Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices 42389 

1Eagle Capital Appreciation Fund, et al., 

Investment Company Act Rel. Nos. 31239 (Sep. 3, 

2014) (notice) and 31269 (Sep. 29, 2014) (order). 

2Applicants request relief with respect to the 

named Applicants, as well as to any future Fund 

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; (ii) 

uses the multi- manager structure described in the 

application; and (iii) complies with the terms and 

conditions of the application (each, together with 

any Fund that currently uses the multi-manager 

structure described in the application, a 

‘‘Subadvised Fund’’). The term ‘‘Adviser’’ means (i) 

the Initial Adviser, (ii) its successors, and (iii) any 

entity controlling, controlled by, or under common 

control with, the Initial Adviser or its successors. 

For purposes of the requested order, ‘‘successor’’ is 

limited to an entity resulting from a reorganization 

into another jurisdiction or a change in the type of 

business organization. 

3A ‘‘Subadviser’’ for a Fund is (1) an indirect or 

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

defined in the Act) of the Adviser, or (2) a sister 

company of the Adviser 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 (1) and (2) a ‘‘Wholly-Owned Subadviser’’ 

and collectively, the ‘‘Wholly-Owned 

Subadvisers’’), or (3) not an ‘‘affiliated person’’ (as 

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

of a Fund or the Adviser, except to the extent that 

an affiliation arises solely because the Subadviser 

serves as a subadviser to one or more Funds (each 

a ‘‘Non-Affiliated Subadviser’’ and collectively, the 

‘‘Non-Affiliated Subadvisers’’). 

4The requested relief will not extend to any 

subadviser, other than a Wholly-Owned Subadviser, 

who is an affiliated person, as defined in section 

2(a)(3) of the Act, of the Subadvised Fund or of the 

Adviser, other than by reason of serving as a 

subadviser to one or more of the Subadvised Funds 

(‘‘Affiliated Subadviser’’). 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32802; 812–14777] 

Eagle Series Trust, et al. 

August 31, 2017. 

AGENCY: Securities and Exchange 

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 subadvisers. The 

requested order would supersede a prior 

order.1

APPLICANTS: Eagle Capital Appreciation 

Fund, Eagle Growth & Income Fund and 

Eagle Series Trust (each, a ‘‘Trust’’ and 

collectively, the ‘‘Trusts’’), each a 

Massachusetts business trust registered 

under the Act as an open-end 

management investment company with 

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

Carillon Tower Advisers, Inc. (the 

‘‘Initial Adviser’’), a Florida corporation 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (collectively with the Trusts, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

May 17, 2017, and amended on August 

22, 2017. 

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 September 25, 2017, 

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: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: Susan L. Walzer, Carillon 

Tower Advisers, Inc., 880 Carillon 

Parkway, St. Petersburg, FL 33716 and 

Kathy Kresch Ingber, K&L Gates LLP, 

1601 K Street NW., Washington, DC 

20006–1600. 

FOR FURTHER INFORMATION CONTACT: 

Laura L. Solomon, Senior Counsel, at 

(202) 551–6915, or David Marcinkus, 

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 an Applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Summary of the Application 

1. The Adviser serves as the 

investment adviser to each Fund 

pursuant to an investment advisory 

agreement with the Fund (the 

‘‘Investment Advisory Agreement’’).2

The Adviser provides the Funds with 

continuous and comprehensive 

investment management services subject 

to the supervision of, and policies 

established by, each Trust’s board of 

Trustees (‘‘Board’’). The Investment 

Advisory Agreement permits the 

Adviser, subject to the approval of the 

Board, to delegate to one or more 

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.3 The 

primary responsibility for managing the 

Subadvised 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 

(each, a ‘‘Subadvisory Agreement’’ and 

collectively, the ‘‘Subadvisory 

Agreements’’) and materially amend 

Subadvisory Agreements without 

obtaining the shareholder approval 

required under section 15(a) of the Act 

and rule 18f–2 under the Act.4

Applicants also seek an exemption from 

the Disclosure Requirements to permit a 

Subadvised Fund to disclose (as both a 

dollar amount and a percentage of the 

Subadvised Fund’s net assets): (a) The 

aggregate fees paid to the Adviser and 

any Wholly-Owned Subadvisers; (b) the 

aggregate fees paid to Non-Affiliated 

Subadvisers, and (c) the fee paid to each 

Affiliated Subadviser. 

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 

Subadvised Fund’s shareholders and 

notification about subadvisory changes 

and enhanced Board oversight to protect 

the interests of the Subadvised 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 

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42390 Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices 

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 Advisory 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 

Subadvisory Agreements would impose 

unnecessary delays and expenses on the 

Subadvised Fund. 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 Subadvisers that are more 

advantageous for the Subadvised Fund. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–18932 Filed 9–6–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32804; 813–00387] 

Hudson Advisors L.P., et al. 

August 31, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 6(b) and 6(e) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from all 

provisions of the Act and the rules and 

regulations thereunder, except sections 

9, 17, 30, and 36 through 53 of the Act, 

and the rules and regulations 

thereunder (the ‘‘Rules and 

Regulations’’). With respect to sections 

17(a), (d), (e), (f), (g) and (j) and 30(a), 

(b), (e), and (h) of the Act, and the Rules 

and Regulations, and rule 38a–1 under 

the Act, the exemption is limited as set 

forth in the application. 

SUMMARY OF APPLICATION: Applicants 

request an order to exempt certain 

limited partnerships and other entities 

(‘‘Partnerships’’) formed for the benefit 

of eligible employees of Hudson 

Advisors L.P. (‘‘Hudson’’) and Lone Star 

Global Acquisitions, Ltd. (‘‘LSGA’’) and 

their affiliates (Hudson and LSGA, along 

with their affiliated companies and 

affiliated persons, collectively the 

‘‘Advisers’’) from certain provisions of 

the Act. Each Partnership will be an 

‘‘employees’ securities company’’ 

within the meaning of section 2(a)(13) of 

the Act. 

APPLICANTS: Hudson, LSGA, LSREF V 

Investments, L.P., HudCo Real Estate V, 

L.P., HudCo Real Estate V (Bermuda), 

L.P., HudCo Real Estate V (Europe I), 

L.P., HudCo Real Estate V (Europe II), 

L.P., HudCo GenPar RE V, LLC, HudCo 

GenPar RE V (Europe I), LLC, and HH 

GenPar RE V (Europe II), LLC. 

FILING DATES: The application was filed 

on November 18, 2016 and was 

amended on April 13, 2017, June 23, 

2017 and August 25, 2017. 

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 September 25, 2017, 

and should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, 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: c/o William D. Young, 2711 

N. Haskell Avenue, Suite 1800, Dallas, 

TX 75204; c/o William D. Young, 2711 

N. Haskell Avenue, Suite 1700, Dallas, 

TX 75204. 

FOR FURTHER INFORMATION CONTACT: 

Elizabeth G. Miller, Senior Counsel, at 

(202) 551–8707, or Holly Hunter-Ceci, 

Assistant Chief Counsel, 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 

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 Advisers have organized, and 

may in the future organize, limited 

partnerships, limited liability 

companies, business trusts or other 

entities as ‘‘employees’ securities 

companies,’’ as defined in section 

2(a)(13) of the Act (each a ‘‘Partnership’’ 

and, collectively, the ‘‘Partnerships’’). 

2. A Partnership may be organized 

under the laws of the state of Delaware, 

another state, or a jurisdiction outside 

the United States. A Partnership may 

serve as the master fund of one or more 

other Partnerships (such entities, 

‘‘Master Partnerships’’). A Partnership 

may be organized under the laws of a 

non-U.S. jurisdiction to address any tax, 

legal, accounting and regulatory 

considerations applicable to certain 

Eligible Employees (as defined below) 

in other jurisdictions or the nature of 

the program. Interests in a Partnership 

(‘‘Interests’’) may be issued in one or 

more series, each of which corresponds 

to particular Partnership investments 

(each, a ‘‘Series’’). Each Series will be an 

‘‘employees’ securities company’’ 

within the meaning of section 2(a)(13) of 

the Act. Each Partnership will operate 

as a closed-end management investment 

company, and a particular Partnership 

may operate as a ‘‘diversified’’ or ‘‘nondiversified’’ vehicle within the meaning 

of the Act. The Partnerships are 

intended to provide investment 

opportunities for Eligible Employees 

that are competitive with those at other 

investment management and financial 

services firms and to facilitate the 

recruitment and retention of high 

caliber professionals. The Advisers will 

control each Partnership within the 

meaning of section 2(a)(9) of the Act. 

3. The initial Master Partnership, 

LSREF V Investments, L.P., is a 

Bermuda exempted limited partnership 

established on February 17, 2016. 

HudCO GenPar RE V, LLC is its general 

partner and Hudson serves as its 

investment adviser. HudCO Real Estate 

V, L.P., a Delaware limited partnership, 

was established on February 23, 2016. 

HudCo GenPar RE V, LLC is its general 

partner and Hudson serves as its 

investment adviser. HudCo Real Estate 

V (Bermuda), L.P., a Bermuda exempted 

limited partnership, was established on 

February 17, 2016. HudCo GenPar RE V, 

LLC is its general partner and Hudson 

serves as its investment adviser. HudCo 

Real Estate V (Europe I), L.P., a Bermuda 

exempted limited partnership, was 

established on February 17, 2016. 

HudCo GenPar RE V (Europe I), LLC is 

its general partner and Hudson serves as 

its investment adviser. HudCo Real 

Estate V (Europe II), L.P., a Delaware 

limited partnership, was established on 

September 8, 2016. HH GenPar RE V 

(Europe II), LLC is its general partner 

and Hudson serves as its investment 

adviser. The Advisers provide certain 

advisory and related services to a family 

of closed-end, privately offered funds 

(the ‘‘Funds’’), which invest globally in 

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