Uncommon Investment Funds Trust and Uncommon Investment Advisors LLC, 38510-38514 [2021-15463]

Download as PDF jbell on DSKJLSW7X2PROD with NOTICES 38510 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices Financial Industry Regulatory Authority (‘‘FINRA’’). The requirement that the fund send a notification to shareholders of each offer is intended to ensure that a fund provides material information to shareholders about the terms of each offer. The requirement that copies be sent to the Commission is intended to enable the Commission to monitor the fund’s compliance with the notification requirement. The requirement that the shareholder notification be attached to Form N–23c–3 is intended to ensure that the fund provides basic information necessary for the Commission to process the notification and to monitor the fund’s use of repurchase offers. The requirement that the fund describe its current policy on repurchase offers and the results of recent offers in the annual shareholder report is intended to provide shareholders current information about the fund’s repurchase policies and its recent experience. The requirement that the board approve and review written procedures designed to maintain portfolio liquidity is intended to ensure that the fund has enough cash or liquid securities to meet its repurchase obligations, and that written procedures are available for review by shareholders and examination by the Commission. The requirement that the fund file advertisements and sales literature as if it were an open-end fund is intended to facilitate the review of these materials by the Commission or FINRA to prevent incomplete, inaccurate, or misleading disclosure about the special characteristics of a closed-end fund that makes periodic repurchase offers. The Commission staff estimates that 60 funds make use of rule 23c–3 annually, including 32 funds that are relying upon rule 23c–3 for the first time. The Commission staff estimates that on average a fund spends 89 hours annually in complying with the requirements of the Rule and Form N–23c–3, with funds relying upon rule 23c–3 for the first time incurring an additional one-time burden of 28 hours. The Commission therefore estimates the total annual hour burden of the rule’s and form’s paperwork requirements to be 6,236 hours. In addition to the burden hours, the Commission staff estimates that the average yearly cost to each fund that relies on rule 23c–3 to print and mail repurchase offers to shareholders is about $32,744.13. The Commission estimates total annual cost is therefore about $1,964,647. Estimates of average burden hours and costs are made solely for purposes of the Paperwork Reduction Act and are not derived from a comprehensive or VerDate Sep<11>2014 17:26 Jul 20, 2021 Jkt 253001 even representative survey or study of the costs of Commission rules and forms. Compliance with the collection of information requirements of the rule and form is mandatory only for those funds that rely on the rule in order to repurchase shares of the fund. The information provided to the Commission on Form N–23c–3 will not be 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 OMB control number. Written comments are invited on: (a) Whether the collection of information is necessary for the proper performance of the functions of the Commission, including whether the information has practical utility; (b) the accuracy of the Commission’s estimate of the burden of the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, C/O Cynthia Roscoe, 100 F Street NE, Washington, DC 20549; or send an email to: PRA_ Mailbox@sec.gov. All submissions should refer to File Number 270–373. This file number should be included on the subject line if email is used. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov). All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. Dated: July 15, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–15427 Filed 7–20–21; 8:45 am] BILLING CODE 8011–01–P PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34331; 812–15180] Uncommon Investment Funds Trust and Uncommon Investment Advisors LLC July 15, 2021. 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, 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 (‘‘1934 Act’’), and sections 6–07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). APPLICANTS: Uncommon Investment Funds Trust (‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series (each a ‘‘Fund’’) and Uncommon Investment Advisors LLC (‘‘Initial Adviser’’), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’) that serves as an investment adviser to the Uncommon Generosity 50 Equity ETF and Uncommon Portfolio Design Core Equity ETF (collectively with the Trust, the ‘‘Applicants’’). SUMMARY OF APPLICATION: The requested exemption would permit Applicants to enter into and materially amend subadvisory agreements with subadvisers without shareholder approval and would grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. FILING DATES: The application was filed on November 25, 2020, and amended on March 12, 2021, and June 10, 2021. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by emailing the Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants with a copy of the request by email. Hearing requests should be received by the Commission by 5:30 p.m. on August 9, 2021, 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 E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 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 emailing the Commission’s Secretary. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: Thaddeus Leszczynski, Uncommon Investment Funds Trust, by email: tlesc@csacompliance.com (with a copy to agoldberg@stradley.com). FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior Counsel, at (202) 551–6879, or Lisa Reid Ragen, Branch Chief, at (202) 551–6825 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s 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. jbell on DSKJLSW7X2PROD with NOTICES I. Requested Exemptive Relief 1. Applicants request an order to permit the Adviser,1 subject to the approval of the board of trustees of the Trust (collectively, the ‘‘Board’’),2 including a majority of the trustees who are not ‘‘interested persons’’ of the Trust or the Adviser, as defined in section 2(a)(19) of the Act (the ‘‘Independent Trustees’’), without obtaining shareholder approval, to: (i) Select investment subadvisers (‘‘Subadvisers’’) for all or a portion of the assets of one or more of the Funds pursuant to an investment subadvisory agreement with each Subadviser (each a ‘‘Subadvisory Agreement’’); and (ii) materially amend Subadvisory Agreements with the Subadvisers. 2. Applicants also request an order exempting the Subadvised Funds (as defined below) from the Disclosure Requirements, which require each Fund 1 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 that serves as the primary adviser to a Subadvised Fund. For the purposes of the requested order, ‘‘successor’’ is limited to an entity or entities that result from a reorganization into another jurisdiction or a change in the type of business organization. Any other Adviser also will be registered with the Commission as an investment adviser under the Advisers Act. 2 The term ‘‘Board’’ also includes the board of trustees or directors of a future Subadvised Fund (as defined below), if different from the board of trustees (‘‘Trustees’’) of the Trust. VerDate Sep<11>2014 17:26 Jul 20, 2021 Jkt 253001 to disclose fees paid to a Subadviser. Applicants seek relief to permit each Subadvised Fund to disclose (as a dollar amount and a percentage of the Fund’s net assets): (i) The aggregate fees paid to the Adviser and any Wholly-Owned Subadvisers; and (ii) the aggregate fees paid to Affiliated and Non-Affiliated Subadvisers (‘‘Aggregate Fee Disclosure’’).3 Applicants seek an exemption to permit a Subadvised Fund to include only the Aggregate Fee Disclosure.4 3. Applicants request that the relief apply to Applicants, as well as to any other existing or future registered openend 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, a ‘‘Subadvised Fund’’).5 II. Management of the Subadvised Funds 4. The Adviser serves or will serve as the investment adviser to each Subadvised Fund pursuant to an investment advisory agreement with the Fund (each an ‘‘Investment Advisory Agreement’’). Each Investment Advisory Agreement has been or will be approved by the Board, including a majority of the Independent Trustees, and by the shareholders of the relevant Subadvised Fund in the manner required by sections 15(a) and 15(c) of the Act. The terms of these Investment Advisory Agreements comply or will comply with section 15(a) of the Act. Applicants are not seeking an exemption from the Act 3 A ‘‘Wholly-Owned Subadviser’’ is any investment adviser that is (1) an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the Adviser, (2) a ‘‘sister company’’ of the Adviser that is an indirect or direct ‘‘wholly-owned subsidiary’’ of the same company that indirectly or directly wholly owns the Adviser (the Adviser’s ‘‘parent company’’), or (3) a parent company of the Adviser. An ‘‘Affiliated Subadviser’’ is any investment subadviser that is not a Wholly-Owned Subadviser, but is an ‘‘affiliated person’’ (as defined in section 2(a)(3) of the Act) of a Subadvised Fund or the Adviser for reasons other than serving as investment subadviser to one or more Funds. A ‘‘Non-Affiliated Subadviser’’ is any investment adviser that is not an ‘‘affiliated person’’ (as defined in 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. 4 Applicants note that all other items required by sections 6–07(2)(a), (b) and (c) of Regulation S–X will be disclosed. 5 All registered open-end investment companies that currently intend to rely on the requested order are named as Applicants. Any entity that relies on the requested order will do so only in accordance with the terms and conditions contained in the application. PO 00000 Frm 00067 Fmt 4703 Sfmt 4703 38511 with respect to the Investment Advisory Agreements. Pursuant to the terms of each Investment Advisory Agreement, the Adviser, subject to the oversight of the Board, will provide continuous investment management for each Subadvised Fund. For its services to each Subadvised Fund, the Adviser receives or will receive an investment advisory fee from that Fund as specified in the applicable Investment Advisory Agreement. 5. Consistent with the terms of each Investment Advisory Agreement, the Adviser may, subject to the approval of the Board, including a majority of the Independent Trustees, and the shareholders of the applicable Subadvised Fund (if required by applicable law), delegate portfolio management responsibilities of all or a portion of the assets of a Subadvised Fund to a Subadviser. The Adviser will retain overall responsibility for the management and investment of the assets of each Subadvised Fund. This responsibility includes recommending the removal or replacement of Subadvisers, allocating the portion of that Subadvised Fund’s assets to any given Subadviser and reallocating those assets as necessary from time to time.6 The Subadvisers will be ‘‘investment advisers’’ to the Subadvised Funds within the meaning of Section 2(a)(20) of the Act and will provide investment management services to the Funds subject to, without limitation, the requirements of Sections 15(c) and 36(b) of the Act.7 The Subadvisers, subject to the oversight of the Adviser and the Board, will determine the securities and other investments to be purchased, sold or entered into by a Subadvised Fund’s portfolio or a portion thereof, and will place orders with brokers or dealers that they select.8 6. The Subadvisory Agreements will be approved by the Board, including a majority of the Independent Trustees, in accordance with sections 15(a) and 15(c) 6 Applicants represent that if the name of any Subadvised Fund contains the name of a subadviser, the name of the Adviser that serves as the primary adviser to the Fund, or a trademark or trade name that is owned by or publicly used to identify the Adviser, will precede the name of the subadviser. 7 The Subadvisers will be registered with the Commission as an investment adviser under the Advisers Act or not subject to such registration. 8 A ‘‘Subadviser’’ also includes an investment subadviser that will provide the Adviser with a model portfolio reflecting a specific strategy, style or focus with respect to the investment of all or a portion of a Subadvised Fund’s assets. The Adviser may use the model portfolio to determine the securities and other instruments to be purchased, sold or entered into by a Subadvised Fund’s portfolio or a portion thereof, and place orders with brokers or dealers that it selects. E:\FR\FM\21JYN1.SGM 21JYN1 38512 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices of the Act. In addition, the terms of each Subadvisory Agreement will comply fully with the requirements of section 15(a) of the Act. The Adviser may compensate the Subadvisers or the Subadvised Funds may compensate the Subadvisers directly. 7. Subadvised Funds will inform shareholders of the hiring of a new Subadviser pursuant to the following procedures (‘‘Modified Notice and Access Procedures’’): (a) Within 90 days after a new Subadviser is hired for any Subadvised Fund, that Fund will send its shareholders either a Multi-manager Notice or a Multi-manager Notice and Multi-manager Information Statement; 9 and (b) the Subadvised Fund will make the Multi-manager Information Statement available on the website identified in the Multi-manager Notice no later than when the Multi-manager Notice (or Multi-manager Notice and Multi-manager Information Statement) is first sent to shareholders, and will maintain it on that website for at least 90 days.10 jbell on DSKJLSW7X2PROD with NOTICES III. Applicable Law 8. Section 15(a) of the Act states, in part, that it is unlawful for any person to act as an investment adviser to a registered investment company ‘‘except pursuant to a written contract, which contract, whether with such registered company or with an investment adviser of such registered company, has been approved by the vote of a majority of the outstanding voting securities of such registered company.’’ 9. Form N–1A is the registration statement used by open-end investment companies. Item 19(a)(3) of Form N–1A 9 A ‘‘Multi-manager Notice’’ will be modeled on a Notice of internet Availability as defined in Rule 14a–16 under the 1934 Act, and specifically will, among other things: (a) Summarize the relevant information regarding the new Subadviser (except as modified to permit Aggregate Fee Disclosure); (b) inform shareholders that the Multi-manager Information Statement is available on a website; (c) provide the website address; (d) state the time period during which the Multi-manager Information Statement will remain available on that website; (e) provide instructions for accessing and printing the Multi-manager Information Statement; and (f) instruct the shareholder that a paper or email copy of the Multi-manager Information Statement may be obtained, without charge, by contacting the Subadvised Fund. A ‘‘Multi-manager Information Statement’’ will meet the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the 1934 Act for an information statement, except as modified by the requested order to permit Aggregate Fee Disclosure. Multi-manager Information Statements will be filed with the Commission via the EDGAR system. 10 In addition, Applicants represent that whenever a Subadviser is hired or terminated, or a Subadvisory Agreement is materially amended, the Subadvised Fund’s prospectus and statement of additional information will be supplemented promptly pursuant to rule 497(e) under the Securities Act of 1933. VerDate Sep<11>2014 17:26 Jul 20, 2021 Jkt 253001 requires a registered investment company to disclose in its statement of additional information the method of computing the ‘‘advisory fee payable’’ by the investment company with respect to each investment adviser, including the total dollar amounts that the investment company ‘‘paid to the adviser (aggregated with amounts paid to affiliated advisers, if any), and any advisers who are not affiliated persons of the adviser, under the investment advisory contract for the last three fiscal years.’’ 10. Rule 20a–1 under the Act requires proxies solicited with respect to a registered investment company to comply with Schedule 14A under the 1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A, taken together, require a proxy statement for a shareholder meeting at which the advisory contract will be voted upon to include the ‘‘rate of compensation of the investment adviser,’’ the ‘‘aggregate amount of the investment adviser’s fee,’’ a description of the ‘‘terms of the contract to be acted upon,’’ and, if a change in the advisory fee is proposed, the existing and proposed fees and the difference between the two fees. 11. Regulation S–X sets forth the requirements for financial statements required to be included as part of a registered investment company’s registration statement and shareholder reports filed with the Commission. Sections 6–07(2)(a), (b), and (c) of Regulation S–X require a registered investment company to include in its financial statements information about investment advisory fees. 12. 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 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. Applicants state that the requested relief meets this standard for the reasons discussed below. IV. Arguments in Support of the Requested Relief 13. Applicants assert that, from the perspective of the shareholder, the role of the Subadvisers is substantially equivalent to the limited role of the individual portfolio managers employed by an investment adviser to a traditional investment company. Applicants also assert that the shareholders expect the Adviser, subject to review and approval PO 00000 Frm 00068 Fmt 4703 Sfmt 4703 of the Board, to select a Subadviser who is in the best position to achieve the Subadvised Fund’s investment objective. Applicants believe that permitting the Adviser to perform the duties for which the shareholders of the Subadvised Fund are paying the Adviser—the selection, oversight and evaluation of the Subadviser—without incurring unnecessary delays or expenses of convening special meetings of shareholders is appropriate and in the interest of the Fund’s shareholders, and will allow such Fund to operate more efficiently. Applicants state that each Investment Advisory Agreement will continue to be fully subject to section 15(a) of the Act and approved by the relevant Board, including a majority of the Independent Trustees, in the manner required by section 15(a) and 15(c) of the Act. 14. Applicants submit that the requested relief meets the standards for relief under section 6(c) of the Act. Applicants state that the operation of the Subadvised Fund in the manner described in the Application must be approved by shareholders of that Fund before it may rely on the requested relief. Applicants also state that the proposed conditions to the requested relief are designed to address any potential conflicts of interest or economic incentives, and provide that shareholders are informed when new Subadvisers are hired. 15. Applicants contend that, in the circumstances described in the application, a proxy solicitation to approve the appointment of new Subadvisers provides no more meaningful information to shareholders than the proposed Multi-manager Information Statement. Applicants state that, accordingly, they believe the requested relief 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. 16. With respect to the relief permitting Aggregate Fee Disclosure, Applicants assert that disclosure of the individual fees paid to the Subadvisers does not serve any meaningful purpose. Applicants contend that the primary reasons for requiring disclosure of individual fees paid to Subadvisers are to inform shareholders of expenses to be charged by a particular Subadvised Fund and to enable shareholders to compare the fees to those of other comparable investment companies. Applicants believe that the requested relief satisfies these objectives because the Subadvised Fund’s overall advisory fee will be fully disclosed and, E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices therefore, shareholders will know what the Subadvised Fund’s fees and expenses are and will be able to compare the advisory fees a Subadvised Fund is charged to those of other investment companies. In addition, Applicants assert that the requested relief would benefit shareholders of the Subadvised Fund because it would improve the Adviser’s ability to negotiate the fees paid to Subadvisers. In particular, Applicants state that if the Adviser is not required to disclose the Subadvisers’ fees to the public, the Adviser may be able to negotiate rates that are below a Subadviser’s ‘‘posted’’ amounts. Applicants assert that the relief will also encourage Subadvisers to negotiate lower subadvisory fees with the Adviser if the lower fees are not required to be made public. jbell on DSKJLSW7X2PROD with NOTICES V. Relief for Affiliated Subadvisers 17. The Commission has granted the requested relief with respect to WhollyOwned and Non-Affiliated Subadvisers through numerous exemptive orders. The Commission also has extended the requested relief to Affiliated Subadvisers.11 Applicants state that although the Adviser’s judgment in recommending a Subadviser can be affected by certain conflicts, they do not warrant denying the extension of the requested relief to Affiliated Subadvisers. Specifically, the Adviser faces those conflicts in allocating fund assets between itself and a Subadviser, and across Subadvisers, as it has an interest in considering the benefit it will receive, directly or indirectly, from the fee the Subadvised Fund pays for the management of those assets. Applicants also state that to the extent the Adviser has a conflict of interest with respect to the selection of an Affiliated Subadviser, the proposed conditions are protective of shareholder interests by ensuring the Board’s independence and providing the Board with the appropriate resources and information to monitor and address conflicts. 18. With respect to the relief permitting Aggregate Fee Disclosure, Applicants assert that it is appropriate to disclose only aggregate fees paid to Affiliated Subadvisers for the same reasons that similar relief has been granted previously with respect to Wholly-Owned and Non-Affiliated Subadvisers. 11 Carillon Series Trust, et al., Investment Co. Act Rel. Nos. 33464 (May 2, 2019) (notice) and 33494 (May 29, 2019) (order). VerDate Sep<11>2014 17:26 Jul 20, 2021 Jkt 253001 VI. Applicants’ Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. Before a Subadvised Fund may rely on the order requested in the Application, the operation of the Subadvised Fund in the manner described in the Application will be, or has been, approved by a majority of the Subadvised Fund’s outstanding voting securities as defined in the Act, or, in the case of a Subadvised Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder before such Subadvised Fund’s shares are offered to the public. 2. The prospectus for each Subadvised Fund will disclose the existence, substance and effect of any order granted pursuant to the Application. In addition, each Subadvised Fund will hold itself out to the public as employing the multimanager structure described in the Application. The prospectus will prominently disclose that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. The Adviser will provide general management services to each Subadvised Fund, including overall supervisory responsibility for the general management and investment of the Subadvised Fund’s assets, and subject to review and oversight of the Board, will (i) set the Subadvised Fund’s overall investment strategies, (ii) evaluate, select, and recommend Subadvisers for all or a portion of the Subadvised Fund’s assets, (iii) allocate and, when appropriate, reallocate the Subadvised Fund’s assets among Subadvisers, (iv) monitor and evaluate the Subadvisers’ performance, and (v) implement procedures reasonably designed to ensure that Subadvisers comply with the Subadvised Fund’s investment objective, policies and restrictions. 4. Subadvised Funds will inform shareholders of the hiring of a new Subadviser within 90 days after the hiring of the new Subadviser pursuant to the Modified Notice and Access Procedures. 5. At all times, at least a majority of the Board will be Independent Trustees, and the selection and nomination of new or additional Independent Trustees will be placed within the discretion of the then-existing Independent Trustees. 6. Independent Legal Counsel, as defined in Rule 0–1(a)(6) under the Act, PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 38513 will be engaged to represent the Independent Trustees. The selection of such counsel will be within the discretion of the then-existing Independent Trustees. 7. Whenever a Subadviser is hired or terminated, the Adviser will provide the Board with information showing the expected impact on the profitability of the Adviser. 8. The Board must evaluate any material conflicts that may be present in a subadvisory arrangement. Specifically, whenever a subadviser change is proposed for a Subadvised Fund (‘‘Subadviser Change’’) or the Board considers an existing Subadvisory Agreement as part of its annual review process (‘‘Subadviser Review’’): (a) The Adviser will provide the Board, to the extent not already being provided pursuant to section 15(c) of the Act, with all relevant information concerning: (i) Any material interest in the proposed new Subadviser, in the case of a Subadviser Change, or the Subadviser in the case of a Subadviser Review, held directly or indirectly by the Adviser or a parent or sister company of the Adviser, and any material impact the proposed Subadvisory Agreement may have on that interest; (ii) any arrangement or understanding in which the Adviser or any parent or sister company of the Adviser is a participant that (A) may have had a material effect on the proposed Subadviser Change or Subadviser Review, or (B) may be materially affected by the proposed Subadviser Change or Subadviser Review; (iii) any material interest in a Subadviser held directly or indirectly by an officer or Trustee of the Subadvised Fund, or an officer or board member of the Adviser (other than through a pooled investment vehicle not controlled by such person); and (iv) any other information that may be relevant to the Board in evaluating any potential material conflicts of interest in the proposed Subadviser Change or Subadviser Review. (b) the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board minutes, that the Subadviser Change or continuation after Subadviser Review is in the best interests of the Subadvised Fund and its shareholders and, based on the information provided to the Board, does not involve a conflict of interest from which the Adviser, a Subadviser, any officer or Trustee of the Subadvised Fund, or any officer or board member of the Adviser derives an inappropriate advantage. E:\FR\FM\21JYN1.SGM 21JYN1 38514 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 9. Each Subadvised Fund will disclose in its registration statement the Aggregate Fee Disclosure. 10. In the event that the Commission adopts a rule under the Act providing substantially similar relief to that in the order requested in the Application, the requested order will expire on the effective date of that rule. 11. Any new Subadvisory Agreement or any amendment to an existing Investment Advisory Agreement or Subadvisory Agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Subadvised Fund will be submitted to the Subadvised Fund’s shareholders for approval. For the Commission, by the Division of Investment Management, under delegated authority. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–15463 Filed 7–20–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–776, OMB Control No. 3235–0730] Submission for OMB Review; Comment Request jbell on DSKJLSW7X2PROD with NOTICES Extension: Form N–PORT 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 (the ‘‘Commission’’) has submitted to the Office of Management and Budget a request for extension of the previously approved collection of information discussed below. The title for the collection of information is ‘‘Form N–PORT under the Investment Company Act of 1940.’’ Form N–PORT requires funds to report portfolio holdings information in a structured, XML format. The form is filed electronically using the Commission’s electronic filing system (Electronic Data Gathering, Analysis and Retrieval or ‘‘EDGAR’’). The purpose of Form N–PORT is to satisfy the filing and disclosure requirements of Section 30(b) of the Investment Company Act, and of Rule 30b1–9 thereunder. We estimate that 11980 entities will be required to submit reports on Form N–PORT. We estimate that 35% of funds will file reports on Form N–PORT in house and the remaining 65% of funds will retain the services of a third party to prepare and file reports on Form N–PORT on the fund’s behalf. The VerDate Sep<11>2014 17:26 Jul 20, 2021 Jkt 253001 estimated annual hourly burden associated with Form N–PORT 1,839,903 hours for an average of 153.6 hours per entity. The total annual internal time cost associated with Form N–PORT is $654,658,288. The total annual external cost associated with Form N–PORT is $113,858,133. The requirements of this collection of information are mandatory. Responses will not be 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 website, 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: Lindsay.M.Abate@omb.eop.gov; and (ii) David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o Cynthia Roscoe, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Comments must be submitted to OMB within 60 days of this notice. Dated: July 15, 2021. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2021–15432 Filed 7–20–21; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–663, OMB Control No. 3235–0724] For Submission; Comment Request Upon Written Request Copies Available From: U.S. Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Extension: Supplier Diversity Business Management System 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 summarized below. PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 The Commission is required under Section 342 of the Dodd-Frank Wall Street and Reform Act to develop standards and processes for ensuring the fair inclusion of women-owned and minority-owned businesses in all of the Commission’s business activities. In addition, the Commission is required to develop standards for coordinating technical assistance to minority-owned and women-owned businesses. 12 U.S.C. 5452(b)(2)(B). To help implement these requirements, the Office of Minority and Women Inclusion (OMWI) developed and maintains an electronic Supplier Diversity Business Management System (SDBMS) to collect up-to-date business information and capabilities statements from diverse suppliers interested in doing business with the Commission. The information collected in SDBMS assists the Commission with its market research efforts, enables the Commission to assess the effectiveness of its technical assistance and outreach efforts and identify target areas for additional program efforts, and facilitates the Commission’s compliance with its Congressionally-mandated reporting obligations on the Commission’s contract awards. The Commission invited comments on SDBMS. Information is collected in SDBMS via web-based, e-filed, dynamic form-based technology. The company point of contact completes a profile consisting of basic contact data and information on the capabilities of the business. The profile includes a series of questions, some of which are based on the data that the individual enters. Drop-down lists are included where appropriate to increase ease of use. The information collection is voluntary. There are no costs associated with this collection. SDBMS allows suppliers to self-register via a secure web portal that is accessible through a hyperlink on the Commission’s public website. Estimated number of annual responses: 300. Estimated annual reporting burden: 150 hours (30 minutes per submission). Other than a recent decrease in the number of respondents, presumably due to the COVID–19 pandemic, the estimated number of respondents overall remains the same at 300 per year, based on the actual response rate prior to the pandemic. As such, the total burden estimate also remains the same at 150 hours. On May 11, 2021, the Commission published a notice in the Federal Register (86 FR 25931) of its intention to request an extension of this currently approved collection of information, and E:\FR\FM\21JYN1.SGM 21JYN1

Agencies

[Federal Register Volume 86, Number 137 (Wednesday, July 21, 2021)]
[Notices]
[Pages 38510-38514]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-15463]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34331; 812-15180]


Uncommon Investment Funds Trust and Uncommon Investment Advisors 
LLC

July 15, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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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, 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 (``1934 Act''), and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements'').

APPLICANTS: Uncommon Investment Funds Trust (``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series (each a ``Fund'') and Uncommon 
Investment Advisors LLC (``Initial Adviser''), a Delaware limited 
liability company registered as an investment adviser under the 
Investment Advisers Act of 1940 (``Advisers Act'') that serves as an 
investment adviser to the Uncommon Generosity 50 Equity ETF and 
Uncommon Portfolio Design Core Equity ETF (collectively with the Trust, 
the ``Applicants'').

SUMMARY OF APPLICATION: The requested exemption would permit Applicants 
to enter into and materially amend subadvisory agreements with 
subadvisers without shareholder approval and would grant relief from 
the Disclosure Requirements as they relate to fees paid to the 
subadvisers.

FILING DATES: The application was filed on November 25, 2020, and 
amended on March 12, 2021, and June 10, 2021.

HEARING OR NOTIFICATION OF HEARING: An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by emailing the Commission's 
Secretary at [email protected] and serving Applicants with a 
copy of the request by email. Hearing requests should be received by 
the Commission by 5:30 p.m. on August 9, 2021, 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

[[Page 38511]]

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 emailing the Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: 
Thaddeus Leszczynski, Uncommon Investment Funds Trust, by email: 
[email protected] (with a copy to [email protected]).

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Lisa Reid Ragen, Branch Chief, at (202) 
551-6825 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's 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.

I. Requested Exemptive Relief

    1. Applicants request an order to permit the Adviser,\1\ subject to 
the approval of the board of trustees of the Trust (collectively, the 
``Board''),\2\ including a majority of the trustees who are not 
``interested persons'' of the Trust or the Adviser, as defined in 
section 2(a)(19) of the Act (the ``Independent Trustees''), without 
obtaining shareholder approval, to: (i) Select investment subadvisers 
(``Subadvisers'') for all or a portion of the assets of one or more of 
the Funds pursuant to an investment subadvisory agreement with each 
Subadviser (each a ``Subadvisory Agreement''); and (ii) materially 
amend Subadvisory Agreements with the Subadvisers.
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    \1\ 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 that 
serves as the primary adviser to a Subadvised Fund. For the purposes 
of the requested order, ``successor'' is limited to an entity or 
entities that result from a reorganization into another jurisdiction 
or a change in the type of business organization. Any other Adviser 
also will be registered with the Commission as an investment adviser 
under the Advisers Act.
    \2\ The term ``Board'' also includes the board of trustees or 
directors of a future Subadvised Fund (as defined below), if 
different from the board of trustees (``Trustees'') of the Trust.
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    2. Applicants also request an order exempting the Subadvised Funds 
(as defined below) from the Disclosure Requirements, which require each 
Fund to disclose fees paid to a Subadviser. Applicants seek relief to 
permit each Subadvised Fund to disclose (as a dollar amount and a 
percentage of the Fund's net assets): (i) The aggregate fees paid to 
the Adviser and any Wholly-Owned Subadvisers; and (ii) the aggregate 
fees paid to Affiliated and Non-Affiliated Subadvisers (``Aggregate Fee 
Disclosure'').\3\ Applicants seek an exemption to permit a Subadvised 
Fund to include only the Aggregate Fee Disclosure.\4\
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    \3\ A ``Wholly-Owned Subadviser'' is any investment adviser that 
is (1) an indirect or direct ``wholly-owned subsidiary'' (as such 
term is defined in the Act) of the Adviser, (2) a ``sister company'' 
of the Adviser that is an indirect or direct ``wholly-owned 
subsidiary'' of the same company that indirectly or directly wholly 
owns the Adviser (the Adviser's ``parent company''), or (3) a parent 
company of the Adviser. An ``Affiliated Subadviser'' is any 
investment subadviser that is not a Wholly-Owned Subadviser, but is 
an ``affiliated person'' (as defined in section 2(a)(3) of the Act) 
of a Subadvised Fund or the Adviser for reasons other than serving 
as investment subadviser to one or more Funds. A ``Non-Affiliated 
Subadviser'' is any investment adviser that is not an ``affiliated 
person'' (as defined in 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.
    \4\ Applicants note that all other items required by sections 6-
07(2)(a), (b) and (c) of Regulation S-X will be disclosed.
---------------------------------------------------------------------------

    3. Applicants request that the relief apply to Applicants, as well 
as to 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, 
a ``Subadvised Fund'').\5\
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    \5\ All registered open-end investment companies that currently 
intend to rely on the requested order are named as Applicants. Any 
entity that relies on the requested order will do so only in 
accordance with the terms and conditions contained in the 
application.
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II. Management of the Subadvised Funds

    4. The Adviser serves or will serve as the investment adviser to 
each Subadvised Fund pursuant to an investment advisory agreement with 
the Fund (each an ``Investment Advisory Agreement''). Each Investment 
Advisory Agreement has been or will be approved by the Board, including 
a majority of the Independent Trustees, and by the shareholders of the 
relevant Subadvised Fund in the manner required by sections 15(a) and 
15(c) of the Act. The terms of these Investment Advisory Agreements 
comply or will comply with section 15(a) of the Act. Applicants are not 
seeking an exemption from the Act with respect to the Investment 
Advisory Agreements. Pursuant to the terms of each Investment Advisory 
Agreement, the Adviser, subject to the oversight of the Board, will 
provide continuous investment management for each Subadvised Fund. For 
its services to each Subadvised Fund, the Adviser receives or will 
receive an investment advisory fee from that Fund as specified in the 
applicable Investment Advisory Agreement.
    5. Consistent with the terms of each Investment Advisory Agreement, 
the Adviser may, subject to the approval of the Board, including a 
majority of the Independent Trustees, and the shareholders of the 
applicable Subadvised Fund (if required by applicable law), delegate 
portfolio management responsibilities of all or a portion of the assets 
of a Subadvised Fund to a Subadviser. The Adviser will retain overall 
responsibility for the management and investment of the assets of each 
Subadvised Fund. This responsibility includes recommending the removal 
or replacement of Subadvisers, allocating the portion of that 
Subadvised Fund's assets to any given Subadviser and reallocating those 
assets as necessary from time to time.\6\ The Subadvisers will be 
``investment advisers'' to the Subadvised Funds within the meaning of 
Section 2(a)(20) of the Act and will provide investment management 
services to the Funds subject to, without limitation, the requirements 
of Sections 15(c) and 36(b) of the Act.\7\ The Subadvisers, subject to 
the oversight of the Adviser and the Board, will determine the 
securities and other investments to be purchased, sold or entered into 
by a Subadvised Fund's portfolio or a portion thereof, and will place 
orders with brokers or dealers that they select.\8\
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    \6\ Applicants represent that if the name of any Subadvised Fund 
contains the name of a subadviser, the name of the Adviser that 
serves as the primary adviser to the Fund, or a trademark or trade 
name that is owned by or publicly used to identify the Adviser, will 
precede the name of the subadviser.
    \7\ The Subadvisers will be registered with the Commission as an 
investment adviser under the Advisers Act or not subject to such 
registration.
    \8\ A ``Subadviser'' also includes an investment subadviser that 
will provide the Adviser with a model portfolio reflecting a 
specific strategy, style or focus with respect to the investment of 
all or a portion of a Subadvised Fund's assets. The Adviser may use 
the model portfolio to determine the securities and other 
instruments to be purchased, sold or entered into by a Subadvised 
Fund's portfolio or a portion thereof, and place orders with brokers 
or dealers that it selects.
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    6. The Subadvisory Agreements will be approved by the Board, 
including a majority of the Independent Trustees, in accordance with 
sections 15(a) and 15(c)

[[Page 38512]]

of the Act. In addition, the terms of each Subadvisory Agreement will 
comply fully with the requirements of section 15(a) of the Act. The 
Adviser may compensate the Subadvisers or the Subadvised Funds may 
compensate the Subadvisers directly.
    7. Subadvised Funds will inform shareholders of the hiring of a new 
Subadviser pursuant to the following procedures (``Modified Notice and 
Access Procedures''): (a) Within 90 days after a new Subadviser is 
hired for any Subadvised Fund, that Fund will send its shareholders 
either a Multi-manager Notice or a Multi-manager Notice and Multi-
manager Information Statement; \9\ and (b) the Subadvised Fund will 
make the Multi-manager Information Statement available on the website 
identified in the Multi-manager Notice no later than when the Multi-
manager Notice (or Multi-manager Notice and Multi-manager Information 
Statement) is first sent to shareholders, and will maintain it on that 
website for at least 90 days.\10\
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    \9\ A ``Multi-manager Notice'' will be modeled on a Notice of 
internet Availability as defined in Rule 14a-16 under the 1934 Act, 
and specifically will, among other things: (a) Summarize the 
relevant information regarding the new Subadviser (except as 
modified to permit Aggregate Fee Disclosure); (b) inform 
shareholders that the Multi-manager Information Statement is 
available on a website; (c) provide the website address; (d) state 
the time period during which the Multi-manager Information Statement 
will remain available on that website; (e) provide instructions for 
accessing and printing the Multi-manager Information Statement; and 
(f) instruct the shareholder that a paper or email copy of the 
Multi-manager Information Statement may be obtained, without charge, 
by contacting the Subadvised Fund. A ``Multi-manager Information 
Statement'' will meet the requirements of Regulation 14C, Schedule 
14C and Item 22 of Schedule 14A under the 1934 Act for an 
information statement, except as modified by the requested order to 
permit Aggregate Fee Disclosure. Multi-manager Information 
Statements will be filed with the Commission via the EDGAR system.
    \10\ In addition, Applicants represent that whenever a 
Subadviser is hired or terminated, or a Subadvisory Agreement is 
materially amended, the Subadvised Fund's prospectus and statement 
of additional information will be supplemented promptly pursuant to 
rule 497(e) under the Securities Act of 1933.
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III. Applicable Law

    8. Section 15(a) of the Act states, in part, that it is unlawful 
for any person to act as an investment adviser to a registered 
investment company ``except pursuant to a written contract, which 
contract, whether with such registered company or with an investment 
adviser of such registered company, has been approved by the vote of a 
majority of the outstanding voting securities of such registered 
company.''
    9. Form N-1A is the registration statement used by open-end 
investment companies. Item 19(a)(3) of Form N-1A requires a registered 
investment company to disclose in its statement of additional 
information the method of computing the ``advisory fee payable'' by the 
investment company with respect to each investment adviser, including 
the total dollar amounts that the investment company ``paid to the 
adviser (aggregated with amounts paid to affiliated advisers, if any), 
and any advisers who are not affiliated persons of the adviser, under 
the investment advisory contract for the last three fiscal years.''
    10. Rule 20a-1 under the Act requires proxies solicited with 
respect to a registered investment company to comply with Schedule 14A 
under the 1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 
22(c)(9) of Schedule 14A, taken together, require a proxy statement for 
a shareholder meeting at which the advisory contract will be voted upon 
to include the ``rate of compensation of the investment adviser,'' the 
``aggregate amount of the investment adviser's fee,'' a description of 
the ``terms of the contract to be acted upon,'' and, if a change in the 
advisory fee is proposed, the existing and proposed fees and the 
difference between the two fees.
    11. Regulation S-X sets forth the requirements for financial 
statements required to be included as part of a registered investment 
company's registration statement and shareholder reports filed with the 
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require 
a registered investment company to include in its financial statements 
information about investment advisory fees.
    12. 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 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. 
Applicants state that the requested relief meets this standard for the 
reasons discussed below.

IV. Arguments in Support of the Requested Relief

    13. Applicants assert that, from the perspective of the 
shareholder, the role of the Subadvisers is substantially equivalent to 
the limited role of the individual portfolio managers employed by an 
investment adviser to a traditional investment company. Applicants also 
assert that the shareholders expect the Adviser, subject to review and 
approval of the Board, to select a Subadviser who is in the best 
position to achieve the Subadvised Fund's investment objective. 
Applicants believe that permitting the Adviser to perform the duties 
for which the shareholders of the Subadvised Fund are paying the 
Adviser--the selection, oversight and evaluation of the Subadviser--
without incurring unnecessary delays or expenses of convening special 
meetings of shareholders is appropriate and in the interest of the 
Fund's shareholders, and will allow such Fund to operate more 
efficiently. Applicants state that each Investment Advisory Agreement 
will continue to be fully subject to section 15(a) of the Act and 
approved by the relevant Board, including a majority of the Independent 
Trustees, in the manner required by section 15(a) and 15(c) of the Act.
    14. Applicants submit that the requested relief meets the standards 
for relief under section 6(c) of the Act. Applicants state that the 
operation of the Subadvised Fund in the manner described in the 
Application must be approved by shareholders of that Fund before it may 
rely on the requested relief. Applicants also state that the proposed 
conditions to the requested relief are designed to address any 
potential conflicts of interest or economic incentives, and provide 
that shareholders are informed when new Subadvisers are hired.
    15. Applicants contend that, in the circumstances described in the 
application, a proxy solicitation to approve the appointment of new 
Subadvisers provides no more meaningful information to shareholders 
than the proposed Multi-manager Information Statement. Applicants state 
that, accordingly, they believe the requested relief 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.
    16. With respect to the relief permitting Aggregate Fee Disclosure, 
Applicants assert that disclosure of the individual fees paid to the 
Subadvisers does not serve any meaningful purpose. Applicants contend 
that the primary reasons for requiring disclosure of individual fees 
paid to Subadvisers are to inform shareholders of expenses to be 
charged by a particular Subadvised Fund and to enable shareholders to 
compare the fees to those of other comparable investment companies. 
Applicants believe that the requested relief satisfies these objectives 
because the Subadvised Fund's overall advisory fee will be fully 
disclosed and,

[[Page 38513]]

therefore, shareholders will know what the Subadvised Fund's fees and 
expenses are and will be able to compare the advisory fees a Subadvised 
Fund is charged to those of other investment companies. In addition, 
Applicants assert that the requested relief would benefit shareholders 
of the Subadvised Fund because it would improve the Adviser's ability 
to negotiate the fees paid to Subadvisers. In particular, Applicants 
state that if the Adviser is not required to disclose the Subadvisers' 
fees to the public, the Adviser may be able to negotiate rates that are 
below a Subadviser's ``posted'' amounts. Applicants assert that the 
relief will also encourage Subadvisers to negotiate lower subadvisory 
fees with the Adviser if the lower fees are not required to be made 
public.

V. Relief for Affiliated Subadvisers

    17. The Commission has granted the requested relief with respect to 
Wholly-Owned and Non-Affiliated Subadvisers through numerous exemptive 
orders. The Commission also has extended the requested relief to 
Affiliated Subadvisers.\11\ Applicants state that although the 
Adviser's judgment in recommending a Subadviser can be affected by 
certain conflicts, they do not warrant denying the extension of the 
requested relief to Affiliated Subadvisers. Specifically, the Adviser 
faces those conflicts in allocating fund assets between itself and a 
Subadviser, and across Subadvisers, as it has an interest in 
considering the benefit it will receive, directly or indirectly, from 
the fee the Subadvised Fund pays for the management of those assets. 
Applicants also state that to the extent the Adviser has a conflict of 
interest with respect to the selection of an Affiliated Subadviser, the 
proposed conditions are protective of shareholder interests by ensuring 
the Board's independence and providing the Board with the appropriate 
resources and information to monitor and address conflicts.
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    \11\ Carillon Series Trust, et al., Investment Co. Act Rel. Nos. 
33464 (May 2, 2019) (notice) and 33494 (May 29, 2019) (order).
---------------------------------------------------------------------------

    18. With respect to the relief permitting Aggregate Fee Disclosure, 
Applicants assert that it is appropriate to disclose only aggregate 
fees paid to Affiliated Subadvisers for the same reasons that similar 
relief has been granted previously with respect to Wholly-Owned and 
Non-Affiliated Subadvisers.

VI. Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Before a Subadvised Fund may rely on the order requested in the 
Application, the operation of the Subadvised Fund in the manner 
described in the Application will be, or has been, approved by a 
majority of the Subadvised Fund's outstanding voting securities as 
defined in the Act, or, in the case of a Subadvised Fund whose public 
shareholders purchase shares on the basis of a prospectus containing 
the disclosure contemplated by condition 2 below, by the initial 
shareholder before such Subadvised Fund's shares are offered to the 
public.
    2. The prospectus for each Subadvised Fund will disclose the 
existence, substance and effect of any order granted pursuant to the 
Application. In addition, each Subadvised Fund will hold itself out to 
the public as employing the multi-manager structure described in the 
Application. The prospectus will prominently disclose that the Adviser 
has the ultimate responsibility, subject to oversight by the Board, to 
oversee the Subadvisers and recommend their hiring, termination, and 
replacement.
    3. The Adviser will provide general management services to each 
Subadvised Fund, including overall supervisory responsibility for the 
general management and investment of the Subadvised Fund's assets, and 
subject to review and oversight of the Board, will (i) set the 
Subadvised Fund's overall investment strategies, (ii) evaluate, select, 
and recommend Subadvisers for all or a portion of the Subadvised Fund's 
assets, (iii) allocate and, when appropriate, reallocate the Subadvised 
Fund's assets among Subadvisers, (iv) monitor and evaluate the 
Subadvisers' performance, and (v) implement procedures reasonably 
designed to ensure that Subadvisers comply with the Subadvised Fund's 
investment objective, policies and restrictions.
    4. Subadvised Funds will inform shareholders of the hiring of a new 
Subadviser within 90 days after the hiring of the new Subadviser 
pursuant to the Modified Notice and Access Procedures.
    5. At all times, at least a majority of the Board will be 
Independent Trustees, and the selection and nomination of new or 
additional Independent Trustees will be placed within the discretion of 
the then-existing Independent Trustees.
    6. Independent Legal Counsel, as defined in Rule 0-1(a)(6) under 
the Act, will be engaged to represent the Independent Trustees. The 
selection of such counsel will be within the discretion of the then-
existing Independent Trustees.
    7. Whenever a Subadviser is hired or terminated, the Adviser will 
provide the Board with information showing the expected impact on the 
profitability of the Adviser.
    8. The Board must evaluate any material conflicts that may be 
present in a subadvisory arrangement. Specifically, whenever a 
subadviser change is proposed for a Subadvised Fund (``Subadviser 
Change'') or the Board considers an existing Subadvisory Agreement as 
part of its annual review process (``Subadviser Review''):
    (a) The Adviser will provide the Board, to the extent not already 
being provided pursuant to section 15(c) of the Act, with all relevant 
information concerning:
    (i) Any material interest in the proposed new Subadviser, in the 
case of a Subadviser Change, or the Subadviser in the case of a 
Subadviser Review, held directly or indirectly by the Adviser or a 
parent or sister company of the Adviser, and any material impact the 
proposed Subadvisory Agreement may have on that interest;
    (ii) any arrangement or understanding in which the Adviser or any 
parent or sister company of the Adviser is a participant that (A) may 
have had a material effect on the proposed Subadviser Change or 
Subadviser Review, or (B) may be materially affected by the proposed 
Subadviser Change or Subadviser Review;
    (iii) any material interest in a Subadviser held directly or 
indirectly by an officer or Trustee of the Subadvised Fund, or an 
officer or board member of the Adviser (other than through a pooled 
investment vehicle not controlled by such person); and
    (iv) any other information that may be relevant to the Board in 
evaluating any potential material conflicts of interest in the proposed 
Subadviser Change or Subadviser Review.
    (b) the Board, including a majority of the Independent Trustees, 
will make a separate finding, reflected in the Board minutes, that the 
Subadviser Change or continuation after Subadviser Review is in the 
best interests of the Subadvised Fund and its shareholders and, based 
on the information provided to the Board, does not involve a conflict 
of interest from which the Adviser, a Subadviser, any officer or 
Trustee of the Subadvised Fund, or any officer or board member of the 
Adviser derives an inappropriate advantage.

[[Page 38514]]

    9. Each Subadvised Fund will disclose in its registration statement 
the Aggregate Fee Disclosure.
    10. In the event that the Commission adopts a rule under the Act 
providing substantially similar relief to that in the order requested 
in the Application, the requested order will expire on the effective 
date of that rule.
    11. Any new Subadvisory Agreement or any amendment to an existing 
Investment Advisory Agreement or Subadvisory Agreement that directly or 
indirectly results in an increase in the aggregate advisory fee rate 
payable by the Subadvised Fund will be submitted to the Subadvised 
Fund's shareholders for approval.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-15463 Filed 7-20-21; 8:45 am]
BILLING CODE 8011-01-P
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