Subject to certain conditions, the SEC Division of Corporation Finance granted an exemption from requirements under Securities Exchange Act Rule 14e-5 to an investment company. The exemption permits (i) any broker-dealer, acting as a dealer manager of a tender offer for a security in which any of the NextShares Funds invests, to redeem shares in "creation unit" size aggregations for a redemption "basket" that may include a subject security or related security as defined under Rule 14e-5(c); (ii) covered persons to engage in secondary market transactions with respect to shares after the first public announcement of, and during, such tender offer; and (iii) covered persons to make purchases of, or arrangements to purchase, subject securities or related securities in the secondary market for the purpose of transferring such securities to purchase one or more "creation units" of shares.

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