Federal Register / Vol. 86, No. 23 / Friday, February 5, 2021 / Notices 8419 

18 17 CFR 200.30–3(a)(12). 

1Applicants 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. 

2A ‘‘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 or 

as an investment adviser or sub-adviser to any 

series of the Trust other than the Sub-Advised 

Funds (‘‘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 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 or as an investment adviser or sub-adviser to 

any series of the Trust other than the Sub-Advised 

Funds (‘‘Affiliated Sub-Adviser’’). 

should be submitted on or before 

February 26, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02410 Filed 2–4–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34184; 812–15166] 

The Advisors’ Inner Circle Fund and 

Pathstone Family Office, LLC; Notice 

of Application 

February 1, 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 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: The Advisors’ Inner Circle 

Fund (the ‘‘Trust’’), a Massachusetts 

business trust registered under the Act 

as an open-end management investment 

company that offers the Cornerstone 

Advisors Core Plus Bond Fund and the 

Cornerstone Advisors Global Public 

Equity Fund (the ‘‘Existing Funds’’), and 

Pathstone Family Office, LLC (the 

‘‘Adviser’’), a Delaware limited liability 

company 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 29, 2020, and amended 

on January 15, 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 25, 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 

writing to the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

the Trust, mbeattie@seic.com, and the 

Adviser, lwilmott@pathstone.com (with 

a copy to sean.graber@

morganlewis.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. 

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

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 


jbell on DSKJLSW7X2PROD with NOTICES
8420 Federal Register / Vol. 86, No. 23 / Friday, February 5, 2021 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90677 

(December 15, 2020), 85 FR 83119. Comments 

received on the proposed rule change are available 

at: https://www.sec.gov/comments/sr-nyse-2020-96/ 

srnyse202096.htm. 

4 15 U.S.C. 78s(b)(2). 

5 Id. 

6 17 CFR 200.30–3(a)(31). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 90775 

(December 22, 2020), 85 FR 86584 (‘‘Notice’’). 

4According to the Exchange, NYSE currently 

trades securities, including ETPs, on its Pillar 

trading platform on an unlisted trading privileges 

(‘‘UTP’’) basis, subject to NYSE Pillar Platform 

Rules 1P—13P. ‘‘UTP Security’’ is defined as a 

security that is listed on a national securities 

exchange other than the Exchange and that trades 

on the Exchange pursuant to unlisted trading 

privileges. See NYSE Rule 1.1. ETPs traded on a 

UTP basis on the Exchange are not assigned to a 

Designated Market Maker (‘‘DMM’’) but are 

available for Floor brokers to trade in Floor-based 

crossing transactions. See Securities Exchange Act 

Release No. 82945 (March 26, 2018), 83 FR 13553, 

13568 (March 29, 2018) (SR–NYSE–2017–36) 

(approving Exchange rules to trade securities on a 

UTP basis on the Pillar trading platform). The 

Exchange states that its rules permit it to list ETPs 

under NYSE Rules 5P and 8P. Specifically, NYSE 

Rules 5P (Securities Traded) and 8P (Trading of 

Certain Exchange-Traded Products) provide for the 

listing of certain ETPs on the Exchange that (1) meet 

the applicable requirements set forth in those rules, 

and (2) do not have any component NMS Stock that 

is listed on the Exchange or is based on, or 

represents an interest in, an underlying index or 

reference asset that includes an NMS Stock listed 

on the Exchange. According to the Exchange, ETPs 

listed under NYSE Rules 5P and 8P would be ‘‘Tape 

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. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02372 Filed 2–4–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91025; File No. SR–NYSE– 

2020–96] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Designation of a Longer Period for 

Commission Action on a Proposed 

Rule Change To Amend Its Rules 

Establishing Maximum Fee Rates To 

Be Charged by Member Organizations 

for Forwarding Proxy and Other 

Materials to Beneficial Owners 

February 1, 2021. 

On December 2, 2020, New York 

Stock Exchange LLC (‘‘NYSE’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and rule 

19b–4 thereunder,2 a proposed rule 

change to delete the maximum fee rates 

for processing and forwarding proxy 

and other materials to beneficial owners 

of stock set forth in NYSE Rules 451 and 

465 and Section 402.10 of the NYSE 

Listed Company Manual, and establish 

in their place a requirement for member 

organizations to comply with any 

schedule of approved charges set forth 

in the rules of any other national 

securities organization or association of 

which such member organization is a 

member. The proposed rule change was 

published for comment in the Federal 

Register on December 21, 2020.3

Section 19(b)(2) of the Act 4 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding, or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day after 

publication of the notice for this 

proposed rule change is February 4, 

2021. The Commission is extending this 

45-day time period. 

The Commission finds that it is 

appropriate to designate a longer period 

within which to take action on the 

proposal so that it has sufficient time to 

consider the proposed rule change and 

the comments received. Accordingly, 

the Commission, pursuant to Section 

19(b)(2) of the Act,5 designates March 

21, 2021, as the date by which the 

Commission shall either approve or 

disapprove, or institute proceedings to 

determine whether to disapprove, the 

proposed rule change (File No. SR– 

NYSE–2020–96). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–02400 Filed 2–4–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91029; File No. SR–NYSE– 

2020–86] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving a Proposed Rule Change To 

Adopt NYSE Rule 5.2(j)(8) Governing 

the Listing and Trading of ExchangeTraded Fund Shares 

February 1, 2021. 

I. Introduction 

On December 18, 2020, New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 

Rule 19b–4 thereunder,2 a proposed rule 

change to, among other things, adopt 

new NYSE Rule 5.2(j)(8) to permit the 

generic listing and trading of ExchangeTraded Fund Shares. The proposed rule 

change was published for comment in 

the Federal Register on December 30, 

2020.3 The Commission has received no 

comments on the proposed rule change. 

The Commission is approving the 

proposed rule change. 

II. Exchange’s Description of the 

Proposed Rule Change 

Under the proposal, the Exchange 

states that the Commission recently 

adopted Rule 6c–11 under the 

Investment Company Act of 1940 

(‘‘1940 Act’’) 4 to permit Exchange 


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