80 FR 50354 - Ivy NextShares, et al.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 160 (August 19, 2015)
Federal Register Volume 80, Issue 160 (August 19, 2015)
| Page Range | 50354-50356 | |
| FR Document | 2015-20411 |
[Federal Register Volume 80, Number 160 (Wednesday, August 19, 2015)] [Notices] [Pages 50354-50356] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-20411] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31757; 812-14516] Ivy NextShares, et al.; Notice of Application August 13, 2015. AGENCY: Securities and Exchange 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: Ivy NextShares (the ``Trust''), Ivy Investment Management Company (the ``Manager'') and Ivy Funds Distributor, Inc. (the ``Distributor''). [[Page 50355]] SUMMARY: 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 Dates: The application was filed on July 21, 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: 6300 Lamar Avenue Overland Park, Kansas 66202. 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 business trust organized under the laws of Delaware. Applicants seek relief with respect to three 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 Florida 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 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 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\ --------------------------------------------------------------------------- \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 [[Page 50356]] 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. 2015-20411 Filed 8-18-15; 8:45 am] BILLING CODE 8011-01-P
![50354 Federal Register / Vol. 80, No. 160 / Wednesday, August 19, 2015 / Notices
79A.20 approvals would not be consistent with the protection of with respect to the proposed rule
inconsistent with the public interest and investors and the public interest, the change that are filed with the
the protection of investors because other proposed rule change has become Commission, and all written
safeguards will remain in place to effective pursuant to section 19(b)(3)(A) communications relating to the
ensure that DMMs maintain appropriate of the Act and Rule 19b–4(f)(6)(iii) proposed rule change between the
price continuity and depth and do not thereunder. Commission and any person, other than
transact at unduly wide price variations, A proposed rule change filed under those that may be withheld from the
thereby establishing substantially the Rule 19b–4(f)(6) 30 normally does not public in accordance with the
same result. As noted above, pursuant to become operative prior to 30 days after provisions of 5 U.S.C. 552, will be
Rule 123D—Equities, Floor Officials the date of the filing. However, pursuant available for Web site viewing and
would remain involved in supervising to Rule 19b–4(f)(6)(iii),31 the printing in the Commission’s Public
when the open would occur at a price Commission may designate a shorter Reference Room, 100 F Street NE.,
significantly away from the last sale, time if such action is consistent with the Washington, DC 20549, on official
which is when the majority of Rule protection of investors and the public business days between the hours of
79A.20 approvals currently occur, and interest. 10:00 a.m. and 3:00 p.m. Copies of such
DMM trading will also remain subject to At any time within 60 days of the filing also will be available for
Exchange rules, including the obligation filing of such proposed rule change, the inspection and copying at the principal
to maintain a fair and orderly market Commission summarily may office of the Exchange. All comments
under Rule 104—Equities. temporarily suspend such rule change if received will be posted without change;
The Exchange further believes that it appears to the Commission that such the Commission does not edit personal
deleting corresponding references to action is necessary or appropriate in the identifying information from
Rule 79A.20 in other rules would public interest, for the protection of submissions. You should submit only
remove impediments to and perfects the investors, or otherwise in furtherance of information that you wish to make
mechanism of a free and open market by the purposes of the Act. If the available publicly. All submissions
reducing potential confusion and Commission takes such action, the should refer to File Number SR–
adding transparency and clarity to the Commission shall institute proceedings NYSEMKT–2015–58 and should be
Exchange’s rules, thereby ensuring that under section 19(b)(2)(B) 32 of the Act to submitted on or before September 9,
members, regulators and the public can determine whether the proposed rule 2015.
more easily navigate and understand the change should be approved or For the Commission, by the Division of
Exchange’s rulebook. disapproved. Trading and Markets, pursuant to delegated
B. Self-Regulatory Organization’s IV. Solicitation of Comments authority.33
Statement on Burden on Competition Brent J. Fields,
Interested persons are invited to
submit written data, views, and Secretary.
The Exchange does not believe that
the proposed rule change will impose arguments concerning the foregoing, [FR Doc. 2015–20415 Filed 8–18–15; 8:45 am]
any burden on competition that is not including whether the proposed rule BILLING CODE 8011–01–P
necessary or appropriate in furtherance change is consistent with the Act.
of the purposes of the Act. The Comments may be submitted by any of
proposed rule change is not intended to the following methods: SECURITIES AND EXCHANGE
address competitive issues but rather to COMMISSION
Electronic Comments
eliminate redundant approvals of [Investment Company Act Release No.
manual trades on its trading Floor. • Use the Commission’s Internet 31757; 812–14516]
comment form (http://www.sec.gov/
C. Self-Regulatory Organization’s rules/sro.shtml); or Ivy NextShares, et al.; Notice of
Statement on Comments on the • Send an email to rule-comments@ Application
Proposed Rule Change Received From sec.gov. Please include File Number SR–
Members, Participants, or Others NYSEMKT–2015–58 on the subject line. August 13, 2015.
No written comments were solicited AGENCY: Securities and Exchange
Paper Comments Commission.
or received with respect to the proposed
rule change. • Send paper comments in triplicate ACTION: Notice of an application for an
to Secretary, Securities and Exchange order under section 6(c) of the
III. Date of Effectiveness of the Commission, 100 F Street NE., Investment Company Act of 1940
Proposed Rule Change and Timing for Washington, DC 20549–1090. (‘‘Act’’) for an exemption from sections
Commission Action All submissions should refer to File 2(a)(32), 5(a)(1), 22(d) and 22(e) of the
The Exchange has filed the proposed Number SR–NYSEMKT–2015–58. This Act and rule 22c–1 under the Act, under
rule change pursuant to section file number should be included on the sections 6(c) and 17(b) of the Act for an
19(b)(3)(A)(iii) of the Act 28 and Rule subject line if email is used. To help the exemption from sections 17(a)(1) and
19b–4(f)(6) thereunder.29 Because the Commission process and review your (a)(2) of the Act, and under section
proposed rule change does not: (i) comments more efficiently, please use 12(d)(1)(J) of the Act for an exemption
Significantly affect the protection of only one method. The Commission will from sections 12(d)(1)(A) and (B) of the
investors or the public interest; (ii) post all comments on the Commission’s Act.
impose any significant burden on Internet Web site (http://www.sec.gov/
tkelley on DSK3SPTVN1PROD with NOTICES
competition; and (iii) become operative rules/sro.shtml). Copies of the APPLICANTS: Ivy NextShares (the
prior to 30 days from the date on which submission, all subsequent ‘‘Trust’’), Ivy Investment Management
it was filed, or such shorter time as the amendments, all written statements Company (the ‘‘Manager’’) and Ivy
Commission may designate, if Funds Distributor, Inc. (the
30 17 CFR 240.19b–4(f)(6). ‘‘Distributor’’).
28 15 U.S.C. 78s(b)(3)(A)(iii). 31 17 CFR 240.19b–4(f)(6)(iii).
29 17 CFR 240.19b–4(f)(6). 32 15 U.S.C. 78s(b)(2)(B). 33 17 CFR 200.30–3(a)(12).
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![50356 Federal Register / Vol. 80, No. 160 / Wednesday, August 19, 2015 / Notices
exemption is consistent with the public FILING DATES: The application was filed 1940 and serves as investment adviser
interest and the protection of investors. on August 22, 2014, and amended on to the Master Fund. Foreside Fund
7. Applicants submit that for the January 9, 2015, and June 26, 2015. Services, LLC, a registered broker-dealer
reasons stated in the Reference Order: HEARING OR NOTIFICATION OF HEARING: An under the Securities Exchange Act of
(1) With respect to the relief requested order granting the requested relief will 1934 (‘‘1934 Act’’), currently acts as
pursuant to section 6(c) of the Act, the be issued unless the Commission orders Distributor (as defined below) for the
relief is appropriate, in the public a hearing. Interested persons may Units 2 of the Fund. Any future
interest and consistent with the request a hearing by writing to the placement agent or distributor/principal
protection of investors and the purposes Commission’s Secretary and serving underwriter of the Fund (the
fairly intended by the policy and applicants with a copy of the request, ‘‘Distributor’’) will be unaffiliated with
provisions of the Act; (2) with respect to personally or by mail. Hearing requests the Adviser.
the relief request pursuant to section should be received by the Commission 2. The Fund continuously offers Units
17(b) of the Act, the proposed by 5:30 p.m. on September 8, 2015, and in private placements in reliance on the
transactions are reasonable and fair and should be accompanied by proof of provisions of Regulation D under the
do not involve overreaching on the part service on applicants, in the form of an Securities Act of 1933, as amended
of any person concerned, are consistent affidavit or, for lawyers, a certificate of (‘‘Securities Act’’).3 Concurrent with
with the policies of each registered service. Pursuant to rule 0–5 under the this application for exemptive relief, the
investment company concerned and Act, hearing requests should state the Fund is planning to publicly offer its
consistent with the general purposes of nature of the writer’s interest, any facts Units. Units of the Fund will not be
the Act; and (3) with respect to the relief listed on any national securities
bearing upon the desirability of a
requested pursuant to section 12(d)(1)(J) exchange and do not trade on an over-
hearing on the matter, the reason for the
the-counter system such as NASDAQ.
of the Act, the relief is consistent with request, and the issues contested.
Applicants do not currently expect that
the public interest and the protection of Persons who wish to be notified of a
a substantial and regular secondary
investors. hearing may request notification by
market for the Units will develop.
By the Division of Investment writing to the Commission’s Secretary. 3. The Fund currently issues a single
Management, pursuant to delegated ADDRESSES: Secretary, U.S. Securities class of Units (the ‘‘Initial Class’’) at net
authority. and Exchange Commission, 100 F Street asset value per Unit. The Initial Class is
Brent J. Fields, NE., Washington, DC 20549–1090; not currently subject to any distribution
Secretary. Applicants, 201 East Fifth Street, Suite and/or service fees. Units that are not
[FR Doc. 2015–20411 Filed 8–18–15; 8:45 am] 1600, Cincinnati, OH 45202. subject to a sales load or distribution
BILLING CODE 8011–01–P FOR FURTHER INFORMATION CONTACT: and/or service fees when purchased will
Christine Y. Greenlees, Senior Counsel, not subsequently be subject to a sales
at (202) 551–6879 or David P. Bartels, load or distribution and/or service fees.
SECURITIES AND EXCHANGE Branch Chief, at (202) 551–6821 Investors who subscribe for Units and
COMMISSION (Division of Investment Management, are admitted to the Fund become
Chief Counsel’s Office). members (‘‘Members’’) of the Fund. If
[Investment Company Act Release No. SUPPLEMENTARY INFORMATION: The the requested relief is granted, the Fund
31758; 812–14352] following is a summary of the intends to redesignate its Initial Class as
application. The complete application ‘‘Class I.’’ Additionally, if the requested
FEG Absolute Access TEI Fund LLC may be obtained via the Commission’s relief is granted, the Fund currently
and FEG Investors, LLC; Notice of Web site by searching for the file intends to continuously offer at least
Application number, or for an applicant using the two additional classes of Units, ‘‘Class
Company name box, at http:// II’’ and ‘‘Class III,’’ with each class
August 13, 2015.
www.sec.gov/search/search.htm or by having its own fee and expense
AGENCY:Securities and Exchange structure. For Class III Units, sales of the
calling (202) 551–8090.
Commission (‘‘Commission’’). Units will be subject to a front-end sales
ACTION: Notice of an application under Applicants’ Representations load based on the offering price of the
section 6(c) of the Investment Company 1. The Fund and the Master Fund are Units (i.e., net asset value) for the
Act of 1940 (the ‘‘Act’’) for an non-diversified closed-end management Distributor’s services in conjunction
exemption from sections 18(c) and 18(i) investment companies registered under with the sale of Units and/or the
of the Act and for an order pursuant to the Act and organized as Delaware services provided to Members (the
section 17(d) of the Act and rule 17d– limited liability companies.1 The ‘‘Distribution Fee’’). Any waiver of,
1 under the Act. Adviser, a Delaware limited liability scheduled variation in, or elimination of
company, is registered with the a Distribution Fee will comply with the
SUMMARY OF APPLICATION: Applicants Commission as an investment adviser requirements of rule 22d–1 under the
request an order to permit certain under the Investment Advisers Act of Act as if that rule applied to closed-end
registered closed-end management management investment companies.
investment companies to issue multiple 1 The Fund currently serves as the sole feeder Each class may (but would not
fund in a master-feeder structure operating in necessarily) be subject to asset-based
classes of limited liability company accordance with section 12(d)(1)(E) of the Act and
units (‘‘Units’’) with sales loads and/or invests substantially all of its assets in the Master
distribution and/or service fees. Each
asset-based distribution and/or service Fund through a Cayman Islands limited duration
tkelley on DSK3SPTVN1PROD with NOTICES
2 ‘‘Units’’ includes any other equivalent
fees and contingent deferred sales loads company (the ‘‘Offshore Fund’’). Applicants state
that, consistent with section 12(d)(1)(E) of the 1940 designation of a proportionate ownership interest of
(‘‘CDSCs’’). Act, the Fund holds no investment security other the Fund (or any other registered closed-end
APPLICANTS:FEG Absolute Access TEI than the securities of the Master Fund. If the management investment company relying on the
requested relief is granted, the Offshore Fund will requested order).
Fund LLC (the ‘‘Fund’’), FEG Absolute be dissolved and the Fund will invest directly in 3 Units of the Fund are only sold to ‘‘accredited
Access Fund LLC (the ‘‘Master Fund’’), the Master Fund in compliance with section investors,’’ as defined in Regulation D under the
and FEG Investors, LLC (the ‘‘Adviser’’). 12(d)(1)(E) of the 1940 Act. Securities Act.
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Document Created: 2015-12-15 11:58:59
Document Modified: 2015-12-15 11:58:59
| 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 50354 |
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