80 FR 23830 - Gabelli ETMF Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 82 (April 29, 2015)

Page Range		23830-23831
FR Document		2015-09963

Federal Register, Volume 80 Issue 82 (Wednesday, April 29, 2015)

[Federal Register Volume 80, Number 82 (Wednesday, April 29, 2015)]
[Notices]
[Pages 23830-23831]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-09963]


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

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31575; 812-14438]


Gabelli ETMF Trust, et al.; Notice of Application

April 23, 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: Gabelli ETMF Trust (the ``Trust''), Gabelli Funds, LLC 
(the ``Adviser'') and G.distributors, 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 March 30, 2015.
    Hearing or Notification of Hearing: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on May 18, 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: One Corporate Center, Rye, NY 10580-1422.

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 statutory trust organized 
under the laws of Delaware. Applicants seek relief with respect to 
seven 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 limited liability company, 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 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 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

[[Page 23831]]

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\
---------------------------------------------------------------------------

    \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. 2015-09963 Filed 4-28-15; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices 23831

an exemption from sections 2(a)(32), company and the general purposes of been prepared by the Exchange. On
5(a)(1), 22(d) and 22(e) of the Act and the Act. Section 12(d)(1)(J) of the Act April 21, 2015, the Exchange filed
rule 22c–1 under the Act, under provides that the Commission may Amendments Nos. 1 and 2 to the
sections 6(c) and 17(b) of the Act for an exempt any person, security, or proposal.3 The Commission is
exemption from sections 17(a)(1) and transaction, or any class or classes of publishing this notice to solicit
17(a)(2) of the Act, and under section persons, securities or transactions, from comments on the proposed rule change,
12(d)(1)(J) of the Act for an exemption any provision of section 12(d)(1) if the as modified by Amendments Nos. 1 and
from sections 12(d)(1)(A) and (B) of the exemption is consistent with the public 2 thereto, from interested persons.
Act. The requested Order would permit interest and the protection of investors.
applicants to offer exchange-traded 7. Applicants submit that for the I. Self-Regulatory Organization’s
managed funds. Because the relief reasons stated in the Reference Order: Statement of the Terms of the Substance
requested is the same as the relief (1) With respect to the relief requested of the Proposed Rule Change
granted by the Commission under the pursuant to section 6(c) of the Act, the Nasdaq proposes to list and trade
Reference Order and because the relief is appropriate, in the public under Nasdaq Rule 5745 (Exchange-
Adviser has entered into, or anticipates interest and consistent with the Traded Managed Fund Shares) the
entering into, a licensing agreement protection of investors and the purposes common shares (‘‘Shares’’) of the below-
with Eaton Vance Management, or an fairly intended by the policy and listed exchange-traded managed funds
affiliate thereof in order to offer provisions of the Act; (2) with respect to (each, a ‘‘Fund,’’ and collectively, the
exchange-traded managed funds,2 the the relief request pursuant to section ‘‘Funds’’):
Order would incorporate by reference 17(b) of the Act, the proposed
the terms and conditions of the transactions are reasonable and fair and Eaton Vance Balanced NextShares TM
Reference Order. do not involve overreaching on the part Eaton Vance Global Dividend Income
5. Applicants request that the Order of any person concerned, are consistent NextShares TM
apply to the Initial Funds and to any with the policies of each registered Eaton Vance Growth NextShares TM
other existing or future open-end investment company concerned and Eaton Vance Large-Cap Value
management investment company or consistent with the general purposes of NextShares TM
series thereof that: (a) is advised by the the Act; and (3) with respect to the relief
requested pursuant to section 12(d)(1)(J) Eaton Vance Richard Bernstein All
Adviser or any entity controlling, Asset Strategy NextShares TM
controlled by, or under common control of the Act, the relief is consistent with
with the Adviser (any such entity the public interest and the protection of Eaton Vance Richard Bernstein Equity
included in the term ‘‘Adviser’’); and (b) investors. Strategy NextShares TM
operates as an exchange-traded managed By the Division of Investment Eaton Vance Small-Cap NextShares TM
fund as described in the Reference Management, pursuant to delegated Eaton Vance Stock NextShares TM
Order; and (c) complies with the terms authority. Parametric Emerging Markets
and conditions of the Order and of the Brent J. Fields, NextShares TM
Reference Order, which is incorporated Secretary. Parametric International Equity
by reference herein (each such company [FR Doc. 2015–09963 Filed 4–28–15; 8:45 am] NextShares TM
or series and Initial Fund, a ‘‘Fund’’).3 BILLING CODE 8011–01–P
6. Section 6(c) of the Act provides that Eaton Vance Bond NextShares TM
the Commission may exempt any Eaton Vance TABS 5-to-15 Year
person, security or transaction, or any SECURITIES AND EXCHANGE Laddered Municipal Bond
class of persons, securities or COMMISSION NextShares TM
transactions, from any provisions of the Eaton Vance Floating-Rate & High
[Release No. 34–74797; File No. SR–
Act, if and to the extent that such NASDAQ–2015–036] Income NextShares TM
exemption is necessary or appropriate Eaton Vance Global Macro Absolute
in the public interest and consistent Self-Regulatory Organizations; The Return NextShares TM
with the protection of investors and the NASDAQ Stock Market LLC; Notice of Eaton Vance Government Obligations
purposes fairly intended by the policy Filing of Proposed Rule Change, as NextShares TM
and provisions of the Act. Section 17(b) Modified by Amendments Nos. 1 and 2
of the Act authorizes the Commission to Eaton Vance High Income Opportunities
Thereto, Relating to the Listing and
exempt a proposed transaction from NextShares TM
Trading of the Shares of 18 Eaton
section 17(a) of the Act if evidence Vance NextShares ETMFs of Either the Eaton Vance High Yield Municipal
establishes that the terms of the Eaton Vance ETMF Trust or the Eaton Income NextShares TM
transaction, including the consideration Vance ETMF Trust II Eaton Vance National Municipal Income
to be paid or received, are reasonable NextShares TM
and fair and do not involve April 23, 2015.
Each Fund is a series of either Eaton
overreaching on the part of any person Pursuant to Section 19(b)(1) of the
Vance ETMF Trust or Eaton Vance
concerned, and the proposed Securities Exchange Act of 1934 (the
ETMF Trust II (each, a ‘‘Trust,’’ and
transaction is consistent with the ‘‘Act’’) 1 and Rule 19b–4 thereunder,2
together, the ‘‘Trusts’’). The text of the
policies of the registered investment notice is hereby given that, on April 10,
proposed rule change is available at
2015, The NASDAQ Stock Market LLC
http://nasdaq.cchwallstreet.com/, at
mstockstill on DSK4VPTVN1PROD with NOTICES

2 Eaton Vance Management has obtained patents (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed with
Nasdaq’s principal office, and at the
with respect to certain aspects of the Funds’ method the Securities and Exchange
Commission’s Public Reference Room.
of operation as exchange-traded managed funds. Commission (the ‘‘Commission’’) the
3 All entities that currently intend to rely on the
proposed rule change as described in
Order are named as applicants. Any other entity 3 Amendment No. 1 amended and replaced the

that relies on the Order in the future will comply
Items I and II below, which Items have proposed rule change in its entirety. Amendment
with the terms and conditions of the Order and of No. 2 subsequently amended the proposal to
1 15 U.S.C. 78s(b)(1).
the Reference Order, which is incorporated by include a new footnote to reflect a Web site
reference herein. 2 17 CFR 240.19b–4. reference.

VerDate Sep<11>2014 17:18 Apr 28, 2015 Jkt 235001 PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 E:\FR\FM\29APN1.SGM 29APN1

Document Created: 2015-12-16 08:26:24
Document Modified: 2015-12-16 08:26:24

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 March 30, 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 23830