Guardian Variable Products Trust and Park Avenue Institutional Advisers LLC; Notice of Application, 4441-4442 [2017-00628]

Download as PDF Federal Register / Vol. 82, No. 9 / Friday, January 13, 2017 / Notices available publicly. All submissions should refer to File Number SR– BatsBZX–2016–90 and should be submitted on or before February 3, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–00611 Filed 1–12–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32420; 812–14627] Guardian Variable Products Trust and Park Avenue Institutional Advisers LLC; Notice of Application January 9, 2017. Securities and Exchange Commission (‘‘Commission’’). 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, as well as from certain disclosure requirements in rule 20a–1 under the Act, Item 19(a)(3) of Form N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and Sections 6– 07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). The requested exemption would permit an investment adviser to hire and replace certain sub-advisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. AGENCY: Guardian Variable Products Trust (the ‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series (each, a ‘‘Subadvised Series’’), and Park Avenue Institutional Advisers LLC, a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (the ‘‘Adviser,’’ and, together with the Trust, the ‘‘Applicants’’). FILING DATES: The application was filed March 16, 2016, and amended on September 8, 2016. 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 asabaliauskas on DSK3SPTVN1PROD with NOTICES APPLICANTS: 19 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 19:06 Jan 12, 2017 Jkt 241001 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 February 3, 2017, and should be accompanied by proof of service on the 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: Richard T. Potter, The Guardian Life Insurance Company of America, Law Department, H–23–G, Suite 300, 7 Hanover Square, New York, New York 10004. FOR FURTHER INFORMATION CONTACT: Kyle R. Ahlgren, Senior Counsel, at (202) 551–6857, or Holly L. Hunter-Ceci, 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 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 Adviser will serve as the investment adviser to the Subadvised Series pursuant to an investment management agreement with the Trust (the ‘‘Investment Management Agreement’’).1 The Adviser will provide the Subadvised Series with continuous investment management subject to the supervision of the Trust’s board of trustees (the ‘‘Board’’). The Investment Management Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more subadvisers (each, a ‘‘Sub-Adviser’’ and collectively, the ‘‘Sub-Advisers’’) the responsibility to provide the day-to-day portfolio investment management of each Subadvised Series, subject to the supervision and direction of the 1 Applicants request relief with respect to the Applicants, any existing or future series of the Trust (the ‘‘Series’’), and any Subadvised Series. For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization. PO 00000 Frm 00163 Fmt 4703 Sfmt 4703 4441 Adviser. The primary responsibility for managing the Subadvised Series will remain vested in the Adviser. The Adviser will evaluate, allocate assets to and oversee the Sub-Advisers, and make recommendations about their hiring, termination and replacement to the Board, at all times subject to the authority of the Board. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to select certain SubAdvisers 2 pursuant to sub-advisory agreements (each, a ‘‘Sub-Advisory Agreement’’ and collectively, the SubAdvisory Agreements’’) and materially amend Sub-Advisory Agreements without obtaining the shareholder approval required under section 15(a) of the Act and rule 18f–2 under the Act. Applicants also seek an exemption from the Disclosure Requirements to permit a Subadvised Series to disclose (as both a dollar amount and a percentage of the Subadvised Series’ net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Sub-Advisers; (b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each Affiliated Sub-Adviser (collectively, ‘‘Aggregate Fee Disclosure’’). 3. Applicants agree that any order granting the requested relief will be subject to the terms and conditions stated in the application. Such terms and conditions provide for, among other safeguards, appropriate disclosure to Subadvised Series’ shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of Subadvised Series’ shareholders. 4. 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 any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes 2 The requested relief will extend to certain advisers that meet the definition of ‘‘wholly-owned subsidiary’’ in section 2(a)(43) of the Act (‘‘WhollyOwned Sub-Advisers’’) and certain other advisers that are not ‘‘affiliated persons’’ (as such term is defined in section 2(a)(3) of the Act) of the Series or the Adviser, except to the extent that an affiliation arises solely because the sub-adviser serves as sub-adviser to one or more Series (each, a ‘‘Non-Affiliated Sub-Adviser’’ and collectively, the ‘‘Non-Affiliated Sub-Advisers’’). The requested relief will not extend to any sub-adviser, other than a Wholly-Owned Sub-Adviser, who is an ‘‘affiliated person’’ (as such term is defined in section 2(a)(3) of the 1940 Act) of the Subadvised Series or of the Adviser, other than by reason of serving as a subadviser to one or more of the Subadvised Series (each, an ‘‘Affiliated Sub-Adviser’’ and collectively, the ‘‘Affiliated Sub-Advisers’’). E:\FR\FM\13JAN1.SGM 13JAN1 4442 Federal Register / Vol. 82, No. 9 / Friday, January 13, 2017 / Notices fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the application, the Investment Management Agreement will remain subject to shareholder approval, while the role of the Sub-Advisers will be substantially equivalent to the role of individual portfolio managers, so that requiring shareholder approval of SubAdvisory Agreements would impose unnecessary delays and expenses on the Subadvised Series. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the Sub-Advisers that are more advantageous for the Subadvised Series. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–00628 Filed 1–12–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–79761; File No. SR– BatsEDGX–2016–75] Self-Regulatory Organizations; Bats EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Modify Fees for Connectivity and Its Communication and Routing Service Known as Bats Connect asabaliauskas on DSK3SPTVN1PROD with NOTICES January 9, 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 December 27, 2016, Bats EDGX Exchange, Inc. (‘‘Exchange’’ or ‘‘EDGX’’) 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 Exchange has designated the proposed rule change as one establishing or changing a member due, fee, or other charge imposed by the Exchange under Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b–4(f)(2) thereunder,4 which renders the proposed rule change effective upon filing with the Commission. The Commission is publishing this notice to solicit 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b–4(f)(2). 19:06 Jan 12, 2017 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend the fee schedule applicable to Members5 and non-members of the Exchange pursuant to EDGX Rules 15.1(a) and (c) to modify its fees for its equity options platform (‘‘EDGX Options’’) for physical ports and for the use of a communication and routing service known as Bats Connect. The text of the proposed rule change is available at the Exchange’s Web site at www.bats.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 Exchange 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 parts of such statements. (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to amend the fee schedule for EDGX Options to modify its fees for physical ports and for the use of a communication and routing service known as Bats Connect. Each of these proposed changes are described below. Physical Ports A physical port is utilized by a Member or non-Member to connect to the Exchange at the data centers where the Exchange’s servers are located. The Exchange currently maintains a presence in two third-party data centers: (i) The primary data center where the Exchange’s business is primarily conducted on a daily basis, and (ii) a secondary data center, which is predominantly maintained for business continuity purposes. The Exchange 5 The term ‘‘Member’’ is defined as ‘‘any registered broker or dealer that has been admitted to membership in the Exchange.’’ See Exchange Rule 1.5(n). 2 17 VerDate Sep<11>2014 comments on the proposed rule change from interested persons. Jkt 241001 PO 00000 Frm 00164 Fmt 4703 Sfmt 4703 currently assesses the following physical connectivity fees for Members and non-Members on a monthly basis: $2,000 per physical port that connects to the System 6 via 1 gigabyte circuit; and $4,000 per physical port that connects to the System via 10 gigabyte circuit. The Exchange proposes to increase the fee per physical port that connects to the System via a 10 gigabyte circuit from $4,000 per month to $6,000 per month in order cover its increased infrastructure costs associated with establishing physical ports to connect to the Exchange’s Systems and enable it to continue to maintain and improve its market technology and services. The Exchange does not propose to amend the fee for a 1 gigabyte circuit, which will remain $2,000 per month. Bats Connect The Exchange proposes to increase select fees related to the use of Bats Connect. Bats Connect is offered by the Exchange on a voluntary basis in a capacity similar to a vendor.7 In sum, Bats Connect is a communication service that provides subscribers an additional means to receive market data from and route orders to any destination connected to the Exchange’s network. Bats Connect does not provide any advantage to subscribers for connecting to the Exchange’s affiliates 8 as compared to other methods of connectivity. The servers of the subscriber need not be located in the same facilities as the Exchange in order to subscribe to Bats Connect. Subscribers may also seek to utilize Bats Connect in the event of a market disruption where other alternative connection methods become unavailable. The Exchange charges a monthly connectivity fee to subscribers utilizing Bats Connect to route orders to other exchanges and broker-dealers that are connected to the Exchange’s network via unicast access. The amount of the connectivity fee varies based solely on the bandwidth selected by the subscriber. Specifically, as set forth under the Unicast Access—Order Entry section of the fee schedule, the Exchange charges $350 for 1 Mb, $700 for 5 Mb, $950 for 10 Mb, $1,500 for 25 Mb, $2,500 for 50 Mb, and $3,500 for 100 Mb. The Exchange proposes to 6 The term ‘‘System’’ is defined as ‘‘the automated trading system used by EDGX Options for the trading of options contracts.’’ See Exchange Rule 11.16(a)(59) [sic]. 7 See Exchange Rule 13.9. 8 The Exchange’s affiliated exchanges are Bats EDGA Exchange, Inc. (‘‘EDGA’’), Bats BYX Exchange, Inc. (‘‘BYX’’), and Bats BZX Exchange, Inc. (‘‘BZX’’). E:\FR\FM\13JAN1.SGM 13JAN1

Agencies

[Federal Register Volume 82, Number 9 (Friday, January 13, 2017)]
[Notices]
[Pages 4441-4442]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-00628]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32420; 812-14627]


Guardian Variable Products Trust and Park Avenue Institutional 
Advisers LLC; Notice of Application

January 9, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

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, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

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Applicants:  Guardian Variable Products Trust (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series (each, a 
``Subadvised Series''), and Park Avenue Institutional Advisers LLC, a 
Delaware limited liability company registered as an investment adviser 
under the Investment Advisers Act of 1940 (the ``Adviser,'' and, 
together with the Trust, the ``Applicants'').

Filing Dates:  The application was filed March 16, 2016, and amended on 
September 8, 2016.

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 February 3, 2017, and should be accompanied by proof of service 
on the 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: Richard T. Potter, 
The Guardian Life Insurance Company of America, Law Department, H-23-G, 
Suite 300, 7 Hanover Square, New York, New York 10004.

For Further Information Contact: Kyle R. Ahlgren, Senior Counsel, at 
(202) 551-6857, or Holly L. Hunter-Ceci, 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 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 Adviser will serve as the investment adviser to the 
Subadvised Series pursuant to an investment management agreement with 
the Trust (the ``Investment Management Agreement'').\1\ The Adviser 
will provide the Subadvised Series with continuous investment 
management subject to the supervision of the Trust's board of trustees 
(the ``Board''). The Investment Management Agreement permits the 
Adviser, subject to the approval of the Board, to delegate to one or 
more sub-advisers (each, a ``Sub-Adviser'' and collectively, the ``Sub-
Advisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Subadvised Series, subject to the 
supervision and direction of the Adviser. The primary responsibility 
for managing the Subadvised Series will remain vested in the Adviser. 
The Adviser will evaluate, allocate assets to and oversee the Sub-
Advisers, and make recommendations about their hiring, termination and 
replacement to the Board, at all times subject to the authority of the 
Board.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to the Applicants, 
any existing or future series of the Trust (the ``Series''), and any 
Subadvised Series. For purposes of the requested order, 
``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
---------------------------------------------------------------------------

    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to select certain Sub-Advisers \2\ pursuant to sub-
advisory agreements (each, a ``Sub-Advisory Agreement'' and 
collectively, the Sub-Advisory Agreements'') and materially amend Sub-
Advisory Agreements without obtaining the shareholder approval required 
under section 15(a) of the Act and rule 18f-2 under the Act. Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subadvised Series to disclose (as both a dollar amount and a percentage 
of the Subadvised Series' net assets): (a) The aggregate fees paid to 
the Adviser and any Wholly-Owned Sub-Advisers; (b) the aggregate fees 
paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each 
Affiliated Sub-Adviser (collectively, ``Aggregate Fee Disclosure'').
---------------------------------------------------------------------------

    \2\ The requested relief will extend to certain advisers that 
meet the definition of ``wholly-owned subsidiary'' in section 
2(a)(43) of the Act (``Wholly-Owned Sub-Advisers'') and certain 
other advisers that are not ``affiliated persons'' (as such term is 
defined in section 2(a)(3) of the Act) of the Series or the Adviser, 
except to the extent that an affiliation arises solely because the 
sub-adviser serves as sub-adviser to one or more Series (each, a 
``Non-Affiliated Sub-Adviser'' and collectively, the ``Non-
Affiliated Sub-Advisers''). The requested relief will not extend to 
any sub-adviser, other than a Wholly-Owned Sub-Adviser, who is an 
``affiliated person'' (as such term is defined in section 2(a)(3) of 
the 1940 Act) of the Subadvised Series or of the Adviser, other than 
by reason of serving as a sub-adviser to one or more of the 
Subadvised Series (each, an ``Affiliated Sub-Adviser'' and 
collectively, the ``Affiliated Sub-Advisers'').
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of Subadvised Series' shareholders.
    4. 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 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes

[[Page 4442]]

fairly intended by the policy and provisions of the Act. Applicants 
believe that the requested relief meets this standard because, as 
further explained in the application, the Investment Management 
Agreement will remain subject to shareholder approval, while the role 
of the Sub-Advisers will be substantially equivalent to the role of 
individual portfolio managers, so that requiring shareholder approval 
of Sub-Advisory Agreements would impose unnecessary delays and expenses 
on the Subadvised Series. Applicants believe that the requested relief 
from the Disclosure Requirements meets this standard because it will 
improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-00628 Filed 1-12-17; 8:45 am]
 BILLING CODE 8011-01-P