[Federal Register Volume 82, Number 9 (Friday, January 13, 2017)]
[Notices]
[Pages 4441-4442]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-00628]


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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.

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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.
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    \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.
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    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'').
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    \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'').
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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 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