11806 Federal Register / Vol. 86, No. 37 / Friday, February 26, 2021 / Notices 

1The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Series 

(as defined below). 

2The term ‘‘Independent Board Members’’ means 

the members of the Board who are not parties to the 

Sub-Advisory Agreement (as defined below), or 

‘‘interested persons’’, as defined in Section 2(a)(19) 

of the Act, of any such party. 

3Applicants do not request relief that would 

permit the Board and the Independent Board 

Members to approve renewals of Sub-Advisory 

Agreements at non-in-person meetings. 

4The term ‘‘Adviser’’ includes (i) the Adviser or 

its successors, and (ii) any entity controlling, 

controlled by or under common control with, the 

Adviser or its successors. For the 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. 

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. 

6A Sub-Advisory Agreement may also be subject 

to approval by a Subadvised Series’ shareholders. 

Applicants currently rely on a multi-manager 

exemptive order to enter into and materially amend 

Sub-Advisory Agreements without obtaining 

shareholder approval. See Frank Russell Company, 

et al., Investment Company Act Release Nos. 30524 

(May 17, 2013) (notice) and 30556 (Jun. 12, 2013) 

(order). 

7A sub-adviser may manage the assets of a 

Subadvised Series directly or provide the Adviser 

with model portfolio or investment 

recommendation(s) that would be utilized in 

connection with the management of a Subadvised 

Series. 

Office of Personnel Management. 

Alexys Stanley, 

Regulatory Affairs Analyst. 

[FR Doc. 2021–04157 Filed 2–25–21; 8:45 am] 

BILLING CODE 6325–38–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34200; 812–15134] 

Russell Investment Company, et al.; 

Notice of Application 

February 23, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

Section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from Section 15(c) of the Act. 

APPLICANTS: Russell Investment 

Company and Russell Investment Funds 

(each a ‘‘Trust,’’ and collectively the 

‘‘Trusts’’), each a Massachusetts 

business trust registered under the Act 

as an open-end management investment 

company with multiple series and 

Russell Investment Management, LLC 

(‘‘Adviser’’), a Washington limited 

liability company registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’) that serves an 

investment adviser to such series 

(collectively the ‘‘Applicants’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit each Trust’s 

board of trustees (the ‘‘Board’’) to 

approve new sub-advisory agreements 

and material amendments to existing 

sub-advisory agreements for the 

Subadvised Series (as defined below), 

without complying with the in-person 

meeting requirement of Section 15(c) of 

the Act. 

FILING DATES: The application was filed 

on June 8, 2020, and amended on 

October 2, 2020, and January 19, 2021. 

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 March 

26, 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. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Mary Beth Albaneze, Esq., Associate 

General Counsel, Russell Investment 

Management, LLC at MAlbaneze@

russellinvestments.com. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or Kaitlin C. Bottock, 

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 exemption 

from Section 15(c) of the Act to permit 

the Board,1 including the Independent 

Board Members,2 to approve an 

agreement (each a ‘‘Sub-Advisory 

Agreement’’) pursuant to which a subadviser manages all or a portion of the 

assets of one or more of the series, or a 

material amendment thereof (a ‘‘SubAdviser Change’’), without complying 

with the in-person meeting requirement 

of Section 15(c).3 Under the requested 

relief, the Independent Board Members 

could instead approve a Sub-Adviser 

Change at a meeting at which members 

of the Board participate by any means 

of communication that allows them to 

hear each other simultaneously during 

the meeting. 

2. Applicants request that the relief 

apply to Applicants, as well as to any 

future series of each Trust 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; 4 (ii) uses 

the multi-manager structure described 

in the application; and (iii) complies 

with the terms and conditions of the 

application (each, a ‘‘Subadvised 

Series’’).5

II. Management of the Subadvised 

Series 

3. The Adviser will serve as the 

investment adviser to each Subadvised 

Series pursuant to an investment 

advisory agreement with each Trust 

(each an ‘‘Advisory Agreement’’). The 

Adviser, subject to the oversight of the 

Board, will provide continuous 

investment management services to 

each Subadvised Series. Applicants are 

not seeking an exemption from the Act 

with respect to the Advisory 

Agreements. 

4. Applicants state that the 

Subadvised Series may seek to provide 

exposure to multiple strategies across 

various asset classes, thus allowing 

investors to more easily access such 

strategies without the additional 

transaction costs and administrative 

burdens of investing in multiple funds 

to seek to achieve comparable 

exposures. 

5. To that end, the Adviser may 

achieve its desired exposures to specific 

strategies by allocating discrete portions 

of the Subadvised Series’ assets to 

various sub-advisers. Consistent with 

the terms of each Advisory Agreement 

and subject to the Board’s approval,6 the 

Adviser would delegate management of 

all or a portion of the assets of a 

Subadvised Series to a sub-adviser.7

Each sub-adviser would be an 

‘‘investment adviser’’ to the Subadvised 

Series within the meaning of Section 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 86, No. 37 / Friday, February 26, 2021 / Notices 11807 

8Each sub-adviser would be registered with the 

Commission as an investment adviser under the 

Advisers Act or not subject to such registration. 

9Applicants state that technology that includes 

visual capabilities will be used unless 

unanticipated circumstances arise. Applicants also 

state that the Board could not rely upon the relief 

to approve a Sub-Advisory Agreement by written 

consent or another form of absentee approval by the 

Board. 

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

2 17 CFR 240.19b–4. 

2(a)(20) of the Act.8 The Adviser would 

retain overall responsibility for the 

management and investment of the 

assets of each Subadvised Series. 

III. Applicable Law 

6. Section 15(c) of the Act prohibits a 

registered investment company having a 

board from entering into, renewing or 

performing any contract or agreement 

whereby a person undertakes regularly 

to act as an investment adviser 

(including a sub-adviser) to the 

investment company, unless the terms 

of such contract or agreement and any 

renewal thereof have been approved by 

the vote of a majority of the investment 

company’s board members who are not 

parties to such contract or agreement, or 

interested persons of any such party, 

cast in person at a meeting called for the 

purpose of voting on such approval. 

7. 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 

8. Applicants assert that boards of 

registered investment companies, 

including the Board, typically hold inperson meetings on a quarterly basis. 

Applicants state that during the three to 

four month period between board 

meeting dates, market conditions may 

change or investment opportunities may 

arise such that the Adviser may wish to 

make a Sub-Adviser Change. Applicants 

also state that at these moments it may 

be impractical, and/or costly to hold an 

additional in-person Board meeting, 

especially given the geographic 

diversity of Board members and the 

additional cost of holding in-person 

meetings. 

9. As a result, Applicants believe that 

the requested relief would allow the 

Subadvised Series to operate more 

efficiently. In particular, Applicants 

assert that without the delay inherent in 

holding in-person Board meetings (and 

the attendant difficulty of obtaining the 

necessary quorum for, and the 

additional costs of, an unscheduled inperson Board meeting), the Subadvised 

Series would be able to act quicker and 

with less expense to add or replace subadvisers when the Board and the 

Adviser believe that a Sub-Adviser 

Change would benefit the Subadvised 

Series. 

10. Applicants also note that the inperson meeting requirement in Section 

15(c) of the Act was designed to prohibit 

absentee approval of advisory 

agreements. Applicants state that 

condition 1 to the requested relief is 

designed to avoid such absentee 

approval by requiring that the Board 

approve a Sub-Adviser Change at a 

meeting where all participating Board 

members can hear each other and be 

heard by each other during the 

meeting.9

11. Applicants, moreover, represent 

that the Board would conduct any such 

non-in-person consideration of a SubAdvisory Agreement in accordance with 

its typical process for approving SubAdvisory Agreements. Consistent with 

Section 15(c) of the Act, the Board 

would request and evaluate such 

information as may reasonably be 

necessary to evaluate the terms of any 

Sub-Advisory Agreement, and the 

Adviser and sub-adviser would provide 

such information. 

12. Finally, Applicants note that that 

if one or more Board members request 

that a Sub-Adviser Change be 

considered in-person, then the Board 

would not be able to rely on the relief 

and would have to consider the SubAdviser Change at an in-person meeting. 

V. Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. The Independent Board Members 

will approve the Sub-Adviser Change at 

a non-in-person meeting in which Board 

members may participate by any means 

of communication that allows those 

Board members participating to hear 

each other simultaneously during the 

meeting. 

2. Management will represent that the 

materials provided to the Board for the 

non-in-person meeting include the same 

information the Board would have 

received if approval of a Sub-Adviser 

Change were sought at an in-person 

Board meeting. 

3. The notice of the non-in-person 

meeting will explain the need for 

considering the Sub-Adviser Change at 

a non-in-person meeting. Once notice of 

the non-in-person meeting to consider a 

Sub-Adviser Change is sent, Board 

members will be given the opportunity 

to object to considering the Sub-Adviser 

Change at a non-in-person Board 

meeting. If a Board member requests 

that the Sub-Adviser Change be 

considered in-person, the Board will 

consider the Sub-Adviser Change at an 

in-person meeting, unless such request 

is rescinded. 

4. A Subadvised Series’ ability to rely 

on the requested relief will be disclosed 

in the Subadvised Series’ registration 

statement. 

5. 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–04043 Filed 2–25–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–91178; File No. SR–Phlx– 

2021–07] 

Self-Regulatory Organizations; Nasdaq 

PHLX LLC; Notice of Filing of 

Proposed Rule Change To Permit the 

Listing and Trading of Options Based 

on 1/100th the Value of the Nasdaq-100 

Index®

February 22, 2021. 

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 February 

10, 2021, Nasdaq PHLX LLC (‘‘Phlx’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

Exchange’s rules to permit the listing 


khammond on DSKJM1Z7X2PROD with NOTICES