77542 Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 

1A ‘‘Sub-Adviser’’ is (a) an indirect or direct 

‘‘wholly owned subsidiary’’ (as such term is defined 

in the Act) of the Adviser for that Series, or (b) a 

sister company of the Adviser for that Series that 

is an indirect or direct ‘‘wholly-owned subsidiary’’ 

(as such term is defined in the Act) of the same 

company that, indirectly or directly, wholly owns 

the Adviser (each of (a) and (b) a ‘‘Wholly-Owned 

Sub-Adviser’’ and collectively, the ‘‘Wholly-Owned 

Sub-Advisers’’), or (c) an investment sub-adviser for 

that Series that is not an ‘‘affiliated person’’ (as such 

term is defined in section 2(a)(3) of the Act) of the 

Series or the Adviser, except to the extent that an 

affiliation arises solely because the sub-adviser 

serves as a sub-adviser to one or more Series (each, 

a ‘‘Non-Affiliated Sub-Adviser’’ and collectively, 

the ‘‘Non-Affiliated Sub-Advisers’’). Each SubAdviser will be registered with the Commission 

under the Advisers Act or not subject to such 

registration. 

2Shareholder approval will continue to be 

required for any other sub-adviser changes and 

material amendments to an existing Sub-Advisory 

Agreement with any sub-adviser other than a NonAffiliated Sub-Adviser or a Wholly-Owned SubAdviser (all such changes referred to as ‘‘Ineligible 

Sub-Adviser Changes’’). 

3For 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. All registered 

open-end investment companies that currently 

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. If the 

name of any Subadvised Series contains the name 

of a sub-adviser, the name of the Adviser, 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. 

4The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Series, 

if different. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30129 Filed 12–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31386; 812–14344] 

Forum Funds II and CVR Portfolio 

Funds LLC; Notice of Application 

December 18, 2014. 

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 (as 

defined below) without shareholder 

approval and would grant relief from 

certain disclosure requirements. 

APPLICANTS: Forum Funds II (‘‘Trust’’) 

and CVR Portfolio Funds LLC 

(‘‘Adviser’’). 

DATES: Filing Dates: The application was 

filed August 12, 2014, and amended on 

September 19, 2014, November 18, 

2014, November 21, 2014 and December 

16, 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 January 12, 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: Trust, Three Canal Plaza, 

Suite 600, Portland, ME 04101; Adviser, 

One Bromfield Street, Suite 5100, 

Boston, MA 02108. 

FOR FURTHER INFORMATION CONTACT: 

Kaitlin C. Bottock, Attorney Adviser, at 

(202) 551–8658, or Daniele Marchesani, 

Branch Chief, at (202) 551–6747 

(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 under the Act as an open-end 

management investment company. The 

Trust offers one or more series of shares 

(each, a ‘‘Series’’). Each Subadvised 

Series (as defined below) has its own 

investment objectives, policies and 

restrictions and may offer one or more 

classes of shares that are subject to 

different expenses. 

2. The Adviser, a limited liability 

company organized under the laws of 

the state of Delaware, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). 

3. Applicants request an order to 

permit the Adviser, subject to the 

approval of the Board, including a 

majority of the members of the Board 

who are not ‘‘interested persons,’’ as 

defined in section 2(a)(19) of the Act, of 

the Series or the Adviser (‘‘Independent 

Board Members’’), to, without obtaining 

shareholder approval: (i) Select SubAdvisers to manage all or a portion of 

the assets of a Series and enter into SubAdvisory Agreements (as defined below) 

with the Sub-Advisers,1 and (ii) 

materially amend Sub-Advisory 

Agreements with the Sub-Advisers.2

Applicants request that the relief apply 

to named applicants, as well as any 

future Series 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 as described in 

the application, and complies with the 

terms and conditions of the application 

(‘‘Subadvised Series’’).3 The requested 

relief will not extend to any sub-adviser, 

other than a Wholly-Owned SubAdviser, who is an affiliated person, as 

defined in section 2(a)(3) of the Act, of 

the Subadvised Series or of the Adviser, 

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

Subadvised Series (‘‘Affiliated SubAdviser’’). 

4. Each Subadvised Series has, or will 

have, as its investment adviser, the 

Adviser, its successors, or an entity 

controlling, controlled by or under 

common control with the Adviser or its 

successors (included in the term, 

‘‘Adviser’’). The Adviser will serve as 

investment adviser to each Subadvised 

Series pursuant to an investment 

advisory agreement with the Trust 

(‘‘Investment Management Agreement’’). 

The Investment Management Agreement 

for each Series will be approved by the 

board of trustees of the Trust 

(‘‘Board’’),4 including a majority of the 

Independent Board Members, and by 

the shareholders of the relevant Series 

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

of the Act and rule 18f–2 thereunder. 

The terms of the Investment 

Management Agreement comply with 

section 15(a) of the Act. 

5. Under 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 Series. 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 77543 

5A ‘‘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 (except 

as modified to permit Aggregate Fee Disclosure as 

defined below); (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 Multimanager 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 Multimanager Information Statement may be obtained, 

without charge, by contacting the Subadvised 

Series. 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, 

except as modified by the order to permit Aggregate 

Fee Disclosure. Multi-manager Information 

Statements will be filed with the Commission via 

the EDGAR system. 

The Adviser periodically reviews each 

Series’ investment policies and 

strategies, and based on the need of a 

particular Series may recommend 

changes to the investment policies and 

strategies of the Series for consideration 

by the Board. For its services to each 

Series under the Investment 

Management Agreement, the Adviser 

receives an investment management fee 

from that Series. The Investment 

Management Agreement provides that 

the Adviser may, subject to the approval 

of the Board, including a majority of the 

Independent Board Members, and the 

shareholders of the applicable 

Subadvised Series (if required), delegate 

portfolio management responsibilities of 

all or a portion of the assets of a 

Subadvised Series to one or more SubAdvisers. 

6. Pursuant to the Investment 

Management Agreement, the Adviser 

continues to have overall responsibility 

for the management and investment of 

the assets of each Subadvised Series. 

The Adviser’s responsibilities include 

recommending the removal or 

replacement of Sub-Advisers, 

determining the portion of that 

Subadvised Series’ assets to be managed 

by any given Sub-Adviser and 

reallocating those assets as necessary 

from time to time. 

7. The Adviser may enter into subadvisory agreements with various SubAdvisers (‘‘Sub-Advisory Agreements’’) 

to provide investment management 

services to the Subadvised Series. The 

terms of each Sub-Advisory Agreement 

comply fully with the requirements of 

section 15(a) of the Act. Any SubAdvisory Agreements in effect at the 

time the Subadvised Series commences 

their public offerings of securities will 

have been approved by the Board, 

including a majority of the Independent 

Board Members, and the initial 

shareholders of the applicable 

Subadvised Series in accordance with 

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

rule 18f–2 thereunder. The SubAdvisers, subject to the supervision of 

the Adviser and oversight of the Board, 

determine the securities and other 

investments to be purchased, sold or 

entered into by a Subadvised Series’ 

portfolio or a portion thereof, and will 

place orders with brokers or dealers that 

they select. The Adviser compensates 

each Sub-Adviser out of the fee paid to 

the Adviser under the Investment 

Management Agreement. 

8. If the requested order is granted, 

the Subadvised Series 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 Series, that Subadvised 

Series will send its shareholders either 

a Multi-manager Notice or a Multimanager Notice and Multi-manager 

Information Statement; 5 and (b) the 

Subadvised Series 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. 

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 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. 

9. Applicants also request an order 

exempting the Subadvised Series from 

certain disclosure obligations that may 

require each Subadvised Series to 

disclose fees paid by the Adviser to each 

Sub-Adviser. Applicants seek relief to 

permit each Subadvised Series to 

disclose (as a dollar amount and a 

percentage of the Subadvised Series’ net 

assets): (a) The aggregate fees paid to the 

Adviser and any Wholly-Owned SubAdvisers, (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 Subadvised Series to 

include only the Aggregate Fee 

Disclosure. All other items required by 

section 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 

relevant 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,’’ a description of 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 a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statement information about 

the 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 

mstockstill on DSK4VPTVN1PROD with NOTICES

77544 Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 

6Applicants will comply with conditions 7, 8, 9 

and 12 only if they rely on the relief that would 

allow them to provide Aggregate Fee Disclosure. 

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 Series’ investment 

objective. Applicants assert that, from 

the perspective of the shareholder, the 

role of the Sub-Adviser 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 Series 

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 Series’ shareholders and 

will allow such Subadvised Series 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 Board Members, and by 

the shareholders of the relevant Series 

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 Series that operate under 

the multi-manager structure described 

in the application would 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 Series 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 Series’ fees and 

expenses are and will be able to 

compare the advisory fees a Subadvised 

Series is charged to those of other 

investment companies. Applicants 

assert that the requested disclosure 

relief would benefit shareholders of the 

Subadvised Series because it would 

improve the Adviser’s ability to 

negotiate the fees paid to Sub-Advisers. 

Applicants state that the Adviser may be 

able to negotiate rates that are below a 

Sub-Adviser’s ‘‘posted’’ amounts if the 

Adviser is not required to disclose the 

Sub-Advisers’ fees to the public. 

Applicants submit that the relief 

requested to use Aggregate Fee 

Disclosure will encourage Sub-Advisers 

to negotiate lower sub-advisory fees 

with the Adviser if the lower fees are 

not required to be made public. 

8. For the reasons discussed above, 

applicants submit that the requested 

relief meets the standards for relief 

under section 6(c) of the Act. Applicants 

state that the operation of the 

Subadvised Series in the manner 

described in the application must be 

approved by shareholders of a 

Subadvised Series before that 

Subadvised Series may rely on the 

requested relief. In addition, applicants 

state that the proposed conditions to the 

requested relief are designed to address 

any potential conflicts of interest, 

including any posed by the use of 

Wholly-Owned Sub-Advisers, and 

provide that shareholders are informed 

when new Sub-Advisers are hired. 

Applicants assert that conditions 6, 7, 

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: 6

1. Before a Subadvised Series may 

rely on the order requested in the 

Application, the operation of the 

Subadvised Series in the manner 

described in this Application, including 

the hiring of Wholly-Owned SubAdvisers, will be, or has been, approved 

by a majority of the Subadvised Series’ 

outstanding voting securities as defined 

in the Act, or, in the case of a new 

Subadvised Series whose public 

shareholders purchase shares on the 

basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the sole initial shareholder 

before offering the Subadvised Series’ 

shares to the public. 

2. The prospectus for each 

Subadvised Series will disclose the 

existence, substance, and effect of any 

order granted pursuant to this 

Application. Each Subadvised Series 

will hold itself out to the public as 

employing the multi-manager structure 

described in this 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 

Series, including overall supervisory 

responsibility for the general 

management and investment of the 

Subadvised Series’ assets. Subject to 

review and approval of the Board, the 

Adviser will (a) set a Subadvised Series’ 

overall investment strategies, (b) 

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

a Subadvised Series’ assets, and (c) 

implement procedures reasonably 

designed to ensure that Sub-Advisers 

comply with a Subadvised Series’ 

investment objective, policies and 

restrictions. Subject to review by the 

Board, the Adviser will (a) when 

appropriate, allocate and reallocate a 

Subadvised Series’ assets among 

multiple Sub-Advisers; and (b) monitor 

and evaluate the performance of SubAdvisers. 

4. A Subadvised Series 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 Series. 

5. Subadvised Series will inform 

shareholders of the hiring of a new SubAdviser 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 Board 

Members, and the selection and 

nomination of new or additional 

Independent Board Members will be 

placed within the discretion of the thenexisting Independent Board Members. 

7. Independent Legal Counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Board Members. The 

selection of such counsel will be within 

the discretion of the then-existing 

Independent Board Members. 

8. The Adviser will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 247 / Wednesday, December 24, 2014 / Notices 77545 

1Currently, certain series of SSgA Active Trust 

are part of a Master-Feeder Structure as Feeder 

Funds investing in corresponding Master Funds 

that are series of SSgA Master Trust. A ‘‘MasterFeeder Structure’’ involves a ‘‘Feeder Fund’’ 

investing in a corresponding ‘‘Master Fund.’’ 

2Applicants also request relief with respect to 

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 

SSgA FM or an entity controlling, controlled by, or 

under common control with SSgA FM (collectively, 

the ‘‘Adviser’’) or its successors; (b) uses the multimanager structure described in the application 

(‘‘Manager of Managers Structure’’); and (c) 

complies with the terms and conditions of the 

application (included in the term ‘‘Funds’’). Every 

entity that currently intends to rely on the 

requested order is named as an Applicant. For 

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. If the name of 

any Fund contains the name of a Sub-Adviser (as 

defined below), the name of the Adviser, or a 

trademark or trade name that is owned or licensed 

by the Adviser, will precede the name of the SubAdviser. 

of the Adviser on a per Subadvised 

Series 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 an Affiliated Sub-Adviser 

or Wholly-Owned Sub-Adviser to a 

Subadvised Series, the Board, including 

a majority of the Independent Board 

Members, will make a separate finding, 

reflected in the Board minutes, that 

such change is in the best interests of 

the Subadvised Series and its 

shareholders, and does not involve a 

conflict of interest from which the 

Adviser or the Affiliated Sub-Adviser or 

the Wholly-Owned Sub-Adviser derives 

an inappropriate advantage. 

11. No Board Member or officer of a 

Subadvised Series, 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 

(i) ownership of interests in the Adviser 

or any entity, other than a WhollyOwned Sub-Adviser, that controls, is 

controlled by, or is under common 

control with the Adviser; or (ii) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of a publicly-traded 

company that is either a Sub-Adviser or 

an entity that controls, is controlled by 

or is under common control with a SubAdviser. 

12. Each Subadvised Series will 

disclose the Aggregate Fee Disclosure in 

its registration statement. 

13. 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. 

14. Any new Sub-Advisory 

Agreement or any amendment to a 

Subadvised Series’ 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 Series will be submitted 

to the Subadvised Series’ shareholders 

for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30130 Filed 12–23–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31384; 812–13961] 

SSgA Funds Management, Inc., et al.; 

Notice of Application 

December 18, 2014. 

AGENCY: Securities and Exchange 

Commission (the ‘‘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 without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: SSgA Funds Management, 

Inc. (‘‘SSgA FM’’) and SPDR Series 

Trust, SPDR Index Shares Funds, SSgA 

Master Trust and SSgA Active Trust 

(each, a ‘‘Trust,’’ and collectively, the 

‘‘Trusts,’’ and together with SSgA FM, 

‘‘Applicants’’). 

DATES: Filing Dates: The application 

was filed on September 16, 2011, and 

amended on March 13, 2012, August 18, 

2014 and December 12, 2014. 

Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is reflected in 

this notice. 

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 January 12, 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: The Commission: Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Joshua A. Weinberg, Esq., 

State Street Global Advisors, State Street 

Financial Center, One Lincoln Street, 

Boston, MA 02111. 

FOR FURTHER INFORMATION CONTACT: 

Mark N. Zaruba, Senior Counsel, at 

(202) 551–6878, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

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 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 

business trust under the laws of the 

Commonwealth of Massachusetts and 

registered under the Act as an open-end 

management investment company. Each 

Trust will offer multiple series (each a 

‘‘Fund’’),1 some of which currently 

operate, or may in the future operate, as 

exchange-traded funds.2 SSgA FM, a 

Massachusetts corporation, is a whollyowned subsidiary of State Street 

Corporation. SSgA FM is, and any other 

Adviser will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

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