82_FR_42561 82 FR 42389 - Eagle Series Trust, et al.

82 FR 42389 - Eagle Series Trust, et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 172 (September 7, 2017)

Page Range42389-42390
FR Document2017-18932

Federal Register, Volume 82 Issue 172 (Thursday, September 7, 2017) 
[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42389-42390]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-18932]



[[Page 42389]]

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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.

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    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\
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    \1\ Eagle Capital Appreciation Fund, et al., Investment Company 
Act Rel. Nos. 31239 (Sep. 3, 2014) (notice) and 31269 (Sep. 29, 
2014) (order).

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 
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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.
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    \2\ Applicants 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.
    \3\ A ``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'').
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    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.
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    \4\ The 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'').
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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 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

[[Page 42390]]

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

Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices 42389 SECURITIES AND EXCHANGE state the nature of the writer’s interest, and direction of the Adviser.3 The COMMISSION any facts bearing upon the desirability primary responsibility for managing the of a hearing on the matter, the reason for Subadvised Funds will remain vested in [Investment Company Act Release No. 32802; 812–14777] the request, and the issues contested. the Adviser. The Adviser will hire, Persons who wish to be notified of a evaluate, allocate assets to and oversee Eagle Series Trust, et al. hearing may request notification by the Subadvisers, including determining writing to the Commission’s Secretary. whether a Subadviser should be August 31, 2017. ADDRESSES: Secretary, U.S. Securities terminated, at all times subject to the AGENCY: Securities and Exchange and Exchange Commission, 100 F Street authority of the Board. Commission. NE., Washington, DC 20549–1090. 2. Applicants request an exemption to ACTION: Notice. Applicants: Susan L. Walzer, Carillon permit the Adviser, subject to Board Tower Advisers, Inc., 880 Carillon approval, to hire certain Subadvisers Notice of an application under section pursuant to subadvisory agreements Parkway, St. Petersburg, FL 33716 and 6(c) of the Investment Company Act of (each, a ‘‘Subadvisory Agreement’’ and Kathy Kresch Ingber, K&L Gates LLP, 1940 (‘‘Act’’) for an exemption from collectively, the ‘‘Subadvisory 1601 K Street NW., Washington, DC section 15(a) of the Act and rule 18f–2 Agreements’’) and materially amend 20006–1600. under the Act, as well as from certain Subadvisory Agreements without FOR FURTHER INFORMATION CONTACT: disclosure requirements in rule 20a–1 obtaining the shareholder approval under the Act, Item 19(a)(3) of Form N– Laura L. Solomon, Senior Counsel, at (202) 551–6915, or David Marcinkus, required under section 15(a) of the Act 1A, Items 22(c)(1)(ii), 22(c)(1)(iii), and rule 18f–2 under the Act.4 22(c)(8) and 22(c)(9) of Schedule 14A Branch Chief, at (202) 551–6821 (Division of Investment Management, Applicants also seek an exemption from under the Securities Exchange Act of the Disclosure Requirements to permit a 1934, and Sections 6–07(2)(a), (b), and Chief Counsel’s Office). Subadvised Fund to disclose (as both a (c) of Regulation S–X (‘‘Disclosure SUPPLEMENTARY INFORMATION: The dollar amount and a percentage of the Requirements’’). The requested following is a summary of the application. The complete application Subadvised Fund’s net assets): (a) The exemption would permit an investment aggregate fees paid to the Adviser and adviser to hire and replace certain may be obtained via the Commission’s Web site by searching for the file any Wholly-Owned Subadvisers; (b) the subadvisers without shareholder aggregate fees paid to Non-Affiliated approval and grant relief from the number, or an Applicant using the Company name box, at http:// Subadvisers, and (c) the fee paid to each Disclosure Requirements as they relate Affiliated Subadviser. to fees paid to the subadvisers. The www.sec.gov/search/search.htm or by 3. Applicants agree that any order requested order would supersede a prior calling (202) 551–8090. granting the requested relief will be order.1 Summary of the Application subject to the terms and conditions APPLICANTS: Eagle Capital Appreciation stated in the application. Such terms 1. The Adviser serves as the Fund, Eagle Growth & Income Fund and investment adviser to each Fund and conditions provide for, among other Eagle Series Trust (each, a ‘‘Trust’’ and pursuant to an investment advisory safeguards, appropriate disclosure to collectively, the ‘‘Trusts’’), each a agreement with the Fund (the Subadvised Fund’s shareholders and Massachusetts business trust registered ‘‘Investment Advisory Agreement’’).2 notification about subadvisory changes under the Act as an open-end The Adviser provides the Funds with and enhanced Board oversight to protect management investment company with continuous and comprehensive the interests of the Subadvised Fund’s multiple series (each a ‘‘Fund’’), and investment management services subject shareholders. Carillon Tower Advisers, Inc. (the to the supervision of, and policies 4. Section 6(c) of the Act provides that ‘‘Initial Adviser’’), a Florida corporation established by, each Trust’s board of the Commission may exempt any registered as an investment adviser Trustees (‘‘Board’’). The Investment person, security, or transaction or any under the Investment Advisers Act of Advisory Agreement permits the class or classes of persons, securities, or 1940 (collectively with the Trusts, the Adviser, subject to the approval of the transactions from any provisions of the ‘‘Applicants’’). Board, to delegate to one or more Act, or any rule thereunder, if such FILING DATES: The application was filed subadvisers (each, a ‘‘Subadviser’’ and relief is necessary or appropriate in the May 17, 2017, and amended on August collectively, the ‘‘Subadvisers’’) the public interest and consistent with the 22, 2017. responsibility to provide the day-to-day 3 A ‘‘Subadviser’’ for a Fund is (1) an indirect or HEARING OR NOTIFICATION OF HEARING: An portfolio investment management of direct ‘‘wholly owned subsidiary’’ (as such term is order granting the application will be each Fund, subject to the supervision defined in the Act) of the Adviser, or (2) a sister issued unless the Commission orders a company of the Adviser that is an indirect or direct hearing. Interested persons may request 2 Applicants request relief with respect to the ‘‘wholly-owned subsidiary’’ (as such term is a hearing by writing to the named Applicants, as well as to any future Fund defined in the Act) of the same company that, and any other existing or future registered open-end indirectly or directly, wholly owns the Adviser Commission’s Secretary and serving (each of (1) and (2) a ‘‘Wholly-Owned Subadviser’’ management investment company or series thereof Applicants with a copy of the request, that intends to rely on the requested order in the and collectively, the ‘‘Wholly-Owned personally or by mail. Hearing requests future and that: (i) Is advised by the Adviser; (ii) Subadvisers’’), or (3) not an ‘‘affiliated person’’ (as should be received by the Commission uses the multi- manager structure described in the such term is defined in Section 2(a)(3) of the Act) application; and (iii) complies with the terms and of a Fund or the Adviser, except to the extent that by 5:30 p.m. on September 25, 2017, an affiliation arises solely because the Subadviser conditions of the application (each, together with and should be accompanied by proof of any Fund that currently uses the multi-manager serves as a subadviser to one or more Funds (each mstockstill on DSK30JT082PROD with NOTICES service on the Applicants, in the form structure described in the application, a a ‘‘Non-Affiliated Subadviser’’ and collectively, the of an affidavit or, for lawyers, a ‘‘Subadvised Fund’’). The term ‘‘Adviser’’ means (i) ‘‘Non-Affiliated Subadvisers’’). the Initial Adviser, (ii) its successors, and (iii) any 4 The requested relief will not extend to any certificate of service. Pursuant to rule 0– entity controlling, controlled by, or under common subadviser, other than a Wholly-Owned Subadviser, 5 under the Act, hearing requests should control with, the Initial Adviser or its successors. who is an affiliated person, as defined in section For purposes of the requested order, ‘‘successor’’ is 2(a)(3) of the Act, of the Subadvised Fund or of the 1 Eagle Capital Appreciation Fund, et al., limited to an entity resulting from a reorganization Adviser, other than by reason of serving as a Investment Company Act Rel. Nos. 31239 (Sep. 3, into another jurisdiction or a change in the type of subadviser to one or more of the Subadvised Funds 2014) (notice) and 31269 (Sep. 29, 2014) (order). business organization. (‘‘Affiliated Subadviser’’). 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42390 Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices protection of investors and purposes the Act. Each Partnership will be an 2(a)(13) of the Act (each a ‘‘Partnership’’ fairly intended by the policy and ‘‘employees’ securities company’’ and, collectively, the ‘‘Partnerships’’). provisions of the Act. Applicants within the meaning of section 2(a)(13) of 2. A Partnership may be organized believe that the requested relief meets the Act. under the laws of the state of Delaware, this standard because, as further APPLICANTS: Hudson, LSGA, LSREF V another state, or a jurisdiction outside explained in the application, the Investments, L.P., HudCo Real Estate V, the United States. A Partnership may Investment Advisory Agreements will L.P., HudCo Real Estate V (Bermuda), serve as the master fund of one or more remain subject to shareholder approval, L.P., HudCo Real Estate V (Europe I), other Partnerships (such entities, while the role of the Subadvisers is L.P., HudCo Real Estate V (Europe II), ‘‘Master Partnerships’’). A Partnership substantially equivalent to that of L.P., HudCo GenPar RE V, LLC, HudCo may be organized under the laws of a individual portfolio managers, so that GenPar RE V (Europe I), LLC, and HH non-U.S. jurisdiction to address any tax, requiring shareholder approval of GenPar RE V (Europe II), LLC. legal, accounting and regulatory Subadvisory Agreements would impose considerations applicable to certain FILING DATES: The application was filed Eligible Employees (as defined below) unnecessary delays and expenses on the on November 18, 2016 and was Subadvised Fund. Applicants believe in other jurisdictions or the nature of amended on April 13, 2017, June 23, the program. Interests in a Partnership that the requested relief from the 2017 and August 25, 2017. Disclosure Requirements meets this (‘‘Interests’’) may be issued in one or standard because it will improve the HEARING OR NOTIFICATION OF HEARING: more series, each of which corresponds Adviser’s ability to negotiate fees paid An order granting the application will to particular Partnership investments to the Subadvisers that are more be issued unless the Commission orders (each, a ‘‘Series’’). Each Series will be an advantageous for the Subadvised Fund. a hearing. Interested persons may ‘‘employees’ securities company’’ request a hearing by writing to the within the meaning of section 2(a)(13) of For the Commission, by the Division of Commission’s Secretary and serving the Act. Each Partnership will operate Investment Management, under delegated authority. applicants with a copy of the request, as a closed-end management investment personally or by mail. Hearing requests company, and a particular Partnership Eduardo A. Aleman, should be received by the Commission may operate as a ‘‘diversified’’ or ‘‘non- Assistant Secretary. by 5:30 p.m. on September 25, 2017, diversified’’ vehicle within the meaning [FR Doc. 2017–18932 Filed 9–6–17; 8:45 am] and should be accompanied by proof of of the Act. The Partnerships are BILLING CODE 8011–01–P service on applicants, in the form of an intended to provide investment affidavit or, for lawyers, a certificate of opportunities for Eligible Employees service. Hearing requests should state that are competitive with those at other SECURITIES AND EXCHANGE the nature of the writer’s interest, the investment management and financial COMMISSION reason for the request, and the issues services firms and to facilitate the [Investment Company Act Release No. contested. Persons who wish to be recruitment and retention of high 32804; 813–00387] notified of a hearing may request caliber professionals. The Advisers will notification by writing to the control each Partnership within the Hudson Advisors L.P., et al. Commission’s Secretary. meaning of section 2(a)(9) of the Act. ADDRESSES: Secretary, U.S. Securities 3. The initial Master Partnership, August 31, 2017. and Exchange Commission, 100 F Street LSREF V Investments, L.P., is a AGENCY: Securities and Exchange Bermuda exempted limited partnership Commission (‘‘Commission’’). NE., Washington, DC 20549–1090; Applicants: c/o William D. Young, 2711 established on February 17, 2016. ACTION: Notice. HudCO GenPar RE V, LLC is its general N. Haskell Avenue, Suite 1800, Dallas, TX 75204; c/o William D. Young, 2711 partner and Hudson serves as its Notice of application for an order investment adviser. HudCO Real Estate under sections 6(b) and 6(e) of the N. Haskell Avenue, Suite 1700, Dallas, V, L.P., a Delaware limited partnership, Investment Company Act of 1940 (the TX 75204. was established on February 23, 2016. ‘‘Act’’) granting an exemption from all FOR FURTHER INFORMATION CONTACT: HudCo GenPar RE V, LLC is its general provisions of the Act and the rules and Elizabeth G. Miller, Senior Counsel, at partner and Hudson serves as its regulations thereunder, except sections (202) 551–8707, or Holly Hunter-Ceci, investment adviser. HudCo Real Estate 9, 17, 30, and 36 through 53 of the Act, Assistant Chief Counsel, at (202) 551– V (Bermuda), L.P., a Bermuda exempted and the rules and regulations 6825 (Division of Investment limited partnership, was established on thereunder (the ‘‘Rules and Management, Chief Counsel’s Office). February 17, 2016. HudCo GenPar RE V, Regulations’’). With respect to sections SUPPLEMENTARY INFORMATION: The LLC is its general partner and Hudson 17(a), (d), (e), (f), (g) and (j) and 30(a), following is a summary of the serves as its investment adviser. HudCo (b), (e), and (h) of the Act, and the Rules application. The complete application Real Estate V (Europe I), L.P., a Bermuda and Regulations, and rule 38a–1 under may be obtained via the Commission’s exempted limited partnership, was the Act, the exemption is limited as set Web site by searching for the file established on February 17, 2016. forth in the application. number, or for an applicant using the HudCo GenPar RE V (Europe I), LLC is SUMMARY OF APPLICATION: Applicants Company name box, at http:// its general partner and Hudson serves as request an order to exempt certain www.sec.gov/search/search.htm or by its investment adviser. HudCo Real limited partnerships and other entities calling (202) 551–8090. Estate V (Europe II), L.P., a Delaware (‘‘Partnerships’’) formed for the benefit limited partnership, was established on mstockstill on DSK30JT082PROD with NOTICES of eligible employees of Hudson Applicants’ Representations September 8, 2016. HH GenPar RE V Advisors L.P. (‘‘Hudson’’) and Lone Star 1. The Advisers have organized, and (Europe II), LLC is its general partner Global Acquisitions, Ltd. (‘‘LSGA’’) and may in the future organize, limited and Hudson serves as its investment their affiliates (Hudson and LSGA, along partnerships, limited liability adviser. The Advisers provide certain with their affiliated companies and companies, business trusts or other advisory and related services to a family affiliated persons, collectively the entities as ‘‘employees’ securities of closed-end, privately offered funds ‘‘Advisers’’) from certain provisions of companies,’’ as defined in section (the ‘‘Funds’’), which invest globally in VerDate Sep<11>2014 17:42 Sep 06, 2017 Jkt 241001 PO 00000 Frm 00122 Fmt 4703 Sfmt 4703 E:\FR\FM\07SEN1.SGM 07SEN1


Document Created: 2017-09-07 02:02:02
Document Modified: 2017-09-07 02:02:02
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed May 17, 2017, and amended on August 22, 2017.
ContactLaura 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).
FR Citation82 FR 42389 
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