The Advisors' Inner Circle Fund, Cambiar Investors, LLC and SEI Investments Distribution Co., 20428-20429 [2021-07952]

Download as PDF 20428 Federal Register / Vol. 86, No. 73 / Monday, April 19, 2021 / Notices III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act 17 and Rule 19b– 4(f)(6) 18 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–07959 Filed 4–16–21; 8:45 am] Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– MIAX–2021–09 on the subject line. BILLING CODE 8011–01–P Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–MIAX–2021–09. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the The Advisors’ Inner Circle Fund, Cambiar Investors, LLC and SEI Investments Distribution Co. 17 15 jbell on DSKJLSW7X2PROD with NOTICES submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal 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–MIAX–2021–09 and should be submitted on or before May 10, 2021. U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 18 17 VerDate Sep<11>2014 17:11 Apr 16, 2021 Jkt 253001 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34244; File No. 812–15191] April 13, 2021. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 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), and 22(d) of the Act and rule 22c–1 under the Act, and 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. APPLICANTS: The Advisor’s Inner Circle Fund (the ‘‘Trust’’), Cambiar Investors, LLC (the ‘‘Initial Adviser’’), and SEI Investments Distribution Co. (the ‘‘Distributor’’). 19 17 PO 00000 CFR 200.30–3(a)(12). Frm 00068 Fmt 4703 Sfmt 4703 Applicants request an order (‘‘Order’’) that permits: (a) ActiveShares ETFs (as described in the Reference Order (as defined below)) to issue shares (‘‘Shares’’) redeemable in large aggregations only (‘‘creation units’’); (b) secondary market transactions in Shares to occur at negotiated market prices rather than at net asset value; and (c) certain affiliated persons of an ActiveShares ETF to deposit securities into, and receive securities from, the ActiveShares ETF in connection with the purchase and redemption of creation units. The relief in the Order would incorporate by reference terms and conditions of the same relief 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 January 7, 2021 and amended on March 30 2021. 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 emailing the Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants with a copy of the request by email. Hearing requests should be received by the Commission by 5:30 p.m. on May 10, 2021, 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 emailing the Commission’s Secretary at Secretarys-Office@sec.gov. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: The Advisors’ Inner Circle Fund, MBeattie@seic.com; Cambiar Investors, LLC, bbarish@cambiar.com; SEI Investments Distribution Co., JMunch@ seic.com; Morgan, Lewis & Bockius LLP, Sean.Graber@morganlewis.com. SUMMARY OF APPLICATION: 1 Precidian ETFs Trust, et al., Investment Company Act Release Nos. 33440 (April 8, 2019) (notice) and 33477 (May 20, 2019) (order). Applicants are not seeking relief under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and 12(d)(1)(B) of the Act (the ‘‘Section 12(d)(1) Relief’’), and relief 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 relating to the Section 12(d)(1) Relief, as granted in the Reference Order. Accordingly, to the extent the terms and conditions of the Reference Order relate to such relief, they are not incorporated by reference into the Order. E:\FR\FM\19APN1.SGM 19APN1 Federal Register / Vol. 86, No. 73 / Monday, April 19, 2021 / Notices FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, at (202) 551–6990 or Trace W. Rakestraw, Branch Chief, at (202) 551–6825 (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 https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants 1. The Trust is a business trust established under the laws of Massachusetts and will consist of one or more series operating as ActiveShares ETFs. The Trust is registered as an open-end management investment company under the Act. Applicants seek relief with respect to Funds (as defined below), including three initial Funds (‘‘Initial Funds’’). The Funds will operate as ActiveShares ETFs as described in the Reference Order.2 2. The Initial Adviser, a Delaware limited liability company, will be the investment adviser to the Initial Funds. An Adviser (as defined below) will serve as investment adviser to each Fund. The Initial 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 enter into sub-advisory agreements with other investment advisers to act as subadvisers with respect to the Funds (each a ‘‘Sub-Adviser’’). Any Sub-Adviser will be registered under the Advisers Act. 3. The Distributor is a Pennsylvania corporation and a broker-dealer registered under the Securities Exchange Act of 1934, as amended, 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 and/or Sub-Adviser (included in the term ‘‘Distributor’’). Any Distributor will comply with the terms and conditions of the Order. jbell on DSKJLSW7X2PROD with NOTICES Applicants’ Requested Exemptive Relief 4. Applicants seek the requested Order under section 6(c) of the Act for 2 To facilitate arbitrage, an ActiveShares ETF disseminates a ‘‘verified intraday indicative value’’ or ‘‘VIIV,’’ reflecting the value of its portfolio holdings, calculated every second during the trading day. To protect the identity and weightings of its portfolio holdings, an ActiveShares ETF sells and redeems its Shares in creation units to authorized participants only through an unaffiliated broker-dealer acting on an agency basis. VerDate Sep<11>2014 17:11 Apr 16, 2021 Jkt 253001 an exemption from sections 2(a)(32), 5(a)(1), and 22(d) of the Act and rule 22c–1 under the Act, and 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. The requested Order would permit applicants to offer ActiveShares ETFs. Because the relief requested is the same as certain of the relief granted by the Commission under the Reference Order and because the Initial Adviser has entered into a license agreement with Precidian Investments LLC, or an affiliate thereof, in order to offer ActiveShares ETFs,3 the Order would incorporate by reference the terms and conditions of the same relief of the Reference Order. 5. Applicants request that the Order apply to the Initial Funds and to any other existing or future registered openend management investment company or series thereof that: (a) Is advised by the Initial Adviser or any entity controlling, controlled by, or under common control with the Initial Adviser (any such entity, along with the Initial Adviser, included in the term ‘‘Adviser’’); (b) operates as an ActiveShares ETF as described in the Reference Order; and (c) complies with the terms and conditions of the Order and the terms and conditions of the Reference Order that are incorporated by reference into the Order (each such company or series and each Initial Fund, a ‘‘Fund’’).4 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 transaction is consistent with the policies of the registered investment company and the 3 Aspects of the Funds are covered by intellectual property rights, including but not limited to those which are described in one or more patent applications. 4 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 the terms and conditions of the Reference Order that are incorporated by reference into the Order. PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 20429 general purposes of the Act. Applicants submit that for the reasons stated in the Reference Order the requested relief meets the exemptive standards under sections 6(c) and 17(b) of the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–07952 Filed 4–16–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Sunshine Act Meeting; Cancellation FEDERAL REGISTER CITATION OF PREVIOUS ANNOUNCEMENT: 86 FR 19063, April 12, 2021. PREVIOUSLY ANNOUNCED TIME AND DATE OF THE MEETING: Thursday, April 15, 2021 at 2:00 p.m. The Closed Meeting scheduled for Thursday, April 15, 2021 at 2:00 p.m., has been cancelled. CHANGES IN THE MEETING: CONTACT PERSON FOR MORE INFORMATION: For further information; please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551–5400. Dated: April 15, 2021. Vanessa A. Countryman, Secretary. [FR Doc. 2021–08121 Filed 4–15–21; 4:15 pm] BILLING CODE 8011–01–P SMALL BUSINESS ADMINISTRATION Data Collection Available for Public Comments 60-day notice and request for comments. ACTION: The Small Business Administration (SBA) intends to request approval, from the Office of Management and Budget (OMB) for the collection of information described below. The Paperwork Reduction Act (PRA) requires federal agencies to publish a notice in the Federal Register concerning each proposed collection of information before submission to OMB, and to allow 60 days for public comment in response to the notice. This notice complies with that requirement. DATES: Submit comments on or before June 18, 2021. ADDRESSES: Send all comments to Amy Garcia, Veterans Business Analyst, Office of Veterans, Small Business Administration. SUMMARY: E:\FR\FM\19APN1.SGM 19APN1

Agencies

[Federal Register Volume 86, Number 73 (Monday, April 19, 2021)]
[Notices]
[Pages 20428-20429]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-07952]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34244; File No. 812-15191]


The Advisors' Inner Circle Fund, Cambiar Investors, LLC and SEI 
Investments Distribution Co.

April 13, 2021.
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), and 22(d) of the Act and rule 22c-1 under the Act, 
and 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.

Applicants: The Advisor's Inner Circle Fund (the ``Trust''), Cambiar 
Investors, LLC (the ``Initial Adviser''), and SEI Investments 
Distribution Co. (the ``Distributor'').

Summary of Application: Applicants request an order (``Order'') that 
permits: (a) ActiveShares ETFs (as described in the Reference Order (as 
defined below)) to issue shares (``Shares'') redeemable in large 
aggregations only (``creation units''); (b) secondary market 
transactions in Shares to occur at negotiated market prices rather than 
at net asset value; and (c) certain affiliated persons of an 
ActiveShares ETF to deposit securities into, and receive securities 
from, the ActiveShares ETF in connection with the purchase and 
redemption of creation units. The relief in the Order would incorporate 
by reference terms and conditions of the same relief 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\ Precidian ETFs Trust, et al., Investment Company Act Release 
Nos. 33440 (April 8, 2019) (notice) and 33477 (May 20, 2019) 
(order). Applicants are not seeking relief under section 12(d)(1)(J) 
of the Act for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act (the ``Section 12(d)(1) Relief''), and relief 
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 relating to the Section 
12(d)(1) Relief, as granted in the Reference Order. Accordingly, to 
the extent the terms and conditions of the Reference Order relate to 
such relief, they are not incorporated by reference into the Order.

Filing Date: The application was filed on January 7, 2021 and amended 
---------------------------------------------------------------------------
on March 30 2021.

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 emailing the Commission's 
Secretary at [email protected] and serving applicants with a 
copy of the request by email. Hearing requests should be received by 
the Commission by 5:30 p.m. on May 10, 2021, 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 emailing the 
Commission's Secretary at [email protected].

ADDRESSES: The Commission: [email protected]. Applicants: The 
Advisors' Inner Circle Fund, [email protected].com; Cambiar Investors, LLC, 
[email protected]; SEI Investments Distribution Co., [email protected]; 
Morgan, Lewis & Bockius LLP, [email protected].

[[Page 20429]]


FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990 or Trace W. Rakestraw, Branch Chief, at (202) 551-
6825 (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 https://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants

    1. The Trust is a business trust established under the laws of 
Massachusetts and will consist of one or more series operating as 
ActiveShares ETFs. The Trust is registered as an open-end management 
investment company under the Act. Applicants seek relief with respect 
to Funds (as defined below), including three initial Funds (``Initial 
Funds''). The Funds will operate as ActiveShares ETFs as described in 
the Reference Order.\2\
---------------------------------------------------------------------------

    \2\ To facilitate arbitrage, an ActiveShares ETF disseminates a 
``verified intraday indicative value'' or ``VIIV,'' reflecting the 
value of its portfolio holdings, calculated every second during the 
trading day. To protect the identity and weightings of its portfolio 
holdings, an ActiveShares ETF sells and redeems its Shares in 
creation units to authorized participants only through an 
unaffiliated broker-dealer acting on an agency basis.
---------------------------------------------------------------------------

    2. The Initial Adviser, a Delaware limited liability company, will 
be the investment adviser to the Initial Funds. An Adviser (as defined 
below) will serve as investment adviser to each Fund. The Initial 
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 enter into sub-advisory agreements with other 
investment advisers to act as sub-advisers with respect to the Funds 
(each a ``Sub-Adviser''). Any Sub-Adviser will be registered under the 
Advisers Act.
    3. The Distributor is a Pennsylvania corporation and a broker-
dealer registered under the Securities Exchange Act of 1934, as 
amended, 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 and/or Sub-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), and 22(d) of the 
Act and rule 22c-1 under the Act, and 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. The requested Order would permit applicants to offer ActiveShares 
ETFs. Because the relief requested is the same as certain of the relief 
granted by the Commission under the Reference Order and because the 
Initial Adviser has entered into a license agreement with Precidian 
Investments LLC, or an affiliate thereof, in order to offer 
ActiveShares ETFs,\3\ the Order would incorporate by reference the 
terms and conditions of the same relief of the Reference Order.
---------------------------------------------------------------------------

    \3\ Aspects of the Funds are covered by intellectual property 
rights, including but not limited to those which are described in 
one or more patent applications.
---------------------------------------------------------------------------

    5. Applicants request that the Order apply to the Initial Funds and 
to any other existing or future registered open-end management 
investment company or series thereof that: (a) Is advised by the 
Initial Adviser or any entity controlling, controlled by, or under 
common control with the Initial Adviser (any such entity, along with 
the Initial Adviser, included in the term ``Adviser''); (b) operates as 
an ActiveShares ETF as described in the Reference Order; and (c) 
complies with the terms and conditions of the Order and the terms and 
conditions of the Reference Order that are incorporated by reference 
into the Order (each such company or series and each Initial Fund, a 
``Fund'').\4\
---------------------------------------------------------------------------

    \4\ 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 the terms and conditions of the Reference Order that are 
incorporated by reference into the Order.
---------------------------------------------------------------------------

    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 transaction is consistent 
with the policies of the registered investment company and the general 
purposes of the Act. Applicants submit that for the reasons stated in 
the Reference Order the requested relief meets the exemptive standards 
under sections 6(c) and 17(b) of the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-07952 Filed 4-16-21; 8:45 am]
BILLING CODE 8011-01-P
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