Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 1551 

1The estimated number of responses to rule 34b– 

1 is composed of 7,362 responses filed with FINRA 

and 351 responses filed with the Commission in 

2019. 

2 7,713 responses × 6 hours per response = 46,278 

hours. 

Act. These estimates are not derived 

from a comprehensive or even a 

representative survey or study of the 

costs of Commission rules. 

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 burdens of 

the collection of information; (c) ways to 

enhance the quality, utility, and clarity 

of the information collected; and (d) 

ways to minimize the burdens 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. 

Dated: January 5, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00144 Filed 1–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting; Cancellation 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: 85 FR 157, January 4, 

2021. 

PREVIOUSLY ANNOUNCED TIME AND DATE OF

THE MEETING: Wednesday, January 6, 

2021 at 2:00 p.m. 

CHANGES IN THE MEETING: The closed 

meeting scheduled for Wednesday, 

January 6, 2021 at 2:00 p.m., has been 

cancelled. 

CONTACT PERSON FOR MORE INFORMATION: 

For further information; please contact 

Vanessa A. Countryman from the Office 

of the Secretary at (202) 551–5400. 

Dated: January 6, 2021. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2021–00319 Filed 1–6–21; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–305, OMB Control No. 

3235–0346] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Rule 34b–1 

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’’) is soliciting comments 

on the collection of information 

summarized below. The Commission 

plans to submit this existing collection 

of information to the Office of 

Management and Budget for extension 

and approval. 

Rule 34b–1 under the Investment 

Company Act (17 CFR 270.34b–1) 

governs sales material that accompanies 

or follows the delivery of a statutory 

prospectus (‘‘sales literature’’). Rule 

34b–1 deems to be materially 

misleading any investment company 

(‘‘fund’’) sales literature required to be 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) by Section 

24(b) of the Investment Company Act 

(15 U.S.C. 80a–24(b)) that includes 

performance data, unless the sales 

literature also includes the appropriate 

uniformly computed data and the 

legend disclosure required in 

investment company advertisements by 

rule 482 under the Securities Act of 

1933 (17 CFR 230.482). Requiring the 

inclusion of such standardized 

performance data in sales literature is 

designed to prevent misleading 

performance claims by funds and to 

enable investors to make meaningful 

comparisons among funds. 

The Commission estimates that on 

average approximately 351 respondents 

file 7,362 1 responses that include the 

information required by rule 34b–1 each 

year. The burden resulting from the 

collection of information requirements 

of rule 34b–1 is estimated to be 6 hours 

per response. The total hourly burden 

for rule 34b–1 is approximately 46,278 

hours per year in the aggregate.2

The collection of information under 

rule 34b–1 is mandatory. The 

information provided under rule 34b–1 

is not kept confidential. The 

Commission 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 proposed collection of 

information is necessary for the 

proposed performance of the functions 

of the agency, including whether 

information will have practical utility; 

(b) the accuracy of the agency’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. 

Dated: January 5, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00145 Filed 1–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34161; 812–15106] 

Esoterica Thematic Trust and 

Esoterica Capital LLC; Notice of 

Application 

January 4, 2021. 

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, 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 


tkelley on DSKBCP9HB2PROD with NOTICES
1552 Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 

1The 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 (as 

defined below). For the 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. 

2The 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 of the Trust. 

3A ‘‘Wholly-Owned Subadviser’’ is any 

investment adviser that is (1) an indirect or direct 

‘‘wholly-owned subsidiary’’ (as such term is 

defined in section 2(a)(43) of the 1940 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. 

A ‘‘Non-Affiliated Subadviser’’ is any investment 

adviser that is not an ‘‘affiliated person’’ (as defined 

in the 1940 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. Section 2(a)(43) of the 1940 Act 

defines ‘‘wholly-owned subsidiary’’ of a person as 

a company 95 per centum or more of the 

outstanding voting securities of which are, directly 

or indirectly, owned by such a person. 

4Applicants note that all other items required by 

sections 6–07(2)(a), (b) and (c) of Regulation S–X 

will be disclosed. 

5All 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. 

Regulation S–X (‘‘Disclosure 

Requirements’’). 

Applicants: Esoterica Thematic Trust 

(the ‘‘Trust’’), a Delaware statutory trust 

registered under the Act as an open-end 

management investment company with 

multiple series, which includes 

Esoterica NextG Economy ETF (each a 

‘‘Fund’’), and Esoterica Capital LLC 

(‘‘Initial Adviser’’), a New York limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’) that serves an 

investment adviser to the Funds 

(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 March 11, 2020, and amended 

on August 19, 2020, and December 11, 

2020. 

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 January 

29, 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 

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 at SecretarysOffice@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. The Trust 

and the Initial Adviser: Bruce.Liu@

EsotericaCap.com (with a copy to 

JoAnn.Strasser@ThompsonHine.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 http://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. 

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

3. Applicants request that the relief 

apply to Applicants, as well as to any 

future Fund and 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

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 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 1553 

6Applicants 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. 

7The Subadvisers will be registered with the 

Commission as an investment adviser under the 

Advisers Act or not subject to such registration. 

8A ‘‘Subadviser’’ also includes an investment 

subadviser that provides or 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. 

9A ‘‘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. 

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) 

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

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. 


tkelley on DSKBCP9HB2PROD with NOTICES
1554 Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 

11See Carillon Series Trust and Carillon Tower 

Advisers, Inc., Investment Company Act Rel. Nos. 

33464 (May 2, 2019) (notice) and 33494 (May 29, 

2019) (order). 

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, 

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 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. 

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, 

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 


tkelley on DSKBCP9HB2PROD with NOTICES
Federal Register / Vol. 86, No. 5 / Friday, January 8, 2021 / Notices 1555 

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

2 17 CFR 240.19b–4. 

3Capitalized terms used but not defined herein 

have the meanings specified in the 

Rules. 

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. 

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. 2021–00089 Filed 1–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90841; File No. SR–ICC– 

2020–014] 

Self-Regulatory Organizations; ICE 

Clear Credit LLC; Notice of Filing of 

Proposed Rule Change Relating to the 

ICC Clearing Participant Default 

Management Procedures 

January 4, 2021. 

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

Securities Exchange Act of 1934 1 and 

Rule 19b–4 thereunder,2 notice is 

hereby given that on December 22, 2020, 

ICE Clear Credit LLC (‘‘ICC’’) filed with 

the Securities and Exchange 

Commission the proposed rule change 

as described in Items I, II and III below, 

which Items have been prepared 

primarily by ICC. 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 principal purpose of the 

proposed rule change is to revise the 

ICC Clearing Participant (‘‘CP’’) Default 

Management Procedures (‘‘Default 

Management Procedures’’). These 

revisions do not require any changes to 

the ICC Clearing Rules (the ‘‘Rules’’).3

II. Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

In its filing with the Commission, ICC 

included statements concerning the 

purpose of and basis for the proposed 

rule change, security-based swap 

submission, or advance notice and 

discussed any comments it received on 

the proposed rule change, securitybased swap submission, or advance 

notice. The text of these statements may 

be examined at the places specified in 

Item IV below. ICC has prepared 

summaries, set forth in sections (A), (B), 

and (C) below, of the most significant 

aspects of these statements. 

(A) Clearing Agency’s Statement of the 

Purpose of, and Statutory Basis for, the 

Proposed Rule Change 

(a) Purpose 

ICC proposes to revise the Default 

Management Procedures, which set 

forth ICC’s default management process, 

including the actions taken by ICC to 

determine that a CP is in default as well 

as the actions taken by ICC in 

connection with such default to closeout the defaulter’s portfolio. These 

revisions do not require any changes to 

ICC’s existing default management rules 

or any other procedures as they are 

limited to clarification changes that 

formalize the process for convening the 

CDS Default Committee remotely and 

minor updates regarding notifications 

sent as part of the default management 

process. ICC believes such revisions will 

facilitate the prompt and accurate 

clearance and settlement of securities 

transactions and derivative agreements, 

contracts, and transactions for which it 

is responsible. ICC proposes to make 

such changes effective following 

Commission approval of the proposed 

rule change. The proposed revisions are 

described in detail as follows. 

ICC proposes revisions to Subsection 

4.4 (Secure Trading Facility) related to 

convening the ICC CDS Default 

Committee, which consists of trading 

personnel seconded from CPs to assist 

with default management. The proposed 

changes specify that ICC may convene 

its CDS Default Committee in a private 

room at its offices (‘‘Secure Trading 

Facility’’) or remotely by teleconference 

(‘‘Remote Trader Consultation’’) in the 

event the committee is unable to meet 

in person. The decision of whether to 

convene in person or remotely would be 

made by the ICC Chief Risk Officer 

(‘‘CRO’’) and would depend on the 

circumstances at the time of the 

declaration of the default. 

ICC also proposes updates to Section 

6 (Default Declaration). The proposed 

changes to Subsection 6.1.5 (CCO PreDeclaration Initiated Actions) allow the 

ICC Chief Compliance Officer (‘‘CCO’’) 

to inform the Commission and the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) by telephone or 

email of a potential default and further 

direct the CCO to inform other 

regulators of the potential default as 

may be required. Amended Subsection 

6.4 (Default Declaration Notification) 

similarly directs the CCO to notify other 

regulators (in addition to the 

Commission and the CFTC) of a default 

if applicable and includes a minor edit 

to replace ‘‘all’’ with ‘‘above’’ in the 

phrase ‘‘CCO confirming all 

notifications.’’ The proposed updates to 

Subsection 6.5.3 (CRO Post-Declaration 

Preparation) relate to the CRO’s actions 

to convene the CDS Default Committee 

following a declaration of default, 

including the CRO’s determination of 

whether this committee meets in person 

or remotely, and distinguish certain 

actions that would be taken for an inperson CDS Default Committee meeting. 


tkelley on DSKBCP9HB2PROD with NOTICES