Federal Register / Vol. 87, No. 35 / Tuesday, February 22, 2022 / Notices 9677 

1 Applicants request relief with respect to any 

existing or future series of the Trust and any other 

existing or future registered open-end management 

investment company or series thereof that: (a) Is 

advised by Empowered, or any entity controlling, 

controlled by or under common control with 

Empowered or its successors (each, also an 

‘‘Adviser’’); (b) uses the manager-of-managers 

structure described in the application; and (c) 

complies with the terms and conditions of the 

application (any such series, a ‘‘Fund’’ and 

collectively, 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. 

2 The requested relief will not extend to any 

subadviser that is an affiliated person, as defined in 

section 2(a)(3) of the Act, of the Trust, a Fund or 

the Adviser, other than by reason of serving as a 

subadviser to one or more of the Funds. 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34505; File No. 812–15243] 

Alpha Architect ETF Trust and 

Empowered Funds, LLC 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’ or ‘‘SEC’’). 

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. The requested 

exemption would permit an investment 

adviser to hire and replace certain 

subadvisers without shareholder 

approval. 

APPLICANTS: Alpha Architect ETF Trust 

(the ‘‘Trust’’), a Delaware statutory trust 

registered under the Act as an open-end 

management investment company, and 

Empowered Funds, LLC, Pennsylvania 

limited liability company registered as 

an investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Adviser’’ or ‘‘Empowered’’ and, 

collectively with the Trust, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

on June 28, 2021 and amended on 

December 17, 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 on any application by 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov and serving 

the Applicants with a copy of the 

request by email, if an email address is 

listed for the relevant Applicant below, 

or personally or by mail, if a physical 

address is listed for the relevant 

Applicant below. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on March 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 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Michael Pellegrino, Esq. at mp@pelllaw.com. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, or Lisa Reid 

Ragen, Branch Chief, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and conditions, please refer to 

Applicants’ amended and restated 

application, dated December 17, 2021, 

which may be obtained via the 

Commission’s website by searching for 

the file number at the top of this 

document, or for an Applicant using the 

Company name search field, on the 

SEC’s EDGAR system. The SEC’s 

EDGAR system may be searched at 

https://www.sec.gov/edgar/searchedgar/ 

legacy/companysearch.html. You may 

also call the SEC’s Public Reference 

Room at (202) 551–8090. 

Summary of the Application 

1. The Adviser serves as the 

investment adviser to the Funds 

pursuant to investment advisory 

agreements with the Trust on behalf of 

each Fund (collectively, the ‘‘Advisory 

Agreements’’).1 The Adviser is 

responsible for the overall management 

of the Funds’ business affairs and 

selecting investments according to the 

Funds’ investment objectives, policies, 

and restrictions, subject to the authority 

of the board of trustees of the Trust 

(‘‘Board’’). The Advisory Agreements 

permit the Adviser, subject to the 

approval of the Board, to delegate to one 

or more unaffiliated subadvisers (each, 

a ‘‘Subadviser’’ and collectively, the 

‘‘Subadvisers’’) the responsibility to 

provide the day-to-day portfolio 

investment management of each Fund, 

subject to the supervision and direction 

of the Adviser. The primary 

responsibility for managing the Funds 

will remain vested in the Adviser. The 

Adviser will hire, evaluate, allocate 

assets to and oversee the Subadvisers, 

including determining whether a 

Subadviser should be terminated, at all 

times subject to the authority of the 

Board. 

2. Applicants request an exemption to 

permit the Adviser, subject to Board 

approval, to hire certain Subadvisers 

pursuant to subadvisory agreements 

(‘‘Subadvisory Agreements’’) and 

materially amend existing Subadvisory 

Agreements without obtaining the 

shareholder approval required under 

section 15(a) of the Act.2

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 

Fund shareholders and notification 

about subadvisory changes and 

enhanced Board oversight to protect the 

interests of the Funds’ 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 

Advisory Agreements will remain 

subject to shareholder approval, while 

the role of the Subadvisers is 

substantially similar to that of 

individual portfolio managers, so that 

requiring shareholder approval of 

Subadvisory Agreements would impose 

unnecessary delays and expenses on the 

Funds. 

For the Commission, by the Division 

of Investment Management, under 

delegated authority. 

Dated: February 15, 2022. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–03644 Filed 2–18–22; 8:45 am] 

BILLING CODE 8011–01–P 


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