82_FR_58706 82 FR 58469 - Calvert Research and Management and Calvert ETF Trust

82 FR 58469 - Calvert Research and Management and Calvert ETF Trust

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 237 (December 12, 2017)

Page Range58469-58470
FR Document2017-26700

Federal Register, Volume 82 Issue 237 (Tuesday, December 12, 2017) 
[Federal Register Volume 82, Number 237 (Tuesday, December 12, 2017)]
[Notices]
[Pages 58469-58470]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-26700]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32935; 812-14820]


Calvert Research and Management and Calvert ETF Trust

December 6, 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 (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) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act. The requested order would permit (a) index-
based series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations only 
(``Creation Units''); (b) secondary market transactions in Fund shares 
to occur at negotiated market prices rather than at net asset value 
(``NAV''); (c) certain Funds to pay redemption proceeds, under certain 
circumstances, more than seven days after the tender of shares for 
redemption; (d) certain affiliated persons of a Fund to deposit 
securities into, and receive securities from, the Fund in connection 
with the purchase and redemption of Creation Units; and (e) certain 
registered management investment companies and unit investment trusts 
outside of the same group of investment companies as the Funds (``Funds 
of Funds'') to acquire shares of the Funds.

Applicants: Calvert Research and Management (the ``Initial Adviser''), 
a Massachusetts business trust, that is registered as an investment 
adviser under the Investment Advisers Act of 1940 and Calvert ETF Trust 
(the ``Trust''), a Massachusetts business trust that intends to 
register under the Act as an open-end management investment company 
with multiple series.

Filing Date: The application was filed on September 20, 2017 and 
amended on November 14, 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 January 2, 2018, 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, Securities and Exchange Commission, 100 F Street 
NE, Washington, DC 20549-1090; Applicants: 1825 Connecticut Avenue NW, 
Suite 400, Washington, DC 20009.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6821, 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 website 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. Applicants request an order that would allow Funds to operate as 
index exchange traded funds (``ETFs'').\1\ Fund shares will be 
purchased and redeemed at their NAV in Creation Units only. All orders 
to purchase Creation Units and all redemption requests will be placed 
by or through an ``Authorized Participant'', which will have signed a 
participant agreement with the Distributor. Shares will be listed and 
traded individually on a national securities exchange, where share 
prices will be based on the current bid/offer market. Any order 
granting the requested relief would be subject to the

[[Page 58470]]

terms and conditions stated in the application.
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    \1\ Applicants request that the order apply to the new series of 
the Trust, any additional series of the Trust, and any other open-
end management investment company or series thereof (each, included 
in the term ``Fund''), each of which will operate as an ETF and will 
track a specified index comprised of domestic or foreign equity and/
or fixed income securities (each, an ``Underlying Index''). Any Fund 
will (a) be advised by the Initial Adviser or an entity controlling, 
controlled by, or under common control with the Initial Adviser or 
any successor thereto (each, an ``Adviser'') and (b) comply with the 
terms and conditions of the application. For purposes of the 
requested Order, ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
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    2. Each Fund will hold investment positions selected to correspond 
generally to the performance of an Underlying Index. Certain of the 
Funds will track an Underlying Index that is compiled, created, 
sponsored, or maintained by an affiliated person, as defined in section 
2(a)(3) of the Act (``Affiliated Person''), or an affiliated person of 
an Affiliated Person (``Second-Tier Affiliate''), of the Trust or a 
Fund, of the Adviser, of any sub-adviser to or promoter of a Fund, or 
of the Distributor (each a ``Self-Indexing Fund'').\2\
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    \2\ Each Self-Indexing Fund will post on its website the 
identities and quantities of the investment positions that will form 
the basis for the Fund's calculation of its NAV at the end of the 
day. Applicants believe that requiring Self-Indexing Funds to 
maintain full portfolio transparency will help address, together 
with other protections, conflicts of interest with respect to such 
Funds.
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    3. Shares will be purchased and redeemed in Creation Units and 
generally on an in-kind basis. Except where the purchase or redemption 
will include cash under the limited circumstances specified in the 
application, purchasers will be required to purchase Creation Units by 
depositing specified instruments (``Deposit Instruments''), and 
shareholders redeeming their shares will receive specified instruments 
(``Redemption Instruments''). The Deposit Instruments and the 
Redemption Instruments will each correspond pro rata to the positions 
in the Fund's portfolio (including cash positions) except as specified 
in the application.
    4. Because shares will not be individually redeemable, applicants 
request an exemption from section 5(a)(1) and section 2(a)(32) of the 
Act that would permit the Funds to register as open-end management 
investment companies and issue shares that are redeemable in Creation 
Units only.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as secondary market trading in shares 
will take place at negotiated prices, not at a current offering price 
described in a Fund's prospectus, and not at a price based on NAV. 
Applicants state that (a) secondary market trading in shares does not 
involve a Fund as a party and will not result in dilution of an 
investment in shares, and (b) to the extent different prices exist 
during a given trading day, or from day to day, such variances occur as 
a result of third-party market forces, such as supply and demand. 
Therefore, applicants assert that secondary market transactions in 
shares will not lead to discrimination or preferential treatment among 
purchasers. Finally, applicants represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that effect creations and redemptions of 
Creation Units in kind and that are based on certain Underlying Indexes 
that include foreign securities, applicants request relief from the 
requirement imposed by section 22(e) in order to allow such Funds to 
pay redemption proceeds within fifteen calendar days following the 
tender of Creation Units for redemption. Applicants assert that the 
requested relief would not be inconsistent with the spirit and intent 
of section 22(e) to prevent unreasonable, undisclosed or unforeseen 
delays in the actual payment of redemption proceeds.
    7. Applicants request an exemption to permit Funds of Funds to 
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the 
Act; and the Funds, and any principal underwriter for the Funds, and/or 
any broker or dealer registered under the Exchange Act, to sell shares 
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a Fund 
through control or voting power, or in connection with certain 
services, transactions, and underwritings, (ii) excessive layering of 
fees, and (iii) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
investment positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund to sell its shares to and redeem its shares from 
a Fund of Funds, and to engage in the accompanying in-kind transactions 
with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of 
Funds directly from a Fund will be accomplished in accordance with the 
policies of the Fund of Funds and will be based on the NAVs of the 
Funds.
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    \3\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to a Fund of Funds and redemptions of 
those shares. Applicants are not seeking relief from section 17(a) 
for, and the requested relief will not apply to, transactions where 
a Fund could be deemed an Affiliated Person, or a Second-Tier 
Affiliate, of a Fund of Funds because an Adviser or an entity 
controlling, controlled by or under common control with an Adviser 
provides investment advisory services to that Fund of Funds.
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    9. Section 6(c) of the Act permits the Commission to exempt any 
persons or transactions from any provision of the Act if 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 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. 
Section 17(b) of the Act authorizes the Commission to grant an order 
permitting a transaction otherwise prohibited by section 17(a) if it 
finds that (a) the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned; (b) the proposed transaction is consistent with the policies 
of each registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-26700 Filed 12-11-17; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices 58469 and underwriting discounts incurred in SECURITIES AND EXCHANGE should be received by the Commission the offering. The information provided COMMISSION by 5:30 p.m. on January 2, 2018, and on Form 2–E assists the staff in should be accompanied by proof of [Investment Company Act Release No. monitoring the progress of the offering 32935; 812–14820] service on applicants, in the form of an and in determining whether the offering affidavit, or for lawyers, a certificate of has stayed within the limits set for an Calvert Research and Management and service. Pursuant to rule 0–5 under the offering exempt under Regulation E. Calvert ETF Trust Act, hearing requests should state the There has not been a Form 2–E filing nature of the writer’s interest, any facts December 6, 2017. bearing upon the desirability of a since calendar year 2010, when there was one filing of Form 2–E by one AGENCY: Securities and Exchange hearing on the matter, the reason for the respondent. The Commission has Commission (‘‘Commission’’). request, and the issues contested. previously estimated that the total ACTION: Notice. Persons who wish to be notified of a annual burden associated with hearing may request notification by Notice of an application for an order writing to the Commission’s Secretary. information collection and Form 2–E under section 6(c) of the Investment preparation and submission is four Company Act of 1940 (the ‘‘Act’’) for an ADDRESSES: Secretary, Securities and hours per filing. Although there have exemption from sections 2(a)(32), Exchange Commission, 100 F Street NE, been no filings made under this rule 5(a)(1), 22(d), and 22(e) of the Act and Washington, DC 20549–1090; since 2010, we are requesting one rule 22c–1 under the Act, under Applicants: 1825 Connecticut Avenue annual response and an annual burden sections 6(c) and 17(b) of the Act for an NW, Suite 400, Washington, DC 20009. of one hour for administrative purposes. exemption from sections 17(a)(1) and FOR FURTHER INFORMATION CONTACT: Estimates of average burden hours are 17(a)(2) of the Act, and under section Courtney S. Thornton, Senior Counsel, made solely for the purposes of the 12(d)(1)(J) for an exemption from at (202) 551–6821, or Robert H. Shapiro, Paperwork Reduction Act and are not sections 12(d)(1)(A) and 12(d)(1)(B) of Branch Chief, at (202) 551–6821 derived from a comprehensive or even the Act. The requested order would (Division of Investment Management, representative survey or study of the permit (a) index-based series of certain Chief Counsel’s Office). costs of Commission rules and forms. open-end management investment The collection of information under rule SUPPLEMENTARY INFORMATION: The companies (‘‘Funds’’) to issue shares 609 and Form 2–E is mandatory. The following is a summary of the redeemable in large aggregations only information provided under rule 609 application. The complete application (‘‘Creation Units’’); (b) secondary market and Form 2–E will not be kept may be obtained via the Commission’s transactions in Fund shares to occur at confidential. An agency may not website by searching for the file negotiated market prices rather than at conduct or sponsor, and a person is not number, or for an applicant using the net asset value (‘‘NAV’’); (c) certain required to respond to, a collection of Company name box, at http:// Funds to pay redemption proceeds, information unless it displays a www.sec.gov/search/search.htm or by under certain circumstances, more than currently valid OMB control number. calling (202) 551–8090. seven days after the tender of shares for Written comments are invited on: (a) redemption; (d) certain affiliated Summary of the Application Whether the proposed collection of persons of a Fund to deposit securities into, and receive securities from, the 1. Applicants request an order that information is necessary for the proper would allow Funds to operate as index performance of the functions of the Fund in connection with the purchase and redemption of Creation Units; and exchange traded funds (‘‘ETFs’’).1 Fund agency, including whether the shares will be purchased and redeemed information will have practical utility; (e) certain registered management investment companies and unit at their NAV in Creation Units only. All (b) the accuracy of the agency’s estimate orders to purchase Creation Units and of the burden of the collection of investment trusts outside of the same group of investment companies as the all redemption requests will be placed information; (c) ways to enhance the by or through an ‘‘Authorized quality, utility, and clarity of the Funds (‘‘Funds of Funds’’) to acquire shares of the Funds. Participant’’, which will have signed a information collected; and (d) ways to participant agreement with the minimize the burden of the collection of APPLICANTS: Calvert Research and Distributor. Shares will be listed and information on respondents, including Management (the ‘‘Initial Adviser’’), a traded individually on a national through the use of automated collection Massachusetts business trust, that is securities exchange, where share prices techniques or other forms of information registered as an investment adviser will be based on the current bid/offer technology. Consideration will be given under the Investment Advisers Act of market. Any order granting the to comments and suggestions submitted 1940 and Calvert ETF Trust (the requested relief would be subject to the in writing within 60 days of this ‘‘Trust’’), a Massachusetts business trust publication. that intends to register under the Act as 1 Applicants request that the order apply to the Please direct your written comments an open-end management investment new series of the Trust, any additional series of the to Pamela Dyson, Director/Chief company with multiple series. Trust, and any other open-end management FILING DATE: The application was filed investment company or series thereof (each, Information Officer, Securities and included in the term ‘‘Fund’’), each of which will Exchange Commission, C/O Remi on September 20, 2017 and amended on operate as an ETF and will track a specified index Pavlik-Simon, 100 F Street NE, November 14, 2017. comprised of domestic or foreign equity and/or Washington, DC 20549; or send an email HEARING OR NOTIFICATION OF HEARING: An fixed income securities (each, an ‘‘Underlying ethrower on DSK3G9T082PROD with NOTICES Index’’). Any Fund will (a) be advised by the Initial to: PRA_Mailbox@sec.gov. order granting the requested relief will Adviser or an entity controlling, controlled by, or Dated: December 6, 2017. be issued unless the Commission orders under common control with the Initial Adviser or a hearing. Interested persons may any successor thereto (each, an ‘‘Adviser’’) and (b) Eduardo A. Aleman, request a hearing by writing to the comply with the terms and conditions of the Assistant Secretary. application. For purposes of the requested Order, Commission’s Secretary and serving ‘‘successor’’ is limited to an entity that results from [FR Doc. 2017–26671 Filed 12–11–17; 8:45 am] applicants with a copy of the request, a reorganization into another jurisdiction or a BILLING CODE 8011–01–P personally or by mail. Hearing requests change in the type of business organization. VerDate Sep<11>2014 20:03 Dec 11, 2017 Jkt 244001 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 E:\FR\FM\12DEN1.SGM 12DEN1

58470 Federal Register / Vol. 82, No. 237 / Tuesday, December 12, 2017 / Notices terms and conditions stated in the discrimination or preferential treatment transactions with the Fund of Funds.3 application. among purchasers. Finally, applicants The purchase of Creation Units by a 2. Each Fund will hold investment represent that share market prices will Fund of Funds directly from a Fund will positions selected to correspond be disciplined by arbitrage be accomplished in accordance with the generally to the performance of an opportunities, which should prevent policies of the Fund of Funds and will Underlying Index. Certain of the Funds shares from trading at a material be based on the NAVs of the Funds. will track an Underlying Index that is discount or premium from NAV. 9. Section 6(c) of the Act permits the compiled, created, sponsored, or Commission to exempt any persons or 6. With respect to Funds that effect maintained by an affiliated person, as transactions from any provision of the defined in section 2(a)(3) of the Act creations and redemptions of Creation Act if such exemption is necessary or (‘‘Affiliated Person’’), or an affiliated Units in kind and that are based on appropriate in the public interest and person of an Affiliated Person (‘‘Second- certain Underlying Indexes that include consistent with the protection of Tier Affiliate’’), of the Trust or a Fund, foreign securities, applicants request investors and the purposes fairly of the Adviser, of any sub-adviser to or relief from the requirement imposed by intended by the policy and provisions of promoter of a Fund, or of the Distributor section 22(e) in order to allow such the Act. Section 12(d)(1)(J) of the Act (each a ‘‘Self-Indexing Fund’’).2 Funds to pay redemption proceeds provides that the Commission may 3. Shares will be purchased and within fifteen calendar days following exempt any person, security, or redeemed in Creation Units and the tender of Creation Units for transaction, or any class or classes of generally on an in-kind basis. Except redemption. Applicants assert that the persons, securities, or transactions, from where the purchase or redemption will requested relief would not be any provision of section 12(d)(1) if the include cash under the limited inconsistent with the spirit and intent of exemption is consistent with the public circumstances specified in the section 22(e) to prevent unreasonable, interest and the protection of investors. application, purchasers will be required undisclosed or unforeseen delays in the Section 17(b) of the Act authorizes the to purchase Creation Units by actual payment of redemption proceeds. Commission to grant an order depositing specified instruments 7. Applicants request an exemption to permitting a transaction otherwise (‘‘Deposit Instruments’’), and permit Funds of Funds to acquire Fund prohibited by section 17(a) if it finds shareholders redeeming their shares shares beyond the limits of section that (a) the terms of the proposed will receive specified instruments 12(d)(1)(A) of the Act; and the Funds, transaction are fair and reasonable and (‘‘Redemption Instruments’’). The and any principal underwriter for the do not involve overreaching on the part Deposit Instruments and the Funds, and/or any broker or dealer of any person concerned; (b) the Redemption Instruments will each registered under the Exchange Act, to proposed transaction is consistent with correspond pro rata to the positions in sell shares to Funds of Funds beyond the policies of each registered the Fund’s portfolio (including cash the limits of section 12(d)(1)(B) of the investment company involved; and (c) positions) except as specified in the Act. The application’s terms and the proposed transaction is consistent application. conditions are designed to, among other with the general purposes of the Act. 4. Because shares will not be things, help prevent any potential (i) For the Commission, by the Division of individually redeemable, applicants undue influence over a Fund through Investment Management, under delegated request an exemption from section authority. 5(a)(1) and section 2(a)(32) of the Act control or voting power, or in connection with certain services, Eduardo A. Aleman, that would permit the Funds to register as open-end management investment transactions, and underwritings, (ii) Assistant Secretary. companies and issue shares that are excessive layering of fees, and (iii) [FR Doc. 2017–26700 Filed 12–11–17; 8:45 am] redeemable in Creation Units only. overly complex fund structures, which BILLING CODE 8011–01–P 5. Applicants also request an are the concerns underlying the limits exemption from section 22(d) of the Act in sections 12(d)(1)(A) and (B) of the and rule 22c–1 under the Act as Act. SECURITIES AND EXCHANGE secondary market trading in shares will 8. Applicants request an exemption COMMISSION take place at negotiated prices, not at a from sections 17(a)(1) and 17(a)(2) of the [Release No. 34–82227; File No. SR– current offering price described in a Act to permit persons that are Affiliated CboeBZX–2017–007] Fund’s prospectus, and not at a price Persons, or Second Tier Affiliates, of the based on NAV. Applicants state that (a) Funds, solely by virtue of certain Self-Regulatory Organizations; Cboe secondary market trading in shares does ownership interests, to effectuate BZX Exchange, Inc.; Notice of Filing not involve a Fund as a party and will purchases and redemptions in-kind. The and Immediate Effectiveness of a not result in dilution of an investment deposit procedures for in-kind Proposed Rule Change Applicable to in shares, and (b) to the extent different purchases of Creation Units and the Its Equity Options Platform prices exist during a given trading day, redemption procedures for in-kind December 6, 2017. or from day to day, such variances occur redemptions of Creation Units will be as a result of third-party market forces, Pursuant to Section 19(b)(1) of the the same for all purchases and Securities Exchange Act of 1934 such as supply and demand. Therefore, redemptions and Deposit Instruments applicants assert that secondary market and Redemption Instruments will be 3 The requested relief would apply to direct sales transactions in shares will not lead to valued in the same manner as those of shares in Creation Units by a Fund to a Fund of ethrower on DSK3G9T082PROD with NOTICES investment positions currently held by Funds and redemptions of those shares. Applicants 2 Each Self-Indexing Fund will post on its website are not seeking relief from section 17(a) for, and the the Funds. Applicants also seek relief the identities and quantities of the investment requested relief will not apply to, transactions positions that will form the basis for the Fund’s from the prohibitions on affiliated where a Fund could be deemed an Affiliated calculation of its NAV at the end of the day. transactions in section 17(a) to permit a Person, or a Second-Tier Affiliate, of a Fund of Applicants believe that requiring Self-Indexing Fund to sell its shares to and redeem its Funds because an Adviser or an entity controlling, Funds to maintain full portfolio transparency will controlled by or under common control with an help address, together with other protections, shares from a Fund of Funds, and to Adviser provides investment advisory services to conflicts of interest with respect to such Funds. engage in the accompanying in-kind that Fund of Funds. VerDate Sep<11>2014 20:03 Dec 11, 2017 Jkt 244001 PO 00000 Frm 00093 Fmt 4703 Sfmt 4703 E:\FR\FM\12DEN1.SGM 12DEN1


Document Created: 2018-10-25 10:49:33
Document Modified: 2018-10-25 10:49:33
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 September 20, 2017 and amended on November 14, 2017.
ContactCourtney S. Thornton, Senior Counsel, at (202) 551-6821, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 58469 
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