Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 1519 

1This estimate is based on the following 

calculations: (1,633 (funds) × 0.05% = 82 funds); 

(82 × 1 (attorney hour) = 82 total attorney hours); 

(82 (funds) × 2 (clerical hours) = 164 total clerical 

hours); (82 (attorney hours) + 164 (clerical hours) 

= 246 total hours). 

2This estimate is based on the following 

calculations: (246 (notice hours) + 408 

(recordkeeping hours) = 654 total hours). 

3This estimate is based on the following 

calculation: (408 funds responding to recordkeeping 

requirement + 82 funds responding to notice 

requirement = 490 total respondents). 

on any basis other than the relative net 

asset values (‘‘NAVs’’) of the respective 

securities to be exchanged, ‘‘unless the 

terms of the offer have first been 

submitted to and approved by the 

Commission or are in accordance with 

such rules and regulations as the 

Commission may have prescribed in 

respect of such offers.’’ Section 11(a) 

was designed to prevent ‘‘switching,’’ 

the practice of inducing shareholders of 

one fund to exchange their shares for 

the shares of another fund for the 

purpose of exacting additional sales 

charges. 

Rule 11a–3 (17 CFR 270.11a–3) under 

the Act is an exemptive rule that 

permits open-end investment 

companies (‘‘funds’’), other than 

insurance company separate accounts, 

and funds’ principal underwriters, to 

make certain exchange offers to fund 

shareholders and shareholders of other 

funds in the same group of investment 

companies. The rule requires a fund, 

among other things, (i) to disclose in its 

prospectus and advertising literature the 

amount of any administrative or 

redemption fee imposed on an exchange 

transaction, (ii) if the fund imposes an 

administrative fee on exchange 

transactions, other than a nominal one, 

to maintain and preserve records with 

respect to the actual costs incurred in 

connection with exchanges for at least 

six years, and (iii) give the fund’s 

shareholders a sixty day notice of a 

termination of an exchange offer or any 

material amendment to the terms of an 

exchange offer (unless the only material 

effect of an amendment is to reduce or 

eliminate an administrative fee, sales 

load or redemption fee payable at the 

time of an exchange). 

The rule’s requirements are designed 

to protect investors against abuses 

associated with exchange offers, provide 

fund shareholders with information 

necessary to evaluate exchange offers 

and certain material changes in the 

terms of exchange offers, and enable the 

Commission staff to monitor funds’ use 

of administrative fees charged in 

connection with exchange transactions. 

The staff estimates that there are 

approximately 1,633 active open-end 

investment companies registered with 

the Commission as of March 2014. The 

staff estimates that 25 percent (or 408) 

of these funds impose a non-nominal 

administrative fee on exchange 

transactions. The staff estimates that the 

recordkeeping requirement of the rule 

requires approximately 1 hour annually 

of clerical time per fund, for a total of 

408 hours for all funds. 

The staff estimates that 5 percent of 

these 1,633 funds (or 82) terminate an 

exchange offer or make a material 

change to the terms of their exchange 

offer each year, requiring the fund to 

comply with the notice requirement of 

the rule. The staff estimates that 

complying with the notice requirement 

of the rule requires approximately 1 

hour of attorney time and 2 hours of 

clerical time per fund, for a total of 

approximately 246 hours for all funds to 

comply with the notice requirement.1

The staff estimates that such notices 

will be enclosed with other written 

materials sent to shareholders, such as 

annual shareholder reports or account 

statements, and therefore any burdens 

associated with mailing required notices 

are accounted for in the burdens 

associated with Form N–1A registration 

statements for funds. The recordkeeping 

and notice requirements together 

therefore impose a total burden of 654 

hours on all funds.2 The total number of 

respondents is 490, each responding 

once a year.3 The burdens associated 

with the disclosure requirement of the 

rule are accounted for in the burdens 

associated with the Form N–1A 

registration statement for funds. 

The estimate of average burden hours 

is made solely for the purposes of the 

Paperwork Reduction Act, and is not 

derived from a comprehensive or even 

a representative survey or study of the 

costs of Commission rules and forms. 

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 OMB control 

number. 

Written comments are requested on: 

(a) Whether the collection of 

information is necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information has practical utility; (b) the 

accuracy of the Commission’s estimate 

of the burden(s) of the collection of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burden of the collection of 

information on respondents, including 

through the use of automated collection 

techniques or other forms of information 

technology. Consideration will be given 

to comments and suggestions submitted 

in writing within 60 days of this 

publication. 

Please direct your written comments 

to Pamela Dyson, Acting 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. 

Dated: January 6, 2015. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2015–00228 Filed 1–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31408; 812–14266] 

Context Capital Advisers, LLC and 

Context Capital Funds; Notice of 

Application 

January 6, 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 without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: Context Capital Advisers, 

LLC (‘‘Context Capital’’ or the 

‘‘Adviser’’) and Context Capital Funds 

(the ‘‘Trust’’ and collectively with 

Context Capital, the ‘‘Applicants’’). 

FILING DATES: The application was filed 

January 14, 2014 and amended on May 

21, 2014 and September 19, 2014. 

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 2, 2015 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 


tkelley on DSK3SPTVN1PROD with NOTICES
1520 Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 

1Applicants also 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 the Adviser or any entity 

controlling, controlled by, or under common 

control with the Adviser or its successors (included 

in the term ‘‘Adviser’’); (b) uses the manager of 

managers structure (‘‘Manager of Managers 

Structure’’) described in the application; and (c) 

complies with the terms and conditions of the 

application (together with the Alternative Strategies 

Fund, the ‘‘Funds’’ and each individually, a 

‘‘Fund’’). For purposes of the requested order, 

‘‘successor’’ is limited to an entity that would result 

from a reorganization into another jurisdiction or a 

change in the type of business organization. The 

only existing registered open-end management 

investment company that currently intends to rely 

on the requested order is the Trust. If the name of 

any Fund contains the name of a Subadviser, the 

name of the Adviser will precede the name of the 

Subadviser. The term ‘‘Board’’ also includes the 

board of trustees or directors of a future Fund. 

2The Adviser will enter into substantially similar 

investment advisory agreements to provide 

investment management services to future Funds 

(‘‘Future Advisory Agreements’’). The terms of 

Future Advisory Agreements will comply with 

section 15(a) of the Act, and Future Advisory 

Agreements will be approved by shareholders and 

by the Board, including a majority of the 

Independent Trustees, in the manner required by 

Sections 15(a) and 15(c) of the Act and rule 18f– 

2 thereunder. References to any Advisory 

Agreement(s) include Future Advisory Agreements 

as they pertain to future Funds. 

3Context Asset Management, L.P. the parent 

company of the Adviser, is undergoing a 

reorganization resulting in the termination of the 

Fund’s current advisory agreement and subadvisory 

agreements. At a meeting held on June 16, 2014, the 

Fund’s Board unanimously approved a new 

advisory agreement and subadvisory agreements for 

the Fund. The new advisory agreement and 

subadvisory agreements become effective upon 

approval by the Fund’s shareholders. 

4All existing subadvisory agreements comply 

with sections 15(a) and (c) of the Act and rule 18f– 

2 thereunder. 

5The reorganization will result in new 

subadvisory agreements that will become effective 

upon approval by the Fund’s shareholders. 

6A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the 1934 Act, and specifically will, 

among other things: (a) Summarize the relevant 

information regarding the new Subadviser; (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) 

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: Context Capital Funds, 

Three Canal Plaza, Suite 600, Portland, 

Maine 04101; Jason A. Myers, Context 

Capital Advisers, LLC, 401 City Avenue, 

Suite 800, Bala Cynwyd, PA 19004. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, at 

(202) 551–6990, or James M. Curtis, 

Branch Chief, at (202) 551–6712 

(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 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. 

Currently, the Trust is comprised of one 

series, the Context Alternative Strategies 

Fund (‘‘Alternative Strategies Fund’’).1

Each of the Trust’s series will have its 

own investment objective, policies and 

restrictions. 

2. Context Capital, a Delaware limited 

liability company, is registered as an 

investment adviser with the 

Commission under the Investment 

Advisers Act of 1940 (‘‘Advisers Act’’). 

Any future Adviser also will also be 

registered with the Commission as an 

investment adviser under the Advisers 

Act. Context Capital serves as the 

investment adviser of the Alternative 

Strategies Fund pursuant to an 

investment advisory agreement with the 

Trust (the ‘‘Advisory Agreement’’).2 The 

Advisory Agreement was approved by 

the board of trustees of the Trust (the 

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

members of the board of trustees who 

are not ‘‘interested persons,’’ as defined 

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

Trust, the Fund, or of the Adviser 

(‘‘Independent Trustees’’) and was 

approved by the initial shareholder of 

the Alternative Strategies Fund, in the 

manner required by sections 15(a) and 

15(c) of the Act and rule 18f–2 under 

the Act.3 Applicants are not seeking any 

exemptions with respect to the Advisory 

Agreement or Future Advisory 

Agreements. 

3. Under the terms of the Advisory 

Agreement, and subject to the oversight 

of the Board, Context Capital is 

responsible for the overall management 

of the Alternative Strategies Fund’s 

business affairs and selecting 

investments according to its investment 

objective, policies, and restrictions. For 

the investment management services 

that it provides to the Alternative 

Strategies Fund, Context Capital 

receives the fee specified in the 

Advisory Agreement based on average 

daily net assets. In addition, under the 

Advisory Agreement, Context Capital 

may retain one or more subadvisers, at 

Context Capital’s own cost and expense, 

subject to approval of the Board, 

including approval by a majority of the 

Independent Trustees and the 

shareholders of the Fund (if required by 

applicable law), for the purpose of 

managing the investment of all or a 

portion of the assets of the Alternative 

Strategies Fund. Context Capital has 

entered into subadvisory agreements 

with eight subadvisers to provide 

investment advisory services to the 

Alternative Strategies Fund.4 Each 

subadviser is an ‘‘investment adviser’’ 

as defined in section 2(a)(20) of the Act 

and registered as an investment adviser 

under the Advisers Act. The Adviser 

selects subadvisers based on the 

Adviser’s evaluation of the subadviser’s 

skills in managing assets pursuant to 

particular investment styles that are 

consistent with the investment objective 

of each Fund and recommends their 

hiring to the Board. For the investment 

advisory services subadvisers provide to 

the Funds, each subadviser receives 

annual fees from the Adviser calculated 

at an annual rate based on the average 

daily net assets of the respective Fund. 

The Adviser compensates each 

subadviser out of the fees that are paid 

to the Adviser under the Advisory 

Agreement.5

4. Applicants request an order to 

permit the Adviser, subject to approval 

of the Board, including a majority of the 

Independent Trustees, to do the 

following without obtaining shareholder 

approval: (a) Select an unaffiliated 

investment subadviser or subadvisers 

(each a ‘‘Subadviser’’) to manage all or 

a portion of the assets of the Alternative 

Strategies Fund or any other Fund 

pursuant to an investment subadvisory 

agreement with a Subadviser (each a 

‘‘Subadvisory Agreement’’), and (b) 

materially amend Subadvisory 

Agreements. 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 (‘‘Affiliated Subadviser’’). 

5. If a new Subadviser is hired, the 

Fund 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 Subadviser 

is hired for any Fund, that Fund will 

send its shareholders either a Multimanager Notice or a Multi-manager 

Notice and Multi-manager Information 

Statement; 6 and (b) the Fund will make 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 1521 

instruct the shareholder that a paper or email copy 

of the Multi-manager Information Statement may be 

obtained, without charge, by contacting the Funds. 

A ‘‘Multi-manager Information Statement’’ will 

meet the requirements of Regulation 14C, Schedule 

14C and Item 22 of Schedule 14A under the 1934 

Act for an information statement, except as 

modified by the requested order to permit Aggregate 

Fee Disclosure. Multi-manager Information 

Statements will be filed electronically with the 

Commission via the EDGAR system. 

the Multi-manager 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 

Multi-manager Information Statement) 

is first sent to shareholders, and will 

maintain it on that Web site for at least 

90 days. Applicants assert that a proxy 

solicitation to approve the appointment 

of new Subadvisers provides no more 

meaningful information to shareholders 

than the proposed Multi-manager 

Information Statement. Moreover, as 

indicated above, the Board would 

comply with the requirements of 

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

before entering into or amending 

Subadvisory Agreements. 

6. Applicants also request an order 

exempting the Fund from certain 

disclosure provisions described below 

that may require the Applicants to 

disclose fees paid to each Subadviser by 

the Adviser. Applicants seek an order to 

permit each Fund to disclose (both as a 

dollar amount and a percentage of a 

Fund’s net assets): (a) Aggregate fees 

paid to the Adviser and Affiliated 

Subadvisers; and (b) aggregate fees paid 

to Subadvisers other than Affiliated 

Subadvisers (‘‘Aggregate Fee 

Disclosure’’). For any Fund that 

employs Affiliated Subadvisers, the 

Fund will provide separate disclosure of 

any fees paid to such Affiliated 

Subadvisers. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

any person to act as an investment 

adviser of a registered investment 

company except pursuant to a written 

contract that has been approved by the 

vote of a majority of the company’s 

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 disclosure of the method and 

amount of the investment adviser’s 

compensation. 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

Securities Exchange Act of 1934 (‘‘1934 

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 fees,’’ 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 

investment advisory fees. 

5. 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 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 the 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 Subadvisers who are best 

suited to achieve each Fund’s 

investment objective. Applicants assert 

that, from the perspective of the 

shareholder, the role of the Subadvisers 

is substantially equivalent to the role of 

the individual portfolio managers 

employed by an investment adviser to a 

traditional investment company. 

Applicants state that requiring 

shareholder approval of each 

Subadvisory Agreement would impose 

unnecessary delays and expenses on the 

Funds and may preclude the Funds 

from acting promptly when the Adviser 

and Board consider it appropriate to 

hire Subadvisers or amend Subadvisory 

Agreements. Applicants note that the 

Advisory Agreements and Subadvisory 

Agreements with Affiliated Subadvisers 

(if any) will remain subject to the 

shareholder approval requirements of 

section 15(a) of the Act and rule 18f–2 

under the Act. 

7. Applicants assert that the requested 

disclosure relief will benefit 

shareholders to the extent that it will 

facilitate lower overall investment 

advisory fees. 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 Subadviser’s ‘‘posted’’ 

amounts. Applicants state that the 

requested relief will encourage 

Subadvisers to negotiate lower advisory 

fees with the Adviser if the lower fees 

are not required to be made public. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

requested order, the operation of the 

Fund in the manner described in the 

Application will be approved by a 

majority of the Fund’s outstanding 

voting securities, as defined in the Act, 

or in the case of a 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 shares of that Fund to the 

public. 

2. The prospectus for each Fund will 

disclose the existence, substance, and 

effect of any order granted pursuant to 

the Application. Each Fund will hold 

itself out to the public as utilizing the 

Manager of Managers Structure. The 

prospectus will prominently disclose 

that the Adviser has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Subadvisers 

and recommend their hiring, 

termination, and replacement. 

3. Funds will inform shareholders of 

the hiring of a new Subadviser within 

90 days after the hiring of the new 

Subadviser, pursuant to the Modified 

Notice and Access Procedures. 

4. The Adviser will not enter into a 

subadvisory agreement with any 

Affiliated Subadviser without such 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. 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. 

6. Whenever a subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 


tkelley on DSK3SPTVN1PROD with NOTICES
1522 Federal Register / Vol. 80, No. 7 / Monday, January 12, 2015 / Notices 

1The Applicants request that the order apply not 

only to the series of the Trust advised by the Initial 

Adviser, The BDC Income Fund, but also to any 

future series of the Trust and any other existing or 

future registered open-end management investment 

companies and any series thereof that are part of the 

same ‘‘group of investment companies’’, as defined 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders, and does 

not involve a conflict of interest from 

which the Adviser or the Affiliated 

Subadviser derives an inappropriate 

advantage. 

7. Independent legal counsel, as 

defined in rule 0–1(a)(6) 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 Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Subadviser during the applicable 

quarter. 

9. Whenever a Subadviser is hired or 

terminated, the Adviser will provide the 

Board with information showing the 

expected impact on the profitability of 

the Adviser. 

10. The Adviser will provide general 

management services to each Fund, 

including overall supervisory 

responsibility for the general 

management and investment of each 

Fund’s assets, and, subject to review 

and approval of the Board, will: (a) Set 

each Fund’s overall investment 

strategies; (b) evaluate, select, and 

recommend Subadvisers to manage all 

or a portion of the each Fund’s assets; 

(c) allocate and, when appropriate, 

reallocate each Fund’s assets among one 

or more Subadvisers; (d) monitor and 

evaluate the performance of 

Subadvisers; and (e) implement 

procedures reasonably designed to 

ensure that Subadvisers comply with 

each Fund’s investment objective, 

policies and restrictions. 

11. No trustee or officer of the Trust 

or a Fund, or 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 Subadviser, except for (a) 

ownership of interests in the Adviser or 

any entity 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 

Subadviser or an entity that controls, is 

controlled by or is under common 

control with a Subadviser. 

12. In the event 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. 

13. Each Fund will disclose the 

Aggregate Fee Disclosure in its 

registration statement. 

14. Any new Subadvisory Agreement 

or any amendment to a Fund’s existing 

Advisory Agreement or Subadvisory 

Agreement that directly or indirectly 

results in an increase in the aggregate 

advisory rate payable by the Fund will 

be submitted to the Fund’s shareholders 

for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2015–00227 Filed 1–9–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31407; 812–14355] 

Forum Funds II, et al.; Notice of 

Application 

January 6, 2015. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 12(d)(1)(J) of the 

Investment Company Act of 1940 (the 

‘‘1940 Act’’) for exemptions from 

sections 12(d)(1)(A), (B), and (C) of the 

1940 Act, under sections 6(c) and 17(b) 

of the 1940 Act for an exemption from 

section 17(a) of the 1940 Act, and under 

section 6(c) of the 1940 Act for an 

exemption from rule 12d1–2(a) under 

the 1940 Act. 

SUMMARY OF THE APPLICATION: 

Applicants request an order that would 

(a) permit certain registered open-end 

management investment companies that 

operate as ‘‘funds of funds’’ to acquire 

shares of certain registered open-end 

management investment companies, 

registered closed-end management 

investment companies, business 

development companies as defined by 

section 2(a)(48) of the 1940 Act 

(‘‘business development companies’’), 

and registered unit investment trusts 

that are within or outside the same 

group of investment companies as the 

acquiring investment companies and (b) 

permit certain registered open-end 

management investment companies 

relying on rule 12d1–2 under the 1940 

Act to invest in certain financial 

instruments. 

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

Full Circle Advisors, LLC (‘‘Initial 

Advisor’’) and Foreside Fund Services, 

LLC (the ‘‘Distributor’’). 

FILING DATES: The application was filed 

August 29, 2014, and amended on 

November 4, 2014, November 12, 2014, 

December 17, 2014, and December 24, 

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 February 2, 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 

1940 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: Forum Funds II, Three 

Canal Plaza, Suite 600, Portland, Maine 

04101; Full Circle Advisors, LLC, 102 

Greenwich Avenue, 2nd Floor, 

Greenwich, CT 06830; Foreside Fund 

Services LLC, Three Canal Plaza, Suite 

300, Portland, ME 04101. 

FOR FURTHER INFORMATION CONTACT: Jill 

Ehrlich, Senior Counsel, at (202) 551– 

6819, or David P. Bartels, 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 an open-end 

management company registered under 

the 1940 Act and organized as a 

Delaware statutory trust. The Trust may 

offer multiple series.1


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