80 FR 49283 - Victory NextShares Trust, et al.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 158 (August 17, 2015)
Federal Register Volume 80, Issue 158 (August 17, 2015)
| Page Range | 49283-49285 | |
| FR Document | 2015-20160 |
[Federal Register Volume 80, Number 158 (Monday, August 17, 2015)] [Notices] [Pages 49283-49285] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-20160] ----------------------------------------------------------------------- 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 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 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\ --------------------------------------------------------------------------- \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 [[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
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of trade and to protect investors and the interest rate futures and interest rate Commission, 100 F Street NE.,
public interest. The Adviser represents swaps as part of its portfolio to achieve Washington, DC 20549–1090.
that the proposed changes relating to the its investment objective, will enhance All submissions should refer to File
Funds’ holdings in U.S. Treasury competition among issues of Managed Number SR–NYSEArca–2015–67. This
futures, other interest rate futures Fund Shares that invest principally in file number should be included on the
contracts, and interest rate swaps, as fixed income securities. subject line if email is used. To help the
described above, are consistent with Commission process and review your
each Fund’s investment objective, and C. Self-Regulatory Organization’s
Statement on Comments on the comments more efficiently, please use
will further assist the Adviser to achieve only one method. The Commission will
each such investment objective. In Proposed Rule Change Received From
Members, Participants, or Others post all comments on the Commission’s
addition, such proposed changes are Internet Web site (http://www.sec.gov/
consistent with the use of U.S. Treasury No written comments were solicited rules/sro.shtml). Copies of the
futures, other interest rate futures or received with respect to the proposed submission, all subsequent
contracts, and interest rate swaps rule change. amendments, all written statements
permitted for shares of other funds of with respect to the proposed rule
III. Date of Effectiveness of the
the Trust previously approved by the change that are filed with the
Proposed Rule Change and Timing for
Commission for Exchange listing and Commission, and all written
Commission Action
trading.13 communications relating to the
The proposed rule change is designed The Exchange has filed the proposed proposed rule change between the
to perfect the mechanism of a free and rule change pursuant to section Commission and any person, other than
open market and, in general, to protect 19(b)(3)(A)(iii) of the Act 15 and Rule those that may be withheld from the
investors and the public interest. The 19b–4(f)(6) thereunder.16 Because the public in accordance with the
Adviser represents that the proposed proposed rule change does not: (i) provisions of 5 U.S.C. 552, will be
changes relating to the Funds’ holdings Significantly affect the protection of available for Web site viewing and
in U.S. Treasury futures, other interest investors or the public interest; (ii) printing in the Commission’s Public
rate futures contracts, and interest rate impose any significant burden on Reference Room, 100 F Street NE.,
swaps, as described above, are competition; and (iii) become operative Washington, DC 20549, on official
consistent with each Fund’s investment prior to 30 days from the date on which business days between the hours of
objective, and will further assist the it was filed, or such shorter time as the 10:00 a.m. and 3:00 p.m. Copies of such
Adviser to achieve each such Commission may designate, if filing will also be available for
investment objective. In addition, such consistent with the protection of inspection and copying at the principal
proposed changes are consistent with investors and the public interest, the office of the Exchange. All comments
the use of U.S. Treasury futures, other proposed rule change has become received will be posted without change;
interest rate futures contracts, and effective pursuant to section 19(b)(3)(A) the Commission does not edit personal
interest rate swaps permitted for shares of the Act and Rule 19b–4(f)(6)(iii) identifying information from
of other funds of the Trust previously thereunder. submissions. You should submit only
approved by the Commission for At any time within 60 days of the
Exchange listing and trading.14 Such information that you wish to make
filing of the proposed rule change, the available publicly. All submissions
changes would enhance the ability of Commission summarily may
the Funds to mitigate interest rate risk. should refer to File Number SR–
temporarily suspend such rule change if NYSEArca–2015–67 and should be
The Funds will invest only in futures it appears to the Commission that such
contracts that are traded on an exchange submitted on or before September 8,
action is necessary or appropriate in the 2015.
that is a member of the ISG or with public interest, for the protection of
which the Exchange has in place a investors, or otherwise in furtherance of For the Commission, by the Division of
comprehensive surveillance sharing Trading and Markets, pursuant to delegated
the purposes of the Act.
agreement. Swaps will be centrally authority.17
cleared. All derivatives held by the IV. Solicitation of Comments Brent J. Fields,
Funds will be collateralized. The Interested persons are invited to Secretary.
Adviser represents that the investment submit written data, views, and [FR Doc. 2015–20158 Filed 8–14–15; 8:45 am]
objective of each Fund has not changed. arguments concerning the foregoing, BILLING CODE 8011–01–P
Except for the changes noted above, all including whether the proposed rule
other representations made in the Prior change is consistent with the Act.
Release remain unchanged. The Funds Comments may be submitted by any of SECURITIES AND EXCHANGE
will continue to comply with all initial the following methods: COMMISSION
and continued listing requirements [Investment Company Act Release No.
under NYSE Arca Equities Rule 8.600. Electronic Comments
31745; 812–14495]
• Use the Commission’s Internet
B. Self-Regulatory Organization’s
comment form (http://www.sec.gov/ Victory NextShares Trust, et al.; Notice
Statement on Burden on Competition
rules/sro.shtml); or of Application
The Exchange does not believe that • Send an email to rule-comments@
the proposed rule change will impose sec.gov. Please include File Number SR– August 11, 2015.
Securities and Exchange
mstockstill on DSK4VPTVN1PROD with NOTICES
any burden on competition that is not NYSEArca–2015–67 on the subject line. AGENCY:
necessary or appropriate in furtherance Commission (‘‘Commission’’).
of the purpose of the Act. The Exchange Paper Comments ACTION: Notice of an application for an
believes the proposed rule change, in • Send paper comments in triplicate order under section 6(c) of the
permitting each Fund to utilize other to Secretary, Securities and Exchange Investment Company Act of 1940
(‘‘Act’’) for an exemption from sections
13 See note 8, supra. 15 15 U.S.C. 78s(b)(3)(A)(iii).
14 See note 8, supra. 16 17 CFR 240.19b–4(f)(6). 17 17 CFR 200.30–3(a)(12).
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![Federal Register / Vol. 80, No. 158 / Monday, August 17, 2015 / Notices 49285
transaction, including the consideration ‘‘Exchange’’) filed with the Securities SECURITIES AND EXCHANGE
to be paid or received, are reasonable and Exchange Commission (the COMMISSION
and fair and do not involve ‘‘Commission’’), pursuant to Section
[SEC File No. 270–101, OMB Control No.
overreaching on the part of any person 19(b)(1) 1 of the Securities Exchange Act 3235–0082]
concerned, and the proposed of 1934 (the ‘‘Act’’) 2 and Rule 19b–4
transaction is consistent with the thereunder,3 a proposed rule change to Proposed Collection; Comment
policies of the registered investment amend the Eighth Amended and Request
company and the general purposes of Restated Operating Agreement of the
the Act. Section 12(d)(1)(J) of the Act Upon Written Request Copies Available
Exchange to establish a Regulatory
provides that the Commission may From: Securities and Exchange
Oversight Committee as a Committee of Commission, Office of FOIA Services,
exempt any person, security, or the Board of Directors of the Exchange
transaction, or any class or classes of 100 F Street NE., Washington, DC
and make certain conforming 20549–2736.
persons, securities or transactions, from
amendments to Exchange Rules. The
any provision of section 12(d)(1) if the Extension: Form 11–K.
proposed rule change was published for
exemption is consistent with the public Notice is hereby given that, pursuant
interest and the protection of investors. comment in the Federal Register on
June 30, 2015.4 The Commission has to the Paperwork Reduction Act of 1995
7. Applicants submit that for the (44 U.S.C. 3501 et seq.), the Securities
reasons stated in the Reference Order: received no comment letters on the
proposed rule change. and Exchange Commission
(1) With respect to the relief requested (‘‘Commission’’) is soliciting comments
pursuant to section 6(c) of the Act, the Section 19(b)(2) of the Act 5 provides on the collection of information
relief is appropriate, in the public that, within 45 days of the publication summarized below. The Commission
interest and consistent with the of notice of the filing of a proposed rule plans to submit this existing collection
protection of investors and the purposes change, or within such longer period up of information to the Office of
fairly intended by the policy and to 90 days as the Commission may Management Budget for extension and
provisions of the Act; (2) with respect to designate if it finds such longer period approval.
the relief request pursuant to section to be appropriate and publishes its Form 11–K (17 CFR 249.311) is the
17(b) of the Act, the proposed reasons for so finding or as to which the annual report designed for use by
transactions are reasonable and fair and self-regulatory organization consents, employee stock purchase, savings and
do not involve overreaching on the part the Commission shall either approve the similar plans to comply with the
of any person concerned, are consistent proposed rule change, disapprove the reporting requirements under Section
with the policies of each registered proposed rule change, or institute 15(d) of the Securities and Exchange Act
investment company concerned and of 1934 (the ‘‘Exchange Act’’) (15 U.S.C.
proceedings to determine whether the
consistent with the general purposes of 78o(d)). Section 15(d) establishes a
proposed rule change should be
the Act; and (3) with respect to the relief periodic reporting obligation for every
requested pursuant to section 12(d)(1)(J) disapproved. The Commission is
extending this 45-day time period. The issuer of a class of securities registered
of the Act, the relief is consistent with under the Securities Act of 1933 (the
the public interest and the protection of Commission finds that it is appropriate
to designate a longer period within ‘‘Securities Act’’) (15 U.S.C. 77a et seq.).
investors. Form 11–K provides employees of an
which to take action on the proposed
By the Division of Investment
rule change so that it has sufficient time issuer with financial information so that
Management, pursuant to delegated they can assess the performance of the
authority. to consider the proposed rule change.
investment vehicle or stock plan. Form
Robert W. Errett Accordingly, the Commission, 11–K takes approximately 30 burden
Deputy Secretary. pursuant to Section 19(b)(2) of the Act,6 hours per response and is filed by 1,761
[FR Doc. 2015–20160 Filed 8–14–15; 8:45 am] designates September 28, 2015, as the respondents for total of 52,830 burden
BILLING CODE 8011–01–P date by which the Commission shall hours.
either approve or disapprove or institute Written comments are invited on: (a)
proceedings to determine whether to Whether this proposed collection of
SECURITIES AND EXCHANGE disapprove the proposed rule change information is necessary for the proper
COMMISSION (File Number SR–NYSE–2015–27). performance of the functions of the
agency, including whether the
[Release No. 34–75659; File No. SR–NYSE– For the Commission, by the Division of
2015–27]
information will have practical utility;
Trading and Markets, pursuant to delegated
(b) the accuracy of the agency’s estimate
authority.7
Self-Regulatory Organizations; New of the burden imposed by the collection
Brent J. Fields, of information; (c) ways to enhance the
York Stock Exchange LLC;
Designation of a Longer Period for Secretary. quality, utility, and clarity of the
Commission Action on a Proposed [FR Doc. 2015–20154 Filed 8–14–15; 8:45 am] information collected; and (d) ways to
Rule Change Amending the Eighth BILLING CODE 8011–01–P minimize the burden of the collections
Amended and Restated Operating of information on respondents,
Agreement of the Exchange To including through the use of automated
Establish a Regulatory Oversight collection techniques or other forms of
mstockstill on DSK4VPTVN1PROD with NOTICES
Committee as a Committee of the 1 15 U.S.C. 78s(b)(1). information technology. Consideration
Board of Directors of the Exchange 2 15 U.S.C. 78a. will be given to comments and
and Make Certain Conforming 3 17 CFR 240.19b–4. suggestions submitted in writing within
Amendments to Exchange Rules 4 See Securities Exchange Act Release No. 75288 60 days of this publication.
(June 24, 2015), 80 FR 37316. Please direct your written comments
August 11, 2015. 5 15 U.S.C. 78s(b)(2). to Pamela Dyson, Chief Information
On June 12, 2015, New York Stock 6 Id. Officer, Securities and Exchange
Exchange LLC (‘‘NYSE’’ or the 7 17 CFR 200.30–3(a)(31). Commission, c/o Remi Pavlik-Simon,
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Document Created: 2015-12-15 11:07:02
Document Modified: 2015-12-15 11:07:02
| 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 | Diane L. Titus, Paralegal Specialist, or Dalia Osman Blass, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 80 FR 49283 |
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