Federal Register / Vol. 80, No. 48 / Thursday, March 12, 2015 / Notices 13057 

13 17 CFR 200.30–3(a)(12). 

1Eaton Vance Management, et al., Investment 

Company Act Rel. Nos. 31333 (Nov. 6, 2014) 

(notice) and 31361 (Dec. 2, 2014) (order). 

2Eaton Vance Management has obtained patents 

with respect to certain aspects of the Funds’ method 

of operation as exchange-traded managed funds. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–05608 Filed 3–11–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31498; 812–14417] 

American Beacon NextShares Trust, et 

al.; Notice of Application 

March 6, 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: American Beacon 

NextShares Trust (the ‘‘Trust’’), 

American Beacon Advisors, Inc. (the 

‘‘Manager’’) and Foreside Fund 

Services, 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

Filing Dates: The application was 

filed on January 15, 2015, and amended 

on February 23, 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 March 31, 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: American Beacon 

NextShares Trust and American Beacon 

Advisors, Inc., 220 East Las Colinas 

Blvd., Suite 1200, Irving, TX 75039, and 

Foreside Fund Services, LLC, Three 

Canal Plaza, Suite 100, Portland, ME 

04101. 

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 

business trust organized under the laws 

of Massachusetts. Applicants seek relief 

with respect to five 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 Delaware 

limited liability company and a brokerdealer 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. 

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 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
13058 Federal Register / Vol. 80, No. 48 / Thursday, March 12, 2015 / Notices 

3All 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. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. OCC also filed proposals in 

this proposed rule change as an advance notice 

under Section 806(e)(1) of the Payment, Clearing, 

and Settlement Supervision Act of 2010 (‘‘Payment, 

Clearing and Settlement Supervision Act’’). 12 

U.S.C. 5465(e)(1). On February 26, 2015, the 

Commission issued a notice of no objection to the 

advance notice filing. See Exchange Act Release No. 

74387 (February 26, 2015) (SR–OCC–2014–813). 

3Securities Exchange Act Release No. 74136 

(January 26, 2015), 80 FR 5171 (January 30, 2015) 

(SR–OCC–2015–02). As the Commission noted in 

the notice of filing of the proposed rule change, 

OCC stated that the purpose of this proposal is, in 

part, to facilitate compliance with proposed 

Commission rules and address Principle 15 of the 

Principles for Financial Market Infrastructures 

(‘‘PFMIs’’). The proposed Commission rules are 

pending. See Securities Exchange Act Release No. 

71699 (March 12, 2014), 79 FR 29508 (May 22, 

2014) (S7–03–14). Therefore, the Commission has 

evaluated this proposed rule change under the Act 

and the rules currently in force thereunder. See 

Securities Exchange Act Release No. 74136 (January 

26, 2015), 80 FR 5171 (January 30, 2015) (SR–OCC– 

2015–02). 

4See Letter from Eric Swanson, General Counsel 

& Secretary, BATS Global Markets, Inc., (February 

19, 2015) (‘‘BATS Letter I’’); Letter from Tony 

McCormick, Chief Executive Officer, BOX Options 

Exchange, (February 19, 2015) (‘‘BOX Letter I’’); 

Letter from Howard L. Kramer on behalf of 

Belvedere Trading, CTC Trading Group, IMC 

Financial Markets, Integral Derivatives, 

Susquehanna Investment Group, and Wolverine 

Trading, (February 20, 2015) (‘‘MM Letter’’); Letter 

from Ellen Greene, Managing Director, Financial 

Services Operations, SIFMA, (February 20, 2015) 

(‘‘SIFMA Letter’’); Letter from James E. Brown, 

General Counsel, OCC, (February 23, 2015) 

(responding to BATS Letter and BOX Letter) (‘‘OCC 

Letter I’’); Letter from James E. Brown, General 

Counsel, OCC, (February 23, 2015) (responding to 

MM Letter) (‘‘OCC Letter II’’); Letter from Barbara 

J. Comly, Executive Vice President, General Counsel 

& Corporate Secretary, Miami International 

Securities Exchange, LLC (February 24, 2015) 

(‘‘MIAX Letter I’’); Letter from James E. Brown, 

General Counsel, OCC, (February 24, 2015) 

(responding to SIFMA Letter) (‘‘OCC Letter III’’); 

Letter from John A. McCarthy, General Counsel, 

KCG Holdings, Inc., (February 26, 2015) (‘‘KCG 

Letter I’’); Letter from Eric Swanson, General 

Counsel and Secretary, BATS Global Markets, Inc., 

(February 27, 2015) (‘‘BATS Letter II’’); Letter from 

John A. McCarthy, General Counsel, KCG Holdings, 

Inc., (February 27, 2015) (‘‘KCG Letter II’’); Letter 

from Richard J. McDonald, Chief Regulatory 

Counsel, Susquehanna International Group, LLP, 

(February 27, 2015), (‘‘SIG Letter I’’); Letter from 

Barbara J. Comly, Executive Vice President, General 

Counsel & Corporate Secretary, Miami International 

Securities Exchange, LLC (March 1, 2015) (‘‘MIAX 

Letter II’’); Letter from James E. Brown, General 

Counsel, OCC, (March 2, 2015) (‘‘OCC Letter IV’’); 

Letter from Eric Swanson, General Counsel and 

Secretary, BATS Global Markets, Inc. (March 3, 

2015)(‘‘BATS Letter III’’); and Letter from Tony 

McCormick, Chief Executive Officer, BOX Options 

Exchange, (March 3, 2015) (‘‘BOX Letter II’’); Letter 

from Brian Sopinsky, General Counsel, 

Susquehanna International Group, LLP, (March 4, 

2015) (‘‘SIG Letter II’’). Since the proposal was filed 

as both an advance notice and proposed rule 

change, the Commission considered all comments 

received on the proposal, regardless of whether the 

comments were submitted to the proposed rule 

change or advance notice. See comments on the 

advance notice (File No. SR–OCC–2014–813), 

http://www.sec.gov/comments/sr-occ-2014-813/

occ2014813.shtml and comments on the proposed 

rule change (File No. SR–OCC–2015–02), http://

www.sec.gov/comments/sr-occ-2015-02/

occ201502.shtml. In its evaluation of the proposed 

rule change, the Commission assessed whether the 

proposal was consistent with the requirements of 

the Act and the applicable rules and regulations 

thereunder. 

with the Manager (any such entity 

included in the term ‘‘Manager’’); (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

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. 2015–05596 Filed 3–11–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74452; File No. SR–OCC– 

2015–02] 

Self-Regulatory Organizations; The 

Options Clearing Corporation; Order 

Approving Proposed Rule Change 

Concerning a Proposed Capital Plan 

for Raising Additional Capital That 

Would Support The Options Clearing 

Corporation’s Function as a 

Systemically Important Financial 

Market Utility 

March 6, 2015. 

On January 14, 2015, The Options 

Clearing Corporation (‘‘OCC’’) filed with 

the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change SR–OCC–2015–02 

pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder.2

The proposed rule change was 

published for comment in the Federal 

Register on January 30, 2015.3 The 

Commission received seventeen 

comment letters on OCC’s proposal from 

OCC and seven other commenters or 

groups.4 This order approves the 

proposed rule change. 

I. Description 

OCC is amending its By-Laws and 

other governing documents, and 

adopting certain policies, for the 

purpose of implementing a plan for 

raising additional capital (‘‘Capital 

Plan’’) under which the options 

exchanges that own equity in OCC 

(‘‘Stockholder Exchanges’’ or 

‘‘Stockholders’’) will make an additional 

capital contribution and commit to 

replenishment capital (‘‘Replenishment 

Capital’’) in circumstances discussed 

below, and will receive, among other 

things, the right to receive dividends 

from OCC. In addition to the new 

capital contribution and Replenishment 

Capital commitment, the main features 

of the Capital Plan include: (i) A policy 

establishing OCC’s clearing fees at a 

level that would be sufficient to cover 

OCC’s estimated operating expenses 


asabaliauskas on DSK5VPTVN1PROD with NOTICES