82_FR_51874 82 FR 51660 - Reinhart Partners, Inc., et al.

82 FR 51660 - Reinhart Partners, Inc., et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 214 (November 7, 2017)

Page Range51660-51661
FR Document2017-24138

Federal Register, Volume 82 Issue 214 (Tuesday, November 7, 2017) 
[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)]
[Notices]
[Pages 51660-51661]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-24138]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32892; 812-14830]


Reinhart Partners, Inc., et al.

November 1, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (``Act'') for an exemption from sections 
2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the 
Act, under sections 6(c) and 17(b) of the Act for an exemption from 
sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) 
of the Act for an exemption from sections 12(d)(1)(A) and (B) of the 
Act.

Applicants: Reinhart Partners, Inc. (the ``Adviser''), Managed 
Portfolio Series (the ``Trust''), and Quasar Distributors, LLC (the 
``Distributor'').

Summary of Application: Applicants request an order (``Order'') that 
permits: (a) Actively managed series of certain open-end management 
investment companies to issue shares (``Shares'') redeemable in large 
aggregations only (``Creation Units''); (b) secondary market 
transactions in Shares to occur at the next-determined net asset value 
plus or minus a market-determined premium or discount that may vary 
during the trading day; (c) certain series to pay redemption proceeds, 
under certain circumstances, more than seven days from the tender of 
Shares for redemption; (d) certain affiliated persons of the series to 
deposit securities into, and receive securities from, the series in 
connection with the purchase and redemption of Creation Units; (e) 
certain registered management investment companies and unit investment 
trusts outside of the same group of investment companies as the series 
to acquire Shares; and (f) certain series to create and redeem Shares 
in kind in a master-feeder structure. The Order would incorporate by 
reference terms and conditions of a previous order granting the same 
relief sought by applicants, as that order may be amended from time to 
time (``Reference Order'').\1\
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    \1\ Eaton Vance Management, et al., Investment Company Act Rel. 
Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order).

Filing Date: The application was filed on October 4, 2017 and amended 
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on October 12, 2017.

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 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 November 27, 2017, and should be accompanied by proof of 
service on 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: Reinhart Partners, 
Inc., 1500 West Market Street, Suite 100, Mequon, Wisconsin 53092; 
Managed Portfolio Series, 615 East Michigan Street, 4th Floor, 
Milwaukee, Wisconsin 53202; Quasar Distributors, LLC, 777 East 
Wisconsin Avenue, 6th Floor, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, or Robert H. Shapiro, Branch Chief, at (202) 551-
6821 (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 for 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 Trust is registered as an open-end management investment 
company under the Act and is a statutory trust organized under the laws 
of Delaware. Applicants seek relief with respect to Reinhart 
Intermediate Bond NextShares (the ``Initial Fund''). The portfolio 
positions of each Fund (as defined below) will consist of securities 
and other assets selected and managed by its Adviser or Subadviser (as 
defined below) to pursue the Fund's investment objective.
    2. The Adviser, a Wisconsin corporation, will be the investment 
adviser to the Initial Fund. An Adviser (as defined below) will serve 
as investment adviser to each Fund. The Adviser is, and any other 
Adviser will be, registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act''). The Adviser may 
retain one or more subadvisers (each a ``Subadviser'') to manage the 
portfolios of the Funds. Any Subadviser will be registered, or not 
subject to registration, under the Advisers Act.
    3. The Distributor is a Delaware limited liability company and a 
broker-dealer registered under the Securities Exchange Act of 1934 and 
will act as the principal underwriter of Shares of the Funds. 
Applicants request that the requested relief apply to any distributor 
of Shares, whether affiliated or unaffiliated with the Adviser 
(included in the term ``Distributor''). Any Distributor will comply 
with the terms and conditions of the Order.

Requested Exemptive Relief

    4. Applicants seek the requested Order under section 6(c) of the 
Act for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) 
of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) 
of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the 
Act, and under section 12(d)(1)(J) of the Act for an exemption from 
sections 12(d)(1)(A) and (B) of the Act. The requested Order would 
permit applicants to offer exchange-traded managed funds. Because the 
relief requested is the same as the relief granted by the Commission 
under the Reference Order and because the Adviser has entered into, or 
anticipates entering into, a licensing agreement with Eaton Vance 
Management, or an affiliate thereof in order to offer exchange-traded 
managed funds,\2\ the Order would incorporate by reference

[[Page 51661]]

the terms and conditions of the Reference Order.
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    \2\ Eaton Vance Management has obtained patents with respect to 
certain aspects of the Funds' method of operation as exchange-traded 
managed funds.
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    5. Applicants request that the Order apply to the Initial Fund and 
to any other existing or future open-end management investment company 
or series thereof that: (a) Is advised by the Adviser or any entity 
controlling, controlled by, or under common control with the Adviser 
(any such entity included in the term ``Adviser''); and (b) operates as 
an exchange-traded managed fund as described in the Reference Order; 
and (c) complies with the terms and conditions of the Order and of the 
Reference Order, which is incorporated by reference herein (each such 
company or series and Initial Fund, a ``Fund'').\3\
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    \3\ All entities that currently intend to rely on the Order are 
named as applicants. Any other entity that relies on the Order in 
the future will comply with the terms and conditions of the Order 
and of the Reference Order, which is incorporated by reference 
herein.
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    6. Section 6(c) of the Act provides that the Commission may exempt 
any person, security or transaction, or any class of persons, 
securities or transactions, from any provisions of the Act, if and to 
the extent that such exemption is necessary or appropriate in the 
public interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act. 
Section 17(b) of the Act authorizes the Commission to exempt a proposed 
transaction from section 17(a) of the Act if evidence establishes that 
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 proposed transaction is 
consistent with the policies of the registered investment company and 
the general purposes of the Act. Section 12(d)(1)(J) 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 provision of section 12(d)(1) if the exemption 
is consistent with the public interest and the protection of investors.
    7. Applicants submit that for the reasons stated in the Reference 
Order: (1) With respect to the relief requested pursuant to section 
6(c) of the Act, the relief is appropriate, in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act; (2) with respect to 
the relief request pursuant to section 17(b) of the Act, the proposed 
transactions are reasonable and fair and do not involve overreaching on 
the part of any person concerned, are consistent with the policies of 
each registered investment company concerned and consistent with the 
general purposes of the Act; and (3) with respect to the relief 
requested pursuant to section 12(d)(1)(J) of the Act, the relief is 
consistent with the public interest and the protection of investors.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24138 Filed 11-6-17; 8:45 am]
BILLING CODE 8011-01-P

51660 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices identifying information from comment investment trusts outside of the same Summary of the Application submissions. You should submit only group of investment companies as the 1. The Trust is registered as an open- information that you wish to make series to acquire Shares; and (f) certain end management investment company available publicly. All submissions series to create and redeem Shares in under the Act and is a statutory trust should refer to File Number SR–FINRA– kind in a master-feeder structure. The organized under the laws of Delaware. 2017–033 and should be submitted on Order would incorporate by reference Applicants seek relief with respect to or before November 28, 2017. terms and conditions of a previous order Reinhart Intermediate Bond NextShares For the Commission, by the Division of granting the same relief sought by (the ‘‘Initial Fund’’). The portfolio Trading and Markets, pursuant to delegated applicants, as that order may be positions of each Fund (as defined authority.14 amended from time to time (‘‘Reference below) will consist of securities and Eduardo A. Aleman, Order’’).1 other assets selected and managed by its Assistant Secretary. FILING DATE:The application was filed Adviser or Subadviser (as defined [FR Doc. 2017–24131 Filed 11–6–17; 8:45 am] on October 4, 2017 and amended on below) to pursue the Fund’s investment BILLING CODE 8011–01–P October 12, 2017. objective. 2. The Adviser, a Wisconsin HEARING OR NOTIFICATION OF HEARING: An corporation, will be the investment SECURITIES AND EXCHANGE order granting the requested relief will adviser to the Initial Fund. An Adviser COMMISSION be issued unless the Commission orders (as defined below) will serve as a hearing. Interested persons may [Investment Company Act Release No. investment adviser to each Fund. The request a hearing by writing to the 32892; 812–14830] Adviser is, and any other Adviser will Commission’s Secretary and serving be, registered as an investment adviser applicants with a copy of the request, Reinhart Partners, Inc., et al. under the Investment Advisers Act of personally or by mail. Hearing requests 1940 (‘‘Advisers Act’’). The Adviser may November 1, 2017. should be received by the Commission retain one or more subadvisers (each a AGENCY: Securities and Exchange by 5:30 p.m. on November 27, 2017, and ‘‘Subadviser’’) to manage the portfolios Commission (‘‘Commission’’). should be accompanied by proof of of the Funds. Any Subadviser will be ACTION: Notice. service on applicants, in the form of an registered, or not subject to registration, affidavit or, for lawyers, a certificate of under the Advisers Act. Notice of an application for an order service. Pursuant to rule 0–5 under the under section 6(c) of the Investment 3. The Distributor is a Delaware Act, hearing requests should state the Company Act of 1940 (‘‘Act’’) for an limited liability company and a broker- nature of the writer’s interest, any facts exemption from sections 2(a)(32), dealer registered under the Securities bearing upon the desirability of a 5(a)(1), 22(d) and 22(e) of the Act and Exchange Act of 1934 and will act as the hearing on the matter, the reason for the rule 22c–1 under the Act, under principal underwriter of Shares of the request, and the issues contested. sections 6(c) and 17(b) of the Act for an Funds. Applicants request that the Persons who wish to be notified of a exemption from sections 17(a)(1) and requested relief apply to any distributor hearing may request notification by (a)(2) of the Act, and under section of Shares, whether affiliated or writing to the Commission’s Secretary. 12(d)(1)(J) of the Act for an exemption unaffiliated with the Adviser (included from sections 12(d)(1)(A) and (B) of the ADDRESSES: Secretary, U.S. Securities in the term ‘‘Distributor’’). Any Act. and Exchange Commission, 100 F Street Distributor will comply with the terms NE., Washington, DC 20549–1090. and conditions of the Order. APPLICANTS: Reinhart Partners, Inc. (the Applicants: Reinhart Partners, Inc., 1500 ‘‘Adviser’’), Managed Portfolio Series Requested Exemptive Relief West Market Street, Suite 100, Mequon, (the ‘‘Trust’’), and Quasar Distributors, Wisconsin 53092; Managed Portfolio 4. Applicants seek the requested LLC (the ‘‘Distributor’’). Series, 615 East Michigan Street, 4th Order under section 6(c) of the Act for SUMMARY OF APPLICATION: Applicants Floor, Milwaukee, Wisconsin 53202; an exemption from sections 2(a)(32), request an order (‘‘Order’’) that permits: Quasar Distributors, LLC, 777 East 5(a)(1), 22(d) and 22(e) of the Act and (a) Actively managed series of certain Wisconsin Avenue, 6th Floor, rule 22c–1 under the Act, under open-end management investment Milwaukee, Wisconsin 53202. sections 6(c) and 17(b) of the Act for an companies to issue shares (‘‘Shares’’) exemption from sections 17(a)(1) and redeemable in large aggregations only FOR FURTHER INFORMATION CONTACT: 17(a)(2) of the Act, and under section (‘‘Creation Units’’); (b) secondary market Courtney S. Thornton, Senior Counsel, 12(d)(1)(J) of the Act for an exemption transactions in Shares to occur at the at (202) 551–6812, or Robert H. Shapiro, from sections 12(d)(1)(A) and (B) of the next-determined net asset value plus or Branch Chief, at (202) 551–6821 Act. The requested Order would permit minus a market-determined premium or (Division of Investment Management, applicants to offer exchange-traded discount that may vary during the Chief Counsel’s Office). managed funds. Because the relief trading day; (c) certain series to pay SUPPLEMENTARY INFORMATION: The requested is the same as the relief redemption proceeds, under certain following is a summary of the granted by the Commission under the circumstances, more than seven days application. The complete application Reference Order and because the from the tender of Shares for may be obtained via the Commission’s Adviser has entered into, or anticipates redemption; (d) certain affiliated Web site by searching for the file entering into, a licensing agreement persons of the series to deposit number, or for an applicant using the with Eaton Vance Management, or an ethrower on DSK3G9T082PROD with NOTICES securities into, and receive securities Company name box, at http:// affiliate thereof in order to offer from, the series in connection with the www.sec.gov/search/search.htm or by exchange-traded managed funds,2 the purchase and redemption of Creation calling (202) 551–8090. Order would incorporate by reference Units; (e) certain registered management investment companies and unit 1 Eaton Vance Management, et al., Investment 2 Eaton Vance Management has obtained patents Company Act Rel. Nos. 31333 (Nov. 6, 2014) with respect to certain aspects of the Funds’ method 14 17 CFR 200.30–3(a)(12). (notice) and 31361 (Dec. 2, 2014) (order). of operation as exchange-traded managed funds. VerDate Sep<11>2014 17:29 Nov 06, 2017 Jkt 244001 PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 E:\FR\FM\07NON1.SGM 07NON1

Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51661 the terms and conditions of the with the policies of each registered on the proposed rule change. The text Reference Order. investment company concerned and of those statements may be examined at 5. Applicants request that the Order consistent with the general purposes of the places specified in Item IV below. apply to the Initial Fund and to any the Act; and (3) with respect to the relief The Exchange has prepared summaries, other existing or future open-end requested pursuant to section 12(d)(1)(J) set forth in sections A, B, and C below, management investment company or of the Act, the relief is consistent with of the most significant parts of such series thereof that: (a) Is advised by the the public interest and the protection of statements. Adviser or any entity controlling, investors. controlled by, or under common control A. Self-Regulatory Organization’s For the Commission, by the Division of Statement of the Purpose of, and the with the Adviser (any such entity Investment Management, pursuant to included in the term ‘‘Adviser’’); and (b) Statutory Basis for, the Proposed Rule delegated authority. operates as an exchange-traded managed Change Eduardo A. Aleman, fund as described in the Reference Assistant Secretary. 1. Purpose Order; and (c) complies with the terms [FR Doc. 2017–24138 Filed 11–6–17; 8:45 am] The Exchange proposes to amend and conditions of the Order and of the Section 141 of the NYSE American BILLING CODE 8011–01–P Reference Order, which is incorporated Company Guide to amend certain of its by reference herein (each such company listing fee provisions. The amended fees or series and Initial Fund, a ‘‘Fund’’).3 SECURITIES AND EXCHANGE will take effect in the 2018 calendar 6. Section 6(c) of the Act provides that COMMISSION year. The following are the proposed fee the Commission may exempt any [Release No. 34–81996; File No. SR– increases: person, security or transaction, or any • The annual fee for a common stock class of persons, securities or NYSEAMER–2017–27] with 50 million shares or less transactions, from any provisions of the outstanding would increase from Act, if and to the extent that such Self-Regulatory Organizations; NYSE American LLC; Notice of Filing and $35,000 to $40,000. exemption is necessary or appropriate • The annual fee for a common stock in the public interest and consistent Immediate Effectiveness of Proposed Rule Change To Amend Annual Listing with more than 50 million and up to 75 with the protection of investors and the million shares outstanding would purposes fairly intended by the policy Fees for Common Stocks and Warrants increase from $45,000 to $50,000. and provisions of the Act. Section 17(b) • The annual fee for a common stock of the Act authorizes the Commission to November 1, 2017. with more than 75 million shares exempt a proposed transaction from Pursuant to Section 19(b)(1) of the outstanding would increase from section 17(a) of the Act if evidence Securities Exchange Act of 1934 $50,000 to $60,000. establishes that the terms of the (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 • The flat annual fee applicable to transaction, including the consideration notice is hereby given that on October warrants would increase from $5,000 to to be paid or received, are reasonable 25, 2017, NYSE American LLC (‘‘NYSE $10,000. and fair and do not involve American’’ or the ‘‘Exchange’’) filed As described below, the Exchange overreaching on the part of any person with the Securities and Exchange proposes to make the aforementioned concerned, and the proposed Commission (‘‘Commission’’) the fee increases to better reflect the transaction is consistent with the proposed rule change as described in Exchange’s costs related to listing equity policies of the registered investment Items I, II, and III below, which Items securities and the corresponding value company and the general purposes of have been prepared by the Exchange. of such listing to issuers. the Act. Section 12(d)(1)(J) of the Act The Commission is publishing this The Exchange also proposes to provides that the Commission may notice to solicit comments on the remove a number of references in exempt any person, security, or proposed rule change from interested Section 141 to fees that are no longer transaction, or any class or classes of persons. applicable as they were superseded by persons, securities or transactions, from new fee rates specified in the rule text. any provision of section 12(d)(1) if the I. Self-Regulatory Organization’s 2. Statutory Basis exemption is consistent with the public Statement of the Terms of Substance of The Exchange believes that the interest and the protection of investors. the Proposed Rule Change proposed rule change is consistent with 7. Applicants submit that for the The Exchange proposes to amend Section 6(b) of the Act,3 in general, and reasons stated in the Reference Order: annual listing fees for common stocks furthers the objectives of Section (1) With respect to the relief requested and warrants. The proposed change is 6(b)(4) 4 of the Act, in particular, in that pursuant to section 6(c) of the Act, the available on the Exchange’s Web site at it is designed to provide for the relief is appropriate, in the public www.nyse.com, at the principal office of equitable allocation of reasonable dues, interest and consistent with the the Exchange, and at the Commission’s fees, and other charges. The Exchange protection of investors and the purposes Public Reference Room. also believes that the proposed rule fairly intended by the policy and change is consistent with Section 6(b)(5) provisions of the Act; (2) with respect to II. Self-Regulatory Organization’s of the Act,5 in that it is designed to the relief request pursuant to section Statement of the Purpose of, and promote just and equitable principles of 17(b) of the Act, the proposed Statutory Basis for, the Proposed Rule trade, to foster cooperation and transactions are reasonable and fair and Change coordination with persons engaged in do not involve overreaching on the part In its filing with the Commission, the regulating, clearing, settling, processing ethrower on DSK3G9T082PROD with NOTICES of any person concerned, are consistent self-regulatory organization included information with respect to, and statements concerning the purpose of, facilitating transactions in securities, to 3 All entities that currently intend to rely on the and basis for, the proposed rule change remove impediments to and perfect the Order are named as applicants. Any other entity that relies on the Order in the future will comply and discussed any comments it received 3 15 U.S.C. 78f(b). with the terms and conditions of the Order and of 1 15 U.S.C. 78s(b)(1). 4 15 U.S.C. 78f(b)(4). the Reference Order, which is incorporated by reference herein. 2 17 CFR 240.19b–4. 5 15 U.S.C. 78f(b)(5). VerDate Sep<11>2014 17:29 Nov 06, 2017 Jkt 244001 PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 E:\FR\FM\07NON1.SGM 07NON1


Document Created: 2018-10-25 10:27:13
Document Modified: 2018-10-25 10:27:13
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 October 4, 2017 and amended
ContactCourtney S. Thornton, Senior Counsel, at (202) 551-6812, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 51660 
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