80 FR 50369 - Nile Capital Investment Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 160 (August 19, 2015)

Page Range		50369-50370
FR Document		2015-20419

Federal Register, Volume 80 Issue 160 (Wednesday, August 19, 2015)

[Federal Register Volume 80, Number 160 (Wednesday, August 19, 2015)]
[Notices]
[Pages 50369-50370]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-20419]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31760; 812-14500]


Nile Capital Investment Trust, et al.; Notice of Application

August 13, 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: Nile Capital Investment Trust (the ``Trust''), Nile Capital 
Management, LLC (the ``Manager'') and Northern Lights 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\
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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).

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Filing Date: The application was filed on June 29, 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: Nile Capital Investment Trust and Nile Capital Management, 
LLC, 116 Village Blvd., Suite #306, Princeton, NJ 08540, and Northern 
Lights Distributors, LLC, 17605 Wright St., Omaha, NB 68130.

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 is 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 two 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 limited liability company organized under the 
laws of Delaware, 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

[[Page 50370]]

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 Nebraska 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 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.
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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 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\
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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.
Brent J. Fields,
Secretary.
[FR Doc. 2015-20419 Filed 8-18-15; 8:45 am]
BILLING CODE 8011-01-P

50370 Federal Register / Vol. 80, No. 160 / Wednesday, August 19, 2015 / Notices

be, registered as an investment adviser 6. Section 6(c) of the Act provides that SECURITIES AND EXCHANGE
under the Investment Advisers Act of the Commission may exempt any COMMISSION
1940 (‘‘Advisers Act’’). The Adviser and person, security or transaction, or any
[Release No. 34–75693; File No. SR–BATS–
the Trust may retain one or more class of persons, securities or 2015–57]
subadvisers (each a ‘‘Subadviser’’) to transactions, from any provisions of the
manage the portfolios of the Funds. Any Act, if and to the extent that such Self-Regulatory Organizations; BATS
Subadviser will be registered, or not exemption is necessary or appropriate Exchange, Inc.; Notice of Filing of a
subject to registration, under the in the public interest and consistent Proposed Rule Change, as Modified by
Advisers Act. with the protection of investors and the Amendment No. 1 Thereto, To Adopt
3. The Distributor is a Nebraska New Rule 8.17 To Provide a Process
purposes fairly intended by the policy
limited liability company and a broker- for an Expedited Suspension
dealer registered under the Securities and provisions of the Act. Section 17(b)
of the Act authorizes the Commission to Proceeding and Rule 12.15 To Prohibit
Exchange Act of 1934 and will act as the Layering and Spoofing on BATS
principal underwriter of Shares of the exempt a proposed transaction from
section 17(a) of the Act if evidence Exchange, Inc.
Funds. Applicants request that the
requested relief apply to any distributor establishes that the terms of the August 13, 2015.
of Shares, whether affiliated or transaction, including the consideration Pursuant to section 19(b)(1) of the
unaffiliated with the Adviser (included to be paid or received, are reasonable Securities Exchange Act of 1934
in the term ‘‘Distributor’’). Any and fair and do not involve (‘‘Act’’),1 and Rule 19b–4 thereunder,2
Distributor will comply with the terms overreaching on the part of any person notice is hereby given that on July 30,
and conditions of the Order. concerned, and the proposed 2015, BATS Exchange, Inc. (the
Applicants’ Requested Exemptive Relief transaction is consistent with the ‘‘Exchange’’ or ‘‘BATS’’) filed with the
policies of the registered investment Securities and Exchange Commission
4. Applicants seek the requested company and the general purposes of (‘‘SEC’’ or ‘‘Commission’’) the proposed
Order under section 6(c) of the Act for the Act. Section 12(d)(1)(J) of the Act rule change as described in Items I and
an exemption from sections 2(a)(32), II below, which Items have been
provides that the Commission may
5(a)(1), 22(d) and 22(e) of the Act and prepared by the Exchange. On August
exempt any person, security, or
rule 22c–1 under the Act, under 11, 2015, the Exchange filed
sections 6(c) and 17(b) of the Act for an transaction, or any class or classes of
persons, securities or transactions, from Amendment No. 1 to the proposal.3 The
exemption from sections 17(a)(1) and Commission is publishing this notice to
17(a)(2) of the Act, and under section any provision of section 12(d)(1) if the
exemption is consistent with the public solicit comments on the proposed rule
12(d)(1)(J) of the Act for an exemption
interest and the protection of investors. change from interested persons.
from sections 12(d)(1)(A) and (B) of the
Act. The requested Order would permit 7. Applicants submit that for the I. Self-Regulatory Organization’s
applicants to offer exchange-traded reasons stated in the Reference Order: Statement of the Terms of Substance of
managed funds. Because the relief (1) With respect to the relief requested the Proposed Rule Change
requested is the same as the relief pursuant to section 6(c) of the Act, the The Exchange is proposing to adopt a
granted by the Commission under the relief is appropriate, in the public new rule to clearly prohibit layering and
Reference Order and because the interest and consistent with the spoofing activity on the Exchange, as
Adviser has entered into, or anticipates protection of investors and the purposes further described below. Further, the
entering into, a licensing agreement Exchange proposes to amend Exchange
fairly intended by the policy and
with Eaton Vance Management, or an Rules to permit the Exchange to take
provisions of the Act; (2) with respect to
affiliate thereof in order to offer prompt action to suspend Members or
exchange-traded managed funds,2 the the relief request pursuant to section
17(b) of the Act, the proposed their clients that violate such rule.
Order would incorporate by reference The text of the proposed rule change
the terms and conditions of the transactions are reasonable and fair and
do not involve overreaching on the part is available at the Exchange’s Web site
Reference Order.
of any person concerned, are consistent at www.batstrading.com, at the
5. Applicants request that the Order
apply to the Initial Funds and to any with the policies of each registered principal office of the Exchange, and at
other existing or future open-end investment company concerned and the Commission’s Public Reference
management investment company or consistent with the general purposes of Room.
series thereof that: (a) Is advised by the the Act; and (3) with respect to the relief II. Self-Regulatory Organization’s
Adviser or any entity controlling, requested pursuant to section 12(d)(1)(J) Statement of the Purpose of, and
controlled by, or under common control of the Act, the relief is consistent with Statutory Basis for, the Proposed Rule
with the Adviser (any such entity the public interest and the protection of Change
included in the term ‘‘Adviser’’); and (b) investors. In its filing with the Commission, the
operates as an exchange-traded managed Exchange included statements
By the Division of Investment
fund as described in the Reference concerning the purpose of and basis for
Management, pursuant to delegated
Order; and (c) complies with the terms the proposed rule change and discussed
authority.
and conditions of the Order and of the any comments it received on the
Reference Order, which is incorporated Brent J. Fields,
Secretary.
proposed rule change. The text of these
by reference herein (each such company statements may be examined at the
tkelley on DSK3SPTVN1PROD with NOTICES

or series and Initial Fund, a ‘‘Fund’’).3 [FR Doc. 2015–20419 Filed 8–18–15; 8:45 am]
places specified in Item IV below. The
BILLING CODE 8011–01–P
2 Eaton Vance Management has obtained patents
Exchange has prepared summaries, set
with respect to certain aspects of the Funds’ method
1 15 U.S.C. 78s(b)(1).
of operation as exchange-traded managed funds.
3 All entities that currently intend to rely on the with the terms and conditions of the Order and of 2 17 CFR 240.19b–4.
Order are named as applicants. Any other entity the Reference Order, which is incorporated by 3 Amendment No. 1 amended and replaced the

that relies on the Order in the future will comply reference herein. original proposal in its entirety.

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Document Created: 2015-12-15 11:59:14
Document Modified: 2015-12-15 11:59:14

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 June 29, 2015.
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 50369