51660 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 

14 17 CFR 200.30–3(a)(12). 

1Eaton Vance Management, et al., Investment 

Company Act Rel. Nos. 31333 (Nov. 6, 2014) 

(notice) and 31361 (Dec. 2, 2014) (order). 

2Eaton Vance Management has obtained patents 

with respect to certain aspects of the Funds’ method 

of operation as exchange-traded managed funds. 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–FINRA– 

2017–033 and should be submitted on 

or before November 28, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24131 Filed 11–6–17; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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

FILING DATE: The application was filed 

on October 4, 2017 and amended 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 openend 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 brokerdealer 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 


ethrower on DSK3G9T082PROD with NOTICES
Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51661 

3All 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. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78f(b). 

4 15 U.S.C. 78f(b)(4). 

5 15 U.S.C. 78f(b)(5). 

the terms and conditions of the 

Reference Order. 

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

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81996; File No. SR– 

NYSEAMER–2017–27] 

Self-Regulatory Organizations; NYSE 

American LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Annual Listing 

Fees for Common Stocks and 

Warrants 

November 1, 2017. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on October 

25, 2017, NYSE American LLC (‘‘NYSE 

American’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

annual listing fees for common stocks 

and warrants. The proposed change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend 

Section 141 of the NYSE American 

Company Guide to amend certain of its 

listing fee provisions. The amended fees 

will take effect in the 2018 calendar 

year. The following are the proposed fee 

increases: 

• The annual fee for a common stock 

with 50 million shares or less 

outstanding would increase from 

$35,000 to $40,000. 

• The annual fee for a common stock 

with more than 50 million and up to 75 

million shares outstanding would 

increase from $45,000 to $50,000. 

• The annual fee for a common stock 

with more than 75 million shares 

outstanding would increase from 

$50,000 to $60,000. 

• The flat annual fee applicable to 

warrants would increase from $5,000 to 

$10,000. 

As described below, the Exchange 

proposes to make the aforementioned 

fee increases to better reflect the 

Exchange’s costs related to listing equity 

securities and the corresponding value 

of such listing to issuers. 

The Exchange also proposes to 

remove a number of references in 

Section 141 to fees that are no longer 

applicable as they were superseded by 

new fee rates specified in the rule text. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,3 in general, and 

furthers the objectives of Section 

6(b)(4) 4 of the Act, in particular, in that 

it is designed to provide for the 

equitable allocation of reasonable dues, 

fees, and other charges. The Exchange 

also believes that the proposed rule 

change is consistent with Section 6(b)(5) 

of the Act,5 in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 


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