Eagle Series Trust, et al., 44478-44479 [2017-20176]

Download as PDF 44478 Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices prompt and accurate clearance of and settlement of securities transactions and derivative agreements, contracts and transactions cleared by ICC, the safeguarding of securities and funds in the custody or control of ICC, and the protection of investors and the public interest, within the meaning of Section 17A(b)(3)(F) of the Act.14 IV. Conclusion On the basis of the foregoing, the Commission finds that the proposal is consistent with the requirements of the Act and in particular with the requirements of Section 17A of the Act 15 and the rules and regulations thereunder. It is therefore ordered, pursuant to Section 19(b)(2) of the Act,16 that the proposed rule change (File No. SR–ICC– 2017–009) be, and hereby is, approved.17 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20204 Filed 9–21–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32802A; 812–14777–01] Eagle Series Trust, et al. September 18, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Corrected notice to amend file number (see Eagle Series Trust, et al. IC–32802) (Aug. 31, 2017). 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 14 15 U.S.C. 78q-1(b)(3)(F). U.S.C. 78q-1. 16 15 U.S.C. 78s(b)(2). 17 In approving the proposed rule change, the Commission considered the proposal’s impact on efficiency, competition and capital formation. 15 U.S.C. 78c(f). 18 17 CFR 200.30–3(a)(12). 15 15 VerDate Sep<11>2014 18:11 Sep 21, 2017 Jkt 241001 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 October 13, 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 1 Eagle Capital Appreciation Fund, et al., Investment Company Act Rel. Nos. 31239 (Sep. 3, 2014) (notice) and 31269 (Sep. 29, 2014) (order). PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 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. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire certain Subadvisers pursuant to subadvisory agreements 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’’). E:\FR\FM\22SEN1.SGM 22SEN1 Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices (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 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. 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’’). VerDate Sep<11>2014 18:11 Sep 21, 2017 Jkt 241001 For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20176 Filed 9–21–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549–2736 Extension: Rule 203–3, Form ADV–H, SEC File No. 270–481, OMB Control No. 3235–0538 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for extension of the previously approved collection of information discussed below. The title for the collection of information is ‘‘Form ADV–H under the Investment Advisers Act of 1940.’’ Rule 203–3 (17 CFR 275.203–3) under the Investment Advisers Act of 1940 (15 U.S.C. 80b) requires that registered advisers requesting either a temporary or continuing hardship exemption submit the request on Form ADV–H. Rule 204–4 (17 CFR 275.204–4) under the Investment Advisers Act of 1940 requires that exempt reporting advisers requesting a temporary hardship exemption submit the request on Form ADV–H. The purpose of this collection of information is to permit advisers to obtain a hardship exemption to not complete an electronic filing. The temporary hardship exemption that is available to registered advisers under rule 203–3 and exempt reporting advisers under rule 204–4 permits these advisers to make late filings due to unforeseen computer or software problems. The continuing hardship exemption available to registered advisers under rule 203–3 permits advisers to submit all required electronic filings on hard copy for data entry by the operator of the IARD. The Commission has estimated that compliance with the requirement to complete Form ADV–H imposes a total burden of approximately one hour for an adviser. Based on our experience, we estimate that we will receive two Form ADV–H filings annually from registered PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 44479 investment advisers and one Form ADV–H filing annually from exempt reporting advisers. Based on the 60 minute per respondent estimate, the Commission estimates a total annual burden of 3 hours for this collection of information. Rule 203–3, rule 204–4, and Form ADV–H do not require recordkeeping or records retention. The collection of information requirements under the rule and form are mandatory. The information collected pursuant to the rule and Form ADV–H consists of filings with the Commission. These filings are not kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. The public may view the background documentation for this information collection at the following Web site, www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Shagufta_ Ahmed@omb.eop.gov; and (ii) Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email to: PRA_Mailbox@ sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: September 19, 2017. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20217 Filed 9–21–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549–2736 Extension: Rule 17Ab2–1, Form CA–1, SEC File No. 270–203, OMB Control No. 3235–0195 Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (‘‘PRA’’) (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the previously approved E:\FR\FM\22SEN1.SGM 22SEN1

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[Federal Register Volume 82, Number 183 (Friday, September 22, 2017)]
[Notices]
[Pages 44478-44479]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-20176]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32802A; 812-14777-01]


Eagle Series Trust, et al.

September 18, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Corrected notice to amend file number (see Eagle Series Trust, 
et al. IC-32802) (Aug. 31, 2017).

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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 October 13, 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

[[Page 44479]]

(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 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. 2017-20176 Filed 9-21-17; 8:45 am]
BILLING CODE 8011-01-P