80 FR 79638 - Third Avenue Trust and Third Avenue Management LLC; Notice of Application and Temporary Order
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 245 (December 22, 2015)
Federal Register Volume 80, Issue 245 (December 22, 2015)
| Page Range | 79638-79640 | |
| FR Document | 2015-32079 |
[Federal Register Volume 80, Number 245 (Tuesday, December 22, 2015)] [Notices] [Pages 79638-79640] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-32079] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. IC-31943; 812-14593] Third Avenue Trust and Third Avenue Management LLC; Notice of Application and Temporary Order December 16, 2015. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice of application and a temporary order under Section 22(e)(3) of the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- Summary of Application: Applicants request a temporary order to permit Third Avenue Focused Credit Fund (the ``Fund''), a series of Third Avenue Trust (the ``Trust''), to suspend the right of redemption of its outstanding redeemable securities. Applicants: The Trust, on behalf of the Fund, and Third Avenue Management LLC (the ``Adviser,'' together with the Trust, the ``Applicants''). Filing Date: The application was filed on December 16, 2015. Hearing or Notification of 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 January 7, 2016, and should be accompanied by proof of service on Applicants, in the form of an affidavit or, for lawyers, a certificate of service. 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: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants, c/o Third Avenue Management LLC 622 Third Avenue, 32nd Floor, New York, NY 10017. FOR FURTHER INFORMATION CONTACT: David Joire, Senior Special Counsel, at (202) 551-6866 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: 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. Background 1. The Adviser is the investment adviser to the Fund. The Adviser is a Delaware limited liability company that is registered as an investment adviser under the Investment Advisers Act of 1940. The Adviser managed assets of approximately $8 billion as of September 30, 2015. 2. The Trust is a Delaware statutory trust and is registered with the Commission under the 1940 Act as an open-end management investment company with five series. Each series of the Trust has a different investment objective and different investment policies. The Fund is one such series. 3. The Fund is a non-diversified open-end investment company. Its investment objective is to seek long-term total return, which may include investment returns from a combination of sources including capital appreciation, fees and interest income. 4. The Fund has been subject to a significant level of redemption requests by the Fund's investors over the past six months. For example, the Fund has experienced a total of $1.1 billion in estimated net outflows for the year to date through December 9, 2015, which was more than 145% of its remaining net asset value at that date. In November 2015, the Fund experienced a total of $317 million in estimated net redemptions, and the Fund's Institutional Class net asset value per share fell from $7.81 to $7.08 and its Retail Class net asset value per share fell from $7.82 to $7.09. 5. The ongoing reduction in liquidity in the Fund's portfolio securities is related to a number of factors, including an imbalance between selling interest and buying interest. The Fund increased its cash position to over $200 million by early December 2015 in anticipation of tax selling and other redemptions. 6. During this period, Fund management also kept the Board of Trustees of the Trust (the ``Board'') informed and reevaluated contingency plans. On December 9, 2015, after considering the environment the Fund was in and the likelihood that incremental sales of portfolio securities to satisfy additional redemptions would have to be made at prices that would unfairly disadvantage all remaining shareholders, the Board determined that the fairest action on behalf of all shareholders would be to adopt a plan of liquidation. The Board determined to implement this plan by placing the remaining noncash assets in a liquidating trust for the benefit of all Fund shareholders and distributing available cash. Relief from the Commission in connection with the plan's implementation was not sought by the Fund and the Adviser. 7. On December 9, 2015, the Board adopted a plan of liquidation for the Fund (the ``Plan of Liquidation''), pursuant to which the Board declared two distributions, one of the remaining net cash and one of the beneficial interests in a liquidating trust (``Liquidating Trust''). These distributions were scheduled to be paid on December 16, 2015. Interests in the Liquidating Trust would not trade and would, in general, be transferable only by operation of law. The Adviser would manage the Liquidating Trust's assets without charge and there would be periodic distributions from the Liquidating Trust as income is received and assets are sold at fair prices. All redemption requests as of December 9, 2015, were met by the Fund and the sales of the shares of the Fund were suspended as of December 10, 2015. 8. Upon announcement of the Plan of Liquidation, the Commission staff expressed concerns during discussions with the Fund and the Adviser. In [[Page 79639]] addition, the Fund received numerous inquiries from shareholders and intermediaries through which many shareholders hold their shares in the Fund. The Fund and the Adviser reviewed the pros and cons of alternatives with the Board at meetings held on December 12, 2015 and December 13, 2015, at which the Board authorized moving forward with an application for an order to suspend redemptions. On December 14, 2015, the Board met again and approved the cancellation and rescission of the distribution of beneficial interests in the Liquidating Trust and the reconveyance of the assets held in the Liquidating Trust to the Fund together with the assumption by the Fund of the liabilities previously assumed by the Liquidating Trust, conditioned upon receipt of the requested relief. The Board did not rescind the cash distribution, which will proceed on December 16, 2015, and also retained the Plan of Liquidation, pursuant to which the Fund will liquidate. 9. Applicants state that approximately 65% of the value of the Fund's shares is held by shareholders in the Fund's Institutional Class, and the rest is held by investors in its Retail Class. If the relief is not granted, and the Fund is unable to suspend redemptions, the institutional investors would likely be best positioned to take advantage of any redemption opportunity, to the detriment of those investors--most likely, retail investors--who remain in the Fund. These remaining investors would suffer a rapidly declining net asset value and an even further diminished liquidity of the Fund's securities portfolio. The relief would help avoid such an outcome. 10. Applicants also state that the Fund will not be engaged and does not propose to engage, in any business activities other than those necessary for the winding-up of its affairs. Applicants further state that relief permitting the Fund to suspend redemptions in connection with its liquidation would permit the Fund to liquidate its assets in an orderly manner and prevent the Fund from being forced to sell assets at unreasonably low prices to meet redemptions. Applicants' Legal Analysis 1. Section 22(e)(1) of the Act provides that a registered investment company may not suspend the right of redemption or postpone the date of payment or satisfaction upon redemption of any redeemable security in accordance with its terms for more than seven days after the tender of such security to the company or its designated agent except for any period during which the New York Stock Exchange (``NYSE'') is closed other than customary week-end and holiday closings, or during which trading on the NYSE is restricted. 2. Section 22(e)(3) of the Act provides that redemptions may be suspended by a registered investment company for such other periods as the Commission may by order permit for the protection of security holders of the registered investment company. 3. Applicants submit that granting the requested relief would be for the protection of the shareholders of the Fund, as provided in Section 22(e)(3) of the Act. Applicants assert that, in requesting an order by the Commission, the Board's goal is to ensure that the Fund's shareholders will be treated appropriately in view of the otherwise detrimental effect on the Fund of the ongoing reduction in the liquidity of the Fund's portfolio securities, the very recent extreme difficulty the Fund has encountered in selling portfolio securities at prices the Adviser deemed to be fair and the ongoing redemptions that the Fund expected. Applicants further state that the requested relief is intended to permit an orderly liquidation of the portfolio securities at what Applicants consider to be fair values and ensure that all of the shareholders of the Fund are protected in the process by allowing the realization of fair value for these investments. Applicants' Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: (1) Pending liquidating distributions, the Fund will invest proceeds of cash dispositions of portfolio securities solely in U.S. government securities, cash equivalents, securities eligible for purchase by a registered money market fund with legal maturities not in excess of 90 days and, if determined to be necessary to protect the value of a portfolio position in a rights offering or other dilutive transaction, additional securities of the affected issuer. (2) The Fund will make liquidating cash distributions pro rata at least quarterly in an amount not less than all cash proceeds from dispositions of portfolio securities during such quarter not required to provide for liabilities, reserves, and for so long as the Board determines that maintaining regulated investment company status under subchapter M of the Internal Revenue Code of 1986, as amended, is important for the protection of shareholders, the maintenance of diversification required for such tax status. (3) The Fund and the Adviser will make and keep true, accurate and current all appropriate records, including but not limited to those surrounding the events leading to the requested relief, the plan for the orderly liquidation of Fund assets, the sale of Fund portfolio securities, the distribution of Fund assets, and communications with shareholders (including any complaints from shareholders and responses thereto). (4) The Fund and the Adviser will promptly make available to staff of the Commission all files, books, records and personnel as requested, relating to the Fund and the Liquidating Trust. (5) The Fund and the Adviser will provide periodic reporting to Commission staff regarding the status of the liquidation and distributions. (6) Neither the Adviser nor any of its affiliates will receive any fee for managing the Fund. (7) The Fund is in liquidation and will not be engaged and does not propose to engage in any business activities other than those necessary for the protection of its assets, the protection of shareholders and the winding-up of its affairs. (8) The Adviser will appropriately convey accurate and timely information to shareholders of the Fund with regard to the status of the Fund and its liquidation on the Adviser's Web site, including without limitation information concerning the dates and amounts of distributions, press releases, and periodic reports, and will maintain a toll-free number to respond to shareholder inquiries. (9) The Fund and the Adviser shall consult with Commission staff prior to making any material amendments to the Plan of Liquidation. (10) The Fund will comply with the requirements of Section 30 of the Act and the rules thereunder and will file a report containing a liquidation audit, i.e., audited financial statements dated as of or near the final distribution date, promptly following the Fund's final liquidating distribution. (11) The Fund and the Adviser will comply with all provisions of the Federal securities laws. (12) The relief granted pursuant to the application shall be without prejudice to, and shall not limit the Commission's rights in any manner with respect to, any Commission investigation of, or legal proceedings involving or against the Applicants. [[Page 79640]] Commission Finding Based on the representations and conditions in the application, the Commission permits the temporary suspension of the right of redemption for the protection of the Fund's security holders. Under the circumstances described in the application, which require immediate action to protect the Fund's security holders, the Commission concludes that it is not practicable to give notice or an opportunity to request a hearing before issuing the order. IT IS ORDERED, pursuant to Section 22(e)(3) of the Act, that the requested relief from Section 22(e) of the Act is granted with respect to the Fund until it has liquidated, or until the Commission rescinds the order granted herein. This order shall be in effect as of December 16, 2015, with suspension of redemption requests as requested by the Applicants to be effective as of December 10, 2015. By the Commission. Brent J. Fields, Secretary. [FR Doc. 2015-32079 Filed 12-21-15; 8:45 am] BILLING CODE 8011-01-P
![79638 Federal Register / Vol. 80, No. 245 / Tuesday, December 22, 2015 / Notices
submission, all subsequent FILING DATE: The application was filed experienced a total of $1.1 billion in
amendments, all written statements on December 16, 2015. estimated net outflows for the year to
with respect to the proposed rule HEARING OR NOTIFICATION OF HEARING: date through December 9, 2015, which
change that are filed with the Interested persons may request a was more than 145% of its remaining
Commission, and all written hearing by writing to the Commission’s net asset value at that date. In November
communications relating to the Secretary and serving Applicants with a 2015, the Fund experienced a total of
proposed rule change between the copy of the request, personally or by $317 million in estimated net
Commission and any person, other than mail. Hearing requests should be redemptions, and the Fund’s
those that may be withheld from the received by the Commission by 5:30 Institutional Class net asset value per
public in accordance with the p.m. on January 7, 2016, and should be share fell from $7.81 to $7.08 and its
provisions of 5 U.S.C. 552, will be accompanied by proof of service on Retail Class net asset value per share fell
available for Web site viewing and Applicants, in the form of an affidavit from $7.82 to $7.09.
printing in the Commission’s Public or, for lawyers, a certificate of service. 5. The ongoing reduction in liquidity
Reference Room, 100 F Street NE., Hearing requests should state the nature in the Fund’s portfolio securities is
Washington, DC 20549 on official of the writer’s interest, any facts bearing related to a number of factors, including
business days between the hours of upon the desirability of a hearing on the an imbalance between selling interest
10:00 a.m. and 3:00 p.m. Copies of such matter, the reason for the request, and and buying interest. The Fund increased
filing also will be available for the issues contested. Persons who wish its cash position to over $200 million by
inspection and copying at the principal to be notified of a hearing may request early December 2015 in anticipation of
office of the Exchange. All comments notification by writing to the tax selling and other redemptions.
received will be posted without change; 6. During this period, Fund
Commission’s Secretary.
the Commission does not edit personal management also kept the Board of
ADDRESSES: Secretary, U.S. Securities
identifying information from Trustees of the Trust (the ‘‘Board’’)
and Exchange Commission, 100 F Street informed and reevaluated contingency
submissions. You should submit only NE., Washington, DC 20549–1090.
information that you wish to make plans. On December 9, 2015, after
Applicants, c/o Third Avenue considering the environment the Fund
available publicly. All submissions Management LLC 622 Third Avenue,
should refer to File Number SR–BATS– was in and the likelihood that
32nd Floor, New York, NY 10017. incremental sales of portfolio securities
2015–110, and should be submitted on FOR FURTHER INFORMATION CONTACT:
or before January 12, 2016. to satisfy additional redemptions would
David Joire, Senior Special Counsel, at have to be made at prices that would
For the Commission, by the Division of (202) 551–6866 (Division of Investment unfairly disadvantage all remaining
Trading and Markets, pursuant to delegated Management, Chief Counsel’s Office). shareholders, the Board determined that
authority.14
SUPPLEMENTARY INFORMATION: The the fairest action on behalf of all
Robert W. Errett, complete application may be obtained shareholders would be to adopt a plan
Deputy Secretary. via the Commission’s Web site by of liquidation. The Board determined to
[FR Doc. 2015–32045 Filed 12–21–15; 8:45 am] searching for the file number, or for an implement this plan by placing the
BILLING CODE 8011–01–P applicant using the Company name box, remaining noncash assets in a
at http://www.sec.gov/search/ liquidating trust for the benefit of all
search.htm or by calling (202) 551– Fund shareholders and distributing
SECURITIES AND EXCHANGE 8090. available cash. Relief from the
COMMISSION Commission in connection with the
Background plan’s implementation was not sought
[Release No. IC–31943; 812–14593] 1. The Adviser is the investment by the Fund and the Adviser.
adviser to the Fund. The Adviser is a 7. On December 9, 2015, the Board
Third Avenue Trust and Third Avenue Delaware limited liability company that adopted a plan of liquidation for the
Management LLC; Notice of is registered as an investment adviser Fund (the ‘‘Plan of Liquidation’’),
Application and Temporary Order under the Investment Advisers Act of pursuant to which the Board declared
December 16, 2015. 1940. The Adviser managed assets of two distributions, one of the remaining
approximately $8 billion as of net cash and one of the beneficial
AGENCY: Securities and Exchange
September 30, 2015. interests in a liquidating trust
Commission (‘‘Commission’’).
2. The Trust is a Delaware statutory (‘‘Liquidating Trust’’). These
ACTION: Notice of application and a trust and is registered with the distributions were scheduled to be paid
temporary order under Section 22(e)(3) Commission under the 1940 Act as an on December 16, 2015. Interests in the
of the Investment Company Act of 1940 open-end management investment Liquidating Trust would not trade and
(the ‘‘Act’’). company with five series. Each series of would, in general, be transferable only
the Trust has a different investment by operation of law. The Adviser would
SUMMARY OF APPLICATION: Applicants objective and different investment manage the Liquidating Trust’s assets
request a temporary order to permit policies. The Fund is one such series. without charge and there would be
Third Avenue Focused Credit Fund (the 3. The Fund is a non-diversified open- periodic distributions from the
‘‘Fund’’), a series of Third Avenue Trust end investment company. Its investment Liquidating Trust as income is received
(the ‘‘Trust’’), to suspend the right of objective is to seek long-term total and assets are sold at fair prices. All
redemption of its outstanding
mstockstill on DSK4VPTVN1PROD with NOTICES
return, which may include investment redemption requests as of December 9,
redeemable securities. returns from a combination of sources 2015, were met by the Fund and the
APPLICANTS: The Trust, on behalf of the including capital appreciation, fees and sales of the shares of the Fund were
Fund, and Third Avenue Management interest income. suspended as of December 10, 2015.
LLC (the ‘‘Adviser,’’ together with the 4. The Fund has been subject to a 8. Upon announcement of the Plan of
Trust, the ‘‘Applicants’’). significant level of redemption requests Liquidation, the Commission staff
by the Fund’s investors over the past six expressed concerns during discussions
14 17 CFR 200.30–3(a)(12). months. For example, the Fund has with the Fund and the Adviser. In
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![79640 Federal Register / Vol. 80, No. 245 / Tuesday, December 22, 2015 / Notices
Commission Finding change, or within such longer period up I. Self-Regulatory Organization’s
Based on the representations and to 90 days as the Commission may Statement of the Terms of Substance of
conditions in the application, the designate if it finds such longer period the Proposed Rule Change
Commission permits the temporary to be appropriate and publishes its The Exchange proposes to amend BX
suspension of the right of redemption reasons for so finding or as to which the Rules at Chapter VII, Section 12,
for the protection of the Fund’s security self-regulatory organization consents, entitled ‘‘Order Exposure
holders. Under the circumstances the Commission shall either approve the Requirements,’’ to make clear that BX
described in the application, which proposed rule change, disapprove the PRISM is an exception to this rule.
require immediate action to protect the proposed rule change, or institute The text of the proposed rule change
Fund’s security holders, the proceedings to determine whether the is available on the Exchange’s Web site
Commission concludes that it is not proposed rule change should be at http://
practicable to give notice or an disapproved. The 45th day for this filing nasdaqomxbx.cchwallstreet.com, at the
opportunity to request a hearing before is December 17, 2015. The Commission principal office of the Exchange, and at
issuing the order. is extending this 45-day time period. the Commission’s Public Reference
IT IS ORDERED, pursuant to Section The Commission finds it appropriate Room.
22(e)(3) of the Act, that the requested to designate a longer period within
II. Self-Regulatory Organization’s
relief from Section 22(e) of the Act is which to take action on the proposed
Statement of the Purpose of, and
granted with respect to the Fund until rule change, so that it has sufficient time
Statutory Basis for, the Proposed Rule
it has liquidated, or until the to consider this proposed rule change.
Change
Commission rescinds the order granted Accordingly, the Commission,
herein. This order shall be in effect as pursuant to Section 19(b)(2) of the Act,4 In its filing with the Commission, the
of December 16, 2015, with suspension designates January 31, 2016, as the date Exchange included statements
of redemption requests as requested by by which the Commission should either concerning the purpose of and basis for
the Applicants to be effective as of approve or disapprove, or institute the proposed rule change and discussed
December 10, 2015. proceedings to determine whether to any comments it received on the
disapprove, the proposed rule change proposed rule change. The text of these
By the Commission. statements may be examined at the
(File No. SR–NYSEMKT–2015–80).
Brent J. Fields, places specified in Item IV below. The
Secretary. For the Commission, by the Division of Exchange has prepared summaries, set
Trading and Markets, pursuant to delegated
[FR Doc. 2015–32079 Filed 12–21–15; 8:45 am]
authority.5
forth in sections A, B, and C below, of
BILLING CODE 8011–01–P the most significant aspects of such
Robert W. Errett,
statements.
Deputy Secretary.
[FR Doc. 2015–32050 Filed 12–21–15; 8:45 am] A. Self-Regulatory Organization’s
SECURITIES AND EXCHANGE
Statement of the Purpose of, and
COMMISSION BILLING CODE 8011–01–P
Statutory Basis for, the Proposed Rule
[Release No. 34–76669; File No. SR– Change
NYSEMKT–2015–80] SECURITIES AND EXCHANGE 1. Purpose
Self-Regulatory Organizations; NYSE COMMISSION
The Exchange proposes to amend BX
MKT LLC; Notice of Designation of a Rules at Chapter VII, Section 12,
Longer Period for Commission Action [Release No. 34–76663; File No. SR–BX– entitled ‘‘Order Exposure
on Proposed Rule Change Deleting 2015–078]
Requirements’’ to specifically state that
Rule 410B—Equities Governing orders entered into BX PRISM are not
Self-Regulatory Organizations;
Reporting Requirements for Off- subject to the rule at Section 12.
NASDAQ OMX BX, Inc.; Notice of Filing
Exchange Transactions Recently, the Exchange’s BX PRISM rule
and Immediate Effectiveness of
December 16, 2015. Proposed Rule Change Relating to was approved by the Commission.3 BX
Order Exposure PRISM is a price-improvement
On October 16, 2015, NYSE MKT LLC
mechanism on the Exchange’s options
(the ‘‘Exchange’’ or ‘‘NYSE MKT’’) filed December 16, 2015. platform, in which a BX Participant (an
with the Securities and Exchange
Pursuant to Section 19(b)(1) of the ‘‘Initiating Participant’’) may
Commission (‘‘Commission’’), pursuant
Securities Exchange Act of 1934 electronically submit for execution a
to Section 19(b)(1) of the Securities
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 two-sided paired order, where one side
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
notice is hereby given that on December is an order it represents as agent on
19b–4 thereunder,2 a proposed rule
2, 2015, NASDAQ OMX BX, Inc. (‘‘BX’’ behalf of a Public Customer,
change to delete Rule 410B—Equities
or ‘‘Exchange’’) filed with the Securities Professional customer, broker-dealer, or
governing reporting requirements for
and Exchange Commission (‘‘SEC’’ or any other entity (‘‘PRISM Order’’) and
off-Exchange transactions. The proposed
‘‘Commission’’) the proposed rule the other side is principal interest or
rule change was published for comment
change as described in Items I, II, and any other order it represents as agent (an
in the Federal Register on November 2,
III, below, which Items have been ‘‘Initiating Order’’) provided that the
2015.3
prepared by the Exchange. The member first exposes the PRISM Order
Section 19(b)(2) of the Act 3 provides
mstockstill on DSK4VPTVN1PROD with NOTICES
Commission is publishing this notice to in the PRISM Auction (‘‘Auction’’)
that within 45 days of the publication of
solicit comments on the proposed rule pursuant to the Rule. This mechanism is
notice of the filing of a proposed rule
change from interested persons.
3 See Securities Exchange Act Release No. 76301
1 15 U.S.C. 78s(b)(1).
4 15
(October 29, 2015), 80 FR 68347 (November 4, 2015)
2 17 CFR 240.19b–4. U.S.C. 78s(b)(2). (SR–BX–2015–032) (Order Granting Accelerated
3 See Securities Exchange Act Release No. 76276 5 17 CFR 200.30–3(a)(31).
Approval of a Proposed Rule Change, as Modified
(October 27, 2015), 80 FR 67454. 1 15 U.S.C. 78s(b)(1).
by Amendment Nos. 1 and 2, To Adopt a New Price
3 15 U.S.C. 78s(b)(2). 2 17 CFR 240.19b–4. Improvement Auction, BX PRISM).
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Document Created: 2015-12-22 02:31:18
Document Modified: 2015-12-22 02:31:18
| 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 application and a temporary order under Section 22(e)(3) of the Investment Company Act of 1940 (the ``Act''). | |
| Dates | The application was filed on December 16, 2015. | |
| Contact | David Joire, Senior Special Counsel, at (202) 551-6866 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 80 FR 79638 |
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