25210 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

1Applicants request relief with respect to any 

existing and any future series of the Trust or any 

other registered open-end management company 

that: (a) Is advised by the Advisor or a person 

controlling, controlled by, or under common 

control with the Advisor or its successor (each, also 

an ‘‘Advisor’’); (b) uses the manager of managers 

structure described in the application; and (c) 

complies with the terms and conditions of the 

requested order (any such series, a ‘‘Fund’’ and 

collectively, the ‘‘Funds’’). The only existing 

registered open-end management investment 

company that currently intends to rely on the 

requested order is named as an applicant and each 

series that currently intends to be a Fund is 

identified in the application. For 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. If the name of any Fund 

contains the name of a Subadvisor (as defined 

below), that name will be preceded by the name of 

the Advisor. 

2 ‘‘Advisory Agreement’’ includes advisory 

agreements with an Advisor for future Funds. 

3 In performing these functions, the Advisor may 

consult with a ‘‘Lead Subadvisor,’’ which will be 

registered as an investment adviser under the 

Advisers Act. The Advisor will enter into an 

agreement with a Lead Subadvisor, (the ‘‘Lead 

Subadvisory Agreement’’), to assist the Advisor in 

the identification and selection of Subadvisors and 

in the portfolio construction process. However, the 

responsibility for the evaluation, selection and 

recommendation of the Subadvisors to manage all 

or a portion of the assets of a Fund, as well as the 

monitoring and review of each Subadvisor, 

adams.html. From this site, you can 

access the NRC’s Agencywide 

Document Access and Management 

System (ADAMS), which provides text 

and image files of NRC’s public 

documents. The ADAMS accession 

numbers for the documents related to 

this notice are: 

(1.) Franciscan St. Anthony HealthCrown Point, Licensee exemption 

request, May 3, 2011, (ML111230830); 

(2.) Franciscan St. Anthony HealthCrown Point, Licensee exemption 

request, June 16, 2011, (ML111801256); 

(3.) Franciscan St. Anthony HealthCrown Point, Licensee Background 

information, (ML111470614); and 

(4.) Franciscan St. Anthony HealthCrown Point, License Number 13– 

15933–01, (ML120800176). 

If you do not have access to ADAMS 

or if there are problems in accessing the 

documents located in ADAMS, contact 

the NRC Public Document Room (PDR) 

Reference staff at 1–800–397–4209, 301– 

415–4737 or by email to 

pdr.resource@nrc.gov. 

These documents may also be viewed 

electronically on the public computers 

located at the NRC’s Public Document 

Room (PDR), O 1 F21, One White Flint 

North, 11555 Rockville Pike, Rockville, 

MD 20852. The PDR reproduction 

contractor will copy documents for a 

fee. 

Dated at Lisle, Illinois, this 18th day of 

April 2012. 

For the Nuclear Regulatory Commission. 

Patricia J. Pelke, 

Chief, Material Licensing Branch, Division of 

Nuclear Materials Safety, Region III. 

[FR Doc. 2012–10191 Filed 4–26–12; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

30043; 812–13889] 

Advisors Series Trust and Orinda 

Asset Management, LLC; Notice of 

Application 

April 23, 2012. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order 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. 

SUMMARY OF THE APPLICATION: 

Applicants request an order that would 

permit them to enter into and materially 

amend subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: Advisors Series Trust (the 

‘‘Trust’’) and Orinda Asset Management, 

LLC (the ‘‘Advisor’’). 

FILING DATES: The application was filed 

on April 7, 2011, and amended on 

August 10, 2011, February 29, 2012, and 

April 20, 2012. 

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 May 18, 2012 and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, 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: Elizabeth M. Murphy, 

Secretary, U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants, Advisors Series Trust, 615 

East Michigan Street, Milwaukee, WI 

53202 and Orinda Asset Management, 

LLC, 4 Orinda Way, Suite 100B, Orinda, 

CA 94563. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel, at 

(202) 551–6915, or Jennifer L. Sawin, 

Branch Chief, at (202) 551–6821 (Office 

of Investment Company Regulation, 

Division of Investment Management). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust, a Delaware statutory 

trust organized as a series investment 

company, is registered under the Act as 

an open-end management investment 

company and currently offers forty 

series, one of which is advised by the 

Advisor.1 The Advisor, a Delaware 

limited liability company, is principally 

owned by Orinda Investment Partners, 

LLC, a limited liability company 

organized under Delaware law, and the 

four managing partners of the Advisor 

each have a minority interest in the 

Advisor. The Advisor is, and any future 

Advisor will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Advisor will 

serve as investment adviser to the Funds 

under an investment advisory 

agreement with the Trust (‘‘Advisory 

Agreement’’) 2 that will have been 

approved by each respective Fund’s 

initial shareholder and the Trust’s Board 

of Trustees (‘‘Board’’), including a 

majority of the trustees who are not 

‘‘interested persons,’’ as defined in 

section 2(a)(19) of the Act, of either the 

Trust or the Advisor (‘‘Independent 

Trustees’’) in the manner required by 

sections 15(a) and (c) of the Act and rule 

18f–2 under the Act. 

2. Under the terms of the Advisory 

Agreement, the Advisor, subject to 

oversight of the Board, and in 

consultation with the lead subadvisor 

‘‘(Lead Subadvisor’’), if any, furnishes a 

continuous investment program for each 

Fund. The Advisor will provide the 

Funds with overall management 

services and, in consultation with the 

Lead Subadvisor, if any, as it deems 

appropriate, continuously review, 

supervise and administer each Fund’s 

investment program, subject to the 

supervision of, and policies established 

by the Board.3 For the investment 

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Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 25211 

ultimately rests with the Advisor. For purposes of 

the application, no Lead Subadvisor, or future Lead 

Subadvisor, is an applicant or a ‘‘Subadvisor’’ and 

relief will not extend to any advisory agreement 

with a Lead Subadvisor. 

4The Advisor expects to initially enter into 

Subadvisory Agreements with Aria Partners GP, 

LLC, GRT Capital Partners, LLC, OMT Capital 

Management, LLC and M.A. Weatherbie & Co., Inc. 

5With respect to the first Fund to be managed by 

the Advisor in the Trust, the Orinda Multi-Manager 

Hedged Equity Fund, the Advisor has entered into 

a Lead Subadvisory Agreement with SkyView 

Investment Advisors, LLC. 

6A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a-16 under the Exchange Act, and specifically 

will, among other things: (a) Summarize the 

relevant information regarding the new Subadvisor; 

(b) inform shareholders that the Multi-manager 

Information Statement is available on a Web site; 

(c) provide the Web site address; (d) state the time 

period during which the Multi-manager Information 

Statement will remain available on that Web site; 

(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 Funds. 

A ‘‘Multi-manager Information Statement’’ will 

meet the requirements of Regulation 14C, Schedule 

14C and Item 22 of Schedule 14A under the 

Exchange Act for an information statement, except 

as modified by the requested order to permit 

Aggregate Fee Disclosure. Multi-manager 

Information Statements will be filed electronically 

with the Commission via the EDGAR system. 

management services it will provide to 

each Fund, the Advisor will receive the 

fee specified in the Advisory Agreement 

from such Fund based on the average 

daily net assets of the Fund. The 

Advisory Agreement permits the 

Advisor, subject to the approval of the 

Board, to delegate certain 

responsibilities to one or more 

subadvisers (‘‘Subadvisors’’). The 

Advisor expects to enter into 

subadvisory agreements with various 

Subadvisors (‘‘Subadvisory 

Agreements’’) to provide investment 

advisory services to the Funds.4 Each 

Subadvisor is, and any future 

Subadvisor will be, an investment 

adviser as defined in section 2(a)(20) of 

the Act as well as registered with the 

Commission as an ‘‘investment adviser’’ 

under the Advisers Act. The Advisor 

evaluates, allocates assets to and 

oversees the Subadvisors, and makes 

recommendations about their hiring, 

termination and replacement to the 

Board, at all times subject to the 

authority of the Board. In performing 

these functions, the Advisor may 

consult with a Lead Subadvisor.5 The 

Advisor will compensate the 

Subadvisors out of the advisory fee paid 

by a Fund to the Advisor under the 

Advisory Agreement. 

3. Applicants request an order to 

permit the Advisor, subject to Board 

approval, to select certain Subadvisors 

to manage all or a portion of the assets 

of a Fund or Funds pursuant to a 

Subadvisory Agreement and materially 

amend Subadvisory Agreements 

without obtaining shareholder approval. 

The requested relief will not extend to 

any Subadvisor that is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of the Trust or of the Advisor, 

other than by reason of serving as a 

subadviser to one or more of the Funds 

(‘‘Affiliated Subadvisor’’). In addition, 

the requested relief will not extend to 

any Lead Subadvisor. 

4. Applicants also request an order 

exempting the Funds from certain 

disclosure provisions described below 

that may require a Fund to disclose fees 

paid by the Advisor to each Subadvisor. 

Applicants seek an order to permit the 

Trust to disclose for a Fund (as both a 

dollar amount and as a percentage of the 

Fund’s net assets): (a) the aggregate fees 

paid to the Advisor and any Affiliated 

Subadvisor; and (b) the aggregate fees 

paid to Subadvisors other than 

Affiliated Subadvisors (collectively, 

‘‘Aggregate Fee Disclosure’’). Any Fund 

that employs an Affiliated Subadvisor 

will provide separate disclosure of any 

fees paid to the Affiliated Subadvisor. 

Each Fund will also provide separate 

disclosure of fees paid to the Lead 

Subadvisor, if any. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that is unlawful for any 

person to act as an investment adviser 

to a registered investment company 

except pursuant to a written contract 

that has been approved by a vote of a 

majority of the company’s outstanding 

voting securities. Rule 18f-2 under the 

Act provides that each series or class of 

stock in a series investment company 

affected by a matter must approve that 

matter if the Act requires shareholder 

approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires disclosure of the method and 

amount of the investment adviser’s 

compensation. 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to an 

investment company to comply with 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘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 

fees,’’ 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. 

4. 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 statement information about 

investment advisory fees. 

5. 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 from 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. 

6. Applicants assert that the 

shareholders expect the Advisor subject 

to the review and approval of the Board, 

to select the Subadvisors who are best 

suited to achieve the Fund’s investment 

objectives. Applicants assert that, from 

the perspective of the shareholder, the 

role of the Subadvisors is substantially 

equivalent to that of the individual 

portfolio managers employed by 

traditional investment company 

advisory firms. Applicants state that 

requiring shareholder approval of each 

Subadvisory Agreement would impose 

unnecessary delays and expenses on the 

Funds and may preclude the Funds 

from acting promptly when the Advisor 

and Board consider it appropriate to 

hire Subadvisors or amend Subadvisory 

Agreements. Applicants note that the 

Advisory Agreements, any Lead 

Subadvisory Agreement, and 

Subadvisory Agreements with Affiliated 

Subadvisors will remain subject to the 

shareholder approval requirements of 

section 15(a) of the Act and rule 18f–2 

under the Act. 

7. If a new Subadvisor is retained in 

reliance on the requested order, the 

Funds will inform shareholders of the 

hiring of a new Subadvisor pursuant to 

the following procedures (‘‘Modified 

Notice and Access Procedures’’): (a) 

within 90 days after a new Subadvisor 

is hired for any Fund, that Fund will 

send its shareholders either a Multimanager Notice or a Multi-manager 

Notice and Multi-manager Information 

Statement; 6 and (b) the Fund will make 

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25212 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

1MMA Praxis Mutual Funds, et al., Investment 

Company Act Release Nos. 25263 (Nov. 14, 2001) 

(notice) and 25315 (Dec. 11, 2001) (order). 

the Multi-manager Information 

Statement available on the Web site 

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 Web site for at least 

90 days. In the circumstances described 

in the application, a proxy solicitation 

to approve the appointment of new 

Subadvisors provides no more 

meaningful information to shareholders 

than the proposed Multi-manager 

Information Statement. Moreover, as 

indicated above, the applicable Board 

would comply with the requirements of 

sections 15(a) and 15(c) of the 1940 Act 

before entering into or amending 

Subadvisory Agreements. 

8. Applicants assert that the requested 

disclosure relief would benefit 

shareholders of the Funds because it 

would improve the Advisor’s ability to 

negotiate the fees paid to Subadvisors. 

Applicants state that the Advisor may 

be able to negotiate rates that are below 

a Subadvisor’s ‘‘posted’’ amounts if the 

Advisor is not required to disclose the 

Subadvisors’ fees to the public. 

Applicants submit that the requested 

relief will also encourage Subadvisors to 

negotiate lower advisory fees with the 

Advisor if the lower fees are not 

required to be made public. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

order requested in the application, the 

operation of the Fund in the manner 

described in the application will be 

approved by a majority of the Fund’s 

outstanding voting securities, as defined 

in the Act, or, in the case of a Fund 

whose public shareholders purchase 

shares on the basis of a prospectus 

containing the disclosure contemplated 

by condition 2 below, by the sole initial 

shareholder before offering the Fund’s 

shares to the public. 

2. The prospectus for each Fund will 

disclose the existence, substance, and 

effect of any order granted pursuant to 

the application. Each Fund will hold 

itself out to the public as employing the 

manager of managers structure 

described in the application. The 

prospectus will prominently disclose 

that the Advisor has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Subadvisors 

and recommend their hiring, 

termination, and replacement. 

3. Funds will inform shareholders of 

the hiring of a new Subadvisor within 

90 days after the hiring of the new 

Subadvisor pursuant to the Modified 

Notice and Access Procedures. 

4. The Advisor will not enter into a 

Subadvisory Agreement with any 

Affiliated Subadvisor without that 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination and selection of 

new or additional Independent Trustees 

will be placed within the discretion of 

the then-existing Independent Trustees. 

6. When a Subadvisor change is 

proposed for a Fund with an Affiliated 

Subadvisor, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders and does 

not involve a conflict of interest from 

which the Advisor or the Affiliated 

Subadvisor derives an inappropriate 

advantage. 

7. 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. 

8. The Advisor will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Advisor on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Subadvisor during the applicable 

quarter. 

9. Whenever a Subadvisor is hired or 

terminated, the Advisor will provide the 

Board with information showing the 

expected impact on the profitability of 

the Advisor. 

10. The Advisor will provide general 

management services to each Fund, 

including overall supervisory 

responsibility for the general 

management and investment of the 

Fund’s assets and, subject to review and 

approval of the Board, will (i) Set each 

Fund’s overall investment strategies; (ii) 

evaluate, select and recommend 

Subadvisors to manage all or part of a 

Fund’s assets; (iii) when appropriate, 

allocate and reallocate a Fund’s assets 

among multiple Subadvisors; (iv) 

monitor and evaluate the performance 

of Subadvisors; and (v) implement 

procedures reasonably designed to 

ensure that the Subadvisors comply 

with each Fund’s investment objective, 

policies and restrictions. 

11. No director or officer of the Trust, 

or of a Fund, or director or officer of the 

Advisor, will own directly or indirectly 

(other than through a pooled investment 

vehicle that is not controlled by such 

person) any interest in a Subadvisor, 

except for (a) ownership of interests in 

the Advisor or any entity that controls, 

is controlled by, or is under common 

control with the Advisor; or (b) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of a publicly traded 

company that is either a Subadvisor or 

an entity that controls, is controlled by, 

or is under common control with a 

Subadvisor. 

12. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. In the event 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–10157 Filed 4–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

30042; 812–13627] 

Praxis Mutual Funds and Everence 

Community Investments, Inc.; Notice 

of Application 

April 23, 2012. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application to 

amend a prior order pursuant to: 

(i) Sections 6(c) and 17(b) of the 

Investment Company Act of 1940 

(‘‘Act’’) granting an exemption from 

section 17(a) of the Act and (ii) section 

17(d) of the Act and rule 17d–1 under 

the Act to permit certain transactions. 

APPLICANTS: Praxis Mutual Funds 

(‘‘Trust’’) and Everence Community 

Investments, Inc. (‘‘ECI’’). 

SUMMARY OF APPLICATION: Applicants 

request an order (‘‘Requested Order’’) to 

amend a prior order permitting the 

Trust and its series to invest in certain 

securities issued by ECI (‘‘Prior 

Order’’).1 Applicants seek to amend the 

Prior Order to permit the Trust to 

continue to invest in securities issued 

mstockstill on DSK4VPTVN1PROD with NOTICES