Eagle Series Trust, et al., 42389-42390 [2017-18932]
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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).
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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 https://
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
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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’’).
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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 https://
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
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]]>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.
-----------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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 https://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.
---------------------------------------------------------------------------
\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'').
---------------------------------------------------------------------------
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
