Federal Register / Vol. 80, No. 61 / Tuesday, March 31, 2015 / Notices 17129 

18 17 CFR 200.30–3(a)(12). 

1Currently the Trust consists of the following 

Funds: ETFS Zacks Earnings Large-Cap U.S. Index 

Fund, ETFS Zacks Earnings Small-Cap U.S. Index 

Fund, ETFS Diversified-Factor Large Cap U.S. Index 

Fund, and the ETFS Diversified-Factor Developed 

Europe Index Fund (the ‘‘Initial Fund(s)’’). 

2Future 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. 

3The term ‘‘Adviser’’ includes (1) ETF Securities, 

and (2) any entity controlling, controlled by or 

under common control with, ETF Securities 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. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07260 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–335, OMB Control No. 

3235–0381] 

Submission for OMB Review; 

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: 

Form 40–F. 

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 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form 40–F (17 CFR 249.240f) is used 

by certain Canadian issuers to register a 

class of securities pursuant to Section 

12(b) or (g) of the Securities Exchange 

Act of 1934 (‘‘Exchange Act’’)(15 U.S.C. 

78l) or as an annual report pursuant to 

Section 13(a) or 15(d) of the Exchange 

Act (15 U.S.C. 78m(a) or 78o(d)). The 

information required in the Form 40–F 

is used by investors in making 

investment decisions with respect to the 

securities of such Canadian companies. 

We estimate that Form 40–F takes 

approximately 429.93 hours per 

response and is filed by approximately 

160 respondents. We estimate that 25% 

of the 429.93 hours per response (107.48 

hours) is prepared by the issuer for a 

total reporting burden of 17,197 (107.48 

hours per response × 160 responses). 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

unless it displays a currently valid 

control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov . Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 20549 

or send an email to: PRA_Mailbox@

sec.gov. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: March 25, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07253 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31511; File No. 812–14346] 

ETFS Trust and ETF Securities 

Advisors, LLC; Notice of Application 

March 25, 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: ETFS Trust (the ‘‘Trust’’) 

and ETF Securities Advisors LLC (the 

‘‘Adviser’’). 

DATES: Filing Dates: The application was 

filed on August 13, 2014 and amended 

on December 2, 2014 and February 12, 

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 April 17, 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 the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants, ETFS Trust, 48 Wall Street, 

New York, New York 10005. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, at 

(202) 551–6990, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(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 Trust is organized as a 

Delaware statutory trust and is 

registered with the Commission as an 

open-end management investment 

company under the Act. The Trust 

currently offers four series of shares and 

may offer additional series of shares in 

the future (each, a ‘‘Fund’’ and 

collectively the ‘‘Funds’’),1 each with its 

own distinct investment objective, 

policy and restrictions. Each Fund will 

operate as an exchange-traded fund.2

ETF Securities is a Delaware limited 

liability company 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 


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

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

is defined in 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 Sub-Adviser 

serves as a sub-adviser to a Fund (each, a ‘‘NonAffiliated Sub-Adviser’’). 

5Shareholder approval will continue to be 

required for any other sub-adviser changes (not 

otherwise permitted by rule) and material 

amendments to an existing Sub-Advisory 

Agreement with any sub-adviser other than a NonAffiliated Sub-Adviser or Wholly-Owned SubAdviser (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. 

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. 

approval of the board of trustees of the 

Trust (the ‘‘Board’’), including a 

majority of the trustees who are not 

‘‘interested persons’’ of the Trust, the 

Funds or the Adviser as defined in 

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

‘‘Independent Trustees’’), to, without 

obtaining shareholder approval: (a) 

Select Sub-Advisers 4 to manage all or a 

portion of the assets of a Fund and enter 

into investment sub-advisory 

agreements with the Sub-Advisers 

(each, a ‘‘Sub-Advisory Agreement’’); 

and (b) 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 Fund’’).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. ETF Securities is the investment 

adviser to each Fund pursuant to an 

investment advisory agreement with the 

Trust (the ‘‘Investment Management 

Agreement’’). Any other Adviser will be 

registered with the Commission as an 

investment adviser under the Advisers 

Act. The Investment Management 

Agreement was approved by the 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 the 

Investment Management Agreement will 

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 the 

Investment Management Agreement, the 

Adviser, subject to the supervision of 

the Board, provides continuous 

investment management of the assets of 

each Fund. Consistent with the terms of 

the 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 would continue 

to have overall responsibility for the 

management and investment of the 

assets of each Subadvised Fund, and the 

Adviser’s responsibilities would 

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. The Adviser 

evaluates, allocates assets to, and 

oversees, the Sub-Advisers, and makes 

recommendations about their hiring, 

termination and replacement to the 

Board, at all times subject to the 

authority of the Board. For its services 

to a Fund under an Investment 

Management Agreement, the Adviser 

would receive an investment 

management fee from that Fund based 

on the average net assets of that Fund. 

5. Currently the Adviser has entered 

into a sub-advisory agreement with 

Index Management Solutions, LLC 

(‘‘IMS’’) with respect to the Initial 

Funds. The sub-advisory agreement 

with IMS was approved by the Board, 

including a majority of the Independent 

Trustees, and by the sole shareholders 

of each Initial Fund in the manner 

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

the Act and rule 18f–2 thereunder. The 

terms of the sub-advisory agreement 

with IMS comply with section 15(a) of 

the Act. IMS is, and any future SubAdviser will be, an ‘‘investment 

adviser’’ as defined in section 2(a)(20) of 

the Act and will be registered as an 

investment adviser under the Advisers 

Act or exempt from such registration. 

Any Sub-Advisory Agreements will be 

approved by the Board, including a 

majority of the Independent Trustees, 

and the terms of each Sub-Advisory 

Agreement will comply fully with the 

requirements of section 15(a) of the Act. 

The Sub-Advisers, 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 Multimanager 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 


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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 the 

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. 

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 


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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. 

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

2 17 CFR 240.19b–4. 

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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07252 Filed 3–30–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74579; File No. SR–ICEEU– 

2015–007] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

of Proposed Rule Change Relating to 

Collateral and Haircut Policy 

March 25, 2015. 

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 March 13, 

2015, ICE Clear Europe Limited (‘‘ICE 

Clear Europe’’ or ‘‘Clearing House’’) 


asabaliauskas on DSK5VPTVN1PROD with NOTICES