Eagle Series Trust, et al., 42389-42390 [2017-18932]

Download as PDF Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32802; 812–14777] Eagle Series Trust, et al. August 31, 2017. Securities and Exchange Commission. ACTION: Notice. mstockstill on DSK30JT082PROD with NOTICES AGENCY: 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 subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. The requested order would supersede a prior order.1 APPLICANTS: Eagle Capital Appreciation Fund, Eagle Growth & Income Fund and Eagle Series Trust (each, a ‘‘Trust’’ and collectively, the ‘‘Trusts’’), each a Massachusetts business trust registered under the Act as an open-end management investment company with multiple series (each a ‘‘Fund’’), and Carillon Tower Advisers, Inc. (the ‘‘Initial Adviser’’), a Florida corporation registered as an investment adviser under the Investment Advisers Act of 1940 (collectively with the Trusts, the ‘‘Applicants’’). FILING DATES: The application was filed May 17, 2017, and amended on August 22, 2017. 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 September 25, 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 1 Eagle Capital Appreciation Fund, et al., Investment Company Act Rel. Nos. 31239 (Sep. 3, 2014) (notice) and 31269 (Sep. 29, 2014) (order). VerDate Sep<11>2014 17:42 Sep 06, 2017 Jkt 241001 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: Susan L. Walzer, Carillon Tower Advisers, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716 and Kathy Kresch Ingber, K&L Gates LLP, 1601 K Street NW., Washington, DC 20006–1600. FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at (202) 551–6915, or David Marcinkus, 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 serves as the investment adviser to each Fund pursuant to an investment advisory agreement with the Fund (the ‘‘Investment Advisory Agreement’’).2 The Adviser provides the Funds with continuous and comprehensive investment management services subject to the supervision of, and policies established by, each Trust’s board of Trustees (‘‘Board’’). The Investment Advisory Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more subadvisers (each, a ‘‘Subadviser’’ and collectively, the ‘‘Subadvisers’’) the responsibility to provide the day-to-day portfolio investment management of each Fund, subject to the supervision 2 Applicants request relief with respect to the named Applicants, as well as to any future Fund and any other existing or future registered open-end management investment company or series thereof that intends to rely on the requested order in the future and that: (i) Is advised by the Adviser; (ii) uses the multi- manager structure described in the application; and (iii) complies with the terms and conditions of the application (each, together with any Fund that currently uses the multi-manager structure described in the application, a ‘‘Subadvised Fund’’). The term ‘‘Adviser’’ means (i) the Initial Adviser, (ii) its successors, and (iii) any entity controlling, controlled by, or under common control with, the Initial Adviser or its successors. For purposes of the requested order, ‘‘successor’’ is limited to an entity resulting from a reorganization into another jurisdiction or a change in the type of business organization. PO 00000 Frm 00121 Fmt 4703 Sfmt 4703 42389 and direction of the Adviser.3 The primary responsibility for managing the Subadvised Funds will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Subadvisers, including determining whether a Subadviser should be terminated, at all times subject to the authority of the Board. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire certain Subadvisers pursuant to subadvisory agreements (each, a ‘‘Subadvisory Agreement’’ and collectively, the ‘‘Subadvisory Agreements’’) and materially amend Subadvisory Agreements without obtaining the shareholder approval required under section 15(a) of the Act and rule 18f–2 under the Act.4 Applicants also seek an exemption from the Disclosure Requirements to permit a Subadvised Fund to disclose (as both a dollar amount and a percentage of the Subadvised Fund’s net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Subadvisers; (b) the aggregate fees paid to Non-Affiliated Subadvisers, and (c) the fee paid to each Affiliated Subadviser. 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 Fund’s shareholders and notification about subadvisory changes and enhanced Board oversight to protect the interests of the Subadvised Fund’s 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 3 A ‘‘Subadviser’’ for a Fund is (1) an indirect or direct ‘‘wholly owned subsidiary’’ (as such term is defined in the Act) of the Adviser, or (2) a sister company of the Adviser that is an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the same company that, indirectly or directly, wholly owns the Adviser (each of (1) and (2) a ‘‘Wholly-Owned Subadviser’’ and collectively, the ‘‘Wholly-Owned Subadvisers’’), or (3) not an ‘‘affiliated person’’ (as such term is defined in Section 2(a)(3) of the Act) of a Fund or the Adviser, except to the extent that an affiliation arises solely because the Subadviser serves as a subadviser to one or more Funds (each a ‘‘Non-Affiliated Subadviser’’ and collectively, the ‘‘Non-Affiliated Subadvisers’’). 4 The requested relief will not extend to any subadviser, other than a Wholly-Owned Subadviser, who is an affiliated person, as defined in section 2(a)(3) of the Act, of the Subadvised Fund or of the Adviser, other than by reason of serving as a subadviser to one or more of the Subadvised Funds (‘‘Affiliated Subadviser’’). E:\FR\FM\07SEN1.SGM 07SEN1 42390 Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices protection of investors and purposes 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 Advisory Agreements will remain subject to shareholder approval, while the role of the Subadvisers is substantially equivalent to that of individual portfolio managers, so that requiring shareholder approval of Subadvisory Agreements would impose unnecessary delays and expenses on the Subadvised Fund. 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 Subadvisers that are more advantageous for the Subadvised Fund. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–18932 Filed 9–6–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32804; 813–00387] Hudson Advisors L.P., et al. August 31, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. mstockstill on DSK30JT082PROD with NOTICES AGENCY: Notice of application for an order under sections 6(b) and 6(e) of the Investment Company Act of 1940 (the ‘‘Act’’) granting an exemption from all provisions of the Act and the rules and regulations thereunder, except sections 9, 17, 30, and 36 through 53 of the Act, and the rules and regulations thereunder (the ‘‘Rules and Regulations’’). With respect to sections 17(a), (d), (e), (f), (g) and (j) and 30(a), (b), (e), and (h) of the Act, and the Rules and Regulations, and rule 38a–1 under the Act, the exemption is limited as set forth in the application. SUMMARY OF APPLICATION: Applicants request an order to exempt certain limited partnerships and other entities (‘‘Partnerships’’) formed for the benefit of eligible employees of Hudson Advisors L.P. (‘‘Hudson’’) and Lone Star Global Acquisitions, Ltd. (‘‘LSGA’’) and their affiliates (Hudson and LSGA, along with their affiliated companies and affiliated persons, collectively the ‘‘Advisers’’) from certain provisions of VerDate Sep<11>2014 17:42 Sep 06, 2017 Jkt 241001 the Act. Each Partnership will be an ‘‘employees’ securities company’’ within the meaning of section 2(a)(13) of the Act. APPLICANTS: Hudson, LSGA, LSREF V Investments, L.P., HudCo Real Estate V, L.P., HudCo Real Estate V (Bermuda), L.P., HudCo Real Estate V (Europe I), L.P., HudCo Real Estate V (Europe II), L.P., HudCo GenPar RE V, LLC, HudCo GenPar RE V (Europe I), LLC, and HH GenPar RE V (Europe II), LLC. FILING DATES: The application was filed on November 18, 2016 and was amended on April 13, 2017, June 23, 2017 and August 25, 2017. 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 September 25, 2017, and should be accompanied by proof of service on 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: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090; Applicants: c/o William D. Young, 2711 N. Haskell Avenue, Suite 1800, Dallas, TX 75204; c/o William D. Young, 2711 N. Haskell Avenue, Suite 1700, Dallas, TX 75204. FOR FURTHER INFORMATION CONTACT: Elizabeth G. Miller, Senior Counsel, at (202) 551–8707, or Holly Hunter-Ceci, Assistant Chief Counsel, 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 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. Applicants’ Representations 1. The Advisers have organized, and may in the future organize, limited partnerships, limited liability companies, business trusts or other entities as ‘‘employees’ securities companies,’’ as defined in section PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 2(a)(13) of the Act (each a ‘‘Partnership’’ and, collectively, the ‘‘Partnerships’’). 2. A Partnership may be organized under the laws of the state of Delaware, another state, or a jurisdiction outside the United States. A Partnership may serve as the master fund of one or more other Partnerships (such entities, ‘‘Master Partnerships’’). A Partnership may be organized under the laws of a non-U.S. jurisdiction to address any tax, legal, accounting and regulatory considerations applicable to certain Eligible Employees (as defined below) in other jurisdictions or the nature of the program. Interests in a Partnership (‘‘Interests’’) may be issued in one or more series, each of which corresponds to particular Partnership investments (each, a ‘‘Series’’). Each Series will be an ‘‘employees’ securities company’’ within the meaning of section 2(a)(13) of the Act. Each Partnership will operate as a closed-end management investment company, and a particular Partnership may operate as a ‘‘diversified’’ or ‘‘nondiversified’’ vehicle within the meaning of the Act. The Partnerships are intended to provide investment opportunities for Eligible Employees that are competitive with those at other investment management and financial services firms and to facilitate the recruitment and retention of high caliber professionals. The Advisers will control each Partnership within the meaning of section 2(a)(9) of the Act. 3. The initial Master Partnership, LSREF V Investments, L.P., is a Bermuda exempted limited partnership established on February 17, 2016. HudCO GenPar RE V, LLC is its general partner and Hudson serves as its investment adviser. HudCO Real Estate V, L.P., a Delaware limited partnership, was established on February 23, 2016. HudCo GenPar RE V, LLC is its general partner and Hudson serves as its investment adviser. HudCo Real Estate V (Bermuda), L.P., a Bermuda exempted limited partnership, was established on February 17, 2016. HudCo GenPar RE V, LLC is its general partner and Hudson serves as its investment adviser. HudCo Real Estate V (Europe I), L.P., a Bermuda exempted limited partnership, was established on February 17, 2016. HudCo GenPar RE V (Europe I), LLC is its general partner and Hudson serves as its investment adviser. HudCo Real Estate V (Europe II), L.P., a Delaware limited partnership, was established on September 8, 2016. HH GenPar RE V (Europe II), LLC is its general partner and Hudson serves as its investment adviser. The Advisers provide certain advisory and related services to a family of closed-end, privately offered funds (the ‘‘Funds’’), which invest globally in E:\FR\FM\07SEN1.SGM 07SEN1

Agencies

[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42389-42390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-18932]



[[Page 42389]]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32802; 812-14777]


Eagle Series Trust, et al.

August 31, 2017.
AGENCY: Securities and Exchange Commission.

ACTION: Notice.

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    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 subadvisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the subadvisers. The requested order would supersede a prior order.\1\
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    \1\ Eagle Capital Appreciation Fund, et al., Investment Company 
Act Rel. Nos. 31239 (Sep. 3, 2014) (notice) and 31269 (Sep. 29, 
2014) (order).

Applicants: Eagle Capital Appreciation Fund, Eagle Growth & Income Fund 
and Eagle Series Trust (each, a ``Trust'' and collectively, the 
``Trusts''), each a Massachusetts business trust registered under the 
Act as an open-end management investment company with multiple series 
(each a ``Fund''), and Carillon Tower Advisers, Inc. (the ``Initial 
Adviser''), a Florida corporation registered as an investment adviser 
under the Investment Advisers Act of 1940 (collectively with the 
---------------------------------------------------------------------------
Trusts, the ``Applicants'').

Filing Dates: The application was filed May 17, 2017, and amended on 
August 22, 2017.

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 September 25, 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: Susan L. Walzer, 
Carillon Tower Advisers, Inc., 880 Carillon Parkway, St. Petersburg, FL 
33716 and Kathy Kresch Ingber, K&L Gates LLP, 1601 K Street NW., 
Washington, DC 20006-1600.

FOR FURTHER INFORMATION CONTACT:  Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or David Marcinkus, 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 serves as the investment adviser to each Fund 
pursuant to an investment advisory agreement with the Fund (the 
``Investment Advisory Agreement'').\2\ The Adviser provides the Funds 
with continuous and comprehensive investment management services 
subject to the supervision of, and policies established by, each 
Trust's board of Trustees (``Board''). The Investment Advisory 
Agreement permits the Adviser, subject to the approval of the Board, to 
delegate to one or more subadvisers (each, a ``Subadviser'' and 
collectively, the ``Subadvisers'') the responsibility to provide the 
day-to-day portfolio investment management of each Fund, subject to the 
supervision and direction of the Adviser.\3\ The primary responsibility 
for managing the Subadvised Funds will remain vested in the Adviser. 
The Adviser will hire, evaluate, allocate assets to and oversee the 
Subadvisers, including determining whether a Subadviser should be 
terminated, at all times subject to the authority of the Board.
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    \2\ Applicants request relief with respect to the named 
Applicants, as well as to any future Fund and any other existing or 
future registered open-end management investment company or series 
thereof that intends to rely on the requested order in the future 
and that: (i) Is advised by the Adviser; (ii) uses the multi- 
manager structure described in the application; and (iii) complies 
with the terms and conditions of the application (each, together 
with any Fund that currently uses the multi-manager structure 
described in the application, a ``Subadvised Fund''). The term 
``Adviser'' means (i) the Initial Adviser, (ii) its successors, and 
(iii) any entity controlling, controlled by, or under common control 
with, the Initial Adviser or its successors. For purposes of the 
requested order, ``successor'' is limited to an entity resulting 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \3\ A ``Subadviser'' for a Fund is (1) an indirect or direct 
``wholly owned subsidiary'' (as such term is defined in the Act) of 
the Adviser, or (2) a sister company of the Adviser that is an 
indirect or direct ``wholly-owned subsidiary'' (as such term is 
defined in the Act) of the same company that, indirectly or 
directly, wholly owns the Adviser (each of (1) and (2) a ``Wholly-
Owned Subadviser'' and collectively, the ``Wholly-Owned 
Subadvisers''), or (3) not an ``affiliated person'' (as such term is 
defined in Section 2(a)(3) of the Act) of a Fund or the Adviser, 
except to the extent that an affiliation arises solely because the 
Subadviser serves as a subadviser to one or more Funds (each a 
``Non-Affiliated Subadviser'' and collectively, the ``Non-Affiliated 
Subadvisers'').
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Subadvisers pursuant to subadvisory 
agreements (each, a ``Subadvisory Agreement'' and collectively, the 
``Subadvisory Agreements'') and materially amend Subadvisory Agreements 
without obtaining the shareholder approval required under section 15(a) 
of the Act and rule 18f-2 under the Act.\4\ Applicants also seek an 
exemption from the Disclosure Requirements to permit a Subadvised Fund 
to disclose (as both a dollar amount and a percentage of the Subadvised 
Fund's net assets): (a) The aggregate fees paid to the Adviser and any 
Wholly-Owned Subadvisers; (b) the aggregate fees paid to Non-Affiliated 
Subadvisers, and (c) the fee paid to each Affiliated Subadviser.
---------------------------------------------------------------------------

    \4\ The requested relief will not extend to any subadviser, 
other than a Wholly-Owned Subadviser, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Fund or 
of the Adviser, other than by reason of serving as a subadviser to 
one or more of the Subadvised Funds (``Affiliated Subadviser'').
---------------------------------------------------------------------------

    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 Fund's shareholders and 
notification about subadvisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Fund's 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

[[Page 42390]]

protection of investors and purposes 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 Advisory Agreements will remain subject to shareholder 
approval, while the role of the Subadvisers is substantially equivalent 
to that of individual portfolio managers, so that requiring shareholder 
approval of Subadvisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Fund. 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 
Subadvisers that are more advantageous for the Subadvised Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-18932 Filed 9-6-17; 8:45 am]
 BILLING CODE 8011-01-P