Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 8369 

Dated: February 13, 2015. 

Connie M. Downs, 

OPIC Corporate Secretary. 

[FR Doc. 2015–03319 Filed 2–12–15; 4:15 pm] 

BILLING CODE 3210–01–P 

PRESIDIO TRUST 

Notice of Public Meeting of Presidio 

Institute Advisory Council 

AGENCY: The Presidio Trust. 

ACTION: Notice of public meeting of 

Presidio Institute Advisory Council. 

SUMMARY: Pursuant to the Federal 

Advisory Committee Act, as amended (5 

U.S.C. Appendix 2), notice is hereby 

given that a public meeting of the 

Presidio Institute Advisory Council 

(Council) will be held from 10:00 a.m. 

to 11:00 a.m. on Monday, March 2, 

2015. The meeting is open to the public, 

and oral public comment will be 

received at the meeting. The Council 

was formed to advise the Executive 

Director of the Presidio Trust (Trust) on 

matters pertaining to the rehabilitation 

and reuse of Fort Winfield Scott as a 

new national center focused on service 

and leadership development. 

SUPPLEMENTARY INFORMATION: The 

Trust’s Executive Director, in 

consultation with the Chair of the Board 

of Directors, has determined that the 

Council is in the public interest and 

supports the Trust in performing its 

duties and responsibilities under the 

Presidio Trust Act, 16 U.S.C. 460bb 

appendix. 

The Council advises on the 

establishment of a new national center 

(Presidio Institute) focused on service 

and leadership development, with 

specific emphasis on: (a) Assessing the 

role and key opportunities of a national 

center dedicated to service and 

leadership at Fort Scott in the Presidio 

of San Francisco; (b) providing 

recommendations related to the Presidio 

Institute’s programmatic goals, target 

audiences, content, implementation and 

evaluation; (c) providing guidance on a 

phased development approach that 

leverages a combination of funding 

sources including philanthropy; and (d) 

making recommendations on how to 

structure the Presidio Institute’s 

business model to best achieve the 

Presidio Institute’s mission and ensure 

long-term financial self-sufficiency. 

Meeting Agenda: This meeting of the 

Council will focus on a proposed 

business strategy for the Presidio 

Institute and will include a 

recommendation from the Council. The 

meeting will be conducted as a 

conference call. The period from 10:45 

a.m. to 11:00 a.m. will be reserved for 

public comments. 

Public Comment: Individuals who 

would like to offer comments are 

invited to sign-up at the meeting and 

speaking times will be assigned on a 

first-come, first-served basis. Written 

comments may be submitted on cards 

that will be provided at the meeting, via 

mail to Aimee Vincent, Presidio 

Institute, 1201 Ralston Avenue, San 

Francisco, CA 94129–0052, or via email 

to institute@presidiotrust.gov. If 

individuals submitting written 

comments request that their address or 

other contact information be withheld 

from public disclosure, it will be 

honored to the extent allowable by law. 

Such requests must be stated 

prominently at the beginning of the 

comments. The Trust will make 

available for public inspection all 

submissions from organizations or 

businesses and from persons identifying 

themselves as representatives or 

officials of organizations and 

businesses. 

Time: The meeting will be held from 

10:00 a.m. to 11:00 a.m. on Monday, 

March 2, 2015. 

Location: The meeting will be held at 

the Presidio Institute, Building 1202 

Ralston Avenue, San Francisco, CA 

94129. 

FOR FURTHER INFORMATION CONTACT: 

Additional information is available 

online at http://www.presidio.gov/

explore/Pages/fort-scott-council.aspx. 

Dated: February 10, 2015. 

Karen A. Cook, 

General Counsel. 

[FR Doc. 2015–03137 Filed 2–13–15; 8:45 am] 

BILLING CODE 4310–4R–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31453; File No. 812–14334] 

Exchange Traded Concepts, LLC et al.; 

Notice of Application 

February 10, 2015. 

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(a) of the Act and rule 

18f-2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements with WhollyOwned Sub-Advisers (as defined below) 

and non-affiliated sub-advisers without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: Exchange Traded Concepts 

Trust, Exchange Traded Concepts Trust 

II, Source ETF Trust and ETF Series 

Solutions (each, a ‘‘Trust’’) and 

Exchange Traded Concepts, LLC (the 

‘‘Initial Adviser’’). 

FILING DATES: The application was filed 

on July 17, 2014, and amended on 

December 29, 2014. 

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 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 March 9, 2015, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under 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, c/o Michael D. Barolsky, 

Esq. 615 E Michigan Street, Milwaukee, 

WI 53202. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Loko, Senior Counsel, at (202) 

551–6883, or Holly L. Hunter-Ceci, 

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 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. Each Trust is organized as a 

Delaware statutory trust and is 

registered with the Commission as an 

open-end management investment 

company under the Act. Each Trust may 

offer one or more series of shares (each, 

a ‘‘Fund’’ and collectively the ‘‘Funds’’) 

with its own distinct investment 


tkelley on DSK3SPTVN1PROD with NOTICES
8370 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 

1Future Funds may be operated as a masterfeeder structure pursuant to section 12(d)(1)(E) of 

the Act. In such a structure, certain Funds (each, 

a ‘‘Feeder Fund’’) may invest substantially all of 

their assets in a Fund (a ‘‘Master Fund’’) pursuant 

to section 12(d)(1)(E) of the Act. No Feeder Fund 

will engage any sub-advisers other than through 

approving the engagement of one or more of the 

Master Fund’s sub-advisers. 

2Exchange Traded Concepts, LLC, et al., 

Investment Company Act Release Nos. 30634 (July 

29, 2013) (Notice) and 30674 (August 26, 2013) 

(Order). 

3The term ‘‘Adviser’’ includes (i) the Initial 

Adviser and (ii) any entity controlling, controlled 

by or under common control with, the Initial 

Adviser or its successors that serves as investment 

adviser to the Funds. 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. 

4A ‘‘Sub-Adviser’’ for a Fund is (1) an indirect 

or direct ‘‘wholly owned subsidiary’’ (as such term 

is defined in Section 2(a)(43) of the Act) of the 

Adviser for that Fund, or (2) a sister company of 

the Adviser for that 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 ‘‘Wholly-Owned 

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 Fund, any Feeder Fund invested in a Master 

Fund, the Trust, or the Adviser, except to the extent 

that an affiliation arises solely because the SubAdviser serves as a sub-adviser to a Fund (each, a 

‘‘Non-Affiliated Sub-Adviser’’). 

5Shareholder approval will continue to be 

required for any other sub-adviser changes (not 

otherwise permitted by rule or other action of the 

Commission or staff) and material amendments to 

an existing Sub-Advisory Agreement with any subadviser other than a Non-Affiliated Sub-Adviser or 

Wholly-Owned Sub-Adviser (all such changes 

referred to as ‘‘Ineligible Sub-Adviser Changes’’). 

6All registered open-end investment companies 

that currently intend to rely on the requested order 

are named as applicants. All Funds that currently 

are, or that currently intend to be, Subadvised 

Funds are identified in the application. Any entity 

that relies on the requested order will do so only 

in accordance with the terms and conditions 

contained in the application. 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 Subadvised Fund, or a 

trademark or trade name that is owned by or 

publicly used to identify that Adviser, will precede 

the name of the Sub-Adviser. 

7 If the Subadvised Fund is a Master Fund, for 

purposes of the Modified Notice and Access 

Procedures, ‘‘shareholders’’ include both the 

shareholders of the applicable Master Fund and the 

shareholders of its Feeder Funds. 

objectives, policies and restrictions.1

Currently, each Trust has registered 

several Funds, certain of which are 

operational. Applicants state that each 

Fund that has commenced operations to 

date operates as a passively-managed 

exchange-traded fund in reliance on a 

previously granted exemptive order.2

The Adviser is a limited liability 

company organized under the laws of 

the State of Oklahoma and is registered 

with the Commission as an investment 

adviser under the Investment Advisers 

Act of 1940 (the ‘‘Advisers Act’’). 

2. Applicants request an order to 

permit the Adviser,3 subject to the 

approval of the board of trustees of the 

applicable Trust (the ‘‘Board’’), 

including a majority of the trustees who 

are not ‘‘interested persons’’ of the 

Funds or the Adviser as defined in 

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

‘‘Independent Trustees’’), to, without 

obtaining shareholder approval: (i) 

Select Sub-Advisers 4 to manage all or a 

portion of the assets of a Fund and enter 

into Sub-Advisory Agreements (as 

defined below) with the Sub-Advisers, 

and (ii) materially amend Sub-Advisory 

Agreements with the Sub-Advisers.5

Applicants request that the relief apply 

to the named applicants, as well as to 

any future Fund and any other existing 

or future registered open-end 

management investment company or 

series thereof that is advised by the 

Adviser, uses the multi-manager 

structure described in the application, 

and complies with the terms and 

conditions set forth in the application 

(each, a ‘‘Subadvised Funds’’).6 The 

requested relief will not extend to any 

sub-adviser, 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 Fund, of any 

Feeder Fund, or of the Adviser, other 

than by reason of serving as a subadviser to one or more of the 

Subadvised Funds (‘‘Affiliated SubAdviser’’). 

3. The Adviser serves as the 

investment adviser to each Fund 

pursuant to an investment advisory 

agreement with the applicable Trust 

(each, an ‘‘Investment Management 

Agreement’’). Any other Adviser will be 

registered with the Commission as an 

investment adviser under the Advisers 

Act. Each Investment Management 

Agreement was approved by the 

respective Board, including a majority 

the Independent Trustees, and by the 

shareholders of each Fund in the 

manner required by sections 15(a) and 

15(c) of the Act and rule 18f–2 

thereunder. The terms of each 

Investment Management Agreement 

comply with section 15(a) of the Act. 

Each other investment management 

agreement with respect to a Fund 

(included in the term ‘‘Investment 

Management Agreement’’) will comply 

with section 15(a) of the Act and will be 

similarly approved. 

4. Pursuant to the terms of each 

Investment Management Agreement, the 

Adviser, subject to the supervision of 

the respective Board, provides 

continuous investment management of 

the assets of each Fund. The Adviser 

periodically reviews a Fund’s 

investment policies and strategies and, 

based on the need of a particular Fund, 

may recommend changes to the 

investment policies and strategies of the 

Fund for consideration by the Board. 

For its services to each Fund under an 

Investment Management Agreement, the 

Adviser receives an investment 

management fee from that Fund. 

Consistent with the terms of each 

Investment Management 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), delegate 

portfolio management responsibilities of 

all or a portion of the assets of a 

Subadvised Fund to one or more SubAdvisers. The Adviser continues to have 

overall responsibility for the 

management and investment of the 

assets of each Subadvised Fund, and the 

Adviser’s responsibilities include, for 

example, recommending the removal or 

replacement of Sub-Advisers and 

determining the portion of that 

Subadvised Fund’s assets to be managed 

by any given Sub-Adviser and 

reallocating those assets as necessary 

from time to time. 

5. The Adviser has entered into subadvisory agreements with various SubAdvisers (‘‘Sub-Advisory Agreements’’) 

on behalf of the Subadvised Funds. The 

Adviser may also, in the future, enter 

into Sub-Advisory Agreements on 

behalf of other Funds. The SubAdvisory Agreements were approved by 

the respective Board, including a 

majority of the Independent Trustees, 

and the shareholders of the applicable 

Subadvised Fund in accordance with 

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

rule 18f–2 thereunder. In addition, the 

terms of each Sub-Advisory Agreement 

comply fully with the requirements of 

section 15(a) of the Act. The SubAdvisers, subject to the supervision of 

the Adviser and oversight of the Board, 

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 they 

select. The Adviser will compensate 

each Sub-Adviser out of the fee paid to 

the Adviser under the Investment 

Management Agreement. 

6. 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 Sub-Adviser is hired for any 

Subadvised Fund, that Subadvised 

Fund will send its shareholders 7 either 

a Multi-manager Notice or a MultiVerDate Sep<11>2014 16:51 Feb 13, 2015 Jkt 235001 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 E:\FR\FM\17FEN1.SGM 17FEN1

tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 8371 

8A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and specifically will, among 

other things: (a) Summarize the relevant 

information regarding the new Sub-Adviser; (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 

Subadvised Fund. 

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. Multimanager Information Statements will be filed with 

the Commission via the EDGAR system. 

manager Notice and Multi-manager 

Information Statement; 8 and (b) the 

Subadvised Fund will make the Multimanager 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 Multimanager Information Statement) is first 

sent to shareholders, and will maintain 

it on that Web site for at least 90 days. 

Applicants state 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 also state that 

each Board would comply with the 

requirements of sections 15(a) and 15(c) 

of the Act before entering into or 

amending Sub-Advisory Agreements. 

7. Applicants also request an order 

under section 6(c) of the Act exempting 

the Subadvised Funds from certain 

disclosure obligations that may require 

each Subadvised Fund to disclose fees 

paid by the Adviser to each SubAdviser. Applicants seek relief to permit 

each Subadvised Fund to disclose (as a 

dollar amount and a percentage of the 

Subadvised Fund’s net assets): (a) The 

aggregate fees paid to the Adviser and 

any Wholly-Owned Sub-Advisers; (b) 

the aggregate fees paid to Non-Affiliated 

Sub-Advisers; and (c) the fee paid to 

each Affiliated Sub-Adviser 

(collectively, the ‘‘Aggregate Fee 

Disclosure’’). An exemption is requested 

to permit the Funds to include only the 

Aggregate Fee Disclosure. All other 

items required by sections 6–07(2)(a), 

(b) and (c) of Regulation S–X will be 

disclosed. 

Applicants’ Legal Analysis 

1. 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.’’ 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 a registered investment 

company to disclose in its statement of 

additional information the method of 

computing the ‘‘advisory fee payable’’ 

by the investment company, 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.’’ 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

Exchange 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. 

4. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of 

investment company registration 

statements and shareholder reports filed 

with the Commission. Sections 6– 

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

require registered investment companies 

to include in their financial statements 

information about investment advisory 

fees. 

5. Section 6(c) of the Act provides that 

the Commission by order upon 

application may conditionally or 

unconditionally 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 their requested relief meets 

this standard for the reasons discussed 

below. 

6. Applicants assert that the 

shareholders expect the Adviser, subject 

to the review and approval of the Board, 

to select the Sub-Advisers who are in 

the best position to achieve the 

Subadvised Funds’ investment 

objectives. Applicants assert that, from 

the perspective of the shareholder, the 

role of the Sub-Advisers is substantially 

equivalent to the role of the individual 

portfolio managers employed by an 

investment adviser to a traditional 

investment company. Applicants 

believe that permitting the Adviser to 

perform the duties for which the 

shareholders of the Subadvised Fund 

are paying the Adviser—the selection, 

supervision and evaluation of the SubAdvisers—without incurring 

unnecessary delays or expenses is 

appropriate in the interest of the 

Subadvised Fund’s shareholders and 

will allow such Subadvised Fund to 

operate more efficiently. Applicants 

state that the Investment Management 

Agreement will continue to be fully 

subject to section 15(a) of the Act and 

rule 18f–2 under the Act and approved 

by the Board, including a majority of the 

Independent Trustees, in the manner 

required by sections 15(a) and 15(c) of 

the Act. Applicants are not seeking an 

exemption with respect to the 

Investment Management Agreement. 

7. Applicants assert that disclosure of 

the individual fees that the Adviser 

would pay to the Sub-Advisers of 

Subadvised Funds that operate in the 

multi-manager structure described in 

the application does not serve any 

meaningful purpose. Applicants 

contend that the primary reasons for 

requiring disclosure of individual fees 

paid to Sub-Advisers 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 advisory fee paid to the 

Adviser 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. Applicants 

assert that the requested disclosure 

relief would benefit shareholders of the 

Subadvised Fund because it would 

improve the Adviser’s ability to 

negotiate the fees paid to Sub-Advisers. 


tkelley on DSK3SPTVN1PROD with NOTICES
8372 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 

9Applicants will only comply with conditions 7, 

8, 9, and 12 if they rely on the relief that would 

allow them to provide Aggregate Fee Disclosure. 

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 Sub-Adviser’s ‘‘posted’’ 

amounts. Applicants assert that the 

relief will also encourage Sub-Advisers 

to negotiate lower sub-advisory fees 

with the Adviser if the lower fees are 

not required to be made public. 

8. Applicants submit that the 

requested relief meets the standards for 

relief under section 6(c) of the Act. 

Applicants state that each Subadvised 

Fund will be required to obtain 

shareholder approval to operate as a 

‘‘multiple manager’’ fund as described 

in the application before relying on the 

requested order. Applicants assert that 

conditions 6, 10, and 11 are designed to 

provide the Board with sufficient 

independence and the resources and 

information it needs to monitor and 

address any conflicts of interest. 

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. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 9

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, including 

the hiring of Wholly-Owned SubAdvisers, will be approved by a majority 

of the Subadvised Fund’s outstanding 

voting securities as defined in the Act, 

which in the case of a Master Fund will 

include voting instructions provided by 

shareholders of the Feeder Funds 

investing in such Master Fund or other 

voting arrangements that comply with 

section 12(d)(1)(E)(iii)(aa) of the Act or, 

in the case of a new 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(s) before offering the 

Subadvised Fund’s shares to the public. 

2. The prospectus for each 

Subadvised Fund, and in the case of a 

Master Fund relying on the requested 

relief, the prospectus for each Feeder 

Fund investing in such Master Fund, 

will disclose the existence, substance 

and effect of any order granted pursuant 

to the application. Each Subadvised 

Fund (and any such Feeder Fund) will 

hold itself out to the public as 

employing the multi-manager structure 

described in the application. Each 

prospectus will prominently disclose 

that the Adviser has the ultimate 

responsibility, subject to oversight by 

the Board, to oversee the Sub-Advisers 

and recommend their hiring, 

termination, and replacement. 

3. The Adviser will provide general 

management services to a Subadvised 

Fund, including overall supervisory 

responsibility for the general 

management and investment of the 

Subadvised Fund’s assets. Subject to 

review and approval of the Board, the 

Adviser will (a) set a Subadvised Fund’s 

overall investment strategies, (b) 

evaluate, select, and recommend SubAdvisers to manage all or a portion of 

a Subadvised Fund’s assets, and (c) 

implement procedures reasonably 

designed to ensure that Sub-Advisers 

comply with a Subadvised Fund’s 

investment objective, policies and 

restrictions. Subject to review by the 

Board, the Adviser will (a) when 

appropriate, allocate and reallocate a 

Subadvised Fund’s assets among SubAdvisers; and (b) monitor and evaluate 

the performance of Sub-Advisers. 

4. A Subadvised Fund will not make 

any Ineligible Sub-Adviser Changes 

without such agreement, including the 

compensation to be paid thereunder, 

being approved by the shareholders of 

the applicable Subadvised Fund, which 

in the case of a Master Fund will 

include voting instructions provided by 

shareholders of the Feeder Fund 

investing in such Master Fund or other 

voting arrangements that comply with 

section 12(d)(1)(E)(iii)(aa) of the Act. 

5. Subadvised Funds will inform 

shareholders, and if the Subadvised 

Fund is a Master Fund, shareholders of 

any Feeder Funds, of the hiring of a new 

Sub-Adviser within 90 days after the 

hiring of the new Sub-Adviser pursuant 

to the Modified Notice and Access 

Procedures. 

6. 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. 

7. Independent Legal Counsel, as 

defined in rule 0–1(a)(16) 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 Adviser will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Adviser on a per Subadvised 

Fund basis. The information will reflect 

the impact on profitability of the hiring 

or termination of any sub-adviser during 

the applicable quarter. 

9. Whenever a sub-adviser is hired or 

terminated, the Adviser will provide the 

Board with information showing the 

expected impact on the profitability of 

the Adviser. 

10. Whenever a sub-adviser change is 

proposed for a Subadvised Fund with 

an Affiliated Sub-Adviser or a WhollyOwned Sub-Adviser, the Board, 

including a majority of the Independent 

Trustees, will make a separate finding, 

reflected in the Board minutes, that 

such change is in the best interests of 

the Subadvised Fund and its 

shareholders, and if the Subadvised 

Fund is a Master Fund, the best interests 

of any applicable Feeder Funds and 

their respective shareholders, and does 

not involve a conflict of interest from 

which the Adviser or the Affiliated SubAdviser or Wholly-Owned Sub-Adviser 

derives an inappropriate advantage. 

11. No Trustee or officer of the Trust, 

a Fund or a Feeder Fund, or partner, 

director, manager or officer of the 

Adviser, will own directly or indirectly 

(other than through a pooled investment 

vehicle that is not controlled by such 

person) any interest in a Sub-Adviser 

except for (a) ownership of interests in 

the Adviser or any entity, except a 

Wholly-Owned Sub-Adviser, that 

controls, is controlled by, or is under 

common control with the Adviser, or (b) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of any publicly traded 

company that is either a Sub-Adviser or 

an entity that controls, is controlled by, 

or under common control with a SubAdviser. 

12. Each Subadvised Fund and any 

Feeder Fund that invests in a 

Subadvised Fund that is a Master Fund 

will disclose the Aggregate Fee 

Disclosure in its registration statement. 

13. Any new Sub-Advisory 

Agreement or any amendment to a 

Subadvised Fund’s existing Investment 

Management 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. 

14. In the event the Commission 

adopts a rule under the Act providing 

substantially similar relief to that 

requested in the application, the 

requested order will expire on the 

effective date of that rule. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 8373 

1The Fund will not impose an ‘‘early withdrawal 

charge’’ or ‘‘repurchase fee’’ on shareholders who 

purchase and tender their shares. 

2Any Fund relying on this relief will do so in a 

manner consistent with the terms and conditions of 

the application. Applicants represent that each 

investment company presently intending to rely on 

the requested order is listed as an applicant. 

3Any references to NASD Conduct Rule 2830 

include any successor or replacement Financial 

Industry Regulatory Authority Rule to NASD 

Conduct Rule 2830. 

4See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release); and 

Disclosure of Breakpoint Discounts by Mutual 

Funds, Investment Company Act Release No. 26464 

(June 7, 2004) (adopting release). 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03098 Filed 2–13–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31454; File No. 812–14326] 

Corsair Opportunity Fund, et al.; 

Notice of Application 

February 10, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (the ‘‘Act’’) for an 

exemption from sections 18(c) and 18(i) 

of the Act and for an order pursuant to 

section 17(d) of the Act and rule 17d– 

1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares (‘‘Classes’’) with 

varying sales loads and to impose assetbased service and/or distribution fees 

and contingent deferred sales loads 

(‘‘CDSCs’’). 

APPLICANTS: Corsair Opportunity Fund 

(‘‘Fund’’) and Corsair Capital 

Management, L.P. (‘‘Adviser’’). 

FILING DATES: The application was filed 

on June 30, 2014, and amended on 

October 21, 2014, January 8, 2015, 

January 30, 2015, and February 9, 2015. 

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 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 March 9, 2015 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 reasons 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: Brent J. Fields, Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090; 

Applicants: Corsair Opportunity Fund 

and Corsair Capital Management, L.P. 

366 Madison Avenue, 12th Floor, New 

York, NY 10017. 

FOR FURTHER INFORMATION CONTACT: 

Stephan N. Packs, Senior Counsel, at 

(202) 551–6853, or Nadya Roytblat, 

Assistant Chief Counsel, 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 

Web site by searching for the file 

number, or for 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 Fund is a continuously offered 

non-diversified, closed-end 

management investment company 

registered under the Act and organized 

as a Delaware statutory trust. The 

Adviser is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 and serves as investment 

adviser to the Fund. 

2. The Fund continuously offers its 

shares pursuant to its currently effective 

registration statement under the 

Securities Act of 1933. The Fund’s 

shares are not listed on any securities 

exchange and do not trade on an overthe-counter system such as Nasdaq. 

Applicants do not expect that any 

secondary market will develop for the 

Fund’s shares. 

3. The Fund currently offers, and 

intends to continue to offer, a single 

Class of shares (‘‘Initial Class’’) at net 

asset value per share (‘‘NAV’’). The 

Initial Class is not currently subject to 

any sales load or distribution and/or 

service fees. The Fund proposes to offer 

additional Classes of shares that will 

adopt a distribution and service plan in 

compliance with rules 12b–1 and 17d– 

3 under the Act as if such rules applied 

to closed-end management investment 

companies (‘‘Distribution and Service 

Plan’’). Additional Classes may be 

subject to a sales load, a distribution fee 

(‘‘Distribution Fee’’), and/or a service 

fee (‘‘Service Fee’’), pursuant to the 

Distribution and Service Plan.1

4. In order to provide a limited degree 

of liquidity to shareholders, the Fund 

may from time to time offer to 

repurchase shares at their then-current 

NAV in accordance with rule 13e–4 

under the 1934 Act pursuant to written 

tenders by shareholders. Repurchases of 

the Fund’s shares are made at such 

times, in such amounts and on such 

terms as may be determined by the 

board of trustees of the Fund (‘‘Board’’) 

in its sole discretion. The Adviser 

ordinarily recommends that the Board 

authorize the Fund to offer to 

repurchase shares from shareholders 

quarterly. 

5. Applicants request that the order 

also apply to any continuously-offered 

registered closed-end management 

investment company existing now or in 

the future for which the Adviser, or any 

entity controlling, controlled by, or 

under common control with the Adviser 

acts as investment adviser or principal 

underwriter, and which provides 

periodic liquidity with respect to its 

shares pursuant to rule 13e–4 under the 

1934 Act (collectively with the Fund, 

the ‘‘Funds’’).2

6. Applicants represent that any assetbased Distribution and Service fees will 

comply with the provisions of rule 

2830(d) of the Conduct Rules of the 

National Association of Securities 

Dealers, Inc. (‘‘NASD Conduct Rule 

2830’’).3 Applicants also represent that 

the Fund will disclose in its prospectus, 

the fees, expenses and other 

characteristics of each Class offered for 

sale by the prospectus, as is required for 

open-end, multiple class funds under 

Form N–1A. As if it were an open-end 

management investment company, the 

Fund will disclose fund expenses in 

shareholder reports, and disclose in its 

prospectus any arrangements that result 

in breakpoints in, or elimination of, 

sales loads.4 Applicants will also 

comply with any requirements that may 

be adopted by the Commission or 

FINRA regarding disclosure at the point 

of sale and in transaction confirmations 

about the costs and conflicts of interest 

arising out of the distribution of openend investment company shares, and 

regarding prospectus disclosure of sales 

loads and revenue sharing arrangements 

as if those requirements applied to the 


tkelley on DSK3SPTVN1PROD with NOTICES