82 FR 28370 - Westcore Trust and Denver Investment Advisors LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 118 (June 21, 2017)

[Federal Register Volume 82, Number 118 (Wednesday, June 21, 2017)]
[Notices]
[Pages 28370-28371]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-12947]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32682; 812-14728]


Westcore Trust and Denver Investment Advisors LLC; Notice of 
Application

June 16, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

Applicants:  Westcore Trust (the ``Trust''), a Massachusetts business 
trust registered under the Act as an open-end management investment 
company with multiple series (each, a ``Series''), and Denver 
Investment Advisors LLC, a Colorado limited liability company 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (the ``Advisor,'' and, collectively with the Trust, the 
``Applicants'').

Filing Dates:  The application was filed on December 15, 2016, and 
amended on March 13, 2017.

Hearing or Notification of Hearing:  An order granting the application 
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 July 11, 2017 and should be accompanied by proof of service on 
the 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:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: c/o Peter H. 
Schwartz, Esq., Davis Graham & Stubbs LLP, 1550 17th Street, Suite 500, 
Denver, Colorado 80202.

FOR FURTHER INFORMATION CONTACT:  Elizabeth G. Miller, Senior Counsel, 
at (202) 551-8707, or Aaron Gilbride, Acting Branch Chief, at (202) 
551-6906 (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 an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. The Advisor will serve as the investment adviser to the 
Subadvised Series pursuant to an investment advisory agreement with the 
Trust (each, an ``Investment Management Agreement'').\1\ The Advisor 
will provide the Subadvised Series with continuous and comprehensive 
investment management services subject to the supervision of, and 
policies established by, each Subadvised Series' board of trustees (the 
``Board'').\2\ Each Investment Management Agreement permits the 
Advisor, subject to the approval of the Board, to delegate to one or 
more Sub-Advisors the responsibility to provide the day-to-day 
portfolio investment management of each Subadvised Series, subject to 
the supervision and direction of the Advisor.\3\ The primary 
responsibility for managing the Subadvised Series will remain vested in 
the Advisor. The Advisor will hire, evaluate, allocate assets to and 
oversee the Sub-Advisors, including determining whether a Sub-Advisor 
should be terminated, at all times subject to the authority of the 
Board.
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    \1\ Applicants request that the relief sought herein apply to 
the named Applicants, as well as to any future Series of the Trust 
and any other existing or future registered open-end management 
investment company or series thereof that intends to rely on the 
requested order in the future and that (i) is advised by the 
Advisor, its successors, and any entity controlling, controlled by 
or under common control with an Advisor or its successors (included 
in the term ``Advisor''), (ii) uses the multi-manager structure 
described in this application, and (iii) complies with the terms and 
conditions of this application (each, a ``Subadvised Series''). For 
the purposes of the requested order, ``successor'' is limited to an 
entity resulting from a reorganization into another jurisdiction or 
a change in the type of business organization.
    \2\ The term ``Board'' includes the board of trustees or 
directors of a future Subadvised Series.
    \3\ A ``Sub-Advisor'' for a Series is (1) an indirect or direct 
``wholly-owned subsidiary'' (as such term is defined in the Act) of 
the Advisor for that Series, or (2) a sister company of the Advisor 
for that Series that is an indirect or direct ``wholly-owned 
subsidiary'' (as such term is defined in the Act) of the same 
company that, indirectly or directly, wholly owns the Advisor (each 
of (1) and (2) a ``Wholly-Owned Sub-Advisor'' and collectively, the 
``Wholly-Owned Sub-Advisers''), or (3) an investment sub-adviser for 
that Series that is not an ``affiliated person'' (as such term is 
defined in Section 2(a)(3) of the Act) of the Series or the Advisor, 
except to the extent that an affiliation arises solely because the 
Sub-Advisor serves as a sub-adviser to one or more Series (each a 
``Non-Affiliated Sub-Advisor'' and collectively, the ``Non-
Affiliated Sub-Advisers'').
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    2. Applicants request an exemption to permit the Advisor, subject 
to Board approval, to hire a Non-Affiliated Sub-Advisor or a Wholly-
Owned Sub-Advisor, pursuant to Sub-Advisory Agreements and materially 
amend Sub-

[[Page 28371]]

Advisory Agreements with Non-Affiliated Sub-Advisors and Wholly-Owned 
Sub-Advisors without obtaining the shareholder approval required under 
section 15(a) of the Act and rule 18f-2 under the Act.\4\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subadvised Series to disclose (as both a dollar amount and a percentage 
of the Subadvised Series' net assets): (a) The aggregate fees paid to 
the Advisor and any Wholly-Owned Sub-Advisors; (b) the aggregate fees 
paid to Non-Affiliated Sub-Advisors; and (c) the fee paid to each 
Affiliated Sub-Advisor.
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    \4\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Advisor, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Series 
or the Manager, other than by reason of serving as a sub-adviser to 
one or more of the Subadvised Series or to any existing or future 
registered open-end management company or series thereof advised by 
an Advisor (``Affiliated Sub-Advisor'').
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisors is substantially equivalent to that 
of individual portfolio managers, so that requiring shareholder 
approval of Sub-Advisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Series. Applicants believe that the 
requested relief from the Disclosure Requirements meets this standard 
because it will improve the Advisor's ability to negotiate fees paid to 
the Sub-Advisors that are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-12947 Filed 6-20-17; 8:45 am]
 BILLING CODE 8011-01-P