44478 Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices 

14 15 U.S.C. 78q-1(b)(3)(F). 

15 15 U.S.C. 78q-1. 

16 15 U.S.C. 78s(b)(2). 

17 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition and capital formation. 15 

U.S.C. 78c(f). 

18 17 CFR 200.30–3(a)(12). 

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’’). 

prompt and accurate clearance of and 

settlement of securities transactions and 

derivative agreements, contracts and 

transactions cleared by ICC, the 

safeguarding of securities and funds in 

the custody or control of ICC, and the 

protection of investors and the public 

interest, within the meaning of Section 

17A(b)(3)(F) of the Act.14

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposal is 

consistent with the requirements of the 

Act and in particular with the 

requirements of Section 17A of the 

Act 15 and the rules and regulations 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,16 that the 

proposed rule change (File No. SR–ICC– 

2017–009) be, and hereby is, 

approved.17

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.18

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20204 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32802A; 812–14777–01] 

Eagle Series Trust, et al. 

September 18, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Corrected notice to amend file 

number (see Eagle Series Trust, et al. 

IC–32802) (Aug. 31, 2017). 

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 October 13, 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 

Federal Register / Vol. 82, No. 183 / Friday, September 22, 2017 / Notices 44479 

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’’). 

(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 

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. 2017–20176 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Rule 203–3, Form ADV–H, SEC File No. 

270–481, OMB Control No. 3235–0538 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for extension of the 

previously approved collection of 

information discussed below. 

The title for the collection of 

information is ‘‘Form ADV–H under the 

Investment Advisers Act of 1940.’’ Rule 

203–3 (17 CFR 275.203–3) under the 

Investment Advisers Act of 1940 (15 

U.S.C. 80b) requires that registered 

advisers requesting either a temporary 

or continuing hardship exemption 

submit the request on Form ADV–H. 

Rule 204–4 (17 CFR 275.204–4) under 

the Investment Advisers Act of 1940 

requires that exempt reporting advisers 

requesting a temporary hardship 

exemption submit the request on Form 

ADV–H. The purpose of this collection 

of information is to permit advisers to 

obtain a hardship exemption to not 

complete an electronic filing. The 

temporary hardship exemption that is 

available to registered advisers under 

rule 203–3 and exempt reporting 

advisers under rule 204–4 permits these 

advisers to make late filings due to 

unforeseen computer or software 

problems. The continuing hardship 

exemption available to registered 

advisers under rule 203–3 permits 

advisers to submit all required 

electronic filings on hard copy for data 

entry by the operator of the IARD. 

The Commission has estimated that 

compliance with the requirement to 

complete Form ADV–H imposes a total 

burden of approximately one hour for 

an adviser. Based on our experience, we 

estimate that we will receive two Form 

ADV–H filings annually from registered 

investment advisers and one Form 

ADV–H filing annually from exempt 

reporting advisers. Based on the 60 

minute per respondent estimate, the 

Commission estimates a total annual 

burden of 3 hours for this collection of 

information. 

Rule 203–3, rule 204–4, and Form 

ADV–H do not require recordkeeping or 

records retention. The collection of 

information requirements under the rule 

and form are mandatory. The 

information collected pursuant to the 

rule and Form ADV–H consists of filings 

with the Commission. These filings are 

not kept confidential. 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 control number. 

The public may view the background 

documentation for this information 

collection at the following Web site, 

www.reginfo.gov. Comments should be 

directed to: (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503, 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, 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. Comments must be submitted to 

OMB within 30 days of this notice. 

Dated: September 19, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–20217 Filed 9–21–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736 

Extension: 

Rule 17Ab2–1, Form CA–1, SEC File No. 

270–203, OMB Control No. 3235–0195 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) a request for approval of 

extension of the previously approved