82_FR_28488 82 FR 28370 - Westcore Trust and Denver Investment Advisors LLC; Notice of Application

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)

Page Range28370-28371
FR Document2017-12947

Federal Register, Volume 82 Issue 118 (Wednesday, 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

28370 Federal Register / Vol. 82, No. 118 / Wednesday, June 21, 2017 / Notices implementation of the proposed 22(c)(8) and 22(c)(9) of Schedule 14A www.sec.gov/search/search.htm or by reduction response time duration to no under the Securities Exchange Act of calling (202) 551–8090. less than 100 milliseconds.15 The 1934, and Sections 6–07(2)(a), (b), and Summary of the Application Exchange also represents that its system (c) of Regulation S–X (‘‘Disclosure will be able to sufficiently maintain an Requirements’’). The requested 1. The Advisor will serve as the audit trail for order and trade exemption would permit an investment investment adviser to the Subadvised information with the reduction in the adviser to hire and replace certain sub- Series pursuant to an investment response timer.16 advisers without shareholder approval advisory agreement with the Trust Based on the Exchange’s statements, and grant relief from the Disclosure (each, an ‘‘Investment Management the Commission believes that market Requirements as they relate to fees paid Agreement’’).1 The Advisor will provide participants should continue to have to the sub-advisers. the Subadvised Series with continuous opportunities to compete to trade with APPLICANTS: Westcore Trust (the and comprehensive investment the exposed order by submitting ‘‘Trust’’), a Massachusetts business trust management services subject to the responses to the PRIME and PRIME supervision of, and policies established registered under the Act as an open-end Solicitation Mechanism within an by, each Subadvised Series’ board of management investment company with exposure period of no less than 100 trustees (the ‘‘Board’’).2 Each Investment multiple series (each, a ‘‘Series’’), and milliseconds and no more than 1 Management Agreement permits the Denver Investment Advisors LLC, a second.17 Accordingly, for the reasons Advisor, subject to the approval of the Colorado limited liability company discussed above, the Commission Board, to delegate to one or more Sub- registered as an investment adviser believes that the Exchange’s proposal is Advisors the responsibility to provide under the Investment Advisers Act of consistent with the Act. the day-to-day portfolio investment 1940 (the ‘‘Advisor,’’ and, collectively management of each Subadvised Series, IV. Conclusion with the Trust, the ‘‘Applicants’’). subject to the supervision and direction It is therefore ordered, pursuant to FILING DATES: The application was filed of the Advisor.3 The primary Section 19(b)(2) of the Act,18 that the on December 15, 2016, and amended on responsibility for managing the proposed rule change (SR–MIAX–2017– March 13, 2017. Subadvised Series will remain vested in 16) be, and hereby is, approved. HEARING OR NOTIFICATION OF HEARING: the Advisor. The Advisor will hire, For the Commission, by the Division of An order granting the application will evaluate, allocate assets to and oversee Trading and Markets, pursuant to delegated be issued unless the Commission orders the Sub-Advisors, including authority.19 a hearing. Interested persons may determining whether a Sub-Advisor Eduardo A. Aleman, request a hearing by writing to the should be terminated, at all times Assistant Secretary. Commission’s Secretary and serving subject to the authority of the Board. applicants with a copy of the request, 2. Applicants request an exemption to [FR Doc. 2017–12890 Filed 6–20–17; 8:45 am] personally or by mail. Hearing requests permit the Advisor, subject to Board BILLING CODE 8011–01–P should be received by the Commission approval, to hire a Non-Affiliated Sub- by 5:30 p.m. on July 11, 2017 and Advisor or a Wholly-Owned Sub- SECURITIES AND EXCHANGE should be accompanied by proof of Advisor, pursuant to Sub-Advisory COMMISSION service on the applicants, in the form of Agreements and materially amend Sub- an affidavit or, for lawyers, a certificate [Investment Company Act Release No. of service. Pursuant to rule 0–5 under 1 Applicants request that the relief sought herein 32682; 812–14728] the Act, hearing requests should state apply to the named Applicants, as well as to any future Series of the Trust and any other existing or Westcore Trust and Denver Investment the nature of the writer’s interest, any future registered open-end management investment Advisors LLC; Notice of Application facts bearing upon the desirability of a company or series thereof that intends to rely on the hearing on the matter, the reason for the requested order in the future and that (i) is advised by the Advisor, its successors, and any entity June 16, 2017. request, and the issues contested. controlling, controlled by or under common control AGENCY: Securities and Exchange Persons who wish to be notified of a with an Advisor or its successors (included in the Commission (‘‘Commission’’). hearing may request notification by term ‘‘Advisor’’), (ii) uses the multi-manager writing to the Commission’s Secretary. structure described in this application, and (iii) ACTION: Notice. complies with the terms and conditions of this ADDRESSES: Secretary, U.S. Securities application (each, a ‘‘Subadvised Series’’). For the Notice of an application under section and Exchange Commission, 100 F Street purposes of the requested order, ‘‘successor’’ is 6(c) of the Investment Company Act of NE., Washington, DC 20549–1090. limited to an entity resulting from a reorganization 1940 (‘‘Act’’) for an exemption from Applicants: c/o Peter H. Schwartz, Esq., into another jurisdiction or a change in the type of section 15(a) of the Act and rule 18f–2 business organization. Davis Graham & Stubbs LLP, 1550 17th 2 The term ‘‘Board’’ includes the board of trustees under the Act, as well as from certain Street, Suite 500, Denver, Colorado or directors of a future Subadvised Series. disclosure requirements in rule 20a–1 80202. 3 A ‘‘Sub-Advisor’’ for a Series is (1) an indirect under the Act, Item 19(a)(3) of Form N– or direct ‘‘wholly-owned subsidiary’’ (as such term 1A, Items 22(c)(1)(ii), 22(c)(1)(iii), FOR FURTHER INFORMATION CONTACT: is defined in the Act) of the Advisor for that Series, Elizabeth G. Miller, Senior Counsel, at or (2) a sister company of the Advisor for that Series 15 See (202) 551–8707, or Aaron Gilbride, that is an indirect or direct ‘‘wholly-owned id. at 21289–90. subsidiary’’ (as such term is defined in the Act) of 16 See id. at 21290. Acting Branch Chief, at (202) 551–6906 the same company that, indirectly or directly, 17 The Commission notes that the ability to (Division of Investment Management, asabaliauskas on DSKBBXCHB2PROD with NOTICES wholly owns the Advisor (each of (1) and (2) a designate such an exposure time period is Chief Counsel’s Office). ‘‘Wholly-Owned Sub-Advisor’’ and collectively, the consistent with the rules of other options ‘‘Wholly-Owned Sub-Advisers’’), or (3) an exchanges. See supra note 7. See also NASDAQ SUPPLEMENTARY INFORMATION: The investment sub-adviser for that Series that is not an Phlx Rule 1080(n)(ii)(A)(4), NASDAQ BX Options following is a summary of the ‘‘affiliated person’’ (as such term is defined in Rules Chapter VI, Section 9(ii)(A)(3), Nasdaq ISE application. The complete application Section 2(a)(3) of the Act) of the Series or the Rule 716, Supplementary Material .04, Nasdaq ISE Advisor, except to the extent that an affiliation Rule 723(c)(1), CBOE Rule 6.74A(b)(1)(C), and may be obtained via the Commission’s arises solely because the Sub-Advisor serves as a CBOE Rule 6.74B(b)(1)(C). Web site by searching for the file sub-adviser to one or more Series (each a ‘‘Non- 18 15 U.S.C. 78s(b)(2). number, or an applicant using the Affiliated Sub-Advisor’’ and collectively, the ‘‘Non- 19 17 CFR 200.30–3(a)(12). Company name box, at http:// Affiliated Sub-Advisers’’). VerDate Sep<11>2014 19:12 Jun 20, 2017 Jkt 241001 PO 00000 Frm 00077 Fmt 4703 Sfmt 4703 E:\FR\FM\21JNN1.SGM 21JNN1

Federal Register / Vol. 82, No. 118 / Wednesday, June 21, 2017 / Notices 28371 Advisory Agreements with Non- For the Commission, by the Division of Missouri: Barry, Butler, Dunklin, Affiliated Sub-Advisors and Wholly- Investment Management, under delegated Howell, McDonald, Oregon, Ozark, Owned Sub-Advisors without obtaining authority. Ripley, Stone, Taney the shareholder approval required under Robert W. Errett, Oklahoma: Adair, Delaware. section 15(a) of the Act and rule 18f–2 Deputy Secretary. The Interest Rates are: under the Act.4 Applicants also seek an [FR Doc. 2017–12947 Filed 6–20–17; 8:45 am] exemption from the Disclosure BILLING CODE 8011–01–P Percent Requirements to permit a Subadvised For Physical Damage: Series to disclose (as both a dollar Homeowners with Credit Avail- amount and a percentage of the SMALL BUSINESS ADMINISTRATION able Elsewhere ...................... 3.875 Subadvised Series’ net assets): (a) The [Disaster Declaration #15175 and #15176; Homeowners without Credit aggregate fees paid to the Advisor and Arkansas Disaster #AR–00094] Available Elsewhere .............. 1.938 any Wholly-Owned Sub-Advisors; (b) Businesses with Credit Avail- the aggregate fees paid to Non-Affiliated Presidential Declaration of a Major able Elsewhere ...................... 6.430 Disaster for the State of Arkansas Businesses without Credit Sub-Advisors; and (c) the fee paid to Available Elsewhere .............. 3.215 each Affiliated Sub-Advisor. AGENCY: U.S. Small Business Non-Profit Organizations with 3. Applicants agree that any order Administration. Credit Available Elsewhere ... 2.500 granting the requested relief will be ACTION: Notice. Non-Profit Organizations with- out Credit Available Else- subject to the terms and conditions where ..................................... 2.500 stated in the application. Such terms SUMMARY: This is a Notice of the Presidential declaration of a major For Economic Injury: and conditions provide for, among other Businesses & Small Agricultural safeguards, appropriate disclosure to disaster for the State of ARKANSAS Cooperatives without Credit Subadvised Series’ shareholders and (FEMA–4318–DR), dated 06/15/2017. Available Elsewhere .............. 3.215 Incident: Severe Storms, Tornadoes, Non-Profit Organizations with- notification about sub-advisory changes Straight-Line Winds, and Flooding. out Credit Available Else- and enhanced Board oversight to protect Incident Period: 04/26/2017 through where ..................................... 2.500 the interests of the Subadvised Series’ 05/19/2017. shareholders. DATES: Effective 06/15/2017. The number assigned to this disaster 4. Section 6(c) of the Act provides that Physical Loan Application Deadline for physical damage is 151756 and for the Commission may exempt any Date: 08/14/2017. economic injury is 151760. person, security, or transaction or any Economic Injury (EIDL) Loan (Catalog of Federal Domestic Assistance class or classes of persons, securities, or Application Deadline Date: 03/15/2018. Number 59008) transactions from any provisions of the ADDRESSES: Submit completed loan Cynthia G. Pitts, Act, or any rule thereunder, if such applications to: U.S. Small Business Administration, Processing and Acting Associate Administrator for Disaster relief is necessary or appropriate in the Assistance. public interest and consistent with the Disbursement Center, 14925 Kingsport [FR Doc. 2017–12869 Filed 6–20–17; 8:45 am] protection of investors and purposes Road, Fort Worth, TX 76155. BILLING CODE 8025–01–P fairly intended by the policy and FOR FURTHER INFORMATION CONTACT: A. provisions of the Act. Applicants Escobar, Office of Disaster Assistance, believe that the requested relief meets U.S. Small Business Administration, SMALL BUSINESS ADMINISTRATION this standard because, as further 409 3rd Street SW., Suite 6050, explained in the application, the Washington, DC 20416, (202) 205–6734. [Disaster Declaration #15177 and #15178; Arkansas Disaster #AR–00096] Investment Management Agreements SUPPLEMENTARY INFORMATION: Notice is will remain subject to shareholder hereby given that as a result of the Presidential Declaration of a Major approval, while the role of the Sub- President’s major disaster declaration on Disaster for Public Assistance Only for Advisors is substantially equivalent to 06/15/2017, applications for disaster the State of Arkansas that of individual portfolio managers, so loans may be filed at the address listed that requiring shareholder approval of above or other locally announced AGENCY: U.S. Small Business Sub-Advisory Agreements would locations. Administration. impose unnecessary delays and The following areas have been ACTION: Notice. expenses on the Subadvised Series. determined to be adversely affected by the disaster: SUMMARY: This is a Notice of the Applicants believe that the requested Presidential declaration of a major relief from the Disclosure Requirements Primary Counties (Physical Damage and Economic Injury Loans): Benton, disaster for Public Assistance Only for meets this standard because it will the State of ARKANSAS (FEMA–4318– improve the Advisor’s ability to Boone, Carroll, Clay, Faulkner, Fulton, Jackson, Lawrence, Pulaski, DR), dated 06/15/2017. negotiate fees paid to the Sub-Advisors Incident: Severe Storms, Tornadoes, that are more advantageous for the Randolph, Saline, Washington, Yell Contiguous Counties (Economic Injury Straight-line Winds, and Flooding. Subadvised Series. Incident Period: 04/26/2017 through asabaliauskas on DSKBBXCHB2PROD with NOTICES Loans Only): Arkansas: Baxter, Cleburne, Conway, 05/19/2017. 4 The requested relief will not extend to any sub- Craighead, Crawford, Cross, DATES: Effective 06/15/2017. adviser, other than a Wholly-Owned Sub-Advisor, who is an affiliated person, as defined in section Garland, Grant, Greene, Hot Spring, Physical Loan Application Deadline 2(a)(3) of the Act, of the Subadvised Series or the Independence, Izard, Jefferson, Date: 08/14/2017. Manager, other than by reason of serving as a sub- Logan, Lonoke, Madison, Marion, Economic Injury (EIDL) Loan adviser to one or more of the Subadvised Series or Application Deadline Date: 03/15/2018. to any existing or future registered open-end Montgomery, Newton, Perry, management company or series thereof advised by Poinsett, Pope, Scott, Searcy, Sharp, ADDRESSES: Submit completed loan an Advisor (‘‘Affiliated Sub-Advisor’’). Van Buren, White, Woodruff. applications to: U.S. Small Business VerDate Sep<11>2014 19:12 Jun 20, 2017 Jkt 241001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 E:\FR\FM\21JNN1.SGM 21JNN1


Document Created: 2018-11-14 10:09:23
Document Modified: 2018-11-14 10:09:23
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on December 15, 2016, and amended on March 13, 2017.
ContactElizabeth 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).
FR Citation82 FR 28370 
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