RegAlert2017-12-21
Added · Updated
SEC Division of Trading and Markets no-action letter: Calvert Management Series
The SEC Staff will not recommend enforcement action against broker-dealers executing creation or redemption transactions for the Calvert Ultra-Short Income NextShares Fund under Rules 15c1-5 and 15c1-6 without disclosing control relationships or participation in distributions. This relief applies specifically to the composite nature of the fund's shares and the small proportionate share of any portfolio position, but does not extend to secondary market transactions. The no-action position is strictly limited to the circumstances described in the request and is subject to modification or revocation.
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DIVISION OF
TRADING AND MARKETS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
December 21, 2017
Maureen A. Gemma
Vice President
Calvert Research and Management
Two International Place
Boston, MA 02110
Re: Request for Exemptive, Interpretive or No-Action Relief regarding Rules 15c1-5 and 15c1-6 promulgated under the Securities Exchange Act of 1934 for Calvert Management Series Dear Ms. Gemma:
In your letter dated December 21, 2017, Calvert Management Series, a Massachusetts business trust (the "Trust"), requested exemptive, interpretive or no-action relief on behalf of itself, broker-dealers that execute creation or redemption transactions in Shares, and its series, the Calvert Ultra-Short Income NextShares (the "NextShares Fund"). Specifically, the letter requested that the Securities and Exchange Commission (the "Commission") grant exemptive, interpretive or no-action relief from Rules 15c1-5 and 15c1-6 of the Securities Exchange Act of 1934 (the "Exchange Act"). This letter responds to your request. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. In your letter, you represented that the NextShares Fund will issue and redeem Shares in Creation Units. Subject to certain exceptions described in your letter, Creation Units of the NextShares Fund will be purchased by making a deposit of the instruments specified by the NextShares Fund for making a purchase ("Deposit Instruments"), and shareholders redeeming Creation Units will receive a transfer of instruments specified by the NextShares Fund for meeting a redemption ("Redemption Instruments"). On any given business day, the names and quantities of the instruments that constitute the Deposit Instruments and the names and quantities of the instruments that constitute the Redemption Instruments are expected to be identical and are referred to herein as the "Basket." Deposit Instruments and Redemption Instruments may include cash, securities and/or other transferable investment assets. To the extent there is a difference between the net asset value ("NAV") of a Creation Unit and the aggregate market
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