letter from James E. Brown,
persons, securities or transactions, from comment letters on OCC’s proposal from General Counsel, OCC, (February 24, 2015)
any provision of section 12(d)(1) if the (responding to SIFMA Letter) (‘‘OCC Letter III’’);
OCC and seven other commenters or Letter from John A. McCarthy, General Counsel,
exemption is consistent with the public groups.4 This order approves the KCG Holdings, Inc., (February 26, 2015) (‘‘KCG
interest and the protection of investors. proposed rule change. Letter I’’); Letter from Eric Swanson, General
7. Applicants submit that for the Counsel and Secretary, BATS Global Markets, Inc.,
reasons stated in the Reference Order: 1 15
(February 27, 2015) (‘‘BATS Letter II’’); Letter from
U.S.C. 78s(b)(1). John A. McCarthy, General Counsel, KCG Holdings,
(1) With respect to the relief requested 2 17 CFR 240.19b–4. OCC also filed proposals in Inc., (February 27, 2015) (‘‘KCG Letter II’’); Letter
pursuant to section 6(c) of the Act, the this proposed rule change as an advance notice from Richard J. McDonald, Chief Regulatory
relief is appropriate, in the public under Section 806(e)(1) of the Payment, Clearing, Counsel, Susquehanna International Group, LLP,
and Settlement Supervision Act of 2010 (‘‘Payment, (February 27, 2015), (‘‘SIG Letter I’’); Letter from
interest and consistent with the Clearing and Settlement Supervision Act’’). 12 Barbara J. Comly, Executive Vice President, General
protection of investors and the purposes U.S.C. 5465(e)(1). On February 26, 2015, the Counsel & Corporate Secretary, Miami International
fairly intended by the policy and Commission issued a notice of no objection to the Securities Exchange, LLC (March 1, 2015) (‘‘MIAX
provisions of the Act; (2) with respect to advance notice filing. See Exchange Act Release No. Letter II’’); Letter from James E. Brown, General
74387 (February 26, 2015) (SR–OCC–2014–813). Counsel, OCC, (March 2, 2015) (‘‘OCC Letter IV’’);
the relief request pursuant to section 3 Securities Exchange Act Release No. 74136
Letter from Eric Swanson, General Counsel and
17(b) of the Act, the proposed (January 26, 2015), 80 FR 5171 (January 30, 2015) Secretary, BATS Global Markets, Inc. (March 3,
transactions are reasonable and fair and (SR–OCC–2015–02). As the Commission noted in 2015)(‘‘BATS Letter III’’); and Letter from Tony
do not involve overreaching on the part the notice of filing of the proposed rule change, McCormick, Chief Executive Officer, BOX Options
OCC stated that the purpose of this proposal is, in Exchange, (March 3, 2015) (‘‘BOX Letter II’’); Letter
of any person concerned, are consistent part, to facilitate compliance with proposed from Brian Sopinsky, General Counsel,
with the policies of each registered Commission rules and address Principle 15 of the Susquehanna International Group, LLP, (March 4,
investment company concerned and Principles for Financial Market Infrastructures 2015) (‘‘SIG Letter II’’). Since the proposal was filed
consistent with the general purposes of (‘‘PFMIs’’). The proposed Commission rules are as both an advance notice and proposed rule
pending. See Securities Exchange Act Release No. change, the Commission considered all comments
the Act; and (3) with respect to the relief 71699 (March 12, 2014), 79 FR 29508 (May 22, received on the proposal, regardless of whether the
requested pursuant to section 12(d)(1)(J) 2014) (S7–03–14). Therefore, the Commission has comments were submitted to the proposed rule
of the Act, the relief is consistent with evaluated this proposed rule change under the Act
asabaliauskas on DSK5VPTVN1PROD with NOTICES

change or advance notice. See comments on the
the public interest and the protection of and the rules currently in force thereunder. See advance notice (File No. SR–OCC–2014–813),
Securities Exchange Act Release No. 74136 (January http://www.sec.gov/comments/sr-occ-2014-813/
investors. 26, 2015), 80 FR 5171 (January 30, 2015) (SR–OCC– occ2014813.shtml and comments on the proposed
2015–02). rule change (File No. SR–OCC–2015–02), http://
3 All entities that currently intend to rely on the 4 See Letter from Eric Swanson, General Counsel www.sec.gov/comments/sr-occ-2015-02/
Order are named as applicants. Any other entity & Secretary, BATS Global Markets, Inc., (February occ201502.shtml. In its evaluation of the proposed
that relies on the Order in the future will comply 19, 2015) (‘‘BATS Letter I’’); Letter from Tony rule change, the Commission assessed whether the
with the terms and conditions of the Order and of McCormick, Chief Executive Officer, BOX Options proposal was consistent with the requirements of
the Reference Order, which is incorporated by Exchange, (February 19, 2015) (‘‘BOX Letter I’’); the Act and the applicable rules and regulations
reference herein. Letter from Howard L. Kramer on behalf of thereunder.

VerDate Sep<11>2014 17:40 Mar 11, 2015 Jkt 235001 PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 E:\FR\FM\12MRN1.SGM 12MRN1

Document Created: 2018-02-21 09:36:18
Document Modified: 2018-02-21 09:36:18

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
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 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.
Dates		The application was filed on January 15, 2015, and amended on February 23, 2015.
Contact		Jean E. Minarick, Senior Counsel, or Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		80 FR 13057