82 FR 11277 - Brinker Capital Destinations Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 33 (February 21, 2017)

Page Range		11277-11278
FR Document		2017-03298

Federal Register, Volume 82 Issue 33 (Tuesday, February 21, 2017)

[Federal Register Volume 82, Number 33 (Tuesday, February 21, 2017)]
[Notices]
[Pages 11277-11278]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-03298]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32479; File No. 812-14718]


Brinker Capital Destinations Trust, et al.; Notice of Application

February 14, 2017.
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 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 sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

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Applicants: Brinker Capital Destinations Trust (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series, and Brinker 
Capital, Inc., a Delaware corporation registered as an investment 
adviser under the Investment Advisers Act of 1940 (``Brinker'' or the 
``Adviser,'' and, collectively with the Trust, the ``Applicants'').

Filing Dates: The application was filed December 1, 2016, and amended 
on February 1, 2017 and February 10, 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 March 14, 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: Jason B. Moore, 
Brinker Capital Destinations Trust, 1055 Westlakes Drive, Berwyn, PA 
19312; and John J. O'Brien, Esq., Morgan, Lewis & Bockius LLP, 1701 
Market Street, Philadelphia, PA 19103.

FOR FURTHER INFORMATION CONTACT: Jennifer O. Palmer, Senior Counsel, at 
(202) 551-5786, or Nadya Roytblat, Assistant Chief Counsel, 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 will serve as the investment adviser to the 
Subadvised Series pursuant to an investment advisory agreement with the 
Trust (the

[[Page 11278]]

``Advisory Agreement'').\1\ The Adviser will provide the Subadvised 
Series with continuous and comprehensive investment management services 
subject to the supervision of, and policies established by, each 
Subadvised Series' board of trustees (``Board''). The Advisory 
Agreement permits the Adviser, subject to the approval of the Board, to 
delegate to one or more sub-advisers (each, a ``Sub-Adviser'' and 
collectively, the ``Sub-Advisers'') the responsibility to provide the 
day-to-day portfolio investment management of each Subadvised Series, 
subject to the supervision and direction of the Adviser. The primary 
responsibility for managing the Subadvised Series will remain vested in 
the Adviser. The Adviser will hire, evaluate, allocate assets to and 
oversee the Sub-Advisers, including determining whether a Sub-Adviser 
should be terminated, at all times subject to the authority of the 
Board.
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    \1\ Applicants request relief with respect to any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by Brinker 
or its successor or by a person controlling, controlled by, or under 
common control with Brinker or its successor (each, also an 
``Adviser''); (b) uses the manager of managers structure described 
in the application; and (c) complies with the terms and conditions 
of the application (each, a ``Subadvised Series'' and collectively, 
the ``Subadvised Series''). For 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.
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
section 15(a) of the Act and rule 18f-2 under the Act.\2\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subadvised Series to disclose (as both a dollar amount and a percentage 
of the Subadvised Series' net assets): (a) The aggregate fees paid to 
the Adviser and any Affiliated Sub-Adviser; and (b) the aggregate fees 
paid to Sub-Advisers other than Affiliated Sub-Advisers (collectively, 
``Aggregate Fee Disclosure''). For any Subadvised Series that employs 
an Affiliated Sub-Adviser, the Subadvised Series will provide separate 
disclosure of any fees paid to the Affiliated Sub-Adviser.
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    \2\ The requested relief will not extend to any sub-adviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of a Subadvised Series or the Adviser, other than by reason of 
serving as a sub-adviser to one or more of the Subadvised Series 
(``Affiliated Sub-Adviser'').
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    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 Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' 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 Advisory 
Agreements will remain subject to shareholder approval, while the role 
of the Sub-Advisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of Sub-
Advisory Agreements would impose unnecessary delays and expenses on the 
Subadvised Series. 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 Sub-Advisers that 
are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03298 Filed 2-17-17; 8:45 am]
BILLING CODE 8011-01-P

11278 Federal Register / Vol. 82, No. 33 / Tuesday, February 21, 2017 / Notices

‘‘Advisory Agreement’’).1 The Adviser subject to the terms and conditions ‘‘Act’’),1 and Rule 19b–4 thereunder,2
will provide the Subadvised Series with stated in the Application. Such terms notice is hereby given that on January
continuous and comprehensive and conditions provide for, among other 31, 2017, Bats BZX Exchange, Inc. (the
investment management services subject safeguards, appropriate disclosure to ‘‘Exchange’’ or ‘‘BZX’’) filed with the
to the supervision of, and policies Subadvised Series shareholders and Securities and Exchange Commission
established by, each Subadvised Series’ notification about sub-advisory changes (‘‘Commission’’) the proposed rule
board of trustees (‘‘Board’’). The and enhanced Board oversight to protect change as described in Items I and II
Advisory Agreement permits the the interests of the Subadvised Series’ below, which Items have been prepared
Adviser, subject to the approval of the shareholders. by the Exchange. The Commission is
Board, to delegate to one or more sub- 4. Section 6(c) of the Act provides that publishing this notice to solicit
advisers (each, a ‘‘Sub-Adviser’’ and the Commission may exempt any comments on the proposed rule change
collectively, the ‘‘Sub-Advisers’’) the person, security, or transaction or any from interested persons.
responsibility to provide the day-to-day class or classes of persons, securities, or
portfolio investment management of I. Self-Regulatory Organization’s
transactions from any provisions of the Statement of the Terms of Substance of
each Subadvised Series, subject to the
Act, or any rule thereunder, if such the Proposed Rule Change
supervision and direction of the
relief is necessary or appropriate in the
Adviser. The primary responsibility for The Exchange filed a proposed rule
public interest and consistent with the
managing the Subadvised Series will change to list and trade shares of the
protection of investors and purposes
remain vested in the Adviser. The iShares iBonds Dec 2024 AMT-Free
fairly intended by the policy and
Adviser will hire, evaluate, allocate Muni Bond ETF, iShares iBonds Dec
provisions of the Act. Applicants
assets to and oversee the Sub-Advisers, 2025 AMT-Free Muni Bond ETF, and
believe that the requested relief meets
including determining whether a Sub- iShares iBonds Dec 2026 AMT-Free
this standard because, as further
Adviser should be terminated, at all Muni Bond ETF (each a ‘‘Fund’’ or,
explained in the Application, the
times subject to the authority of the collectively, the ‘‘Funds’’) of the iShares
Board. Advisory Agreements will remain
U.S. ETF Trust (the ‘‘Trust’’ or the
2. Applicants request an exemption to subject to shareholder approval, while
‘‘Issuer’’) under Bats Rule 14.11(i)
permit the Adviser, subject to Board the role of the Sub-Advisers is
(‘‘Managed Fund Shares’’). The shares of
approval, to hire certain Sub-Advisers substantially similar to that of
the Funds are referred to herein as the
pursuant to Sub-Advisory Agreements individual portfolio managers, so that
‘‘Shares.’’
and materially amend existing Sub- requiring shareholder approval of Sub-
The text of the proposed rule change
Advisory Agreements without obtaining Advisory Agreements would impose
is available at the Exchange’s Web site
the shareholder approval required under unnecessary delays and expenses on the
at www.bats.com, at the principal office
section 15(a) of the Act and rule 18f–2 Subadvised Series. Applicants believe
of the Exchange, and at the
under the Act.2 Applicants also seek an that the requested relief from the
Commission’s Public Reference Room.
exemption from the Disclosure Disclosure Requirements meets this
Requirements to permit a Subadvised standard because it will improve the II. Self-Regulatory Organization’s
Series to disclose (as both a dollar Adviser’s ability to negotiate fees paid Statement of the Purpose of, and
amount and a percentage of the to the Sub-Advisers that are more Statutory Basis for, the Proposed Rule
Subadvised Series’ net assets): (a) The advantageous for the Subadvised Series. Change
aggregate fees paid to the Adviser and For the Commission, by the Division of In its filing with the Commission, the
any Affiliated Sub-Adviser; and (b) the Investment Management, under delegated Exchange included statements
aggregate fees paid to Sub-Advisers authority. concerning the purpose of and basis for
other than Affiliated Sub-Advisers Eduardo A. Aleman, the proposed rule change and discussed
(collectively, ‘‘Aggregate Fee Assistant Secretary. any comments it received on the
Disclosure’’). For any Subadvised Series [FR Doc. 2017–03298 Filed 2–17–17; 8:45 am] proposed rule change. The text of these
that employs an Affiliated Sub-Adviser, statements may be examined at the
BILLING CODE 8011–01–P
the Subadvised Series will provide places specified in Item IV below. The
separate disclosure of any fees paid to Exchange has prepared summaries, set
the Affiliated Sub-Adviser. forth in Sections A, B, and C below, of
3. Applicants agree that any order SECURITIES AND EXCHANGE
COMMISSION the most significant parts of such
granting the requested relief will be statements.
1 Applicants request relief with respect to any [Release No. 34–80036; File No. SR– A. Self-Regulatory Organization’s
existing and any future series of the Trust and any BatsBZX–2017–10] Statement of the Purpose of, and
other registered open-end management company or Statutory Basis for, the Proposed Rule
series thereof that: (a) Is advised by Brinker or its Self-Regulatory Organizations; Bats
successor or by a person controlling, controlled by, Change
or under common control with Brinker or its BZX Exchange, Inc.; Notice of Filing of
successor (each, also an ‘‘Adviser’’); (b) uses the a Proposed Rule Change To List and 1. Purpose
manager of managers structure described in the Trade Shares of the iShares iBonds The Exchange proposes to list and
application; and (c) complies with the terms and Dec 2024 AMT-Free Muni Bond ETF,
conditions of the application (each, a ‘‘Subadvised
trade the Shares under Bats Rule
Series’’ and collectively, the ‘‘Subadvised Series’’). iShares iBonds Dec 2025 AMT-Free 14.11(i), which governs the listing and
For purposes of the requested order, ‘‘successor’’ is Muni Bond ETF, and iShares iBonds trading of Managed Fund Shares on the
sradovich on DSK3GMQ082PROD with NOTICES

limited to an entity that results from a Dec 2026 AMT-Free Muni Bond ETF of Exchange.3 The Funds will be actively
reorganization into another jurisdiction or a change
in the type of business organization.
the iShares U.S. ETF Trust Under Bats
2 The requested relief will not extend to any sub- Rule 14.11(i), Managed Fund Shares 1 15U.S.C. 78s(b)(1).
2 17CFR 240.19b–4.
adviser that is an affiliated person, as defined in
section 2(a)(3) of the Act, of a Subadvised Series or February 14, 2017. 3 The Commission approved Bats Rule 14.11(i) in

the Adviser, other than by reason of serving as a Securities Exchange Act Release No. 65225 (August
sub-adviser to one or more of the Subadvised Series
Pursuant to Section 19(b)(1) of the 30, 2011), 76 FR 55148 (September 6, 2011) (SR–
(‘‘Affiliated Sub-Adviser’’). Securities Exchange Act of 1934 (the BATS–2011–018).

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Document Created: 2018-02-01 15:04:42
Document Modified: 2018-02-01 15:04:42

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
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 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 sub-advisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the sub-advisers.
Dates		The application was filed December 1, 2016, and amended on February 1, 2017 and February 10, 2017.
Contact		Jennifer O. Palmer, Senior Counsel, at (202) 551-5786, or Nadya Roytblat, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 11277