33006 Federal Register / Vol. 86, No. 118 / Wednesday, June 23, 2021 / Notices 

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

trustees or directors of a future Subadvised Series 

(as defined below). 

2The term ‘‘Independent Board Members’’ means 

the members of the Board who are not parties to the 

Sub-Advisory Agreement (as defined below), or 

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

of the Act, of any such party. 

3Applicants do not request relief that would 

permit the Board and the Independent Board 

Members to approve renewals of Sub-Advisory 

Agreements at non-in-person meetings. 

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

its successors, and (ii) any entity controlling, 

controlled by or under common control with, the 

Adviser or its successors. For the purposes of the 

requested order, ‘‘successor’’ is limited to an entity 

or entities that result from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

5The term ‘‘Subadvised Series’’ also includes a 

wholly-owned subsidiary, as defined in the Act, of 

a Subadvised Series (each a ‘‘Subsidiary’’) and the 

term ‘‘sub-adviser’’ includes any sub-adviser to a 

Subsidiary. All registered open-end investment 

companies that intend to rely on the requested 

order are named as Applicants. Any entity that 

relies on the requested order will do so only in 

accordance with the terms and conditions 

contained in the application. 

6A Sub-Advisory Agreement may also be subject 

to approval by a Subadvised Series’ shareholders. 

Applicants currently rely on a multi-manager 

exemptive order to enter into and materially amend 

Sub-Advisory Agreements without obtaining 

shareholder approval. See Nationwide Investing 

Foundation, et al., Investment Company Act 

Release Nos. 23104 (Apr. 6, 1998) (notice) and 

23133 (Apr. 28, 1998) (order). 

7A sub-adviser may manage the assets of a 

Subadvised Series directly or provide the Adviser 

with model portfolio or investment 

recommendation(s) that would be utilized in 

connection with the management of a Subadvised 

Series. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13104 Filed 6–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34302; 812–15210] 

Nationwide Mutual Funds, et al. 

June 16, 2021. 

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(c) of the Act. 

APPLICANTS: Nationwide Mutual Funds 

and Nationwide Variable Insurance 

Trust, each of which is a registered 

open-end investment company that is 

organized as a Delaware statutory trust 

(each, a ‘‘Trust’’ and together, the 

‘‘Trusts’’) and that may offer one or 

more series of shares (each a ‘‘Series’’), 

and Nationwide Fund Advisors (the 

‘‘Adviser’’), a Delaware business trust 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’), that serves as an 

investment adviser to each Trust 

(together with the Trusts and the Series, 

the ‘‘Applicants’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit a Trust’s board 

of trustees (the ‘‘Board’’) to approve new 

sub-advisory agreements and material 

amendments to existing sub-advisory 

agreements for the Subadvised Series (as 

defined below), without complying with 

the in-person meeting requirement of 

Section 15(c) of the Act. 

FILING DATES: The application was filed 

on March 22, 2021. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on July 12, 

2021, and should be accompanied by 

proof of service on the Applicants, in 

the form of an affidavit or, for lawyers, 

a certificate of service. Pursuant to rule 

0–5 under the Act, hearing requests 

should state the nature of the writer’s 

interest, any facts bearing upon the 

desirability of a hearing on the matter, 

the reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request by 

emailing the Commission’s Secretary. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Amy E. Haid, Esq., by email to haida@

nationwide.com. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, at (202) 551–3038, or 

Trace W. Rakestraw, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file number 

or an Applicant using the ‘‘Company’’ 

name box, at http://www.sec.gov/ 

search/search.htm or by calling (202) 

551–8090. 

I. Requested Exemptive Relief 

1. Applicants request an exemption 

from Section 15(c) of the Act to permit 

the Board,1 including the Independent 

Board Members,2 to approve an 

agreement (each a ‘‘Sub-Advisory 

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

assets of one or more of the Series, or 

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

with the in-person meeting requirement 

of Section 15(c).3 Under the requested 

relief, the Independent Board Members 

could instead approve a Sub-Adviser 

Change at a meeting at which members 

of the Board participate by any means 

of communication that allows them to 

hear each other simultaneously during 

the meeting. 

2. Applicants request that the relief 

apply to Applicants, as well as to any 

future series of the Trusts and any other 

existing or future registered open-end 

management investment company or 

Series thereof that intends to rely on the 

requested order in the future and that: 

(i) Is advised by the Adviser; 4 (ii) uses 

the multi-manager structure described 

in the application; and (iii) complies 

with the terms and conditions of the 

application (each, a ‘‘Subadvised 

Series’’).5

II. Management of the Subadvised 

Series 

3. The Adviser will serve as the 

investment adviser to each Subadvised 

Series pursuant to an investment 

advisory agreement with a Trust (each 

an ‘‘Investment Management 

Agreement’’). The Adviser, subject to 

the oversight of the Board, will provide 

continuous investment management 

services to each Subadvised Series. 

Applicants are not seeking an 

exemption from the Act with respect to 

the Investment Management 

Agreements. 

4. Applicants state that the 

Subadvised Series may seek to provide 

exposure to multiple strategies across 

various asset classes, thus allowing 

investors to more easily access such 

strategies without the additional 

transaction costs and administrative 

burdens of investing in multiple funds 

to seek to achieve comparable 

exposures. 

5. To that end, the Adviser may 

achieve its desired exposures to specific 

strategies by allocating discrete portions 

of the Subadvised Series’ assets to 

various sub-advisers. Consistent with 

the terms of each Investment 

Management Agreement and subject to 

the Board’s approval,6 the Adviser 

would delegate management of all or a 

portion of the assets of a Subadvised 

Series to a sub-adviser.7 Each subadviser would be an ‘‘investment 

adviser’’ to the Subadvised Series 

within the meaning of Section 2(a)(20) 


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Federal Register / Vol. 86, No. 118 / Wednesday, June 23, 2021 / Notices 33007 

8Each sub-adviser would be registered with the 

Commission as an investment adviser under the 

Advisers Act or not subject to such registration. 

9Applicants state that technology that includes 

visual capabilities will be used unless 

unanticipated circumstances arise. Applicants also 

state that the Board could not rely upon the relief 

to approve a Sub-Advisory Agreement by written 

consent or another form of absentee approval by the 

Board. 

of the Act.8 The Adviser would retain 

overall responsibility for the 

management and investment of the 

assets of each Subadvised Series. 

III. Applicable Law 

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

registered investment company having a 

board from entering into, renewing or 

performing any contract or agreement 

whereby a person undertakes regularly 

to act as an investment adviser 

(including a sub-adviser) to the 

investment company, unless the terms 

of such contract or agreement and any 

renewal thereof have been approved by 

the vote of a majority of the investment 

company’s board members who are not 

parties to such contract or agreement, or 

interested persons of any such party, 

cast in person at a meeting called for the 

purpose of voting on such approval. 

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

the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provisions of the 

Act, or any rule thereunder, if such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Applicants 

state that the requested relief meets this 

standard for the reasons discussed 

below. 

IV. Arguments in Support of the 

Requested Relief 

8. Applicants assert that boards of 

registered investment companies, 

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

Applicants state that during the three to 

four month period between board 

meeting dates, market conditions may 

change or investment opportunities may 

arise such that the Adviser may wish to 

make a Sub-Adviser Change. Applicants 

also state that at these moments it may 

be impractical and costly to hold an 

additional in-person Board meeting, 

especially given the geographic 

diversity of Board members and the 

additional cost of holding in-person 

meetings. 

9. As a result, Applicants believe that 

the requested relief would allow the 

Subadvised Series to operate more 

efficiently. In particular, Applicants 

assert that without the delay inherent in 

holding in-person Board meetings (and 

the attendant difficulty of obtaining the 

necessary quorum for, and the 

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

Series would be able to act more quickly 

and with less expense to add or replace 

sub-advisers when the Board and the 

Adviser believe that a Sub-Adviser 

Change would benefit the Subadvised 

Series. 

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

15(c) of the Act was designed to prohibit 

absentee approval of advisory 

agreements. Applicants state that 

condition 1 to the requested relief is 

designed to avoid such absentee 

approval by requiring that the Board 

approve a Sub-Adviser Change at a 

meeting where all participating Board 

members can hear each other and be 

heard by each other during the 

meeting.9

11. Applicants, moreover, represent 

that the Board would conduct any such 

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

its typical process for approving SubAdvisory Agreements. Consistent with 

Section 15(c) of the Act, the Board 

would request and evaluate such 

information as may reasonably be 

necessary to evaluate the terms of any 

Sub-Advisory Agreement, and the 

Adviser and sub-adviser would provide 

such information. 

12. Finally, Applicants note that if 

one or more Board members request that 

a Sub-Adviser Change be considered inperson, then the Board would not be 

able to rely on the relief and would have 

to consider the Sub-Adviser Change at 

an in-person meeting. 

V. Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. The Independent Board Members 

will approve a Sub-Adviser Change at a 

non-in-person meeting in which Board 

members may participate by any means 

of communication that allows those 

Board members participating to hear 

each other simultaneously during the 

meeting. 

2. Management will represent that the 

materials provided to the Board for the 

non-in-person meeting include the same 

information the Board would have 

received if a Sub-Adviser Change were 

sought at an in-person Board meeting. 

3. The notice of the non-in-person 

meeting will explain the need for 

considering the Sub-Adviser Change at 

a non-in-person meeting. Once notice of 

the non-in-person meeting to consider a 

Sub-Adviser Change is sent, Board 

members will be given the opportunity 

to object to considering the Sub-Adviser 

Change at a non-in-person Board 

meeting. If a Board member requests 

that the Sub-Adviser Change be 

considered in-person, the Board will 

consider the Sub-Adviser Change at an 

in-person meeting, unless such request 

is rescinded. 

4. A Subadvised Series’ ability to rely 

on the requested relief will be disclosed 

in the Subadvised Series’ registration 

statement. 

5. In the event that the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–13116 Filed 6–22–21; 8:45 am] 

BILLING CODE 8011–01–P 

SOCIAL SECURITY ADMINISTRATION 

[Docket No: SSA–2021–0020] 

Agency Information Collection 

Activities: Proposed Request and 

Comment Request 

The Social Security Administration 

(SSA) publishes a list of information 

collection packages requiring clearance 

by the Office of Management and 

Budget (OMB) in compliance with 

Public Law 104–13, the Paperwork 

Reduction Act of 1995, effective October 

1, 1995. This notice includes revisions 

of OMB-approved information 

collections. 

SSA is soliciting comments on the 

accuracy of the agency’s burden 

estimate; the need for the information; 

its practical utility; ways to enhance its 

quality, utility, and clarity; and ways to 

minimize burden on respondents, 

including the use of automated 

collection techniques or other forms of 

information technology. Mail, email, or 

fax your comments and 

recommendations on the information 

collection(s) to the OMB Desk Officer 

and SSA Reports Clearance Officer at 

the following addresses or fax numbers. 

(OMB) Office of Management and 

Budget, Attn: Desk Officer for SSA, 

Comments: https://www.reginfo.gov/ 

public/do/PRAMain. Submit your 

comments online referencing Docket 

ID Number [SSA–2021–0020]. 


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