3624 Federal Register / Vol. 87, No. 15 / Monday, January 24, 2022 / Notices 

29Applicants are not requesting and the 

Commission is not providing any relief for 

transaction fees received in connection with any 

Co-Investment Transaction. 

compliance officer of the BDC that 

controls the BDC Downstream Fund will 

prepare the report for the relevant 

Independent Party. 

(d) The Independent Directors 

(including the non-interested members 

of each Independent Party) will 

consider at least annually whether 

continued participation in new and 

existing Co-Investment Transactions is 

in the Regulated Fund’s best interests. 

11. Record Keeping. Each Regulated 

Fund will maintain the records required 

by Section 57(f)(3) of the Act as if each 

of the Regulated Funds were a BDC and 

each of the investments permitted under 

these Conditions were approved by the 

Required Majority under Section 57(f). 

12. Director Independence. No 

Independent Director of a Regulated 

Fund (including the non-interested 

members of any Independent Party) will 

also be a director, general partner, 

managing member or principal, or 

otherwise be an ‘‘affiliated person’’ (as 

defined in the Act) of any Affiliated 

Fund. 

13. Expenses. The expenses, if any, 

associated with acquiring, holding or 

disposing of any securities acquired in 

a Co-Investment Transaction (including, 

without limitation, the expenses of the 

distribution of any such securities 

registered for sale under the Securities 

Act) will, to the extent not payable by 

the Advisers under their respective 

advisory agreements with the Regulated 

Funds and the Affiliated Funds, be 

shared by the Regulated Funds and the 

participating Affiliated Funds in 

proportion to the relative amounts of the 

securities held or being acquired or 

disposed of, as the case may be. 

14. Transaction Fees.29 Any 

transaction fee (including break-up, 

structuring, monitoring or commitment 

fees but excluding brokerage or 

underwriting compensation permitted 

by Section 17(e) or 57(k)) received in 

connection with any Co-Investment 

Transaction will be distributed to the 

participants on a pro rata basis based on 

the amounts they invested or 

committed, as the case may be, in such 

Co-Investment Transaction. If any 

transaction fee is to be held by an 

Adviser pending consummation of the 

transaction, the fee will be deposited 

into an account maintained by the 

Adviser at a bank or banks having the 

qualifications prescribed in Section 

26(a)(1), and the account will earn a 

competitive rate of interest that will also 

be divided pro rata among the 

participants. None of the Advisers, the 

Affiliated Funds, the other Regulated 

Funds or any affiliated person of the 

Affiliated Funds or the Regulated Funds 

will receive any additional 

compensation or remuneration of any 

kind as a result of or in connection with 

a Co-Investment Transaction other than 

(i) in the case of the Regulated Funds 

and the Affiliated Funds, the pro rata 

transaction fees described above and 

fees or other compensation described in 

Condition 2(c)(iii)(B)(z), (ii) brokerage or 

underwriting compensation permitted 

by Section 17(e) or 57(k) or (iii) in the 

case of the Advisers, investment 

advisory compensation paid in 

accordance with investment advisory 

agreements between the applicable 

Regulated Fund(s) or Affiliated Fund(s) 

and its Adviser. 

15. Independence. If the Holders own 

in the aggregate more than 25 percent of 

the Shares of a Regulated Fund, then the 

Holders will vote such Shares in the 

same percentages as the Regulated 

Fund’s other shareholders (not 

including the Holders) when voting on 

(1) the election of directors; (2) the 

removal of one or more directors; or (3) 

any other matter under either the Act or 

applicable State law affecting the 

Board’s composition, size or manner of 

election. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01292 Filed 1–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34474; 812–15264] 

Catholic Responsible Investments 

Funds and Christian Brothers 

Investment Services, Inc.; Notice of 

Application 

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: Catholic Responsible 

Investments Funds (the ‘‘Trust’’), a 

Delaware statutory trust registered 

under the Act as an open-end 

management investment company with 

multiple series (each a ‘‘Fund’’) and 

Christian Brothers Investment Services, 

Inc. (the ‘‘Adviser’’), an Illinois 

corporation 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 20, 2021, and amended 

on December 27, 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 14, 2022, 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, jmccroy@cbisonline.com (with 

a copy to sean.graber@

morganlewis.com_and_mrenetzky@

lockelord.com). 

FOR FURTHER INFORMATION CONTACT: 

Adam R. Bolter, Senior Counsel, at (202) 

674–8049, 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. 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 15 / Monday, January 24, 2022 / Notices 3625 

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 

(‘‘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 (‘‘Affiliated Sub-Adviser’’). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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 

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. 

Dated: January 19, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–01293 Filed 1–21–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–93989; File No. SR–BX– 

2022–001] 

Self-Regulatory Organizations; Nasdaq 

BX, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the BX Pricing 

Schedule at Options 7, Section 2 

January 18, 2022. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on January 

3, 2022, Nasdaq BX, Inc. (‘‘BX’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission (the 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III 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 

BX Pricing Schedule at Options 7, 

Section 2, as described further below. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/bx/rules, at the principal office 

of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to amend the BX Pricing 

Schedule at Options 7, Section 2. 


jspears on DSK121TN23PROD with NOTICES1