80 FR 43825 - Broms Asset Management NextShares Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 141 (July 23, 2015)

Page Range		43825-43826
FR Document		2015-18030

Federal Register, Volume 80 Issue 141 (Thursday, July 23, 2015)

[Federal Register Volume 80, Number 141 (Thursday, July 23, 2015)]
[Notices]
[Pages 43825-43826]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-18030]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31717; 812-14503]


Broms Asset Management NextShares Trust, et al.; Notice of 
Application

July 16, 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.

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    Applicants: Broms Asset Management NextShares Trust (``Trust''), 
Broms Asset Management LLC (``Manager''), and Foreside Fund Services, 
LLC (``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\
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    \1\ Eaton Vance Management, et al., Investment Company Act Rel. 
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).

DATES:  Filing Dates: The application was filed on June 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 August 12, 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: Broms Asset Management NextShares Trust and Broms Asset 
Management LLC, 40 Wall Street, 35th Floor, New York, NY 10005 and 
Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 
04101.

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

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (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 four 
Funds (as defined below, and those Funds, the ``Initial Funds''). Each 
Fund's portfolio positions will

[[Page 43826]]

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 is a Delaware limited liability company and 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.
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    \2\ Eaton Vance Management has obtained patents with respect to 
certain aspects of the Funds' method of operation as exchange-traded 
managed funds.
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    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 with the Manager 
(any such entity included in the term ``Manager''); 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 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. 2015-18030 Filed 7-22-15; 8:45 am]
BILLING CODE 8011-01-P

43826 Federal Register / Vol. 80, No. 141 / Thursday, July 23, 2015 / Notices

consist of securities and other assets included in the term ‘‘Manager’’); and By the Division of Investment
selected and managed by its Manager or (b) operates as an exchange-traded Management, pursuant to delegated
Subadviser (as defined below) to pursue managed fund as described in the authority.
the Fund’s investment objective. Reference Order; and (c) complies with Robert W. Errett,
2. The Manager is a Delaware limited the terms and conditions of the Order Deputy Secretary.
liability company and will be the and of the Reference Order, which is [FR Doc. 2015–18030 Filed 7–22–15; 8:45 am]
investment manager to the Initial Funds. incorporated by reference herein (each BILLING CODE 8011–01–P
A Manager (as defined below) will serve such company or series and Initial
as investment manager to each Fund. Fund, a ‘‘Fund’’).3
The Manager is, and any other Manager 6. Section 6(c) of the Act provides that SECURITIES AND EXCHANGE
will be, registered as an investment the Commission may exempt any COMMISSION
adviser under the Investment Advisers person, security or transaction, or any
Act of 1940 (‘‘Advisers Act’’). The class of persons, securities or [Release No. 34–75481; File No. SR–
Manager and the Trust may retain one transactions, from any provisions of the ISEGemini-2015–13]
or more subadvisers (each a Act, if and to the extent that such
‘‘Subadviser’’) to manage the portfolios exemption is necessary or appropriate Self-Regulatory Organizations; ISE
of the Funds. Any Subadviser will be in the public interest and consistent Gemini, LLC; Notice of Filing and
registered, or not subject to registration, with the protection of investors and the Immediate Effectiveness of Proposed
under the Advisers Act. purposes fairly intended by the policy Rule Change To Extend the Price
3. The Distributor is a Delaware and provisions of the Act. Section 17(b) Improvement Mechanism Pilot
limited liability company and a broker- of the Act authorizes the Commission to Program
dealer registered under the Securities exempt a proposed transaction from July 17, 2015.
Exchange Act of 1934 and will act as the section 17(a) of the Act if evidence Pursuant to Section 19(b)(1) of the
principal underwriter of Shares of the establishes that the terms of the Securities Exchange Act of 1934 (the
Funds. Applicants request that the transaction, including the consideration ‘‘Act’’),1 and Rule 19b–4 thereunder,2
requested relief apply to any distributor to be paid or received, are reasonable notice is hereby given that on July 16,
of Shares, whether affiliated or and fair and do not involve 2015, ISE Gemini, LLC (the ‘‘Exchange’’
unaffiliated with the Manager (included overreaching on the part of any person or ‘‘ISE Gemini’’) filed with the
in the term ‘‘Distributor’’). Any concerned, and the proposed Securities and Exchange Commission
Distributor will comply with the terms transaction is consistent with the (‘‘Commission’’) the proposed rule
and conditions of the Order. policies of the registered investment change as described in Items I and II
Applicants’ Requested Exemptive Relief company and the general purposes of below, which Items have been prepared
the Act. Section 12(d)(1)(J) of the Act by the self-regulatory organization. The
4. Applicants seek the requested provides that the Commission may
Order under section 6(c) of the Act for Commission is publishing this notice to
exempt any person, security, or solicit comments on the proposed rule
an exemption from sections 2(a)(32), transaction, or any class or classes of
5(a)(1), 22(d) and 22(e) of the Act and change from interested persons.
persons, securities or transactions, from
rule 22c–1 under the Act, under any provision of section 12(d)(1) if the I. Self-Regulatory Organization’s
sections 6(c) and 17(b) of the Act for an exemption is consistent with the public Statement of the Terms of Substance of
exemption from sections 17(a)(1) and interest and the protection of investors. the Proposed Rule Change
17(a)(2) of the Act, and under section 7. Applicants submit that for the
12(d)(1)(J) of the Act for an exemption ISE Gemini proposes to extend two
reasons stated in the Reference Order: pilot programs related to its Price
from sections 12(d)(1)(A) and (B) of the (1) With respect to the relief requested
Act. The requested Order would permit Improvement Mechanism (‘‘PIM’’). The
pursuant to section 6(c) of the Act, the text of the proposed rule change is
applicants to offer exchange-traded relief is appropriate, in the public
managed funds. Because the relief available on the Exchange’s Web site
interest and consistent with the www.ise.com, at the principal office of
requested is the same as the relief protection of investors and the purposes
granted by the Commission under the the Exchange, and at the Commission’s
fairly intended by the policy and Public Reference Room.
Reference Order and because the provisions of the Act; (2) with respect to
Manager has entered into, or anticipates the relief request pursuant to section II. Self-Regulatory Organization’s
entering into, a licensing agreement 17(b) of the Act, the proposed Statement of the Purpose of, and
with Eaton Vance Management, or an transactions are reasonable and fair and Statutory Basis for, the Proposed Rule
affiliate thereof in order to offer do not involve overreaching on the part Change
exchange-traded managed funds,2 the of any person concerned, are consistent In its filing with the Commission, the
Order would incorporate by reference with the policies of each registered self-regulatory organization included
the terms and conditions of the investment company concerned and statements concerning the purpose of,
Reference Order. consistent with the general purposes of and basis for, the proposed rule change
5. Applicants request that the Order the Act; and (3) with respect to the relief and discussed any comments it received
apply to the Initial Funds and to any requested pursuant to section 12(d)(1)(J) on the proposed rule change. The text
other existing or future open-end of the Act, the relief is consistent with of these statements may be examined at
management investment company or the public interest and the protection of
mstockstill on DSK4VPTVN1PROD with NOTICES

the places specified in Item IV below.
series thereof that: (a) Is advised by the investors. The self-regulatory organization has
Manager or any entity controlling,
prepared summaries, set forth in
controlled by, or under common control 3 All entities that currently intend to rely on the sections A, B and C below, of the most
with the Manager (any such entity Order are named as applicants. Any other entity significant aspects of such statements.
that relies on the Order in the future will comply
2 Eaton Vance Management has obtained patents with the terms and conditions of the Order and of
1 15 U.S.C. 78s(b)(1).
with respect to certain aspects of the Funds’ method the Reference Order, which is incorporated by
of operation as exchange-traded managed funds. reference herein. 2 17 CFR 240.19b–4.

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Document Created: 2015-12-15 12:53:08
Document Modified: 2015-12-15 12:53:08

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.
Contact		Jean E. Minarick, Senior Counsel, or Dalia Osman Blass, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		80 FR 43825