Catholic Responsible Investments Funds and Christian Brothers Investment Services, Inc.; Notice of Application, 3624-3625 [2022-01293]

Download as PDF jspears on DSK121TN23PROD with NOTICES1 3624 Federal Register / Vol. 87, No. 15 / Monday, January 24, 2022 / Notices compliance officer of the BDC that controls the BDC Downstream Fund will prepare the report for the relevant Independent Party. (d) The Independent Directors (including the non-interested members of each Independent Party) will consider at least annually whether continued participation in new and existing Co-Investment Transactions is in the Regulated Fund’s best interests. 11. Record Keeping. Each Regulated Fund will maintain the records required by Section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these Conditions were approved by the Required Majority under Section 57(f). 12. Director Independence. No Independent Director of a Regulated Fund (including the non-interested members of any Independent Party) will also be a director, general partner, managing member or principal, or otherwise be an ‘‘affiliated person’’ (as defined in the Act) of any Affiliated Fund. 13. Expenses. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisers under their respective advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the Regulated Funds and the participating Affiliated Funds in proportion to the relative amounts of the securities held or being acquired or disposed of, as the case may be. 14. Transaction Fees.29 Any transaction fee (including break-up, structuring, monitoring or commitment fees but excluding brokerage or underwriting compensation permitted by Section 17(e) or 57(k)) received in connection with any Co-Investment Transaction will be distributed to the participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in Section 26(a)(1), and the account will earn a competitive rate of interest that will also be divided pro rata among the 29 Applicants are not requesting and the Commission is not providing any relief for transaction fees received in connection with any Co-Investment Transaction. VerDate Sep<11>2014 18:11 Jan 21, 2022 Jkt 256001 participants. None of the Advisers, the Affiliated Funds, the other Regulated Funds or any affiliated person of the Affiliated Funds or the Regulated Funds will receive any additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction other than (i) in the case of the Regulated Funds and the Affiliated Funds, the pro rata transaction fees described above and fees or other compensation described in Condition 2(c)(iii)(B)(z), (ii) brokerage or underwriting compensation permitted by Section 17(e) or 57(k) or (iii) in the case of the Advisers, investment advisory compensation paid in accordance with investment advisory agreements between the applicable Regulated Fund(s) or Affiliated Fund(s) and its Adviser. 15. Independence. If the Holders own in the aggregate more than 25 percent of the Shares of a Regulated Fund, then the Holders will vote such Shares in the same percentages as the Regulated Fund’s other shareholders (not including the Holders) when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Board’s composition, size or manner of election. For the Commission, by the Division of Investment Management, under delegated authority. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–01292 Filed 1–21–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 34474; 812–15264] Catholic Responsible Investments Funds and Christian Brothers Investment Services, Inc.; Notice of Application 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 PO 00000 Frm 00130 Fmt 4703 Sfmt 4703 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: Catholic Responsible Investments Funds (the ‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company with multiple series (each a ‘‘Fund’’) and Christian Brothers Investment Services, Inc. (the ‘‘Adviser’’), an Illinois corporation that is registered as an investment adviser under the Investment Advisers Act of 1940 (collectively with the Trust, the ‘‘Applicants’’). FILING DATES: The application was filed on September 20, 2021, and amended on December 27, 2021. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on February 14, 2022, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: The Commission: Secretarys-Office@sec.gov. Applicants: The Trust, mbeattie@seic.com, and the Adviser, jmccroy@cbisonline.com (with a copy to sean.graber@ morganlewis.com_and_mrenetzky@ lockelord.com). FOR FURTHER INFORMATION CONTACT: Adam R. Bolter, Senior Counsel, at (202) 674–8049, 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. E:\FR\FM\24JAN1.SGM 24JAN1 Federal Register / Vol. 87, No. 15 / Monday, January 24, 2022 / Notices jspears on DSK121TN23PROD with NOTICES1 Summary of the Application 1. The Adviser will serve as the investment adviser to each Sub-Advised Fund pursuant to an investment advisory agreement with the Trust (the ‘‘Investment Management Agreement’’).1 Under the terms of each Investment Management Agreement, the Adviser, subject to the supervision of the board of trustees of the Trust (the ‘‘Board’’) will provide continuous investment management of the assets of each Sub-Advised Fund. Consistent with the terms of each 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 Sub-Advised 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 Sub-Advised Fund. The Adviser will evaluate, select and recommend Sub-Advisers to manage the assets of a Sub-Advised 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 Board approval, to enter into investment subadvisory agreements with the SubAdvisers (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 1 Applicants request relief with respect to the named Applicants, including the Existing Funds, as well as to any future series of the Trust and any other registered open-end management investment company or series thereof that: (a) Is advised by the Adviser or any entity controlling, controlled by or under common control with the Adviser or its successors (each, an ‘‘Adviser’’); (b) uses the multimanager structure described in the application; and (c) complies with the terms and conditions set forth in the application (each, a ‘‘Sub-Advised 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. 2 A ‘‘Sub-Adviser’’ for a Sub-Advised Fund is (1) an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the Adviser for that Sub-Advised Fund, or (2) a sister company of the Adviser for that Sub-Advised 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 ‘‘WhollyOwned 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 Sub-Advised 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 Sub-Advised Fund (‘‘Non-Affiliated Sub-Adviser’’). 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 VerDate Sep<11>2014 18:11 Jan 21, 2022 Jkt 256001 Applicants also seek an exemption from the Disclosure Requirements to permit a Sub-Advised Fund to disclose (as both a dollar amount and a percentage of the Sub-Advised 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’’). 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 Sub-Advised Fund shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of the Sub-Advised Fund’s shareholders. 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the application, the Investment 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 Sub-Advised Funds. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the Sub-Advisers that are more advantageous for the SubAdvised Funds. For the Commission, by the Division of Investment Management, under delegated authority. Dated: January 19, 2022. J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–01293 Filed 1–21–22; 8:45 am] BILLING CODE 8011–01–P 2(a)(3) of the Act, of the Sub-Advised Fund or of the Adviser, other than by reason of serving as a sub-adviser to one or more of the Sub-Advised Funds (‘‘Affiliated Sub-Adviser’’). PO 00000 Frm 00131 Fmt 4703 Sfmt 4703 3625 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–93989; File No. SR–BX– 2022–001] Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the BX Pricing Schedule at Options 7, Section 2 January 18, 2022. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on January 3, 2022, Nasdaq BX, Inc. (‘‘BX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend the BX Pricing Schedule at Options 7, Section 2, as described further below. The text of the proposed rule change is available on the Exchange’s website at https://listingcenter.nasdaq.com/ rulebook/bx/rules, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The purpose of the proposed rule change is to amend the BX Pricing Schedule at Options 7, Section 2. 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 E:\FR\FM\24JAN1.SGM 24JAN1

Agencies

[Federal Register Volume 87, Number 15 (Monday, January 24, 2022)]
[Notices]
[Pages 3624-3625]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-01293]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34474; 812-15264]


Catholic Responsible Investments Funds and Christian Brothers 
Investment Services, Inc.; Notice of Application

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:  Catholic Responsible Investments Funds (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series (each a ``Fund'') 
and Christian Brothers Investment Services, Inc. (the ``Adviser''), an 
Illinois corporation that is registered as an investment adviser under 
the Investment Advisers Act of 1940 (collectively with the Trust, the 
``Applicants'').

Filing Dates:  The application was filed on September 20, 2021, and 
amended on December 27, 2021.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on February 14, 2022, and should be accompanied by proof of 
service on the applicants, in the form of an affidavit or, for lawyers, 
a certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: The 
Trust, [email protected], and the Adviser, [email protected] (with 
a copy to [email protected][email protected]).

FOR FURTHER INFORMATION CONTACT: Adam R. Bolter, Senior Counsel, at 
(202) 674-8049, 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.

[[Page 3625]]

Summary of the Application

    1. The Adviser will serve as the investment adviser to each Sub-
Advised Fund pursuant to an investment advisory agreement with the 
Trust (the ``Investment Management Agreement'').\1\ Under the terms of 
each Investment Management Agreement, the Adviser, subject to the 
supervision of the board of trustees of the Trust (the ``Board'') will 
provide continuous investment management of the assets of each Sub-
Advised Fund. Consistent with the terms of each 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 Sub-Advised 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 Sub-Advised Fund. The Adviser will 
evaluate, select and recommend Sub-Advisers to manage the assets of a 
Sub-Advised Fund and will oversee, monitor, and review the Sub-Advisers 
and their performance and recommend the removal or replacement of Sub-
Advisers.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to the named 
Applicants, including the Existing Funds, as well as to any future 
series of the Trust and any other registered open-end management 
investment company or series thereof that: (a) Is advised by the 
Adviser or any entity controlling, controlled by or under common 
control with the Adviser or its successors (each, an ``Adviser''); 
(b) uses the multi-manager structure described in the application; 
and (c) complies with the terms and conditions set forth in the 
application (each, a ``Sub-Advised 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.
    \2\ A ``Sub-Adviser'' for a Sub-Advised Fund is (1) an indirect 
or direct ``wholly-owned subsidiary'' (as such term is defined in 
the Act) of the Adviser for that Sub-Advised Fund, or (2) a sister 
company of the Adviser for that Sub-Advised 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 Sub-Advised 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 
Sub-Advised Fund (``Non-Affiliated Sub-Adviser'').
---------------------------------------------------------------------------

    2. Applicants request an order to permit the Adviser, subject to 
Board approval, 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 Sub-Advised Fund to disclose (as both a dollar 
amount and a percentage of the Sub-Advised 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'').
---------------------------------------------------------------------------

    \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 Sub-Advised Fund or 
of the Adviser, other than by reason of serving as a sub-adviser to 
one or more of the Sub-Advised Funds (``Affiliated Sub-Adviser'').
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Sub-Advised Fund shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Sub-Advised Fund's shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
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 Sub-Advised 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 Sub-Advised Funds.
    For the Commission, by the Division of Investment Management, under 
delegated authority.

    Dated: January 19, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-01293 Filed 1-21-22; 8:45 am]
BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.