Victory Capital Management Inc. et al., 3269-3270 [2019-01890]
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Federal Register / Vol. 84, No. 28 / Monday, February 11, 2019 / Notices
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33369; 812–14986]
Victory Capital Management Inc. et al.
February 6, 2019.
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: Victory Portfolios and
Victory Portfolios II (each, a ‘‘Victory
Investment Company’’ and together, the
‘‘Victory Investment Companies’’ with
multiple series (each, a ‘‘Fund’’));
Victory Capital Management Inc.
(‘‘VCM’’) (the ‘‘Adviser’’); Victory
Capital Advisers, Inc. (‘‘VCA’’) and
Foreside Fund Services, LLC
(‘‘Foreside’’), collectively, the
‘‘Applicants’’. Each Victory Investment
Company is organized as a Delaware
statutory trust and is registered with the
Commission as an open-end
management investment company
under the Act.
FILING DATES: The application was filed
on December 10, 2018, and amended on
February 1, 2019.
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 March 4, 2019, 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
VerDate Sep<11>2014
18:05 Feb 08, 2019
Jkt 247001
Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549–1090.
Applicants: c/o James G. Silk, Esq.,
Willkie Farr & Gallagher LLP, 1875 K
Street NW, Washington, DC 20006 and
Jay G. Baris, Shearman & Sterling LLP,
599 Lexington Avenue, New York, NY
10022.
ADDRESSES:
FOR FURTHER INFORMATION CONTACT:
Laura L. Solomon, Senior Counsel, at
(202) 551–6915, or Kaitlin C. Bottock,
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Chief Counsel’s Office).
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.
SUPPLEMENTARY INFORMATION:
Summary of the Application
1. The Adviser will serve as the
investment adviser to the Subadvised
Funds pursuant to an investment
advisory agreement with the Victory
Investment Companies (each, an
‘‘Investment Management
Agreement’’).1 The Adviser will provide
the Subadvised Funds with continuous
and comprehensive investment
management services subject to the
supervision of, and policies established
by, each Subadvised Funds’ board of
directors or trustees (the ‘‘Board’’).2
Each Investment Management
Agreement permits the Adviser, subject
to the approval of the Board, to delegate
to one or more Sub-Advisers the
responsibility to provide the day-to-day
portfolio investment management of
each Subadvised Fund, subject to the
supervision and direction of the
1 Applicants request that the relief apply 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, its
successors, and any entity controlling, controlled by
or under common control with the Adviser or its
successors (included in the term ‘‘Adviser’’), (ii)
uses the multi-manager structure described in the
application, and (iii) complies with the terms and
conditions of the application (each, a ‘‘Subadvised
Fund’’). For the 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.
2 The term ‘‘Board’’ includes the board of trustees
or directors of a future Subadvised Fund.
PO 00000
Frm 00133
Fmt 4703
Sfmt 4703
3269
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 Sub-Advisers,
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 a Non-Affiliated SubAdviser or a Wholly-Owned SubAdviser, pursuant to Sub-Advisory
Agreements and materially amend SubAdvisory Agreements with NonAffiliated Sub-Advisers and WhollyOwned Sub-Advisers 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 Sub-Advisers; (b)
the aggregate fees paid to Non-Affiliated
Sub-Advisers; and (c) the fee paid to
each Affiliated Sub-Adviser.
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
3 A ‘‘Sub-Adviser’’ for a Fund is (1) an indirect
or direct ‘‘wholly-owned subsidiary’’ (as such term
is defined in the Act) of the Adviser for that Fund,
or (2) a sister company of the Adviser for that Fund
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, or (3) a company of
which the Adviser for that Fund is an indirect or
direct ‘‘wholly-owned subsidiary’’ (as such term is
defined in the 1940 Act) (each of (1), (2) and (3) a
‘‘Wholly-Owned Sub-Adviser’’ and collectively, the
‘‘Wholly-Owned Sub-Advisers’’), or (4) an
investment sub-adviser for that Fund that is not an
‘‘affiliated person’’ (as such term is defined in
Section 2(a)(3) of the Act) of the Fund, any Feeder
Fund, (as defined below) invested in a Master Fund
(as defined below), the Funds, or the Adviser,
except to the extent that an affiliation arises solely
because the Sub-Adviser serves as a sub-adviser to
one or more Funds (each a ‘‘Non-Affiliated SubAdviser’’ and collectively, the ‘‘Non-Affiliated SubAdvisers’’).
In the future, a Fund may operate in a masterfeeder structure pursuant to Section 12(d)(1)(E) of
the Act. In such a structure, certain Funds (each,
a ‘‘Feeder Fund’’) may invest substantially all of
their assets in a Fund (a ‘‘Master Fund’’) pursuant
to Section 12(d)(1)(E) of the Act. No Feeder Fund
will engage any sub-advisers other than through
approving the engagement of one or more of the
Master Fund’s sub-advisers.
4 The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Adviser,
who is an affiliated person, as defined in section
2(a)(3) of the Act, of the Subadvised Fund, of any
Feeder Fund or of the Adviser, other than by reason
of serving as a sub-adviser to one or more of the
Subadvised Funds (‘‘Affiliated Sub-Adviser’’).
E:\FR\FM\11FEN1.SGM
11FEN1
3270
Federal Register / Vol. 84, No. 28 / Monday, February 11, 2019 / Notices
safeguards, appropriate disclosure to
Subadvised Funds’ shareholders and
notification about sub-advisory changes
and enhanced Board oversight to protect
the interests of the Subadvised Funds’
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 Agreement will
remain subject to shareholder approval,
while the role of the Sub-Advisers 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 Funds. Applicants believe
that the requested relief from the
Disclosure Requirements meets this
standard because it will improve the
Adviser’s ability to negotiate fees paid
to the Sub-Advisers that are more
advantageous for the Subadvised Funds.
Economic Injury (EIDL) Loan
Application Deadline Date: 10/31/2019.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A
Escobar, Office of Disaster Assistance,
U.S. Small Business Administration,
409 3rd Street SW, Suite 6050,
Washington, DC 20416, (202) 205–6734.
SUPPLEMENTARY INFORMATION: Notice is
hereby given that as a result of the
President’s major disaster declaration on
01/31/2019, Private Non-Profit
organizations that provide essential
services of a governmental nature may
file disaster loan applications at the
address listed above or other locally
announced locations.
The following areas have been
determined to be adversely affected by
the disaster:
Primary Counties: Alamance,
Brunswick, Caswell, Chatham,
Dare, Davidson, Davie, Forsyth,
Granville, Hyde, Iredell, McDowell,
Montgomery, Orange, Person,
Randolph, Rockingham, Stokes,
Surry, Vance, Yadkin
The Interest Rates are:
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Deputy Secretary.
For Physical Damage:
Non-Profit Organizations With
Credit Available Elsewhere ...
Non-Profit Organizations Without Credit Available Elsewhere .....................................
For Economic Injury:
Non-Profit Organizations Without Credit Available Elsewhere .....................................
[FR Doc. 2019–01890 Filed 2–8–19; 8:45 am]
BILLING CODE 8011–01–P
Percent
2.500
2.500
U.S. Small Business
Administration.
ACTION: Notice.
AGENCY:
(Catalog of Federal Domestic Assistance
Number 59008)
Rafaela Monchek,
Acting Associate Administrator for Disaster
Assistance.
[FR Doc. 2019–01858 Filed 2–8–19; 8:45 am]
BILLING CODE 8025–01–P
This is a Notice of the
Presidential declaration of a major
disaster for Public Assistance Only for
the State of North Carolina (FEMA–
4412–DR), dated 01/31/2019.
Incident: Tropical Storm Michael.
Incident Period: 10/10/2018 through
10/12/2018.
DATES: Issued on 01/31/2019.
Physical Loan Application Deadline
Date: 04/01/2019.
SUMMARY:
VerDate Sep<11>2014
18:05 Feb 08, 2019
Jkt 247001
This is an amendment of the
Presidential declaration of a major
disaster for the State of California
(FEMA–4407–DR), dated 11/12/2018.
Incident: Wildfires.
Incident Period: 11/08/2018 through
11/25/2018.
DATES: Issued on 01/30/2019.
Physical Loan Application Deadline
Date: 02/15/2019.
Economic Injury (EIDL) Loan
Application Deadline Date: 08/12/2019.
ADDRESSES: Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Assistance,
U.S. Small Business Administration,
409 3rd Street SW, Suite 6050,
Washington, DC 20416, (202) 205–6734.
SUPPLEMENTARY INFORMATION: The notice
of the President’s major disaster
declaration for the State of California,
dated 11/12/2018, is hereby amended to
extend the deadline for filing
applications for physical damages as a
result of this disaster to 02/15/2019.
All other information in the original
declaration remains unchanged.
SUMMARY:
(Catalog of Federal Domestic Assistance
Number 59008)
Rafaela Monchek,
Acting Associate Administrator for Disaster
Assistance.
BILLING CODE 8025–01–P
DEPARTMENT OF STATE
[Public Notice: 10671]
The number assigned to this disaster
for physical damage is 15863B and for
economic injury is 158640.
Presidential Declaration of a Major
Disaster for Public Assistance Only for
the State of North Carolina
Amendment 3.
[FR Doc. 2019–01860 Filed 2–8–19; 8:45 am]
2.500
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration #15863 and #15864;
NORTH CAROLINA Disaster Number NC–
00104]
ACTION:
SMALL BUSINESS ADMINISTRATION
[Disaster Declaration #15798 and #15799;
California Disaster Number CA–00295]
Presidential Declaration Amendment of
a Major Disaster for the State of
California
U.S. Small Business
Administration.
AGENCY:
PO 00000
Frm 00134
Fmt 4703
Sfmt 4703
Issuance of Presidential Permit to the
General Services Administration to
Construct, Operate, and Maintain a
Vehicular and Pedestrian Border
Crossing Called ‘‘Otay Mesa East’’ Near
San Diego, California, at the
International Boundary Between the
United States and Mexico
The Under Secretary of State
for Political Affairs issued a Presidential
permit to the General Services
Administration on November 19, 2018,
authorizing it to construct, operate, and
maintain the Otay Mesa East border
crossing at the international boundary
between the United States and Mexico.
Prior to the Under Secretary’s
determination, other Federal Agency
heads were consulted, as required by
Executive Order 11423, as amended.
Public comments on the proposed
SUMMARY:
E:\FR\FM\11FEN1.SGM
11FEN1
]]>Agencies
[Federal Register Volume 84, Number 28 (Monday, February 11, 2019)]
[Notices]
[Pages 3269-3270]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-01890]
[[Page 3269]]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33369; 812-14986]
Victory Capital Management Inc. et al.
February 6, 2019.
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: Victory Portfolios and Victory Portfolios II (each, a
``Victory Investment Company'' and together, the ``Victory Investment
Companies'' with multiple series (each, a ``Fund'')); Victory Capital
Management Inc. (``VCM'') (the ``Adviser''); Victory Capital Advisers,
Inc. (``VCA'') and Foreside Fund Services, LLC (``Foreside''),
collectively, the ``Applicants''. Each Victory Investment Company is
organized as a Delaware statutory trust and is registered with the
Commission as an open-end management investment company under the Act.
Filing Dates: The application was filed on December 10, 2018, and
amended on February 1, 2019.
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 March 4, 2019, 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: c/o James G. Silk,
Esq., Willkie Farr & Gallagher LLP, 1875 K Street NW, Washington, DC
20006 and Jay G. Baris, Shearman & Sterling LLP, 599 Lexington Avenue,
New York, NY 10022.
FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at
(202) 551-6915, or Kaitlin C. Bottock, 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 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 Adviser will serve as the investment adviser to the
Subadvised Funds pursuant to an investment advisory agreement with the
Victory Investment Companies (each, an ``Investment Management
Agreement'').\1\ The Adviser will provide the Subadvised Funds with
continuous and comprehensive investment management services subject to
the supervision of, and policies established by, each Subadvised Funds'
board of directors or trustees (the ``Board'').\2\ Each Investment
Management Agreement permits the Adviser, subject to the approval of
the Board, to delegate to one or more Sub-Advisers the responsibility
to provide the day-to-day portfolio investment management of each
Subadvised 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 Sub-Advisers, including
determining whether a Sub-Adviser should be terminated, at all times
subject to the authority of the Board.
---------------------------------------------------------------------------
\1\ Applicants request that the relief apply 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, its successors, and any
entity controlling, controlled by or under common control with the
Adviser or its successors (included in the term ``Adviser''), (ii)
uses the multi-manager structure described in the application, and
(iii) complies with the terms and conditions of the application
(each, a ``Subadvised Fund''). For the 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.
\2\ The term ``Board'' includes the board of trustees or
directors of a future Subadvised Fund.
\3\ A ``Sub-Adviser'' for a Fund is (1) an indirect or direct
``wholly-owned subsidiary'' (as such term is defined in the Act) of
the Adviser for that Fund, or (2) a sister company of the Adviser
for that Fund 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, or
(3) a company of which the Adviser for that Fund is an indirect or
direct ``wholly-owned subsidiary'' (as such term is defined in the
1940 Act) (each of (1), (2) and (3) a ``Wholly-Owned Sub-Adviser''
and collectively, the ``Wholly-Owned Sub-Advisers''), or (4) an
investment sub-adviser for that Fund that is not an ``affiliated
person'' (as such term is defined in Section 2(a)(3) of the Act) of
the Fund, any Feeder Fund, (as defined below) invested in a Master
Fund (as defined below), the Funds, or the Adviser, except to the
extent that an affiliation arises solely because the Sub-Adviser
serves as a sub-adviser to one or more Funds (each a ``Non-
Affiliated Sub-Adviser'' and collectively, the ``Non-Affiliated Sub-
Advisers'').
In the future, a Fund may operate in a master-feeder structure
pursuant to Section 12(d)(1)(E) of the Act. In such a structure,
certain Funds (each, a ``Feeder Fund'') may invest substantially all
of their assets in a Fund (a ``Master Fund'') pursuant to Section
12(d)(1)(E) of the Act. No Feeder Fund will engage any sub-advisers
other than through approving the engagement of one or more of the
Master Fund's sub-advisers.
---------------------------------------------------------------------------
2. Applicants request an exemption to permit the Adviser, subject
to Board approval, to hire a Non-Affiliated Sub-Adviser or a Wholly-
Owned Sub-Adviser, pursuant to Sub-Advisory Agreements and materially
amend Sub-Advisory Agreements with Non-Affiliated Sub-Advisers and
Wholly-Owned Sub-Advisers 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 Sub-Advisers;
(b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the
fee paid to each Affiliated Sub-Adviser.
---------------------------------------------------------------------------
\4\ The requested relief will not extend to any sub-adviser,
other than a Wholly-Owned Sub-Adviser, who is an affiliated person,
as defined in section 2(a)(3) of the Act, of the Subadvised Fund, of
any Feeder Fund or of the Adviser, other than by reason of serving
as a sub-adviser to one or more of the Subadvised Funds
(``Affiliated Sub-Adviser'').
---------------------------------------------------------------------------
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
[[Page 3270]]
safeguards, appropriate disclosure to Subadvised Funds' shareholders
and notification about sub-advisory changes and enhanced Board
oversight to protect the interests of the Subadvised Funds'
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 Agreement will remain subject to shareholder approval, while
the role of the Sub-Advisers 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 Funds. Applicants believe that the requested relief
from the Disclosure Requirements meets this standard because it will
improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Funds.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-01890 Filed 2-8-19; 8:45 am]
BILLING CODE 8011-01-P
