82 FR 51666 - Brandes Investment Trust, et al.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 214 (November 7, 2017)
Federal Register Volume 82, Issue 214 (November 7, 2017)
| Page Range | 51666-51667 | |
| FR Document | 2017-24224 |
[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)] [Notices] [Pages 51666-51667] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-24224] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32893; File No. 812-14809] Brandes Investment Trust, et al. November 2, 2017. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- SUMMARY: 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: Brandes Investment Trust (the ``Trust''), Brandes Investment Partners, L.P. (the ``Adviser'') and ALPS Distributors, Inc. (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\ --------------------------------------------------------------------------- \1\ Eaton Vance Management, et al., Investment Company Act Rel. Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order). --------------------------------------------------------------------------- DATES: The application was filed on August 11, 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: Thomas Quinlan, Esq., Brandes Investment Partners L.P., 11988 El Camino Real, Suite 600, San Diego, California 92130. FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at (202) 551-3038, 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. [[Page 51667]] Applicants 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 one Fund (as defined below, and that Fund, the ``Initial Fund''). The portfolio positions of each Fund 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 Delaware limited partnership, 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 Colorado corporation 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. Applicants' 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 the terms and conditions of the Reference Order. --------------------------------------------------------------------------- \2\ Eaton Vance Management has obtained patents with respect to certain aspects of the Funds' method of operation as exchange-traded managed funds. --------------------------------------------------------------------------- 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\ --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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. 2017-24224 Filed 11-6-17; 8:45 am] BILLING CODE 8011-01-P
![51666 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices
or dealer registered under the Exchange the policies of each registered from, the series in connection with the
Act to sell shares of the Funds to the investment company involved; and (c) purchase and redemption of Creation
Investing Funds in excess of the limits the proposed transaction is consistent Units; (e) certain registered management
in section 12(d)(1)(B) of the Act. with the general purposes of the Act. investment companies and unit
Applicants also request an order of Section 6(c) of the Act permits the investment trusts outside of the same
exemption under sections 6(c) and 17(b) Commission to exempt any persons or group of investment companies as the
of the Act from the prohibition on transactions from any provision of the series to acquire Shares; and (f) certain
certain affiliated transactions in section Act if such exemption is necessary or series to create and redeem Shares in
17(a) of the Act to the extent necessary appropriate in the public interest and kind in a master-feeder structure. The
to permit the Funds to sell their shares consistent with the protection of Order would incorporate by reference
to, and redeem their shares from, the investors and the purposes fairly terms and conditions of a previous order
Investing Funds.2 Applicants state that intended by the policy and provisions of granting the same relief sought by
such transactions will be consistent the Act. applicants, as that order may be
with the policies of each Fund and each For the Commission, by the Division of amended from time to time (‘‘Reference
Investing Fund and with the general Investment Management, pursuant to Order’’).1
purposes of the Act and will be based delegated authority.
on the net asset values of the Funds. Eduardo A. Aleman, DATES:The application was filed on
2. Applicants agree that any order August 11, 2017.
Assistant Secretary.
granting the requested relief will be [FR Doc. 2017–24225 Filed 11–6–17; 8:45 am] HEARING OR NOTIFICATION OF HEARING: An
subject to the terms and conditions order granting the requested relief will
BILLING CODE 8011–01–P
stated in the application.3 Such terms be issued unless the Commission orders
and conditions are designed to, among a hearing. Interested persons may
other things, help prevent any potential SECURITIES AND EXCHANGE request a hearing by writing to the
(i) undue influence over a Fund that is COMMISSION Commission’s Secretary and serving
not in the same ‘‘group of investment
[Investment Company Act Release No. applicants with a copy of the request,
companies’’ as the Investing Fund
32893; File No. 812–14809] personally or by mail. Hearing requests
through control or voting power, or in
should be received by the Commission
connection with certain services,
Brandes Investment Trust, et al. by 5:30 p.m. on November 27, 2017, and
transactions, and underwritings, (ii)
should be accompanied by proof of
excessive layering of fees, and (iii) November 2, 2017.
overly complex fund structures, which service on applicants, in the form of an
AGENCY: Securities and Exchange
are the concerns underlying the limits affidavit or, for lawyers, a certificate of
Commission (‘‘Commission’’).
in sections 12(d)(1)(A) and (B) of the service. Pursuant to rule 0–5 under the
ACTION: Notice. Act, hearing requests should state the
Act.
3. Section 12(d)(1)(J) of the Act SUMMARY: Notice of an application for nature of the writer’s interest, any facts
provides that the Commission may an order under section 6(c) of the bearing upon the desirability of a
exempt any person, security, or Investment Company Act of 1940 hearing on the matter, the reason for the
transaction, or any class or classes of (‘‘Act’’) for an exemption from sections request, and the issues contested.
persons, securities, or transactions, from 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Persons who wish to be notified of a
any provision of section 12(d)(1) if the Act and rule 22c–1 under the Act, under hearing may request notification by
exemption is consistent with the public sections 6(c) and 17(b) of the Act for an writing to the Commission’s Secretary.
interest and the protection of investors. exemption from sections 17(a)(1) and ADDRESSES: Secretary, U.S. Securities
Section 17(b) of the Act authorizes the (a)(2) of the Act, and under section and Exchange Commission, 100 F Street
Commission to grant an order 12(d)(1)(J) of the Act for an exemption NE., Washington, DC 20549–1090.
permitting a transaction otherwise from sections 12(d)(1)(A) and (B) of the Applicants: Thomas Quinlan, Esq.,
prohibited by section 17(a) if it finds Act. Brandes Investment Partners L.P., 11988
that (a) the terms of the proposed APPLICANTS: Brandes Investment Trust El Camino Real, Suite 600, San Diego,
transaction are fair and reasonable and (the ‘‘Trust’’), Brandes Investment California 92130.
do not involve overreaching on the part Partners, L.P. (the ‘‘Adviser’’) and ALPS
of any person concerned; (b) the Distributors, Inc. (the ‘‘Distributor’’). FOR FURTHER INFORMATION CONTACT:
proposed transaction is consistent with SUMMARY OF APPLICATION: Applicants Laura J. Riegel, Senior Counsel, at (202)
request an order (‘‘Order’’) that permits: 551–3038, or Robert H. Shapiro, Branch
2 An Investing Fund generally would purchase
(a) Actively managed series of certain Chief, at (202) 551–6821 (Division of
and sell shares of a Fund that operates as an ETF Investment Management, Chief
through secondary market transactions rather than open-end management investment
through principal transactions with the Fund. The companies to issue shares (‘‘Shares’’) Counsel’s Office).
requested relief is intended to cover tranasactions redeemable in large aggregations only SUPPLEMENTARY INFORMATION: The
directly between Funds and Investing Funds. (‘‘Creation Units’’); (b) secondary market
Applicants are not seeking relief from Section 17(a) following is a summary of the
for, and the requested relief will not apply to, transactions in Shares to occur at the application. The complete application
transactions where an ETF could be deemed an next-determined net asset value plus or may be obtained via the Commission’s
affiliated person, or an affiliated person of an minus a market-determined premium or Web site by searching for the file
affiliated person, of an Investing Fund because an discount that may vary during the number, or for an applicant using the
ethrower on DSK3G9T082PROD with NOTICES
investment adviser to the ETF or an entity
controlling, controlled by or under common control trading day; (c) certain series to pay Company name box, at http://
with the investment adviser to the ETF is also an redemption proceeds, under certain www.sec.gov/search/search.htm or by
investment adviser to the Investing Fund. circumstances, more than seven days calling (202) 551–8090.
3 Applicants state that each Investing Fund that
from the tender of Shares for
intends to invest in a Fund in excess of the limits
of section 12(d)(1)(A) would be required to sign an
redemption; (d) certain affiliated 1 Eaton Vance Management, et al., Investment
agreement that the Investing Fund would adhere to persons of the series to deposit Company Act Rel. Nos. 31333 (Nov. 6, 2014)
the terms and conditions of the order. securities into, and receive securities (notice) and 31361 (Dec. 2, 2014) (order).
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![Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51667
Applicants the terms and conditions of the with the policies of each registered
Reference Order. investment company concerned and
1. The Trust is registered as an open- 5. Applicants request that the Order consistent with the general purposes of
end management investment company apply to the Initial Fund and to any the Act; and (3) with respect to the relief
under the Act and is a statutory trust other existing or future open-end requested pursuant to section 12(d)(1)(J)
organized under the laws of Delaware. management investment company or of the Act, the relief is consistent with
Applicants seek relief with respect to series thereof that: (a) Is advised by the the public interest and the protection of
one Fund (as defined below, and that Adviser or any entity controlling, investors.
Fund, the ‘‘Initial Fund’’). The portfolio controlled by, or under common control
positions of each Fund will consist of For the Commission, by the Division of
with the Adviser (any such entity Investment Management, pursuant to
securities and other assets selected and included in the term ‘‘Adviser’’); and (b) delegated authority.
managed by its Adviser or Subadviser operates as an exchange-traded managed Eduardo A. Aleman,
(as defined below) to pursue the Fund’s fund as described in the Reference
investment objective. Assistant Secretary.
Order; and (c) complies with the terms
[FR Doc. 2017–24224 Filed 11–6–17; 8:45 am]
2. The Adviser, a Delaware limited and conditions of the Order and of the
Reference Order, which is incorporated BILLING CODE 8011–01–P
partnership, will be the investment
adviser to the Initial Fund. An Adviser by reference herein (each such company
(as defined below) will serve as or series and Initial Fund, a ‘‘Fund’’).3
investment adviser to each Fund. The 6. Section 6(c) of the Act provides that DEPARTMENT OF STATE
Adviser is, and any other Adviser will the Commission may exempt any [Public Notice: 10177]
be, registered as an investment adviser person, security or transaction, or any
under the Investment Advisers Act of class of persons, securities or 60-Day Notice of Proposed Information
1940 (‘‘Advisers Act’’). The Adviser may transactions, from any provisions of the Collection: Supplemental SIV Chief of
retain one or more subadvisers (each a Act, if and to the extent that such Mission Application
‘‘Subadviser’’) to manage the portfolios exemption is necessary or appropriate
of the Funds. Any Subadviser will be in the public interest and consistent Notice of request for public
ACTION:
registered, or not subject to registration, with the protection of investors and the comment.
under the Advisers Act. purposes fairly intended by the policy
and provisions of the Act. Section 17(b) SUMMARY: The Department of State is
3. The Distributor is a Colorado of the Act authorizes the Commission to seeking Office of Management and
corporation and a broker-dealer exempt a proposed transaction from Budget (OMB) approval for the
registered under the Securities section 17(a) of the Act if evidence information collection described below.
Exchange Act of 1934 and will act as the establishes that the terms of the In accordance with the Paperwork
principal underwriter of Shares of the transaction, including the consideration Reduction Act of 1995, we are
Funds. Applicants request that the to be paid or received, are reasonable requesting comments on this collection
requested relief apply to any distributor and fair and do not involve from all interested individuals and
of Shares, whether affiliated or overreaching on the part of any person organizations. The purpose of this
unaffiliated with the Adviser (included concerned, and the proposed notice is to allow 60 days for public
in the term ‘‘Distributor’’). Any transaction is consistent with the comment preceding submission of the
Distributor will comply with the terms policies of the registered investment collection to OMB.
and conditions of the Order. company and the general purposes of DATES: The Department will accept
Applicants’ Requested Exemptive Relief the Act. Section 12(d)(1)(J) of the Act comments from the public up to January
provides that the Commission may 8, 2018.
4. Applicants seek the requested exempt any person, security, or ADDRESSES: You may submit comments
Order under section 6(c) of the Act for transaction, or any class or classes of by any of the following methods:
an exemption from sections 2(a)(32), persons, securities or transactions, from • Web: Persons with access to the
5(a)(1), 22(d) and 22(e) of the Act and any provision of section 12(d)(1) if the Internet may comment on this notice by
rule 22c–1 under the Act, under exemption is consistent with the public going to www.Regulations.gov. You can
sections 6(c) and 17(b) of the Act for an interest and the protection of investors. search for the document by entering
exemption from sections 17(a)(1) and 7. Applicants submit that for the
‘‘Docket Number: DOS–2017–0041’’ in
17(a)(2) of the Act, and under section reasons stated in the Reference Order:
the Search field. Then click the
12(d)(1)(J) of the Act for an exemption (1) With respect to the relief requested
‘‘Comment Now’’ button and complete
from sections 12(d)(1)(A) and (B) of the pursuant to section 6(c) of the Act, the
the comment form.
Act. The requested Order would permit relief is appropriate, in the public
• Email: PRA_BurdenComments@
applicants to offer exchange-traded interest and consistent with the
state.gov.
managed funds. Because the relief protection of investors and the purposes
You must include the DS form
requested is the same as the relief fairly intended by the policy and
number (if applicable), information
granted by the Commission under the provisions of the Act; (2) with respect to
collection title, and the OMB control
Reference Order and because the the relief request pursuant to section
number in any correspondence.
Adviser has entered into, or anticipates 17(b) of the Act, the proposed
transactions are reasonable and fair and FOR FURTHER INFORMATION CONTACT:
entering into, a licensing agreement
do not involve overreaching on the part Direct requests for additional
with Eaton Vance Management, or an
ethrower on DSK3G9T082PROD with NOTICES
of any person concerned, are consistent information regarding the collection
affiliate thereof in order to offer
listed in this notice, including requests
exchange-traded managed funds,2 the
3 All entities that currently intend to rely on the for copies of the proposed collection
Order would incorporate by reference
Order are named as applicants. Any other entity instrument and supporting documents,
that relies on the Order in the future will comply to S. Taylor at PRA_BurdenComments@
2 Eaton Vance Management has obtained patents with the terms and conditions of the Order and of
with respect to certain aspects of the Funds’ method the Reference Order, which is incorporated by
state.gov.
of operation as exchange-traded managed funds. reference herein. SUPPLEMENTARY INFORMATION:
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Document Created: 2018-10-25 10:27:33
Document Modified: 2018-10-25 10:27:33
| 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 11, 2017. | |
| Contact | Laura J. Riegel, Senior Counsel, at (202) 551-3038, or Robert H. Shapiro, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 51666 |
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