51666 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 

2An Investing Fund generally would purchase 

and sell shares of a Fund that operates as an ETF 

through secondary market transactions rather than 

through principal transactions with the Fund. The 

requested relief is intended to cover tranasactions 

directly between Funds and Investing Funds. 

Applicants are not seeking relief from Section 17(a) 

for, and the requested relief will not apply to, 

transactions where an ETF could be deemed an 

affiliated person, or an affiliated person of an 

affiliated person, of an Investing Fund because an 

investment adviser to the ETF or an entity 

controlling, controlled by or under common control 

with the investment adviser to the ETF is also an 

investment adviser to the Investing Fund. 

3Applicants state that each Investing Fund that 

intends to invest in a Fund in excess of the limits 

of section 12(d)(1)(A) would be required to sign an 

agreement that the Investing Fund would adhere to 

the terms and conditions of the order. 

1Eaton Vance Management, et al., Investment 

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

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

or dealer registered under the Exchange 

Act to sell shares of the Funds to the 

Investing Funds in excess of the limits 

in section 12(d)(1)(B) of the Act. 

Applicants also request an order of 

exemption under sections 6(c) and 17(b) 

of the Act from the prohibition on 

certain affiliated transactions in section 

17(a) of the Act to the extent necessary 

to permit the Funds to sell their shares 

to, and redeem their shares from, the 

Investing Funds.2 Applicants state that 

such transactions will be consistent 

with the policies of each Fund and each 

Investing Fund and with the general 

purposes of the Act and will be based 

on the net asset values of the Funds. 

2. Applicants agree that any order 

granting the requested relief will be 

subject to the terms and conditions 

stated in the application.3 Such terms 

and conditions are designed to, among 

other things, help prevent any potential 

(i) undue influence over a Fund that is 

not in the same ‘‘group of investment 

companies’’ as the Investing 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. 

3. 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. 

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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–24225 Filed 11–6–17; 8:45 am] 

BILLING CODE 8011–01–P 

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

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. 


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Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51667 

2Eaton Vance Management has obtained patents 

with respect to certain aspects of the Funds’ method 

of operation as exchange-traded managed funds. 

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. 

Applicants 

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 

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. 

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. 2017–24224 Filed 11–6–17; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 10177] 

60-Day Notice of Proposed Information 

Collection: Supplemental SIV Chief of 

Mission Application 

ACTION: Notice of request for public 

comment. 

SUMMARY: The Department of State is 

seeking Office of Management and 

Budget (OMB) approval for the 

information collection described below. 

In accordance with the Paperwork 

Reduction Act of 1995, we are 

requesting comments on this collection 

from all interested individuals and 

organizations. The purpose of this 

notice is to allow 60 days for public 

comment preceding submission of the 

collection to OMB. 

DATES: The Department will accept 

comments from the public up to January 

8, 2018. 

ADDRESSES: You may submit comments 

by any of the following methods: 

• Web: Persons with access to the 

Internet may comment on this notice by 

going to www.Regulations.gov. You can 

search for the document by entering 

‘‘Docket Number: DOS–2017–0041’’ in 

the Search field. Then click the 

‘‘Comment Now’’ button and complete 

the comment form. 

• Email: PRA_BurdenComments@

state.gov. 

You must include the DS form 

number (if applicable), information 

collection title, and the OMB control 

number in any correspondence. 

FOR FURTHER INFORMATION CONTACT: 

Direct requests for additional 

information regarding the collection 

listed in this notice, including requests 

for copies of the proposed collection 

instrument and supporting documents, 

to S. Taylor at PRA_BurdenComments@

state.gov. 

SUPPLEMENTARY INFORMATION: 


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