Collaborative Investment Series Trust and Tactical Fund Advisors, LLC; Notice of Application, 42028-42030 [2019-17582]
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42028
Federal Register / Vol. 84, No. 159 / Friday, August 16, 2019 / Notices
The Securities and Exchange
Commission Investor Advisory
Committee, established pursuant to
Section 911 of the Dodd-Frank Wall
Street Reform and Consumer Protection
Act of 2010, is providing notice that it
will hold a telephonic public meeting.
The public is invited to submit written
statements to the Committee.
DATES: The meeting will be held on
Thursday, September 5, 2019 from 11:00
a.m. until 12:30 p.m. (ET) and will be
open to the public via telephone at 1–
800–260–0719 in the United States or
(651) 291–1170 outside the United
States, participant code 470756. Written
statements should be received on or
before September 5, 2019.
ADDRESSES: Written statements may be
submitted by any of the following
methods:
SUMMARY:
Electronic Statements
• Use the Commission’s internet
submission form (https://www.sec.gov/
rules/other.shtml); or
• Send an email message to rulescomments@sec.gov. Please include File
No. 265–28 on the subject line; or
khammond on DSKBBV9HB2PROD with NOTICES
Paper Statements
• Send paper statements to Vanessa A.
Countryman, Secretary, Securities and
Exchange Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File No.
265–28. This file number should be
included on the subject line if email is
used. To help us process and review
your statement more efficiently, please
use only one method.
Statements also will be available for
website viewing and printing in the
Commission’s Public Reference Room,
100 F Street NE, Room 1503,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. All statements
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly.
FOR FURTHER INFORMATION CONTACT:
Marc Oorloff Sharma, Chief Counsel,
Office of the Investor Advocate, at (202)
551–3302, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549.
SUPPLEMENTARY INFORMATION: The
meeting will be open to the public via
telephone. Persons needing special
accommodations to take part because of
a disability should notify the contact
person listed in the section above
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entitled FOR FURTHER INFORMATION
CONTACT.
The agenda for the meeting includes:
Welcome remarks; a discussion
regarding the proxy process (which will
include a Recommendation of the
Investor as Owner subcommittee).
Dated: August 12, 2019.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2019–17559 Filed 8–15–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86631; File No. SR–
NYSEArca–2019–39]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Designation of a
Longer Period for Commission Action
on a Proposed Rule Change To Amend
NYSE Arca Rule 8.201–E (CommodityBased Trust Shares) and To List and
Trade Shares of the United States
Bitcoin and Treasury Investment Trust
Under NYSE Arca Rule 8.201–E
August 12, 2019.
On June 12, 2019, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to amend NYSE Arca Rule
8.201–E (Commodity-Based Trust
Shares) and to list and trade shares of
the United States Bitcoin and Treasury
Investment Trust under NYSE Arca Rule
8.201–E. The proposed rule change was
published for comment in the Federal
Register on July 1, 2019.3 As of August
12, 2019, the Commission has received
6 comment letters on the proposed rule
change.4
Section 19(b)(2) of the Act 5 provides
that within 45 days of the publication of
notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding, or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 86195
(June 25, 2019), 84 FR 31373 (July 1, 2019).
4 Comments on the proposed rule change can be
found at: https://www.sec.gov/comments/srnysearca-2019-39/srnysearca201939.htm.
5 15 U.S.C. 78s(b)(2).
2 17
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proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day after
publication of the notice for this
proposed rule change is August 15,
2019. The Commission is extending this
45-day time period.
The Commission finds it appropriate
to designate a longer period within
which to take action on the proposed
rule change so that it has sufficient time
to consider the proposed rule change.
Accordingly, the Commission, pursuant
to Section 19(b)(2) of the Act,6
designates September 29, 2019, as the
date by which the Commission shall
either approve or disapprove, or
institute proceedings to determine
whether to disapprove, the proposed
rule change (File No. SR–NYSEArca–
2019–39).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–17592 Filed 8–15–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
33588; 812–15012]
Collaborative Investment Series Trust
and Tactical Fund Advisors, LLC;
Notice of Application
August 12, 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: Collaborative Investment
Series Trust (the ‘‘Trust’’), a Delaware
statutory trust registered under the Act
6 Id.
7 17
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CFR 200.30–3(a)(31).
16AUN1
Federal Register / Vol. 84, No. 159 / Friday, August 16, 2019 / Notices
khammond on DSKBBV9HB2PROD with NOTICES
as an open-end management investment
company with multiple series, and
Tactical Fund Advisors, LLC (the
‘‘Initial Adviser’’), an Ohio limited
liability company registered as an
investment adviser under the
Investment Advisers Act of 1940.
Filing Dates: The application was
filed on March 20, 2019 and amended
on July 17, 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 September 6, 2019, and
should be accompanied by proof of
service on 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: Collaborative Investment
Series Trust, Attn: Gregory Skidmore,
8000 Town Center Drive, Suite 400,
Broadview Heights, OH 44147; and
Tactical Fund Advisors, LLC, Attn:
Drew Horter, 8316 Cornell Road,
Cincinnati, OH 45249.
FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, Senior Counsel,
at (202) 551–6879, or Andrea
Ottomanelli Magovern, 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 for 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 Initial Adviser is the
investment adviser to the Tactical
Growth Allocation Fund, Tactical
Moderate Allocation Fund, and Tactical
Conservative Allocation Fund (together,
the ‘‘Initial Funds’’), each a series of the
Trust, pursuant to an investment
management agreement with the Trust
(‘‘Investment Management
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Agreement’’).1 Under the terms of the
Investment Management Agreement, the
Adviser, subject to the supervision of
the board of trustees of the Trust
(‘‘Board’’), provides continuous
investment management of the assets of
each Subadvised Fund. Consistent with
the terms of the Investment
Management Agreement, the Adviser
may, subject to the approval of the
Board, delegate portfolio management
responsibilities of all or a portion of the
assets of a Subadvised Fund to one or
more Sub-Advisers.2 The Adviser will
continue to have overall responsibility
for the management and investment of
the assets of each Subadvised Fund. The
Adviser will evaluate, select, and
recommend Sub-Advisers to manage the
assets of a Subadvised Fund and will
oversee, monitor and review the SubAdvisers and their performance and
recommend the removal or replacement
of Sub-Advisers.
2. Applicants request an order to
permit the Adviser, subject to the
approval of the Board, to enter into
investment sub-advisory agreements
with the Sub-Advisers (each, a ‘‘SubAdvisory Agreement’’) and materially
amend such Sub-Advisory Agreements
without obtaining the shareholder
approval required under section 15(a) of
1 Applicants request relief with respect to the
Initial Funds, as well as to any future series of the
Trust and any other existing or future registered
open-end management investment company or
series thereof that, in each case, is advised by the
Initial Adviser or any entity controlling, controlled
by, or under common control with, the Initial
Adviser or its successors (each, also an ‘‘Adviser’’),
uses the multi-manager structure described in the
application, and complies with the terms and
conditions set forth in the application (each, a
‘‘Subadvised Fund’’). 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. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to
section 12(d)(1)(E) of the Act. In such a structure,
certain series of the Trust (each, a ‘‘Feeder Fund’’)
may invest substantially all of their assets in a
Subadvised 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 As used herein, a ‘‘Sub-Adviser’’ for a
Subadvised Fund is (1) an indirect or direct
‘‘wholly owned subsidiary’’ (as such term is defined
in the Act) of the Adviser for that Subadvised Fund,
or (2) a sister company of the Adviser for that
Subadvised Fund that is an indirect or direct
‘‘wholly-owned subsidiary’’ of the same company
that, indirectly or directly, wholly owns the Adviser
(each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’
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 the
Subadvised Fund, any Feeder Fund invested in a
Master Fund, the Trust, or the Adviser, except to
the extent that an affiliation arises solely because
the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (‘‘Non-Affiliated Sub-Advisers’’).
PO 00000
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42029
the Act and rule 18f–2 under the Act.3
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-Adviser; (b) the
aggregate fees paid to Non-Affiliated
Sub-Advisers; and (c) the fee paid to
each Affiliated Sub-Adviser
(collectively, Aggregate Fee
Disclosure’’).4
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 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 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
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.
3 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 SubAdviser’’).
4 For any Subadvised Fund that is a Master Fund,
the relief would also permit any Feeder Fund
invested in that Master Fund to disclose Aggregate
Fee Disclosure.
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42030
Federal Register / Vol. 84, No. 159 / Friday, August 16, 2019 / Notices
For the Commission, by the Division of
Investment Management, under delegated
authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019–17582 Filed 8–15–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–86636; File No. SR–
NYSEArca–2018–98]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of
Amendment No. 4 and Order Granting
Accelerated Approval of a Proposed
Rule Change, as Modified by
Amendment No. 4, To List and Trade
Shares of the iShares Commodity
Multi-Strategy ETF Under NYSE Arca
Rule 8.600–E
August 12, 2019.
I. Introduction
On December 21, 2018, NYSE Arca,
Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b–4 thereunder,2 a proposed rule
change to list and trade shares
(‘‘Shares’’) of the iShares Commodity
Multi-Strategy ETF (‘‘Fund’’) under
NYSE Arca Rule 8.600–E. On February
1, 2019, pursuant to Section 19(b)(1) of
the Act,3 the Commission noticed the
proposed rule change and, pursuant to
Section 19(b)(2) of the Act,4 designated
a longer period within which to approve
the proposed rule change, disapprove
the proposed rule change, or institute
proceedings to determine whether to
approve or disapprove the proposed
rule change.5 On March 6, 2019, the
Exchange filed Amendment No. 1 to the
proposed rule change, which replaced
and superseded the proposed rule
change as originally filed, and on March
14, 2019, the Exchange filed
Amendment No. 2 to the proposed rule
change, which replaced and superseded
the proposed rule change, as modified
by Amendment No. 1. On March 20,
2019, the Commission noticed the
proposed rule change, as modified by
khammond on DSKBBV9HB2PROD with NOTICES
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(1).
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 85033,
84 FR 2618 (February 7, 2019). The Commission
designated March 21, 2019, as the date by which
the Commission would approve the proposed rule
change, disapprove the proposed rule change, or
institute proceedings to determine whether to
approve or disapprove the proposed rule change.
2 17
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Amendment No. 2, and instituted
proceedings under Section 19(b)(2)(B) of
the Act 6 to determine whether to
approve or disapprove the proposed
rule change, as modified by Amendment
No. 2.7 On March 29, 2019, the
Exchange filed Amendment No. 3 to the
proposed rule change, which replaced
and superseded the proposed rule
change, as modified by Amendment No.
2. On June 13, 2019, the Commission
designated a longer period for
Commission action on the proceedings
to determine whether to approve or
disapprove the proposed rule change.8
On August 8, 2019, the Exchange filed
Amendment No. 4 to the proposed rule
change, which replaced and superseded
the proposed rule change, as modified
by Amendment No. 3.9 The Commission
6 15
U.S.C. 78s(b)(2)(B).
Securities Exchange Act Release No. 85375,
84 FR 11375 (March 26, 2019) (‘‘Order Instituting
Proceedings’’).
8 See Securities Exchange Act Release No. 86104,
84 FR 28602 (June 19, 2019). The Commission
extended the date by which the Commission shall
approve or disapprove the proposed rule change to
August 18, 2019.
9 In Amendment No. 4, the Exchange: (1)
Modified the description of the commodity futures
included in the Reference Benchmark (as defined
below); (2) modified the types of reference assets for
the derivative instruments in which the Fund may
invest; (3) clarified that the Fund may invest in
Short-Term Fixed Income Securities (as defined
below) other than cash equivalents on an ongoing
basis for cash management purposes only; (4)
modified the instruments included in the ShortTerm Fixed Income Securities that the Fund may
invest in for cash management purposes (and which
would be excluded from the requirements of
Commentary .01(b)(1)–(4) to NYSE Arca Rule
8.600–E); (5) represented that the Fund’s holdings
in non-convertible corporate debt securities will not
exceed 30% of the weight of Fund’s holdings in
cash equivalents and Short-Term Fixed Income
Securities, collectively; (6) specified that all
exchange-traded notes (‘‘ETNs’’) which the Fund
may hold will be listed and traded in the U.S. on
a national securities exchange and the Fund will
not invest in inverse or leveraged ETNs; (7)
amended representations relating to the Fund’s
holdings in OTC Derivatives (as defined below) to,
among other things, (a) add a representation that the
Fund’s holdings in OTC Derivatives will comply
with the requirements of Commentary .01(f) to
NYSE Arca Rule 8.600–E; and (b) remove a
representation that the aggregate gross notional
value of OTC Derivatives based on any five or fewer
underlying reference assets will not exceed 65% of
the weight of the portfolio (including gross notional
exposures), and the aggregate gross notional value
of OTC Derivatives based on any single underlying
reference asset will not exceed 30% of the weight
of the portfolio (including gross notional
exposures); (8) added a representation by the
Adviser that futures on all commodities in the
Reference Benchmark are traded on futures
exchanges that are members of the Intermarket
Surveillance Group (‘‘ISG’’) or with which the
Exchange has in place a comprehensive
surveillance sharing agreement (‘‘CSSA’’); (9)
specified that quotation and last sale information
for exchange-traded funds (‘‘ETFs’’) and ETNs that
the Fund may hold will be available via the
Consolidated Tape Association (‘‘CTA’’) high-speed
line; and (10) made other technical and conforming
changes. Amendment No. 4 is available at: https://
7 See
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Frm 00075
Fmt 4703
Sfmt 4703
has received no comment letters on the
proposal.
The Commission is publishing this
notice and order to solicit comments on
the proposed rule change, as modified
by Amendment No. 4, from interested
persons and is approving the proposed
rule change, as modified by Amendment
No. 4, on an accelerated basis.
II. Summary of the Exchange’s
Description of the Proposal, as
Modified by Amendment No. 4 10
The Exchange proposes to list and
trade Shares of the Fund under NYSE
Arca Rule 8.600–E, which governs the
listing and trading of Managed Fund
Shares on the Exchange. The Shares will
be offered by iShares U.S. ETF Trust
(‘‘Trust’’), which is registered with the
Commission as an open-end
management investment company.11
The Fund is a series of the Trust.
BlackRock Fund Advisors (‘‘Adviser’’)
will be the investment adviser for the
Fund.12 BlackRock Investments, LLC
will be the distributor for the Fund’s
Shares. State Street Bank and Trust
Company will serve as the
administrator, custodian and transfer
agent for the Fund.
A. Fund Investments
According to the Exchange, the
investment objective of the Fund will be
to seek to provide exposure, on a total
www.sec.gov/comments/sr-nysearca-2018-98/
srnysearca201898-5945207-189091.pdf.
10 For a complete description of the Exchange’s
proposal, as amended, see Amendment No. 4, supra
note 9.
11 According to the Exchange, on December 3,
2018, the Trust filed with the Commission its
registration statement on Form N–1A under the
Securities Act of 1933 and under the Investment
Company Act of 1940 (‘‘1940 Act’’) relating to the
Fund (File Nos. 333–179904 and 811–22649)
(‘‘Registration Statement’’). In addition, the
Exchange states that the Commission has issued an
order upon which the Trust may rely, granting
certain exemptive relief under the 1940 Act. See
Investment Company Act Release No. 29571
(January 24, 2011) (File No. 812–13601).
12 According to the Exchange, the Adviser is not
registered as a broker-dealer but is affiliated with
a broker-dealer and has implemented and will
maintain a fire wall with respect to its broker-dealer
affiliate regarding access to information concerning
the composition and/or changes to the portfolio. In
the event (a) the Adviser becomes registered as a
broker-dealer or newly affiliated with a brokerdealer, or (b) any new adviser or sub-adviser is a
registered broker-dealer or becomes affiliated with
a broker-dealer, it will implement and maintain a
fire wall with respect to its relevant personnel or
its broker-dealer affiliate regarding access to
information concerning the composition and/or
changes to the portfolio, and will be subject to
procedures designed to prevent the use and
dissemination of material non-public information
regarding such portfolio. The Exchange also
represents that the Adviser and its related
personnel are subject to the provisions of Rule
204A–1 under the Investment Advisers Act of 1940
relating to codes of ethics.
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]]>Agencies
[Federal Register Volume 84, Number 159 (Friday, August 16, 2019)]
[Notices]
[Pages 42028-42030]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17582]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33588; 812-15012]
Collaborative Investment Series Trust and Tactical Fund Advisors,
LLC; Notice of Application
August 12, 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: Collaborative Investment Series Trust (the ``Trust''),
a Delaware statutory trust registered under the Act
[[Page 42029]]
as an open-end management investment company with multiple series, and
Tactical Fund Advisors, LLC (the ``Initial Adviser''), an Ohio limited
liability company registered as an investment adviser under the
Investment Advisers Act of 1940.
Filing Dates: The application was filed on March 20, 2019 and
amended on July 17, 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 September 6, 2019, and should be accompanied by proof of
service on 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: Collaborative
Investment Series Trust, Attn: Gregory Skidmore, 8000 Town Center
Drive, Suite 400, Broadview Heights, OH 44147; and Tactical Fund
Advisors, LLC, Attn: Drew Horter, 8316 Cornell Road, Cincinnati, OH
45249.
FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, at (202) 551-6879, or Andrea Ottomanelli Magovern, 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 for 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 Initial Adviser is the investment adviser to the Tactical
Growth Allocation Fund, Tactical Moderate Allocation Fund, and Tactical
Conservative Allocation Fund (together, the ``Initial Funds''), each a
series of the Trust, pursuant to an investment management agreement
with the Trust (``Investment Management Agreement'').\1\ Under the
terms of the Investment Management Agreement, the Adviser, subject to
the supervision of the board of trustees of the Trust (``Board''),
provides continuous investment management of the assets of each
Subadvised Fund. Consistent with the terms of the Investment Management
Agreement, the Adviser may, subject to the approval of the Board,
delegate portfolio management responsibilities of all or a portion of
the assets of a Subadvised Fund to one or more Sub-Advisers.\2\ The
Adviser will continue to have overall responsibility for the management
and investment of the assets of each Subadvised Fund. The Adviser will
evaluate, select, and recommend Sub-Advisers to manage the assets of a
Subadvised Fund and will oversee, monitor and review the Sub-Advisers
and their performance and recommend the removal or replacement of Sub-
Advisers.
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\1\ Applicants request relief with respect to the Initial Funds,
as well as to any future series of the Trust and any other existing
or future registered open-end management investment company or
series thereof that, in each case, is advised by the Initial Adviser
or any entity controlling, controlled by, or under common control
with, the Initial Adviser or its successors (each, also an
``Adviser''), uses the multi-manager structure described in the
application, and complies with the terms and conditions set forth in
the application (each, a ``Subadvised Fund''). 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. Future Subadvised Funds may be
operated as a master-feeder structure pursuant to section
12(d)(1)(E) of the Act. In such a structure, certain series of the
Trust (each, a ``Feeder Fund'') may invest substantially all of
their assets in a Subadvised 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\ As used herein, a ``Sub-Adviser'' for a Subadvised Fund is
(1) an indirect or direct ``wholly owned subsidiary'' (as such term
is defined in the Act) of the Adviser for that Subadvised Fund, or
(2) a sister company of the Adviser for that Subadvised Fund that is
an indirect or direct ``wholly-owned subsidiary'' of the same
company that, indirectly or directly, wholly owns the Adviser (each
of (1) and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person''
(as such term is defined in section 2(a)(3) of the Act) of the
Subadvised Fund, any Feeder Fund invested in a Master Fund, the
Trust, or the Adviser, except to the extent that an affiliation
arises solely because the Sub-Adviser serves as a sub-adviser to a
Subadvised Fund (``Non-Affiliated Sub-Advisers'').
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2. Applicants request an order to permit the Adviser, subject to
the approval of the Board, to enter into investment sub-advisory
agreements with the Sub-Advisers (each, a ``Sub-Advisory Agreement'')
and materially amend such Sub-Advisory Agreements 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 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-Adviser; (b) the aggregate fees paid to Non-Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser
(collectively, Aggregate Fee Disclosure'').\4\
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\3\ 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'').
\4\ For any Subadvised Fund that is a Master Fund, the relief
would also permit any Feeder Fund invested in that Master Fund to
disclose Aggregate Fee Disclosure.
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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 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 Agreements 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.
[[Page 42030]]
For the Commission, by the Division of Investment Management,
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17582 Filed 8-15-19; 8:45 am]
BILLING CODE 8011-01-P
