FS Series Trust and FS Fund Advisor, LLC; Release No. 32992/January 25, 2018, 4534-4535 [2018-01834]
Download as PDF
<![CDATA[
sradovich on DSK3GMQ082PROD with NOTICES
4534
Federal Register / Vol. 83, No. 21 / Wednesday, January 31, 2018 / Notices
opportunities, which should prevent
shares from trading at a material
discount or premium from NAV.
6. With respect to Funds that hold
non-U.S. Portfolio Instruments and that
effect creations and redemptions of
Creation Units in kind, applicants
request relief from the requirement
imposed by section 22(e) in order to
allow such Funds to pay redemption
proceeds within fifteen calendar days
following the tender of Creation Units
for redemption. Applicants assert that
the requested relief would not be
inconsistent with the spirit and intent of
section 22(e) to prevent unreasonable,
undisclosed or unforeseen delays in the
actual payment of redemption proceeds.
7. Applicants request an exemption to
permit Funds of Funds to acquire Fund
shares beyond the limits of section
12(d)(1)(A) of the Act; and the Funds,
and any principal underwriter for the
Funds, and/or any broker or dealer
registered under the Exchange Act, to
sell shares to Funds of Funds beyond
the limits of section 12(d)(1)(B) of the
Act. The application’s terms and
conditions are designed to, among other
things, help prevent any potential (i)
undue influence over a Fund through
control or voting power, or in
connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A) and (B) of the
Act.
8. Applicants request an exemption
from sections 17(a)(1) and 17(a)(2) of the
Act to permit persons that are affiliated
persons, or second-tier affiliates, of the
Funds, solely by virtue of certain
ownership interests, to effectuate
purchases and redemptions in-kind. The
deposit procedures for in-kind
purchases of Creation Units and the
redemption procedures for in-kind
redemptions of Creation Units will be
the same for all purchases and
redemptions and Deposit Instruments
and Redemption Instruments will be
valued in the same manner as those
Portfolio Instruments currently held by
the Funds. Applicants also seek relief
from the prohibitions on affiliated
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its
shares from a Fund of Funds, and to
engage in the accompanying in-kind
transactions with the Fund of Funds.2
2 The requested relief would apply to direct sales
of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants,
moreover, are not seeking relief from section 17(a)
for, and the requested relief will not apply to,
transactions where a Fund could be deemed an
Affiliated Person, or a Second-Tier Affiliate, of a
VerDate Sep<11>2014
17:36 Jan 30, 2018
Jkt 244001
The purchase of Creation Units by a
Fund of Funds directly from a Fund will
be accomplished in accordance with the
policies of the Fund of Funds and will
be based on the NAVs of the Funds.
9. Applicants also request relief to
permit a Feeder Fund to acquire shares
of another registered investment
company managed by the Adviser
having substantially the same
investment objectives as the Feeder
Fund (‘‘Master Fund’’) beyond the
limitations in section 12(d)(1)(A) and
permit the Master Fund, and any
principal underwriter for the Master
Fund, to sell shares of the Master Fund
to the Feeder Fund beyond the
limitations in section 12(d)(1)(B).
10. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) 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 provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2018–01903 Filed 1–30–18; 8:45 am]
BILLING CODE 8011–01–P
Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control
with an Adviser provides investment advisory
services to that Fund of Funds.
PO 00000
Frm 00072
Fmt 4703
Sfmt 4703
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32992; 812–14762]
FS Series Trust and FS Fund Advisor,
LLC; Release No. 32992/January 25,
2018
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
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 sub-advisers.
APPLICANTS: FS Series Trust (the
‘‘Trust’’), a Delaware statutory trust
registered under the Act as an open-end
management investment company, and
FS Fund Advisor, LLC (the ‘‘Advisor’’),
a Delaware limited liability company
registered as an investment adviser
under the Investment Advisers Act of
1940 (together with the Trust, the
‘‘Applicants’’).
FILING DATES: The application was filed
on April 12, 2017 and amended on
September 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 February 19, 2018, 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.
E:\FR\FM\31JAN1.SGM
31JAN1
Federal Register / Vol. 83, No. 21 / Wednesday, January 31, 2018 / Notices
Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549–1090.
Applicants: 201 Rouse Boulevard,
Philadelphia, PA 19112.
ADDRESSES:
FOR FURTHER INFORMATION CONTACT:
James Maclean, Senior Counsel, at (202)
551–7794, or Andrea Ottomanelli
Magovern, Branch Chief, at (202) 551–
6768 (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
website 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
sradovich on DSK3GMQ082PROD with NOTICES
1. The Advisor will serve as the
investment adviser to the Subadvised
Series pursuant to an investment
advisory agreement with the Trust
(each, an ‘‘Investment Management
Agreement’’ and, collectively, the
‘‘Investment Management
Agreements’’).1 The Advisor will
provide the Subadvised Series with
continuous and comprehensive
investment management services,
subject to the supervision of, and
policies established by, the Trust’s
board of trustees (the ‘‘Board’’). The
Investment Management Agreement
permits the Advisor, subject to the
approval of the Board, to delegate to one
or more Sub-Advisors the responsibility
to provide the day-to-day portfolio
investment management of each
Subadvised Series, subject to the
supervision and direction of the
Advisor.2 The primary responsibility for
1 Applicants request relief with respect to any
future series and any other existing or future
registered open-end management company or series
thereof that intends to rely on the requested order
and that: (a) Is advised by the Advisor, or any
person controlling, controlled by or under common
control with the Advisor or its successors; (b) uses
the multi-manager structure described in the
application; and (c) complies with the terms and
conditions of the application (each, a ‘‘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 A ‘‘Sub-Advisor’’ for a Series is (1) an indirect
or direct ‘‘wholly-owned subsidiary’’ (as such term
is defined in the Act) of the Advisor for that Series,
or (2) a sister company of the Advisor for that Series
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 Advisor (each of (1) and (2) a
‘‘Wholly-Owned Sub-Advisor’’), or (3) an
investment sub-adviser for that Series that is not an
‘‘affiliated person’’ (as such term is defined in
Section 2(a)(3) of the Act) of the Series or the
Advisor, except to the extent that an affiliation
VerDate Sep<11>2014
17:36 Jan 30, 2018
Jkt 244001
managing the Subadvised Series will
remain vested in the Advisor. The
Advisor will hire, evaluate, allocate
assets to and oversee the Sub-Advisors,
including determining whether a SubAdvisor should be terminated, at all
times subject to the authority of the
Board.
2. Applicants request an exemption to
permit the Advisor, subject to Board
approval, to hire a Non-Affiliated SubAdvisor or a Wholly-Owned SubAdvisor, pursuant to Sub-Advisory
Agreements and materially amend SubAdvisory Agreements with NonAffiliated Sub-Advisors and WhollyOwned Sub-Advisors without obtaining
the shareholder approval required under
section 15(a) of the Act and rule 18f–2
under the Act.3 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 Advisor and
any Wholly-Owned Sub-Advisors; (b)
the aggregate fees paid to Non-Affiliated
Sub-Advisors; and (c) the fee paid to
each Affiliated Sub-Advisor.
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 the 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
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 Agreements
will remain subject to shareholder
approval while the role of the Subarises solely because the Sub-Advisor serves as a
sub-adviser to one or more Series (each a ‘‘NonAffiliated Sub-Advisor’’) .
3 The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Advisor,
who is an affiliated person, as defined in section
2(a)(3) of the Act, of the Subadvised Series or of its
Advisor, other than by reason of serving as a subadviser to one or more of the Subadvised Series or
to any existing or future registered open-end
management company or series thereof advised by
an Advisor (‘‘Affiliated Sub-Advisor’’).
PO 00000
Frm 00073
Fmt 4703
Sfmt 4703
4535
Advisors is substantially equivalent to
that 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
Advisor’s ability to negotiate fees paid
to the Sub-Advisors 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. 2018–01834 Filed 1–30–18; 8:45 am]
BILLING CODE 8011–01–P
DEPARTMENT OF STATE
[Public Notice: 10291]
Notice of Determinations: Culturally
Significant Objects Imported for
Exhibition Determinations: ‘‘Danh Vo:
Take My Breath Away’’ Exhibition
Notice is hereby given of the
following determinations: I hereby
determine that certain objects to be
included in the exhibition ‘‘Danh Vo:
Take My Breath Away,’’ imported from
abroad for temporary exhibition within
the United States, are of cultural
significance. The objects are imported
pursuant to loan agreements with the
foreign owners or custodians. I also
determine that the exhibition or display
of the exhibit objects at the Solomon R.
Guggenheim Museum, New York, New
York, from on or about February 9,
2018, until on or about May 9, 2018, and
at possible additional exhibitions or
venues yet to be determined, is in the
national interest.
FOR FURTHER INFORMATION CONTACT:
Elliot Chiu in the Office of the Legal
Adviser, U.S. Department of State
(telephone: 202–632–6471; email:
section2459@state.gov). The mailing
address is U.S. Department of State, L/
PD, SA–5, Suite 5H03, Washington, DC
20522–0505.
SUPPLEMENTARY INFORMATION: The
foregoing determinations were made
pursuant to the authority vested in me
by the Act of October 19, 1965 (79 Stat.
985; 22 U.S.C. 2459), E.O. 12047 of
March 27, 1978, the Foreign Affairs
Reform and Restructuring Act of 1998
(112 Stat. 2681, et seq.; 22 U.S.C. 6501
note, et seq.), Delegation of Authority
No. 234 of October 1, 1999, Delegation
of Authority No. 236–3 of August 28,
2000 (and, as appropriate, Delegation of
Authority No. 257–1 of December 11,
SUMMARY:
E:\FR\FM\31JAN1.SGM
31JAN1
]]>Agencies
[Federal Register Volume 83, Number 21 (Wednesday, January 31, 2018)]
[Notices]
[Pages 4534-4535]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-01834]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 32992; 812-14762]
FS Series Trust and FS Fund Advisor, LLC; Release No. 32992/
January 25, 2018
AGENCY: Securities and Exchange Commission (``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 sub-advisers without shareholder approval and grant
relief from the Disclosure Requirements as they relate to fees paid to
the sub-advisers.
Applicants: FS Series Trust (the ``Trust''), a Delaware statutory
trust registered under the Act as an open-end management investment
company, and FS Fund Advisor, LLC (the ``Advisor''), a Delaware limited
liability company registered as an investment adviser under the
Investment Advisers Act of 1940 (together with the Trust, the
``Applicants'').
Filing Dates: The application was filed on April 12, 2017 and amended
on September 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 February 19, 2018, 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.
[[Page 4535]]
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE, Washington, DC 20549-1090. Applicants: 201 Rouse Boulevard,
Philadelphia, PA 19112.
FOR FURTHER INFORMATION CONTACT: James Maclean, Senior Counsel, at
(202) 551-7794, or Andrea Ottomanelli Magovern, Branch Chief, at (202)
551-6768 (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 website 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 Advisor will serve as the investment adviser to the
Subadvised Series pursuant to an investment advisory agreement with the
Trust (each, an ``Investment Management Agreement'' and, collectively,
the ``Investment Management Agreements'').\1\ The Advisor will provide
the Subadvised Series with continuous and comprehensive investment
management services, subject to the supervision of, and policies
established by, the Trust's board of trustees (the ``Board''). The
Investment Management Agreement permits the Advisor, subject to the
approval of the Board, to delegate to one or more Sub-Advisors the
responsibility to provide the day-to-day portfolio investment
management of each Subadvised Series, subject to the supervision and
direction of the Advisor.\2\ The primary responsibility for managing
the Subadvised Series will remain vested in the Advisor. The Advisor
will hire, evaluate, allocate assets to and oversee the Sub-Advisors,
including determining whether a Sub-Advisor should be terminated, at
all times subject to the authority of the Board.
---------------------------------------------------------------------------
\1\ Applicants request relief with respect to any future series
and any other existing or future registered open-end management
company or series thereof that intends to rely on the requested
order and that: (a) Is advised by the Advisor, or any person
controlling, controlled by or under common control with the Advisor
or its successors; (b) uses the multi-manager structure described in
the application; and (c) complies with the terms and conditions of
the application (each, a ``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\ A ``Sub-Advisor'' for a Series is (1) an indirect or direct
``wholly-owned subsidiary'' (as such term is defined in the Act) of
the Advisor for that Series, or (2) a sister company of the Advisor
for that Series 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 Advisor (each
of (1) and (2) a ``Wholly-Owned Sub-Advisor''), or (3) an investment
sub-adviser for that Series that is not an ``affiliated person'' (as
such term is defined in Section 2(a)(3) of the Act) of the Series or
the Advisor, except to the extent that an affiliation arises solely
because the Sub-Advisor serves as a sub-adviser to one or more
Series (each a ``Non-Affiliated Sub-Advisor'') .
---------------------------------------------------------------------------
2. Applicants request an exemption to permit the Advisor, subject
to Board approval, to hire a Non-Affiliated Sub-Advisor or a Wholly-
Owned Sub-Advisor, pursuant to Sub-Advisory Agreements and materially
amend Sub-Advisory Agreements with Non-Affiliated Sub-Advisors and
Wholly-Owned Sub-Advisors without obtaining the shareholder approval
required under section 15(a) of the Act and rule 18f-2 under the
Act.\3\ 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 Advisor and any Wholly-Owned Sub-
Advisors; (b) the aggregate fees paid to Non-Affiliated Sub-Advisors;
and (c) the fee paid to each Affiliated Sub-Advisor.
---------------------------------------------------------------------------
\3\ The requested relief will not extend to any sub-adviser,
other than a Wholly-Owned Sub-Advisor, who is an affiliated person,
as defined in section 2(a)(3) of the Act, of the Subadvised Series
or of its Advisor, other than by reason of serving as a sub-adviser
to one or more of the Subadvised Series or to any existing or future
registered open-end management company or series thereof advised by
an Advisor (``Affiliated Sub-Advisor'').
---------------------------------------------------------------------------
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 the 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 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 Agreements will remain subject to shareholder approval while
the role of the Sub-Advisors is substantially equivalent to that 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 Advisor's ability to negotiate fees paid to the Sub-
Advisors 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. 2018-01834 Filed 1-30-18; 8:45 am]
BILLING CODE 8011-01-P
