Federal Register / Vol. 80, No. 48 / Thursday, March 12, 2015 / Notices 13055 

9 15 U.S.C. 78s(b)(3)(A)(iii). 

10 17 CFR 240.19b–4(f)(6). 

11 17 CFR 240.19b–4(f)(6). 

12 17 CFR 240.19b–4(f)(6)(iii). 13 15 U.S.C. 78s(b)(2)(B). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Securities Exchange Act Release No. 34–74084 

(Jan. 16, 2015), 80 FR 3691 (January 23, 2015) (File 

No. SR–ICC–2015–002). 

process and potentially generate 

additional investor interest in trading 

securities. The extension of the pilot 

period will allow the Commission and 

the Exchange to continue to monitor the 

Program for its potential effects on 

public price discovery, and on the 

broader market structure. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change simply extends an 

established pilot program for an 

additional six months, thus allowing the 

Retail Liquidity Program to enhance 

competition for retail order flow and 

contribute to the public price discovery 

process. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 9 and Rule 

19b–4(f)(6) thereunder.10 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

A proposed rule change filed under 

Rule 19b–4(f)(6) 11 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b4(f)(6)(iii),12 the Commission 

may designate a shorter time if such 

action is consistent with the protection 

of investors and the public interest. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 13 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSE–2015–10 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2015–10. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

offices of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2015–10, and should be submitted on or 

before April 2, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–05606 Filed 3–11–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 74456; File No. SR–ICC–2015– 

002] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Order Approving 

Proposed Rule Change To Revise the 

ICC Treasury Operations Policies and 

Procedures 

March 6, 2015. 

I. Introduction 

On January 6, 2015 ICE Clear Credit 

LLC (‘‘ICC’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change SR–ICC–2015–002 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 23, 

2015.3 The Commission did not receive 

any comments. For the reasons 

discussed below, the Commission is 

approving the proposed rule change. 

II. Description of the Proposed Rule 

Change 

ICC has proposed revising its 

Treasury Operations Policies and 

Procedures to provide for the use of a 

Federal Reserve Account, to provide for 

the use of a committed repurchase 

(‘‘repo’’) facility and to provide for USD 

and Euro investment guidelines for use 

by outside investment managers. 

ICC has stated that it has applied for 

a Federal Reserve Account to hold both 

USD cash and US Treasuries and that, 

in its application, it requested separate 

accounts for house origin funds and 

customer origin funds. ICC has 

represented that, if it is approved for a 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
13056 Federal Register / Vol. 80, No. 48 / Thursday, March 12, 2015 / Notices 

4 15 U.S.C. 78s(b)(2)(C). 

5 15 U.S.C. 78q–1(b)(3)(F). 

6 15 U.S.C. 78q–1. 

7 17 CFR 240.17Ad–22. 

8 15 U.S.C. 78q–1(b)(3)(F). 

9 17 CFR 240.17Ad–22(d)(3). 

10 15 U.S.C. 78q–1. 

11 15 U.S.C. 78s(b)(2). 

12 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

single account origin, it will utilize the 

Federal Reserve Accounts to hold house 

collateral, and customer collateral will 

continue to be held in commercial 

banks. ICC has represented that, if it is 

approved for an additional account 

origin, it will utilize the second origin 

to hold customer collateral at the 

Federal Reserve. 

ICC proposes to use the Federal 

Reserve Account(s) as a depository 

account, in which cash will be 

consolidated on a daily basis and held 

overnight. ICC will continue using its 

commercial bank accounts for Clearing 

Participant money movements, and the 

net excess/deficit will be deposited to/ 

withdrawn from the Federal Reserve 

cash Account as necessary. ICC 

proposes to use a Federal Reserve 

securities Account as a custody account 

to hold US Treasuries deposited by 

Clearing Participants with ICC’s 

commercial banks. 

Additionally, ICC has proposed 

revising its Treasury Operations Policies 

and Procedures to provide for use of a 

committed repo facility. ICC represents 

that it has established a committed repo 

facility that will allow ICC to consider 

US Treasury securities deposited at ICC 

as an additional qualifying liquidity 

resource, and the facility can be used to 

convert US Treasuries into cash when 

the sale of pledged securities needed for 

liquidity cannot be settled on a timely 

or same-day basis. Specifically, ICC 

represents that the facility is to be used 

to generate temporary liquidity through 

the sale and agreement to repurchase 

securities pledged by ICC Clearing 

Participants to satisfy their Initial 

Margin and Guaranty Fund 

requirements. According to ICC, the 

facility will include counterparties that 

are banks and/or broker dealers (which 

may include ICC Clearing Participants 

and/or their affiliates) that each provide 

a committed repo line to ICC, and 

committed repo will be subject to a 

haircut which will be the greater of 5% 

or the haircut that central banks employ 

for repo transactions using the same or 

similar purchased securities. 

Under ICC’s proposal, the committed 

repo facility can be used on an open or 

overnight basis. The open repo will be 

closed as soon as the ICC Treasury 

Department (‘‘ICC Treasury’’) can 

facilitate the sale and settlement of the 

securities involved in the repo 

transaction. USD repo will be settled 

delivery versus payment (‘‘DVP’’) on a 

bilateral basis. In order to initiate a 

committed repo transaction, ICC 

Treasury can send an email to the 

counterparty with a list of the securities 

that will be delivered. The counterparty 

will reply confirming the trade and 

providing the ‘‘purchase amount’’ of the 

repo transaction. The purchase amount 

will be equal to the mark-to-market 

(‘‘MTM’’) of the securities less the 

haircut. The repo details will then be 

sent to ICC’s custodian for settlement. 

ICC Treasury will monitor bank activity 

to ensure settlement is complete. Once 

ICC Treasury has arranged for the 

ultimate sale of the securities involved 

in the repo transaction, it will close-out 

the repo transaction(s). 

Finally, ICC has proposed revising its 

Treasury Operations Policies and 

Procedures to provide for the 

engagement of outside investment 

managers to invest guaranty fund and 

margin cash pursuant to ICC’s USD and 

Euro investment guidelines. ICC has 

proposed extending its current 

investment guidelines set forth in in the 

ICC Treasury Operations Policies and 

Procedures to apply to outside 

investment managers. ICC represents 

that its cash investment guidelines for 

USD and Euro cash provide for the 

investment of cash in overnight reverse 

repo with high quality sovereign debt as 

collateral. Under ICC’s proposal, if the 

investment manager cannot place 100% 

of the allocated cash in overnight 

reverse repo, the investment guidelines 

permit the investment manager to make 

backup investments in term reverse repo 

and direct investment in high quality 

sovereign debt. With respect to Euro 

cash, ICC proposes that investment in 

reverse repo transactions and non-US 

sovereign debt will be utilized only with 

respect to house origin cash, and shall 

not be utilized with respect to customer 

origin cash pursuant to Commodity 

Futures Trading Commission 

regulations. ICC’s proposed USD 

investment guidelines provide for use 

by outside investment managers with 

respect to USD cash that is not 

otherwise invested pursuant to the ICC 

Treasury Operations Policies and 

Procedures. ICC represents that these 

revisions to the Treasury Operations 

Policies and Procedures do not require 

any operational changes. 

III. Discussion and Commission 

Findings 

Section 19(b)(2)(C) of the Act 4 directs 

the Commission to approve a proposed 

rule change of a self-regulatory 

organization if the Commission finds 

that such proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to such selfregulatory organization. Section 

17A(b)(3)(F) of the Act 5 requires, among 

other things, that the rules of a clearing 

agency are designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivative 

agreements, contracts, and transactions, 

to assure the safeguarding of securities 

and funds which are in the custody or 

control of the clearing agency or for 

which it is responsible and, in general, 

to protect investors and the public 

interest. 

The Commission finds that ICC’s 

proposed revisions to its Treasury 

Operations Policies & Procedures is 

consistent with the requirements of 

Section 17A of the Act 6 and regulations 

thereunder applicable to it, including 

the standards under Rule 17Ad–22.7

The proposed rule change is designed to 

facilitate use of Federal Reserve 

accounts, authorize an additional 

liquidity resource and authorize use of 

an outside investment manager to invest 

guaranty fund and margin cash pursuant 

to ICC’s investment guidelines. The 

Commission believes that the proposal 

is designed to promote the prompt and 

accurate clearance and settlement of 

securities transactions and derivative 

agreements, contracts and transactions 

cleared by ICC, assure the safeguarding 

of securities and funds which are in the 

custody or control of the clearing agency 

or for which it is responsible and, in 

general, to protect investors and the 

public interest, consistent with Section 

17A(b)(3)(F) of the Act.8 Further, the 

Commission believes that the proposal 

is reasonably designed to enhance ICC’s 

ability to hold assets in a manner that 

minimizes risk of loss or of delay in its 

access to them and invest assets with 

minimal credit, market and liquidity 

risks, consistent with Rule 17Ad– 

22(d)(3).9

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposal is 

consistent with the requirements of the 

Act and in particular with the 

requirements of Section 17A of the 

Act 10 and the rules and regulations 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,11 that the 

proposed rule change (SR–ICC–2015– 

002) be, and hereby is, approved.12


asabaliauskas on DSK5VPTVN1PROD with NOTICES
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 


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