Catalyst Capital Advisors LLC and Mutual Fund Series Trust; Notice of Application, 77175-77177 [2013-30272]

Download as PDF Federal Register / Vol. 78, No. 245 / Friday, December 20, 2013 / Notices Rule 15Ba2–6T and Form MA–T to be approximately $37,900. Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the Commission, including whether the information shall have practical utility; (b) the accuracy of the Commission’s estimates of the burden of the proposed collection of information; (c) ways to enhance the quality, utility, and clarity of the information to be collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. Please direct your written comments to: Thomas Bayer, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE., Washington, DC 20549, or send an email to: PRA_ Mailbox@sec.gov. Dated: December 16, 2013. Kevin M. O’Neill, Deputy Secretary. on June 20, 2013 and November 12, 2013. HEARING OR NOTIFICATION OF HEARING: An order granting the application 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 10, 2014, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants: Adviser, 22 High Street, Huntington, NY 11743 and the Trust, 4020 South 147th Street, Suite 2, Omaha, Nebraska 68137. FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 551– 6970, or Mary Kay Frech, Branch Chief, at (202) 551–6821 (Chief Counsel’s Office). 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 an applicant using the Company name box, at http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. SUPPLEMENTARY INFORMATION: [FR Doc. 2013–30273 Filed 12–19–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 30832; 812–14101] Applicants’ Representations Catalyst Capital Advisors LLC and Mutual Fund Series Trust; Notice of Application December 16, 2013. Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act. ACTION: Summary of Application: Applicants request an order that would permit them to enter into and materially amend subadvisory agreements without shareholder approval. APPLICANTS: Catalyst Capital Advisors LLC (‘‘CCA’’ or the ‘‘Adviser’’) and Mutual Fund Series Trust (formerly Catalyst Funds) (the ‘‘Trust’’). DATES: Filing Dates: The application was filed on December 7, 2012 and amended emcdonald on DSK4SPTVN1PROD with NOTICES SUMMARY: VerDate Mar<15>2010 16:44 Dec 19, 2013 Jkt 232001 1. The Trust is organized as an Ohio business trust and is registered as an open-end management investment company with multiple series. Each series of the Trust has its own investment objective, policies and restrictions, and each is managed by the Adviser and may be managed by various subadvisers.1 1 Applicants request relief with respect to any existing or future series of the Trust and any other existing or future registered open-end management investment company or series thereof that (a) is advised by CCA, including any entity controlling, controlled by or under common control with CCA or its successors (included in the term ‘‘Adviser’’); (b) uses the manager-of-managers structure described in the application (‘‘Manager of Managers Structure’’); and (c) complies with the terms and conditions of the application (each a ‘‘Fund’’ and together, the ‘‘Funds’’). The only existing investment company that currently intends to rely on the requested order is named as an applicant. PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 77175 2. CCA is a New York limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). CCA provides investment management services to the Funds under an investment advisory agreement with the Trust (the ‘‘Advisory Agreement’’).2 The terms of each Advisory Agreement comply or will comply with section 15(a) of the Act. Each Advisory Agreement was or will be approved by the board of trustees of the relevant Fund (the board of trustees of any Fund, a ‘‘Board’’), including by a majority of the trustees who are not ‘‘interested persons’’ (as defined in section 2(a)(19) of the Act) of the Trust or Adviser (the ‘‘Independent Trustees’’), and by the shareholders of the respective Fund in the manner required by sections 15(a) and (c) of the Act and rule 18f–2 thereunder.3 3. Under the terms of each Advisory Agreement, CCA is responsible for the overall management of the business affairs of the Funds’ business affairs and selecting investments in accordance with the Funds’ respective investment objectives, policies and restrictions. For the investment management services that it provides to the Funds, the Adviser receives the fee specified in the Advisory Agreements. In addition, pursuant to each Advisory Agreement, CCA may retain one or more subadvisers for the purpose of managing all or a portion of the assets of the Funds. Pursuant to this authority, the Adviser intends to enter into subadvisory agreements with certain unaffiliated subadvisers (‘‘Subadvisers’’, and such agreements, ‘‘Subadvisory Agreements’’) to provide investment advisory services to the Funds. Each Subadviser to a Fund will be an ‘‘investment adviser’’ as defined in section 2(a)(20)(B) of the Act and registered as an investment adviser under the Advisers Act or not subject to such registration.4 The Adviser will supervise and monitor the Subadvisers, allocate Fund assets to the Subadvisers and periodically recommend to the 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 organization. 2 CCA or another Adviser will enter into substantially similar investment advisory agreements to provide investment management services to each future Fund (each included in the term ‘‘Advisory Agreement’’). Each other Adviser will also be registered as an investment adviser under the Advisers Act. 3 Applicants are not seeking any exemptions with respect to the Advisory Agreements. 4 If the name of any Fund contains the name of a Subadviser, the name of the Adviser will precede the name of the Subadviser. E:\FR\FM\20DEN1.SGM 20DEN1 77176 Federal Register / Vol. 78, No. 245 / Friday, December 20, 2013 / Notices emcdonald on DSK4SPTVN1PROD with NOTICES Board which Subadvisers should be retained or released. The Adviser will compensate the Subadvisers for a Fund out of the advisory fees that are paid to the Adviser under the applicable Advisory Agreement. 4. Applicants request an order to permit the Adviser, subject to Board approval, to select Subadvisers and enter into and materially amend Subadvisory Agreements without obtaining shareholder approval. The terms of the Subadvisory Agreements will comply fully with the requirements of section 15(a) of the Act and the Subadvisory Agreements will be approved by the Board, including a majority of the Independent Trustees as required under section 15(a) and section 15(c) of the Act. Each Fund’s prospectus has contained or will contain, at all times following the approval of the Manager of Managers Structure, the disclosure required by condition 2 below. 5. The requested relief will not extend to any subadviser that is an affiliated person, as defined in section 2(a)(3) of the Act, of the Trust, a Fund or the Adviser (other than by reason of serving as a subadviser to one or more Funds) (‘‘Affiliated Subadviser’’). 6. The Funds will inform shareholders of the hiring of a new Subadviser pursuant to the following procedures (‘‘Modified Notice and Access Procedures’’): (a) Within 90 days after a new Subadviser is hired for any Fund, that Fund will send its shareholders either a Multi-manager Notice or a Multi-manager Notice and Multi-manager Information Statement; 5 and (b) the Fund will make the Multimanager Information Statement available on the Web site identified in the Multi-manager Notice no later than when the Multi-manager Notice (or Multi-manager Notice and Multimanager Information Statement) is first 5 The ‘‘Multi-manager Notice’’ will be modeled on a Notice of Internet Availability as defined in rule 14a–16 under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), and specifically will, among other things: (a) Summarize the relevant information regarding the new Subadviser; (b) inform shareholders that the Multi-manager Information Statement is available on a Web site; (c) provide the Web site address; (d) state the time period during which the Multi-manager Information Statement will remain available on that Web site; (e) provide instructions for accessing and printing the Multi-manager Information Statement; and (f) instruct the shareholder that a paper or email copy of the Multi manager Information Statement may be obtained, without charge, by contacting the Funds. A ‘‘Multi-manager Information Statement’’ will meet the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Exchange Act for an information statement. Multimanager Information Statements will be filed electronically with the Commission via the EDGAR system. VerDate Mar<15>2010 16:44 Dec 19, 2013 Jkt 232001 sent to shareholders, and will maintain it on that Web site for at least 90 days. Applicants’ Legal Analysis 1. Section 15(a) of the Act provides, in relevant part, that it is unlawful for any person to act as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the vote of a majority of the company’s outstanding voting securities. Rule 18f– 2 under the Act provides that each series or class of securities in a series investment company affected by a matter must approve that matter if the Act requires shareholder approval. 2. Section 6(c) 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 provisions of the Act, or from any rule thereunder, 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. Applicants state that the requested relief meets this standard for the reasons discussed below. 3. Applicants assert that the shareholders are relying on the Adviser’s experience to select one or more Subadvisers best suited to achieve a Fund’s investment objectives. Applicants assert that, from the perspective of the investor, the role of the Subadvisers is comparable to that of the individual portfolio managers employed by the Adviser. Applicants state that requiring shareholder approval of each Subadvisory Agreement would impose costs and unnecessary delays on the Funds, and may preclude the Adviser from acting promptly in a manner considered advisable by the Board. Applicants note that the Advisory Agreements and any subadvisory agreement with an Affiliated Subadviser will remain subject to sections 15(a) and (c) of the Act and rule 18f–2 under the Act. Applicants’ Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. Before a Fund may rely on the requested order, the operation of the Fund in the manner described in the application will be approved by a majority of the Fund’s outstanding voting securities, as defined in the Act, or in the case of a Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder(s) PO 00000 Frm 00083 Fmt 4703 Sfmt 4703 before offering shares of that Fund to the public. 2. Each Fund relying on the requested order will disclose in its prospectus the existence, substance, and effect of any order granted pursuant to the application. Each Fund will hold itself out to the public as utilizing the Manager of Managers Structure. The prospectus will prominently disclose that the Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. Funds will inform shareholders of the hiring of a new Subadviser within 90 days after the hiring of the new Subadviser pursuant to the Modified Notice and Access Procedures. 4. The Adviser will not enter into a subadvisory agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Fund. 5. At all times, at least a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the thenexisting Independent Trustees. 6. Whenever a subadviser change is proposed for a Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board minutes, that such change is in the best interests of the Fund and its shareholders, and does not involve a conflict of interest from which the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 7. The Adviser will provide general management services to each Fund, including overall supervisory responsibility for the general management and investment of each Fund’s assets and, subject to review and approval of the Board, will: (a) Set each Fund’s overall investment strategies; (b) evaluate, select and recommend Subadvisers to manage all or a part of each Fund’s assets; (c) allocate and, when appropriate, reallocate each Fund’s assets among one or more Subadvisers; (d) monitor and evaluate the performance of Subadvisers; and (e) implement procedures reasonably designed to ensure that the Subadvisers comply with each Fund’s investment objective, policies and restrictions. 8. No trustee or officer of the Trust or a Fund, or director, manager, or officer of the Adviser, will own, directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person), any interest in a E:\FR\FM\20DEN1.SGM 20DEN1 Federal Register / Vol. 78, No. 245 / Friday, December 20, 2013 / Notices Subadviser, except for (a) ownership of interests in the Adviser or any entity that controls, is controlled by, or is under common control with the Adviser or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publicly traded company that is either a Subadviser or an entity that controls, is controlled by, or is under common control with a Subadviser. 9. In the event the Commission adopts a rule under the Act providing substantially similar relief to that in the order requested in the application, the requested order will expire on the effective date of that rule. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–30272 Filed 12–19–13; 8:45 am] SECURITIES AND EXCHANGE COMMISSION [Release No. 34–71082; File No. SR–BATS– 2013–064] Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Extend the Penny Pilot Program December 16, 2013. emcdonald on DSK4SPTVN1PROD with NOTICES Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 12, 2013, BATS Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BATS’’) filed with the Securities and Exchange Commission (the ‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I and II 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 filed a proposal for the BATS Options Market (‘‘BATS Options’’) to extend through June 30, 2014, the Penny Pilot Program (‘‘Penny Pilot’’) in options classes in certain issues (‘‘Pilot Program’’) previously approved by the Commission.3 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 The rules of BATS Options, including rules applicable to BATS Options’ participation in the Penny Pilot, were approved on January 26, 2010. 2 17 VerDate Mar<15>2010 16:44 Dec 19, 2013 Jkt 232001 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 these 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 aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change BILLING CODE 8011–01–P 1 15 The text of the proposed rule change is available at the Exchange’s Web site at http://www.batstrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. 1. Purpose The purpose of this filing is to extend the Penny Pilot, which was previously approved by the Commission, through June 30, 2014, and to provide a revised date for adding replacement issues to the Pilot Program. The Exchange proposes that any Pilot Program issues that have been delisted may be replaced on the second trading day following January 1, 2014. The replacement issues will be selected based on trading activity for the six month period beginning June 1, 2013, and ending November 30, 2013. The Exchange represents that the Exchange has the necessary system capacity to continue to support operation of the Penny Pilot. The Exchange believes the benefits to public customers and other market participants who will be able to express their true prices to buy and sell options have been demonstrated to outweigh the increase in quote traffic. 2. Statutory Basis The Exchange believes that its proposal is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the See Securities Exchange Act Release No. 61419 (January 26, 2010), 75 FR 5157 (February 1, 2010) (SR–BATS–2009–031). BATS Options commenced operations on February 26, 2010. The Penny Pilot was extended for BATS Options through December 31, 2013. See Securities Exchange Act Release No. 69788 (June 18, 2013), 78 FR 37862 (June 24, 2013) (SR–BATS–2013–030). PO 00000 Frm 00084 Fmt 4703 Sfmt 4703 77177 requirements of Section 6(b) of the Act.4 In particular, the proposal is consistent with Section 6(b)(5) of the Act,5 because it would promote just and equitable principles of trade, remove impediments to, and perfect the mechanism of, a free and open market and a national market system. The Exchange believes that the Pilot Program promotes just and equitable principles of trade by enabling public customers and other market participants to express their true prices to buy and sell options. Accordingly, the Exchange believes that the proposal is consistent with the Act because it will allow the Exchange to extend the Pilot Program prior to its expiration on December 31, 2013. The Exchange notes that this proposal does not propose any new policies or provisions that are unique or unproven, but instead relates to the continuation of an existing program that operates on a pilot basis. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. In this regard, the Exchange notes that the rule change is being proposed in order to continue the Pilot Program, which is a competitive response to analogous programs offered by other options exchanges. The Exchange believes this proposed rule change is necessary to permit fair competition among the options exchanges. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 6 and Rule 19b–4(f)(6) thereunder.7 Because the 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 prior to 30 days from the date on which it was filed, or such shorter time as the 4 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 6 15 U.S.C. 78s(b)(3)(A)(iii). 7 17 CFR 240.19b–4(f)(6). 5 15 E:\FR\FM\20DEN1.SGM 20DEN1

Agencies

[Federal Register Volume 78, Number 245 (Friday, December 20, 2013)]
[Notices]
[Pages 77175-77177]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-30272]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30832; 812-14101]


Catalyst Capital Advisors LLC and Mutual Fund Series Trust; 
Notice of Application

December 16, 2013.

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act.

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SUMMARY: Summary of Application: Applicants request an order that would 
permit them to enter into and materially amend subadvisory agreements 
without shareholder approval.

APPLICANTS: Catalyst Capital Advisors LLC (``CCA'' or the ``Adviser'') 
and Mutual Fund Series Trust (formerly Catalyst Funds) (the ``Trust'').

DATES: Filing Dates: The application was filed on December 7, 2012 and 
amended on June 20, 2013 and November 12, 2013.

HEARING OR NOTIFICATION OF HEARING:  An order granting the application 
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 10, 2014, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: 
Adviser, 22 High Street, Huntington, NY 11743 and the Trust, 4020 South 
147th Street, Suite 2, Omaha, Nebraska 68137.

FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202) 
551-6970, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (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 an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Trust is organized as an Ohio business trust and is 
registered as an open-end management investment company with multiple 
series. Each series of the Trust has its own investment objective, 
policies and restrictions, and each is managed by the Adviser and may 
be managed by various subadvisers.\1\
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    \1\ Applicants request relief with respect to any existing or 
future series of the Trust and any other existing or future 
registered open-end management investment company or series thereof 
that (a) is advised by CCA, including any entity controlling, 
controlled by or under common control with CCA or its successors 
(included in the term ``Adviser''); (b) uses the manager-of-managers 
structure described in the application (``Manager of Managers 
Structure''); and (c) complies with the terms and conditions of the 
application (each a ``Fund'' and together, the ``Funds''). The only 
existing investment company that currently intends to rely on the 
requested order is named as an applicant. 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 organization.
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    2. CCA is a New York limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act''). CCA provides investment management services to the 
Funds under an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\2\ The terms of each Advisory Agreement comply 
or will comply with section 15(a) of the Act. Each Advisory Agreement 
was or will be approved by the board of trustees of the relevant Fund 
(the board of trustees of any Fund, a ``Board''), including by a 
majority of the trustees who are not ``interested persons'' (as defined 
in section 2(a)(19) of the Act) of the Trust or Adviser (the 
``Independent Trustees''), and by the shareholders of the respective 
Fund in the manner required by sections 15(a) and (c) of the Act and 
rule 18f-2 thereunder.\3\
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    \2\ CCA or another Adviser will enter into substantially similar 
investment advisory agreements to provide investment management 
services to each future Fund (each included in the term ``Advisory 
Agreement''). Each other Adviser will also be registered as an 
investment adviser under the Advisers Act.
    \3\ Applicants are not seeking any exemptions with respect to 
the Advisory Agreements.
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    3. Under the terms of each Advisory Agreement, CCA is responsible 
for the overall management of the business affairs of the Funds' 
business affairs and selecting investments in accordance with the 
Funds' respective investment objectives, policies and restrictions. For 
the investment management services that it provides to the Funds, the 
Adviser receives the fee specified in the Advisory Agreements. In 
addition, pursuant to each Advisory Agreement, CCA may retain one or 
more subadvisers for the purpose of managing all or a portion of the 
assets of the Funds. Pursuant to this authority, the Adviser intends to 
enter into subadvisory agreements with certain unaffiliated subadvisers 
(``Subadvisers'', and such agreements, ``Subadvisory Agreements'') to 
provide investment advisory services to the Funds. Each Subadviser to a 
Fund will be an ``investment adviser'' as defined in section 
2(a)(20)(B) of the Act and registered as an investment adviser under 
the Advisers Act or not subject to such registration.\4\ The Adviser 
will supervise and monitor the Subadvisers, allocate Fund assets to the 
Subadvisers and periodically recommend to the

[[Page 77176]]

Board which Subadvisers should be retained or released. The Adviser 
will compensate the Subadvisers for a Fund out of the advisory fees 
that are paid to the Adviser under the applicable Advisory Agreement.
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    \4\ If the name of any Fund contains the name of a Subadviser, 
the name of the Adviser will precede the name of the Subadviser.
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    4. Applicants request an order to permit the Adviser, subject to 
Board approval, to select Subadvisers and enter into and materially 
amend Subadvisory Agreements without obtaining shareholder approval. 
The terms of the Subadvisory Agreements will comply fully with the 
requirements of section 15(a) of the Act and the Subadvisory Agreements 
will be approved by the Board, including a majority of the Independent 
Trustees as required under section 15(a) and section 15(c) of the Act. 
Each Fund's prospectus has contained or will contain, at all times 
following the approval of the Manager of Managers Structure, the 
disclosure required by condition 2 below.
    5. The requested relief will not extend to any subadviser that is 
an affiliated person, as defined in section 2(a)(3) of the Act, of the 
Trust, a Fund or the Adviser (other than by reason of serving as a 
subadviser to one or more Funds) (``Affiliated Subadviser'').
    6. The Funds will inform shareholders of the hiring of a new 
Subadviser pursuant to the following procedures (``Modified Notice and 
Access Procedures''): (a) Within 90 days after a new Subadviser is 
hired for any Fund, that Fund will send its shareholders either a 
Multi-manager Notice or a Multi-manager Notice and Multi-manager 
Information Statement; \5\ and (b) the Fund will make the Multi-manager 
Information Statement available on the Web site identified in the 
Multi-manager Notice no later than when the Multi-manager Notice (or 
Multi-manager Notice and Multi-manager Information Statement) is first 
sent to shareholders, and will maintain it on that Web site for at 
least 90 days.
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    \5\ The ``Multi-manager Notice'' will be modeled on a Notice of 
Internet Availability as defined in rule 14a-16 under the Securities 
Exchange Act of 1934 (``Exchange Act''), and specifically will, 
among other things: (a) Summarize the relevant information regarding 
the new Subadviser; (b) inform shareholders that the Multi-manager 
Information Statement is available on a Web site; (c) provide the 
Web site address; (d) state the time period during which the Multi-
manager Information Statement will remain available on that Web 
site; (e) provide instructions for accessing and printing the Multi-
manager Information Statement; and (f) instruct the shareholder that 
a paper or email copy of the Multi manager Information Statement may 
be obtained, without charge, by contacting the Funds.
    A ``Multi-manager Information Statement'' will meet the 
requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 
14A under the Exchange Act for an information statement. Multi-
manager Information Statements will be filed electronically with the 
Commission via the EDGAR system.
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Applicants' Legal Analysis

    1. Section 15(a) of the Act provides, in relevant part, that it is 
unlawful for any person to act as an investment adviser to a registered 
investment company except pursuant to a written contract that has been 
approved by the vote of a majority of the company's outstanding voting 
securities. Rule 18f-2 under the Act provides that each series or class 
of securities in a series investment company affected by a matter must 
approve that matter if the Act requires shareholder approval.
    2. Section 6(c) 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 provisions of the Act, or 
from any rule thereunder, 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. Applicants state that the requested relief meets this standard for 
the reasons discussed below.
    3. Applicants assert that the shareholders are relying on the 
Adviser's experience to select one or more Subadvisers best suited to 
achieve a Fund's investment objectives. Applicants assert that, from 
the perspective of the investor, the role of the Subadvisers is 
comparable to that of the individual portfolio managers employed by the 
Adviser. Applicants state that requiring shareholder approval of each 
Subadvisory Agreement would impose costs and unnecessary delays on the 
Funds, and may preclude the Adviser from acting promptly in a manner 
considered advisable by the Board. Applicants note that the Advisory 
Agreements and any subadvisory agreement with an Affiliated Subadviser 
will remain subject to sections 15(a) and (c) of the Act and rule 18f-2 
under the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Before a Fund may rely on the requested order, the operation of 
the Fund in the manner described in the application will be approved by 
a majority of the Fund's outstanding voting securities, as defined in 
the Act, or in the case of a Fund whose public shareholders purchase 
shares on the basis of a prospectus containing the disclosure 
contemplated by condition 2 below, by the initial shareholder(s) before 
offering shares of that Fund to the public.
    2. Each Fund relying on the requested order will disclose in its 
prospectus the existence, substance, and effect of any order granted 
pursuant to the application. Each Fund will hold itself out to the 
public as utilizing the Manager of Managers Structure. The prospectus 
will prominently disclose that the Adviser has ultimate responsibility 
(subject to oversight by the Board) to oversee the Subadvisers and 
recommend their hiring, termination, and replacement.
    3. Funds will inform shareholders of the hiring of a new Subadviser 
within 90 days after the hiring of the new Subadviser pursuant to the 
Modified Notice and Access Procedures.
    4. The Adviser will not enter into a subadvisory agreement with any 
Affiliated Subadviser without such agreement, including the 
compensation to be paid thereunder, being approved by the shareholders 
of the applicable Fund.
    5. At all times, at least a majority of the Board will be 
Independent Trustees, and the nomination of new or additional 
Independent Trustees will be placed within the discretion of the then-
existing Independent Trustees.
    6. Whenever a subadviser change is proposed for a Fund with an 
Affiliated Subadviser, the Board, including a majority of the 
Independent Trustees, will make a separate finding, reflected in the 
Board minutes, that such change is in the best interests of the Fund 
and its shareholders, and does not involve a conflict of interest from 
which the Adviser or the Affiliated Subadviser derives an inappropriate 
advantage.
    7. The Adviser will provide general management services to each 
Fund, including overall supervisory responsibility for the general 
management and investment of each Fund's assets and, subject to review 
and approval of the Board, will: (a) Set each Fund's overall investment 
strategies; (b) evaluate, select and recommend Subadvisers to manage 
all or a part of each Fund's assets; (c) allocate and, when 
appropriate, reallocate each Fund's assets among one or more 
Subadvisers; (d) monitor and evaluate the performance of Subadvisers; 
and (e) implement procedures reasonably designed to ensure that the 
Subadvisers comply with each Fund's investment objective, policies and 
restrictions.
    8. No trustee or officer of the Trust or a Fund, or director, 
manager, or officer of the Adviser, will own, directly or indirectly 
(other than through a pooled investment vehicle that is not controlled 
by such person), any interest in a

[[Page 77177]]

Subadviser, except for (a) ownership of interests in the Adviser or any 
entity that controls, is controlled by, or is under common control with 
the Adviser or (b) ownership of less than 1% of the outstanding 
securities of any class of equity or debt of any publicly traded 
company that is either a Subadviser or an entity that controls, is 
controlled by, or is under common control with a Subadviser.
    9. In the event the Commission adopts a rule under the Act 
providing substantially similar relief to that in the order requested 
in the application, the requested order will expire on the effective 
date of that rule.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-30272 Filed 12-19-13; 8:45 am]
BILLING CODE 8011-01-P