82_FR_4450 82 FR 4441 - Guardian Variable Products Trust and Park Avenue Institutional Advisers LLC; Notice of Application

82 FR 4441 - Guardian Variable Products Trust and Park Avenue Institutional Advisers LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 9 (January 13, 2017)

Page Range4441-4442
FR Document2017-00628

Federal Register, Volume 82 Issue 9 (Friday, January 13, 2017) 
[Federal Register Volume 82, Number 9 (Friday, January 13, 2017)]
[Notices]
[Pages 4441-4442]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-00628]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32420; 812-14627]


Guardian Variable Products Trust and Park Avenue Institutional 
Advisers LLC; Notice of Application

January 9, 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.

-----------------------------------------------------------------------

Applicants:  Guardian Variable Products Trust (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series (each, a 
``Subadvised Series''), and Park Avenue Institutional Advisers LLC, a 
Delaware limited liability company registered as an investment adviser 
under the Investment Advisers Act of 1940 (the ``Adviser,'' and, 
together with the Trust, the ``Applicants'').

Filing Dates:  The application was filed March 16, 2016, and amended on 
September 8, 2016.

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 3, 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: Richard T. Potter, 
The Guardian Life Insurance Company of America, Law Department, H-23-G, 
Suite 300, 7 Hanover Square, New York, New York 10004.

For Further Information Contact: Kyle R. Ahlgren, Senior Counsel, at 
(202) 551-6857, or Holly L. Hunter-Ceci, 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 will serve as the investment adviser to the 
Subadvised Series pursuant to an investment management agreement with 
the Trust (the ``Investment Management Agreement'').\1\ The Adviser 
will provide the Subadvised Series with continuous investment 
management subject to the supervision of the Trust's board of trustees 
(the ``Board''). The Investment Management 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 evaluate, allocate assets to and oversee the Sub-
Advisers, and make recommendations about their hiring, termination and 
replacement to the Board, at all times subject to the authority of the 
Board.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to the Applicants, 
any existing or future series of the Trust (the ``Series''), and any 
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.
---------------------------------------------------------------------------

    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to select certain Sub-Advisers \2\ pursuant to sub-
advisory agreements (each, a ``Sub-Advisory Agreement'' and 
collectively, the Sub-Advisory Agreements'') and materially amend Sub-
Advisory Agreements without obtaining the shareholder approval required 
under section 15(a) of the Act and rule 18f-2 under the Act. 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 Wholly-Owned Sub-Advisers; (b) the aggregate fees 
paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each 
Affiliated Sub-Adviser (collectively, ``Aggregate Fee Disclosure'').
---------------------------------------------------------------------------

    \2\ The requested relief will extend to certain advisers that 
meet the definition of ``wholly-owned subsidiary'' in section 
2(a)(43) of the Act (``Wholly-Owned Sub-Advisers'') and certain 
other advisers that are not ``affiliated persons'' (as such term is 
defined in section 2(a)(3) of the Act) of the Series or the Adviser, 
except to the extent that an affiliation arises solely because the 
sub-adviser serves as sub-adviser to one or more Series (each, a 
``Non-Affiliated Sub-Adviser'' and collectively, the ``Non-
Affiliated Sub-Advisers''). The requested relief will not extend to 
any sub-adviser, other than a Wholly-Owned Sub-Adviser, who is an 
``affiliated person'' (as such term is defined in section 2(a)(3) of 
the 1940 Act) of the Subadvised Series or of the Adviser, other than 
by reason of serving as a sub-adviser to one or more of the 
Subadvised Series (each, an ``Affiliated Sub-Adviser'' and 
collectively, the ``Affiliated Sub-Advisers'').
---------------------------------------------------------------------------

    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 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

[[Page 4442]]

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 Management 
Agreement will remain subject to shareholder approval, while the role 
of the Sub-Advisers will be substantially equivalent to the role 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. 2017-00628 Filed 1-12-17; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 9 / Friday, January 13, 2017 / Notices 4441 available publicly. All submissions Commission’s Secretary and serving Adviser. The primary responsibility for should refer to File Number SR– Applicants with a copy of the request, managing the Subadvised Series will BatsBZX–2016–90 and should be personally or by mail. Hearing requests remain vested in the Adviser. The submitted on or before February 3, 2017. should be received by the Commission Adviser will evaluate, allocate assets to For the Commission, by the Division of by 5:30 p.m. on February 3, 2017, and and oversee the Sub-Advisers, and make Trading and Markets, pursuant to delegated should be accompanied by proof of recommendations about their hiring, authority.19 service on the Applicants, in the form termination and replacement to the Eduardo A. Aleman, of an affidavit or, for lawyers, a Board, at all times subject to the Assistant Secretary. certificate of service. Pursuant to rule 0– authority of the Board. [FR Doc. 2017–00611 Filed 1–12–17; 8:45 am] 5 under the Act, hearing requests should 2. Applicants request an exemption to state the nature of the writer’s interest, permit the Adviser, subject to Board BILLING CODE 8011–01–P any facts bearing upon the desirability approval, to select certain Sub- of a hearing on the matter, the reason for Advisers 2 pursuant to sub-advisory SECURITIES AND EXCHANGE the request, and the issues contested. agreements (each, a ‘‘Sub-Advisory COMMISSION Persons who wish to be notified of a Agreement’’ and collectively, the Sub- hearing may request notification by Advisory Agreements’’) and materially [Investment Company Act Release No. writing to the Commission’s Secretary. amend Sub-Advisory Agreements 32420; 812–14627] without obtaining the shareholder ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street approval required under section 15(a) of Guardian Variable Products Trust and NE., Washington, DC 20549–1090. the Act and rule 18f–2 under the Act. Park Avenue Institutional Advisers Applicants: Richard T. Potter, The Applicants also seek an exemption from LLC; Notice of Application Guardian Life Insurance Company of the Disclosure Requirements to permit a January 9, 2017. America, Law Department, H–23–G, Subadvised Series to disclose (as both a AGENCY: Securities and Exchange Suite 300, 7 Hanover Square, New York, dollar amount and a percentage of the Commission (‘‘Commission’’). New York 10004. Subadvised Series’ net assets): (a) The ACTION: Notice of an application under aggregate fees paid to the Adviser and FOR FURTHER INFORMATION CONTACT: Kyle section 6(c) of the Investment Company any Wholly-Owned Sub-Advisers; (b) R. Ahlgren, Senior Counsel, at (202) Act of 1940 (‘‘Act’’) for an exemption the aggregate fees paid to Non-Affiliated 551–6857, or Holly L. Hunter-Ceci, from section 15(a) of the Act and rule Sub-Advisers; and (c) the fee paid to Branch Chief, at (202) 551–6821 18f–2 under the Act, as well as from each Affiliated Sub-Adviser (Division of Investment Management, certain disclosure requirements in rule (collectively, ‘‘Aggregate Fee Chief Counsel’s Office). 20a–1 under the Act, Item 19(a)(3) of Disclosure’’). SUPPLEMENTARY INFORMATION: The 3. Applicants agree that any order Form N–1A, Items 22(c)(1)(ii), following is a summary of the 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of granting the requested relief will be application. The complete application subject to the terms and conditions Schedule 14A under the Securities may be obtained via the Commission’s Exchange Act of 1934, and Sections 6– stated in the application. Such terms Web site by searching for the file and conditions provide for, among other 07(2)(a), (b), and (c) of Regulation S–X number, or an applicant using the (‘‘Disclosure Requirements’’). The safeguards, appropriate disclosure to Company name box, at http:// Subadvised Series’ shareholders and requested exemption would permit an www.sec.gov/search/search.htm or by investment adviser to hire and replace notification about sub-advisory changes calling (202) 551–8090. and enhanced Board oversight to protect certain sub-advisers without shareholder approval and grant relief Summary of the Application the interests of Subadvised Series’ from the Disclosure Requirements as shareholders. 1. The Adviser will serve as the 4. Section 6(c) of the Act provides that they relate to fees paid to the sub- investment adviser to the Subadvised advisers. the Commission may exempt any Series pursuant to an investment person, security, or transaction or any management agreement with the Trust class or classes of persons, securities, or APPLICANTS: Guardian Variable (the ‘‘Investment Management transactions from any provisions of the Products Trust (the ‘‘Trust’’), a Delaware Agreement’’).1 The Adviser will provide Act, or any rule thereunder, if such statutory trust registered under the Act the Subadvised Series with continuous relief is necessary or appropriate in the as an open-end management investment investment management subject to the public interest and consistent with the company with multiple series (each, a supervision of the Trust’s board of protection of investors and purposes ‘‘Subadvised Series’’), and Park Avenue trustees (the ‘‘Board’’). The Investment Institutional Advisers LLC, a Delaware Management Agreement permits the 2 The requested relief will extend to certain limited liability company registered as Adviser, subject to the approval of the advisers that meet the definition of ‘‘wholly-owned an investment adviser under the Board, to delegate to one or more sub- subsidiary’’ in section 2(a)(43) of the Act (‘‘Wholly- Investment Advisers Act of 1940 (the Owned Sub-Advisers’’) and certain other advisers advisers (each, a ‘‘Sub-Adviser’’ and ‘‘Adviser,’’ and, together with the Trust, that are not ‘‘affiliated persons’’ (as such term is collectively, the ‘‘Sub-Advisers’’) the defined in section 2(a)(3) of the Act) of the Series the ‘‘Applicants’’). responsibility to provide the day-to-day or the Adviser, except to the extent that an FILING DATES: The application was filed portfolio investment management of affiliation arises solely because the sub-adviser March 16, 2016, and amended on asabaliauskas on DSK3SPTVN1PROD with NOTICES each Subadvised Series, subject to the serves as sub-adviser to one or more Series (each, September 8, 2016. supervision and direction of the a ‘‘Non-Affiliated Sub-Adviser’’ and collectively, the ‘‘Non-Affiliated Sub-Advisers’’). The requested HEARING OR NOTIFICATION OF HEARING: relief will not extend to any sub-adviser, other than An order granting the application will 1 Applicants request relief with respect to the a Wholly-Owned Sub-Adviser, who is an ‘‘affiliated be issued unless the Commission orders Applicants, any existing or future series of the Trust person’’ (as such term is defined in section 2(a)(3) a hearing. Interested persons may (the ‘‘Series’’), and any Subadvised Series. For of the 1940 Act) of the Subadvised Series or of the purposes of the requested order, ‘‘successor’’ is Adviser, other than by reason of serving as a sub- request a hearing by writing to the limited to an entity that results from a adviser to one or more of the Subadvised Series reorganization into another jurisdiction or a change (each, an ‘‘Affiliated Sub-Adviser’’ and collectively, 19 17 CFR 200.30–3(a)(12). in the type of business organization. the ‘‘Affiliated Sub-Advisers’’). VerDate Sep<11>2014 19:06 Jan 12, 2017 Jkt 241001 PO 00000 Frm 00163 Fmt 4703 Sfmt 4703 E:\FR\FM\13JAN1.SGM 13JAN1

4442 Federal Register / Vol. 82, No. 9 / Friday, January 13, 2017 / Notices fairly intended by the policy and comments on the proposed rule change currently assesses the following provisions of the Act. Applicants from interested persons. physical connectivity fees for Members believe that the requested relief meets and non-Members on a monthly basis: I. Self-Regulatory Organization’s this standard because, as further $2,000 per physical port that connects Statement of the Terms of Substance of explained in the application, the to the System 6 via 1 gigabyte circuit; the Proposed Rule Change Investment Management Agreement will and $4,000 per physical port that remain subject to shareholder approval, The Exchange filed a proposal to connects to the System via 10 gigabyte while the role of the Sub-Advisers will amend the fee schedule applicable to circuit. The Exchange proposes to be substantially equivalent to the role of Members5 and non-members of the increase the fee per physical port that individual portfolio managers, so that Exchange pursuant to EDGX Rules connects to the System via a 10 gigabyte requiring shareholder approval of Sub- 15.1(a) and (c) to modify its fees for its circuit from $4,000 per month to $6,000 Advisory Agreements would impose equity options platform (‘‘EDGX per month in order cover its increased unnecessary delays and expenses on the Options’’) for physical ports and for the infrastructure costs associated with Subadvised Series. Applicants believe use of a communication and routing establishing physical ports to connect to that the requested relief from the service known as Bats Connect. the Exchange’s Systems and enable it to Disclosure Requirements meets this The text of the proposed rule change continue to maintain and improve its standard because it will improve the is available at the Exchange’s Web site market technology and services. The Adviser’s ability to negotiate fees paid at www.bats.com, at the principal office Exchange does not propose to amend to the Sub-Advisers that are more of the Exchange, and at the the fee for a 1 gigabyte circuit, which advantageous for the Subadvised Series. Commission’s Public Reference Room. will remain $2,000 per month. For the Commission, by the Division of II. Self-Regulatory Organization’s Bats Connect Investment Management, under delegated Statement of the Purpose of, and authority. The Exchange proposes to increase Statutory Basis for, the Proposed Rule select fees related to the use of Bats Eduardo A. Aleman, Change Assistant Secretary. Connect. Bats Connect is offered by the In its filing with the Commission, the Exchange on a voluntary basis in a [FR Doc. 2017–00628 Filed 1–12–17; 8:45 am] Exchange included statements capacity similar to a vendor.7 In sum, BILLING CODE 8011–01–P concerning the purpose of and basis for Bats Connect is a communication the proposed rule change and discussed service that provides subscribers an SECURITIES AND EXCHANGE any comments it received on the additional means to receive market data COMMISSION proposed rule change. The text of these from and route orders to any destination statements may be examined at the connected to the Exchange’s network. [Release No. 34–79761; File No. SR– places specified in Item IV below. The Bats Connect does not provide any BatsEDGX–2016–75] Exchange has prepared summaries, set advantage to subscribers for connecting Self-Regulatory Organizations; Bats forth in Sections A, B, and C below, of to the Exchange’s affiliates 8 as EDGX Exchange, Inc.; Notice of Filing the most significant parts of such compared to other methods of and Immediate Effectiveness of a statements. connectivity. The servers of the Proposed Rule Change To Modify Fees (A) Self-Regulatory Organization’s subscriber need not be located in the for Connectivity and Its Statement of the Purpose of, and same facilities as the Exchange in order Communication and Routing Service Statutory Basis for, the Proposed Rule to subscribe to Bats Connect. Known as Bats Connect Change Subscribers may also seek to utilize Bats Connect in the event of a market January 9, 2017. 1. Purpose disruption where other alternative Pursuant to Section 19(b)(1) of the The Exchange proposes to amend the connection methods become Securities Exchange Act of 1934 fee schedule for EDGX Options to unavailable. (‘‘Act’’),1 and Rule 19b–4 thereunder,2 modify its fees for physical ports and for The Exchange charges a monthly notice is hereby given that on December the use of a communication and routing connectivity fee to subscribers utilizing 27, 2016, Bats EDGX Exchange, Inc. service known as Bats Connect. Each of Bats Connect to route orders to other (‘‘Exchange’’ or ‘‘EDGX’’) filed with the these proposed changes are described exchanges and broker-dealers that are Securities and Exchange Commission below. connected to the Exchange’s network (‘‘Commission’’) the proposed rule via unicast access. The amount of the change as described in Items I, II, and Physical Ports connectivity fee varies based solely on III below, which Items have been A physical port is utilized by a the bandwidth selected by the prepared by the Exchange. The Member or non-Member to connect to subscriber. Specifically, as set forth Exchange has designated the proposed the Exchange at the data centers where under the Unicast Access—Order Entry rule change as one establishing or the Exchange’s servers are located. The section of the fee schedule, the changing a member due, fee, or other Exchange currently maintains a Exchange charges $350 for 1 Mb, $700 charge imposed by the Exchange under presence in two third-party data centers: for 5 Mb, $950 for 10 Mb, $1,500 for 25 Section 19(b)(3)(A)(ii) of the Act 3 and (i) The primary data center where the Mb, $2,500 for 50 Mb, and $3,500 for Rule 19b–4(f)(2) thereunder,4 which Exchange’s business is primarily 100 Mb. The Exchange proposes to asabaliauskas on DSK3SPTVN1PROD with NOTICES renders the proposed rule change conducted on a daily basis, and (ii) a effective upon filing with the secondary data center, which is 6 The term ‘‘System’’ is defined as ‘‘the automated Commission. The Commission is trading system used by EDGX Options for the predominantly maintained for business trading of options contracts.’’ See Exchange Rule publishing this notice to solicit continuity purposes. The Exchange 11.16(a)(59) [sic]. 7 See Exchange Rule 13.9. 1 15 U.S.C. 78s(b)(1). 5 The term ‘‘Member’’ is defined as ‘‘any 8 The Exchange’s affiliated exchanges are Bats 2 17 CFR 240.19b–4. registered broker or dealer that has been admitted EDGA Exchange, Inc. (‘‘EDGA’’), Bats BYX 3 15 U.S.C. 78s(b)(3)(A)(ii). to membership in the Exchange.’’ See Exchange Exchange, Inc. (‘‘BYX’’), and Bats BZX Exchange, 4 17 CFR 240.19b–4(f)(2). Rule 1.5(n). Inc. (‘‘BZX’’). VerDate Sep<11>2014 19:06 Jan 12, 2017 Jkt 241001 PO 00000 Frm 00164 Fmt 4703 Sfmt 4703 E:\FR\FM\13JAN1.SGM 13JAN1


Document Created: 2017-01-13 02:45:15
Document Modified: 2017-01-13 02:45:15
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 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.
DatesThe application was filed March 16, 2016, and amended on September 8, 2016.
ContactKyle R. Ahlgren, Senior Counsel, at (202) 551-6857, or Holly L. Hunter-Ceci, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 4441 
2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR