Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices 67417 

1Applicants request relief with respect to the 

named Applicants, 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 Initial Adviser, its 

successors, or any entity controlling, controlled by 

or under common control with the Initial 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 

‘‘Subadvised Series’’). 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. 

2A ‘‘Sub-Adviser’’ for a Subadvised Series is (1) 

an indirect or direct ‘‘wholly-owned subsidiary’’ (as 

such term is defined in the Act) of the Adviser for 

that Subadvised Series, or (2) a sister company of 

the Adviser for that Subadvised Series 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 Subadvised Series 

or the Adviser, except to the extent that an 

affiliation arises solely because the Sub-Adviser 

serves as a sub-adviser to a Subadvised Series 

(‘‘Non-Affiliated Sub-Adviser’’). 

3The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Adviser, 

who is an affiliated person, as defined in section 

2(a)(3) of the Act, of the Subadvised Series, the 

Trust or of the Adviser, other than by reason of 

serving as a sub-adviser to one or more of the 

Subadvised Series (‘‘Affiliated Sub-Adviser’’). 

Dated: December 21, 2018. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28315 Filed 12–27–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33334; 812–14947] 

TigerShares Trust, et al.; Notice of 

Application 

December 20, 2018. 

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 subadvisers without shareholder approval 

and grant relief from the Disclosure 

Requirements as they relate to fees paid 

to the sub-advisers. 

Applicants: TigerShares Trust (the 

‘‘Trust’’), a Delaware statutory trust that 

is registered under the Act as an openend management investment company, 

and Wealthn LLC (the ‘‘Initial 

Adviser’’), a Pennsylvania limited 

liability company that will be 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 5, 2018. 

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 January 14, 2019, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit or, for lawyers, a certificate 

of service. Pursuant to rule 0–5 under 

the Act, hearing requests should state 

the nature of the writer’s interest, any 

facts bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

Applicants, 3532 Muirwood Drive, 

Newtown Square, PA 19073. 

FOR FURTHER INFORMATION CONTACT: Erin 

C. Loomis, Senior Counsel, at (202) 551– 

6721, or Parisa Haghshenas, Branch 

Chief, at (202) 551–6723 (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 http://

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

calling (202) 551–8090. 

Summary of the Application: 

1. An Adviser will serve as the 

investment adviser to each Subadvised 

Series pursuant to an investment 

advisory agreement with the Trust (the 

‘‘Investment Management 

Agreement’’).1 An Adviser will provide 

each Subadvised Series with continuous 

investment management services, 

subject to the supervision of, and 

policies established by, the board of 

trustees of the Trust (the ‘‘Board’’). Each 

Investment Management Agreement 

permits the Adviser, subject to the 

approval of the Board, to delegate to one 

or more sub-advisers (each, a ‘‘SubAdviser’’ and collectively, the ‘‘SubAdvisers’’) the responsibility to provide 

the day-to-day portfolio investment 

management of each Subadvised Series, 

subject to the supervision and direction 

of the Adviser.2 The primary 

responsibility for managing each 

Subadvised Series will remain vested in 

the Adviser. The Adviser will hire, 

evaluate, allocate assets to and oversee 

the Sub-Advisers, including 

determining whether a Sub-Adviser 

should be terminated, at all times 

subject to the authority of the Board. 

2. Applicants request an exemption to 

permit the Adviser, subject to Board 

approval, to hire certain Sub-Advisers 

pursuant to Sub-Advisory Agreements 

and materially amend existing SubAdvisory Agreements without obtaining 

the shareholder approval required under 

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

under the Act.3 Applicants also seek an 

exemption from the Disclosure 

Requirements to permit a Subadvised 

Series to disclose (as both a dollar 

amount and a percentage of the 

Subadvised Series’ 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 

Subadvised Series shareholders and 

notification about sub-advisory changes 

and enhanced Board oversight to protect 

the interests of the Subadvised Series’ 

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 


amozie on DSK3GDR082PROD with NOTICES1
67418 Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b-4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b-4(f)(4). 

5Capitalized terms not defined herein are defined 

in the Rules, By-Laws and Organization Certificate 

of DTC (‘‘Rules’’), available at www.dtcc.com/∼/ 

media/Files/Downloads/legal/rules/dtc_rules.pdf 

and the Guide. 

6Pursuant to the Rules, the term ‘‘Procedures’’ 

means the Procedures, service guides, and 

regulations of DTC adopted pursuant to Rule 27, as 

amended from time to time. See Rule 1, Section 1, 

supra note 5. Pursuant to Rule 27, each Participant 

and DTC is bound by the Procedures and any 

amendment thereto in the same manner as it is 

bound by the Rules. See Rule 27 at 98, supra note 

5. 

7Available at http://www.dtcc.com/∼/media/ 

Files/Downloads/legal/service-guides/Canadian_

Dollar_Settlement.pdf. 

8 Id. 

9The term ‘‘Collateral Value’’, as used with 

respect to the Collateral of a Participant, means, on 

any Business Day, (i) with respect to the Actual 

Participants Fund Deposit of a Participant, the 

amount of such Actual Participants Fund Deposit, 

(ii) with respect to the Actual Preferred Stock 

Investment of a Participant, the amount of such 

Actual Preferred Stock Investment, (iii) with respect 

to the Net Additions of a Participant, an amount 

determined by applying to the Market Value of such 

Net Additions a percentage determined by the 

Corporation, in its sole discretion, and (iv) with 

respect to any settlement progress payments wired 

by a Participant to the account of the Corporation 

at the Federal Reserve Bank of New York in the 

manner specified in the Procedures, the amount of 

such settlement progress payments. Rule 1, Section 

1 at 3, supra note 5. Net Additions in the definition 

of Collateral Value refers to the term ‘‘Net Addition 

Securities’’ as defined in Rule 1. The term ‘‘Net 

Addition Securities’’ (sometimes referred to as ‘‘Net 

Additions’’) of a Participant on any Business Day 

means (i) Securities subject of Deliveries Versus 

Payment to the Participant, (ii) Securities credited 

to the Account of the Participant (such as Deposits 

of Eligible Securities and Free Deliveries of 

Securities) and designated as Net Addition 

Securities by the Participant in the manner 

specified in the Procedures. Net Addition Securities 

shall cease to be such if (x) they become Pledged 

or Segregated Securities, (y) they are Delivered or 

Withdrawn by the Participant or (z) they are 

designated as Minimum Amount Securities by the 

Participant in the manner specified in the 

Procedures. Rule 1, Section 1 at 10, supra note 5. 

10See Securities Exchange Act Release No. 52784 

(November 16, 2005), 70 FR 70902 (November 23, 

2005) (SR–DTC–2005–08). 

11Supra note 5. 

12The Canadian-Link Service also provides for 

Cross-Border USD Securities Transactions between 

Participants and CDS Participants. See Rule 30, 

Section 1(a)(2), supra note 5. See also Securities 

Exchange Act Release No. 55239 (February 5, 2007), 

72 FR 6798 (February 13, 2007). 

13 DTC may determine the Securities that are 

eligible for the Canadian-Link Service. Some 

Securities may be eligible for all purposes of the 

Canadian-Link Service and some Securities may be 

eligible only for limited purposes (e.g., clearance 

and settlement through the facilities of CDS but 

only custody and asset servicing through the 

facilities of DTC). See Rule 30, Section 4, supra note 

5. 

approval while the role of the SubAdvisers is substantially similar to that 

of individual portfolio managers, so that 

requiring shareholder approval of SubAdvisory Agreements would impose 

unnecessary delays and expenses on the 

Subadvised Series. 

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 Series. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28200 Filed 12–27–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84894; File No. SR–DTC– 

2018–013] 

Self-Regulatory Organizations; The 

Depository Trust Company; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Revise the 

Service Guide for the Canadian-Link 

Service 

December 20, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b-4 thereunder,2

notice is hereby given that on December 

19, 2018, The Depository Trust 

Company (‘‘DTC’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III 

below, which Items have been prepared 

by the clearing agency. DTC filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(4) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

The proposed rule change of DTC 5

consists of modifications to the text of 

the Procedures,6 specifically the service 

guide (‘‘Guide’’) 7 for the DTC CanadianLink Service (‘‘Canadian-Link Service’’), 

relating to the determination of a 

conversion rate applied by DTC for the 

conversion of Canadian dollar (‘‘CAD’’) 

amounts into the equivalent U.S. dollar 

(‘‘USD’’) amounts. 

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, the 

clearing agency 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 

clearing agency has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

1. Purpose 

The proposed rule change consists of 

modifications to the Guide 8 relating to 

the determination of a conversion rate 

applied by DTC for the conversion of 

CAD amounts into the equivalent USD 

amounts, which DTC uses in connection 

with the calculation of the Collateral 

Value 9 of Securities delivered, and CAD 

funds transfers processed through, the 

Canadian-Link Service, as described 

below. 

Background 

In 2006, DTC established a 

‘‘northbound’’ Canadian-Link Service 

that supports transactions settled in 

CAD.10 Rule 30 11 describes the 

operation of the Canadian-Link Service, 

which permits DTC Participants using 

the Canadian Link Service (‘‘CanadianLink Participants’’) to (A) settle valued 

Securities transactions with participants 

(‘‘CDS Participants’’) of The Canadian 

Depository for Securities Limited 

(‘‘CDS’’) and other Canadian-Link 

Participants in CAD and (B) transfer 

CAD to or receive CAD from CDS 

Participants and other Canadian-Link 

Participants without any corresponding 

delivery or receipt of securities.12

The Canadian-Link Service provides 

Participants with a single depository 

interface for CAD transactions. The link 

facilitates Participants’ ability to 

maintain U.S. and Canadian Security 

positions in their DTC accounts for 

securities listed in both Canada and the 

United States (i.e., dually listed). This 

eliminates the need for Participants to 

maintain separate positions in an 

eligible 13 Security in CDS for CAD 

settlements and in DTC for USD 

settlements. It also eliminates the need 

for Participants to reposition Securities 

inventory between DTC and CDS in 

preparation for corporate action events 

and or transaction processing for dually 

listed issues. 

Transactions between Canadian-Link 

Participants and CDS Participants are 

processed through an omnibus account 


amozie on DSK3GDR082PROD with NOTICES1