82 FR 15091 - Advent/Claymore Enhanced Growth & Income Fund
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 56 (March 24, 2017)
Federal Register Volume 82, Issue 56 (March 24, 2017)
| Page Range | 15091-15093 | |
| FR Document | 2017-05850 |
[Federal Register Volume 82, Number 56 (Friday, March 24, 2017)] [Notices] [Pages 15091-15093] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-05850] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32537; 812-14686] Advent/Claymore Enhanced Growth & Income Fund March 20, 2017. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- [[Page 15092]] Notice of application for an order under section 17(b) of the Investment Company Act of 1940 (the ``Act'') for an exemption from section 17(a) of the Act. Summary of Application: Applicant seeks an order that would permit in- kind repurchases of shares of the Fund held by certain affiliated shareholders of the Fund. Applicant: Advent/Claymore Enhanced Growth & Income Fund (the ``Fund''). Filing Dates: The application was filed on August 10, 2016, and amended on December 19, 2016, March 10, 2017 and March 15, 2017. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this notice. 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 applicant with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on April 14, 2017, and should be accompanied by proof of service on applicant, 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: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. Applicant, 1271 Avenue of the Americas, 45th Floor, New York, NY 10020. FOR FURTHER INFORMATION CONTACT: Robert Shapiro, Branch Chief, at (202) 551-6821 (Chief Counsel's Office, Division of Investment Management). 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 an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Applicant's Representations 1. The Fund is Delaware statutory trust registered as a closed-end management investment company under the Act. The Fund's investment objective is to seek current income and current gains from trading in securities, with a secondary objective of long-term capital appreciation. The Fund states that, under normal market conditions, it invests at least 40% of its Managed Assets \1\ in a portfolio of equity securities and convertible securities of U.S. and non-U.S. issuers, and may invest up to 60% of its Managed Assets in non-convertible high- yield securities.\2\ Shares of the Fund are listed and trade on the New York Stock Exchange. Guggenheim Funds Investment Advisors, LLC (``GFIA''), an investment adviser registered under the Investment Advisers Act of 1940 (the ``Advisers Act''), serves as investment adviser to the Fund. Advent Capital Management, LLC (``Advent''), an investment adviser registered under the Advisers Act, serves as the investment manager to the Fund. --------------------------------------------------------------------------- \1\ ``Managed Assets'' means the total assets of the Fund (including any assets attributable to the use of financial leverage, if any) minus the sum of accrued liabilities (other than debt representing financial leverage, if any). \2\ Applicant states that, as of January 31, 2017, its portfolio consisted of the following investments (as a percentage of Managed Assets): 52.3% convertible bonds; 26.0% corporate bonds; 8.4% cash and cash equivalents; 6.5% common stocks; 6.3% convertible preferred stocks; 0.5% senior floating rate interests. --------------------------------------------------------------------------- 2. The Fund proposes to conduct a tender offer for up to 32.5% of its outstanding shares at a price equal to 98% of net asset value per share (``NAV'') as of the business day immediately after the day such tender offer expires (the ``In-Kind Repurchase Offer''). Payment for any shares repurchased during the In-Kind Repurchase Offer would be made in-kind through a pro rata distribution of the Fund's Distributable Securities (as defined below). The In-Kind Repurchase Offer will be made pursuant to section 23(c)(2) of the Act and conducted in accordance with rule 13e-4 under the Securities Exchange Act of 1934. 3. Applicant states that the pro rata distribution of the Fund's portfolio securities would not include: (i) Securities that, if distributed, would be required to be registered under the Securities Act of 1933 (the ``1933 Act''); (ii) securities issued by entities in countries that restrict or prohibit the holdings of securities by non- residents other than through qualified investment vehicles, or whose distribution would otherwise be contrary to applicable local laws, rules or regulations; (iii) certain portfolio assets, such as derivative instruments or repurchase agreements, that involve the assumption of contractual obligations, require special trading facilities, or can only be traded with the counterparty to the transaction; and (iv) portfolio securities held by the Fund which are not eligible for clearance and trade settlement through the Depository Trust Company (``DTC''). Applicant's portfolio securities eligible to be distributed in the In-Kind Repurchase Offer, excluding securities set forth in clauses (i)-(iv) above, are referred to as ``Distributable Securities.'' Applicant represents that, as of January 31, 2017, approximately 65% of its Managed Assets were Distributable Securities. 4. Applicant states that the In-Kind Repurchase Offer is designed to accommodate the needs of shareholders who wish to participate in the In-Kind Repurchase Offer and long-term shareholders who would prefer to remain invested in a closed-end investment vehicle. Applicant further states that, under the In-Kind Repurchase Offer, the Fund will not have to incur substantial brokerage commissions and other and legal costs that would be incurred in a cash tender offer. Applicant also states that the In-Kind Repurchase Offer will minimize disruption to the investment management of Fund, while providing enhanced liquidity for the Fund's shareholders. 5. Applicant requests relief to permit any common shareholders of the Fund who are ``affiliated persons'' of the Fund within the meaning of section 2(a)(3) of the Act solely by reason of owning, controlling, or holding with the power to vote, 5% or more of the Fund's outstanding voting securities (each, an ``Affiliated Shareholder'') to participate in the proposed In-Kind Repurchase Offer. Applicant's Legal Analysis 1. Section 17(a) of the Act prohibits an affiliated person of a registered investment company, or any affiliated person of the person, acting as principal, from knowingly purchasing or selling any security or other property from or to the company. Section 2(a)(3) of the Act defines an ``affiliated person'' of another person to include any person who directly or indirectly owns, controls, or holds with power to vote 5% or more of the outstanding voting securities of the other person. Applicant states that to the extent that the In-Kind Repurchase Offer could be deemed the purchase or sale of securities by an Affiliated Shareholder, the transactions would be prohibited by section 17(a). Accordingly, applicant requests an exemption from section 17(a) of the Act to the extent necessary to permit the participation of Affiliated Shareholders in the In-Kind Repurchase Offer. 2. Section 17(b) of the Act authorizes the Commission to exempt any transaction from the provisions of [[Page 15093]] section 17(a) if 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 transaction is consistent with the policy of each registered investment company and with the general purposes of the Act. 3. Applicant asserts that the terms of the In-Kind Repurchase Offer meet the requirements of sections 17(b) of the Act. Applicant asserts that neither the Fund nor an Affiliated Shareholder has any choice as to the Distributable Securities to be received as proceeds from the In- Kind Repurchase Offer. Instead, each participating shareholder will receive their pro rata portion of each of the Fund's Distributable Securities. Moreover, applicant states that the portfolio securities to be distributed in the In-Kind Repurchase Offer will be valued in accordance with section 2(a)(41) of the Act, which will be an objective, verifiable standard that removes any discretion of an Affiliated Shareholder, Advent or GFIA to conduct the In-Kind Repurchase Offer at a price that would be beneficial or detrimental to the interests of any particular shareholder. Applicant further states that the In-Kind Repurchase Offer is consistent with the Fund's investment policies and limitations. Applicant represents that the In- Kind Repurchase Offer is consistent with the general purposes of the Act because the interests of all shareholders are equally protected and no Affiliated Shareholder would receive an advantage or special benefit not available to any other shareholder participating in the In-Kind Repurchase Offer. Applicant's Conditions Applicant agrees that any order granting the requested relief will be subject to the following conditions: 1. Applicant will distribute to shareholders participating in the In-Kind Repurchase Offer an in-kind pro rata distribution of portfolio securities of Applicant. The pro rata distribution will not include: (a) Securities that, if distributed, would be required to be registered under the 1933 Act; (b) securities issued by entities in countries that restrict or prohibit the holdings of securities by non-residents other than through qualified investment vehicles, or whose distribution would otherwise be contrary to applicable local laws, rules or regulations; and (c) certain portfolio assets, such as derivative instruments or repurchase agreements, that involve the assumption of contractual obligations, require special trading facilities, or can only be traded with the counterparty to the transaction. In addition, Applicant will exclude from the distribution portfolio securities held by the Fund which are not eligible for clearance and trade settlement through the DTC. Cash will be paid for that portion of Applicant's assets represented by cash and cash equivalents (such as certificates of deposit, commercial paper and repurchase agreements) and other assets which are not readily distributable (including receivables and prepaid expenses), net of all liabilities (including accounts payable). Applicant will round down or up the aggregate amount of each portfolio security eligible to be distributed to ensure that the Fund will continue to hold the nearest round lot amount of each portfolio security. In lieu of distributing fractional securities (i.e. less than a full share in the case of stocks and less than the par amount denomination in which a single bond trades in the case of bonds) and accruals on portfolio securities, Applicant will distribute a higher pro-rata percentage of other portfolio securities, selected by lot, to represent such fractional securities. With respect to any amount that cannot be represented by a whole security, Applicant will distribute cash in lieu of such fractional securities. Such proration calculations will be made in accordance with written proration policies and procedures that will be approved by the Board of Trustees, including a majority of the Independent Trustees. 2. The securities distributed to shareholders pursuant to the In- Kind Repurchase Offer will be limited to securities that are traded on a public securities market or for which quoted bid and asked prices are available. 3. The securities distributed to shareholders pursuant to the In- Kind Repurchase Offer will be valued in the same manner as they would be valued for purposes of computing Applicant's net asset value, consistent with the requirements of section 2(a)(41) of the Act. 4. Applicant will maintain and preserve for a period of not less than six years from the end of the fiscal year in which the In-Kind Repurchase Offer occurs, the first two years in an easily accessible place, a written record of the In-Kind Repurchase Offer, that includes the identity of each shareholder of record that participated in the In- Kind Repurchase Offer, whether that shareholder was an Affiliated Shareholder, a description of each security distributed, the terms of the distribution, and the information or materials upon which the valuation was made. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-05850 Filed 3-23-17; 8:45 am] BILLING CODE 8011-01-P
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22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Company name box, at http:// amount and a percentage of the
Schedule 14A under the Securities www.sec.gov/search/search.htm or by Subadvised Series’ net assets): (a) The
Exchange Act of 1934, and Sections 6– calling (202) 551–8090. aggregate fees paid to the Adviser; and
07(2)(a), (b), and (c) of Regulation S–X (b) the aggregate fees paid to Sub-
Summary of the Application
(‘‘Disclosure Requirements’’). The Advisers; and (c) the fee paid to each
requested exemption would permit an 1. The Adviser serves as the Affiliated Sub-Adviser (collectively,
investment adviser to hire and replace investment adviser to the Subadvised ‘‘Aggregate Fee Disclosure’’).
certain sub-advisers without Series pursuant to an investment 3. Applicants agree that any order
shareholder approval and grant relief advisory agreement with the Trust (the granting the requested relief will be
from the Disclosure Requirements as ‘‘Investment Management subject to the terms and conditions
they relate to fees paid to the sub- Agreement’’).1 The Adviser will provide stated in the Application. Such terms
advisers. the Subabvised Series with continuous and conditions provide for, among other
and comprehensive investment safeguards, appropriate disclosure to
APPLICANTS: Investment Managers
management services subject to the Subadvised Series shareholders and
Series Trust II (the ‘‘Trust’’), a Delaware
supervision of, and policies established notification about sub-advisory changes
statutory trust registered under the Act
by, the Subabvised Series’ board of and enhanced Board oversight to protect
as an open-end management investment
trustees (‘‘Board’’).2 The Investment the interests of the Subadvised Series’
company with multiple series, and
Management Agreement permits the shareholders.
Vivaldi Asset Management, LLC, a
Adviser, subject to the approval of the 4. Section 6(c) of the Act provides that
Delaware limited liability company Board, to delegate to one or more sub- the Commission may exempt any
registered as an investment adviser advisers (each, a ‘‘Sub-Adviser’’) the person, security, or transaction or any
under the Investment Advisers Act of responsibility to provide the day-to-day class or classes of persons, securities, or
1940 (the ‘‘Adviser,’’ and, collectively portfolio investment management of the transactions from any provisions of the
with the Trust, the ‘‘Applicants’’). Subabvised Series, subject to the Act, or any rule thereunder, if such
FILING DATES: The application was filed supervision and direction of the relief is necessary or appropriate in the
on October 21, 2016, and amended on Adviser. The primary responsibility for public interest and consistent with the
March 2, 2017. managing the Subabvised Series will protection of investors and purposes
HEARING OR NOTIFICATION OF HEARING: remain vested in the Adviser. The fairly intended by the policy and
An order granting the application will Adviser will hire, evaluate, allocate provisions of the Act. Applicants
be issued unless the Commission orders assets to and oversee the Sub-Advisers, believe that the requested relief meets
a hearing. Interested persons may including determining whether a Sub- this standard because, as further
request a hearing by writing to the Adviser should be terminated, at all explained in the application, the
Commission’s Secretary and serving times subject to the authority of the Investment Management Agreement will
applicants with a copy of the request, Board. remain subject to shareholder approval,
personally or by mail. Hearing requests 2. Applicants request an exemption to while the role of the Sub-Advisers is
should be received by the Commission permit the Adviser, subject to Board substantially similar to that of
by 5:30 p.m. on April 14, 2017, and approval, to hire certain Sub-Advisers individual portfolio managers, so that
should be accompanied by proof of pursuant to sub-advisory agreements requiring shareholder approval of Sub-
service on the applicants, in the form of and materially amend existing sub- Advisory Agreements would impose
an affidavit or, for lawyers, a certificate advisory agreements without obtaining unnecessary delays and expenses on the
of service. Pursuant to Rule 0–5 under the shareholder approval required under Subadvised Series. Applicants believe
the Act, hearing requests should state Section 15(a) of the Act and Rule 18f- that the requested relief from the
the nature of the writer’s interest, any 2 under the Act.3 Applicants also seek Disclosure Requirements meets this
facts bearing upon the desirability of a an exemption from the Disclosure standard because it will improve the
hearing on the matter, the reason for the Requirements to permit a Subabvised Adviser’s ability to negotiate fees paid
request, and the issues contested. Series to disclose (as both a dollar to the Sub-Advisers that are more
Persons who wish to be notified of a advantageous for the Subadvised Series.
1 The initial Subadvised Series is the Vivaldi
hearing may request notification by Multi-Strategy Fund. Applicants request relief with For the Commission, by the Division of
writing to the Commission’s Secretary. respect to the named Applicants, as well as to any Investment Management, under delegated
ADDRESSES: Secretary, U.S. Securities future series of the Trust and any other existing or authority.
future registered open-end management company or
and Exchange Commission, 100 F Street series thereof that: (a) Is advised by the Adviser; (b)
Eduardo A. Aleman,
NE., Washington, DC 20549–1090. uses the manager of managers structure described Assistant Secretary.
Applicants: Trust: 235 West Galena in the application; and (c) complies with the terms [FR Doc. 2017–05849 Filed 3–23–17; 8:45 am]
Street, Milwaukee, WI 53212, and and conditions of the application (collectively with
BILLING CODE 8011–01–P
the initial Subadvised Series, the ‘‘Subadvised
Adviser: 225 West Wacker, Suite 2100, Series’’). The term ‘‘Adviser’’ includes (i) the
Chicago, IL 60606. Adviser, (ii) its successors, and (iii) any entity
FOR FURTHER INFORMATION CONTACT: controlling, controlled by, or under common SECURITIES AND EXCHANGE
control with, the Adviser or its successors. For COMMISSION
Courtney S. Thornton, Senior Counsel, purposes of the requested order, ‘‘successor’’ is
at (202) 551–6812, or Daniele limited to an entity resulting from a reorganization [Investment Company Act Release No.
Marchesani, Assistant Chief Counsel, at into another jurisdiction or a change in the type of 32537; 812–14686]
(202) 551–6821 (Division of Investment business organization.
jstallworth on DSK7TPTVN1PROD with NOTICES
2 The term ‘‘Board’’ includes the board of trustees
Management, Chief Counsel’s Office). Advent/Claymore Enhanced Growth &
or directors of a future Subadvised Series, if
SUPPLEMENTARY INFORMATION: The different. Income Fund
following is a summary of the 3 The requested relief will not extend to any sub-
March 20, 2017.
application. The complete application adviser that is an affiliated person, as defined in
Section 2(a)(3) of the Act, of a Subadvised Series AGENCY: Securities and Exchange
may be obtained via the Commission’s or the Adviser, other than by reason of serving as Commission (‘‘Commission’’).
Web site by searching for the file a sub-adviser to one or more of the Subadvised ACTION: Notice.
number, or an applicant using the Series (‘‘Affiliated Sub-Adviser’’).
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section 17(a) if the terms of the with the counterparty to the transaction. materials upon which the valuation was
transaction, including the consideration In addition, Applicant will exclude made.
to be paid or received, are reasonable from the distribution portfolio securities For the Commission, by the Division of
and fair and do not involve held by the Fund which are not eligible Investment Management, under delegated
overreaching on the part of any person for clearance and trade settlement authority.
concerned, and the transaction is through the DTC. Cash will be paid for Eduardo A. Aleman,
consistent with the policy of each that portion of Applicant’s assets Assistant Secretary.
registered investment company and represented by cash and cash [FR Doc. 2017–05850 Filed 3–23–17; 8:45 am]
with the general purposes of the Act. equivalents (such as certificates of BILLING CODE 8011–01–P
3. Applicant asserts that the terms of deposit, commercial paper and
the In-Kind Repurchase Offer meet the repurchase agreements) and other assets
requirements of sections 17(b) of the which are not readily distributable
Act. Applicant asserts that neither the DEPARTMENT OF STATE
(including receivables and prepaid
Fund nor an Affiliated Shareholder has expenses), net of all liabilities [Public Notice: 9914]
any choice as to the Distributable (including accounts payable). Applicant
Securities to be received as proceeds will round down or up the aggregate 30-Day Notice of Proposed Information
from the In-Kind Repurchase Offer. amount of each portfolio security Collection: Medical Clearance Update
Instead, each participating shareholder eligible to be distributed to ensure that
will receive their pro rata portion of ACTION:Notice of request for public
the Fund will continue to hold the comment and submission to OMB of
each of the Fund’s Distributable nearest round lot amount of each
Securities. Moreover, applicant states proposed collection of information.
portfolio security. In lieu of distributing
that the portfolio securities to be fractional securities (i.e. less than a full SUMMARY: The Department of State has
distributed in the In-Kind Repurchase share in the case of stocks and less than submitted the information collection
Offer will be valued in accordance with the par amount denomination in which described below to the Office of
section 2(a)(41) of the Act, which will a single bond trades in the case of Management and Budget (OMB) for
be an objective, verifiable standard that bonds) and accruals on portfolio approval. In accordance with the
removes any discretion of an Affiliated securities, Applicant will distribute a Paperwork Reduction Act of 1995 we
Shareholder, Advent or GFIA to conduct higher pro-rata percentage of other are requesting comments on this
the In-Kind Repurchase Offer at a price portfolio securities, selected by lot, to collection from all interested
that would be beneficial or detrimental represent such fractional securities. individuals and organizations. The
to the interests of any particular With respect to any amount that cannot purpose of this Notice is to allow 30
shareholder. Applicant further states be represented by a whole security, days for public comment.
that the In-Kind Repurchase Offer is Applicant will distribute cash in lieu of DATES: Submit comments directly to the
consistent with the Fund’s investment such fractional securities. Such
policies and limitations. Applicant Office of Management and Budget
proration calculations will be made in (OMB) up to April 24, 2017.
represents that the In-Kind Repurchase accordance with written proration
Offer is consistent with the general ADDRESSES: Direct comments to the
policies and procedures that will be Department of State Desk Officer in the
purposes of the Act because the approved by the Board of Trustees,
interests of all shareholders are equally Office of Information and Regulatory
including a majority of the Independent Affairs at the Office of Management and
protected and no Affiliated Shareholder
Trustees. Budget (OMB). You may submit
would receive an advantage or special
2. The securities distributed to comments by the following methods:
benefit not available to any other
shareholder participating in the In-Kind shareholders pursuant to the In-Kind • Email: oira_submission@
Repurchase Offer. Repurchase Offer will be limited to omb.eop.gov. You must include the DS
securities that are traded on a public form number, information collection
Applicant’s Conditions securities market or for which quoted title, and the OMB control number in
Applicant agrees that any order bid and asked prices are available. the subject line of your message.
granting the requested relief will be 3. The securities distributed to • Fax: 202–395–5806. Attention: Desk
subject to the following conditions: shareholders pursuant to the In-Kind Officer for Department of State.
1. Applicant will distribute to Repurchase Offer will be valued in the FOR FURTHER INFORMATION CONTACT:
shareholders participating in the In- same manner as they would be valued Direct requests for additional
Kind Repurchase Offer an in-kind pro for purposes of computing Applicant’s information regarding the collection
rata distribution of portfolio securities net asset value, consistent with the listed in this notice, including requests
of Applicant. The pro rata distribution requirements of section 2(a)(41) of the for copies of the proposed collection
will not include: (a) Securities that, if Act. instrument and supporting documents,
distributed, would be required to be 4. Applicant will maintain and to Joan F. Grew, who may be reached on
registered under the 1933 Act; (b) preserve for a period of not less than six 703–875–5412 or at GrewJF@state.gov.
securities issued by entities in countries years from the end of the fiscal year in SUPPLEMENTARY INFORMATION: • Title of
that restrict or prohibit the holdings of which the In-Kind Repurchase Offer Information Collection: Medical
securities by non-residents other than occurs, the first two years in an easily Clearance Update.
through qualified investment vehicles, accessible place, a written record of the • OMB Control Number: 1405–0131.
or whose distribution would otherwise In-Kind Repurchase Offer, that includes • Type of Request: Revision of a
jstallworth on DSK7TPTVN1PROD with NOTICES
be contrary to applicable local laws, the identity of each shareholder of Currently Approved Collection.
rules or regulations; and (c) certain record that participated in the In-Kind • Originating Office: Bureau of
portfolio assets, such as derivative Repurchase Offer, whether that Medical Services (MED).
instruments or repurchase agreements, shareholder was an Affiliated • Form Number: DS–3057.
that involve the assumption of Shareholder, a description of each • Respondents: Foreign service
contractual obligations, require special security distributed, the terms of the officers, federal employees, or family
trading facilities, or can only be traded distribution, and the information or members.
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Document Created: 2018-02-01 15:10:48
Document Modified: 2018-02-01 15:10:48
| 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. | |
| Dates | The application was filed on August 10, 2016, and amended on December 19, 2016, March 10, 2017 and March 15, 2017. Applicants have agreed to file an amendment during the notice period, the substance of which is reflected in this notice. | |
| Contact | Robert Shapiro, Branch Chief, at (202) 551-6821 (Chief Counsel's Office, Division of Investment Management). | |
| FR Citation | 82 FR 15091 |
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