[Federal Register Volume 83, Number 248 (Friday, December 28, 2018)]
[Notices]
[Pages 67417-67418]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-28200]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33334; 812-14947]
TigerShares Trust, et al.; Notice of Application
December 20, 2018.
AGENCY: Securities and Exchange Commission (``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 sub-advisers without shareholder approval and grant
relief from the Disclosure Requirements as they relate to fees paid to
the sub-advisers.
Applicants: TigerShares Trust (the ``Trust''), a Delaware statutory
trust that is registered under the Act as an open-end management
investment company, and Wealthn LLC (the ``Initial Adviser''), a
Pennsylvania limited liability company that will be registered as an
investment adviser under the Investment Advisers Act of 1940
(collectively with the Trust, the ``Applicants'').
Filing Dates: The application was filed on September 5, 2018.
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 January 14, 2019, 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, 3532 Muirwood Drive,
Newtown Square, PA 19073.
FOR FURTHER INFORMATION CONTACT: Erin C. Loomis, Senior Counsel, at
(202) 551-6721, or Parisa Haghshenas, Branch Chief, at (202) 551-6723
(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 website 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. An Adviser will serve as the investment adviser to each
Subadvised Series pursuant to an investment advisory agreement with the
Trust (the ``Investment Management Agreement'').\1\ An Adviser will
provide each Subadvised Series with continuous investment management
services, subject to the supervision of, and policies established by,
the board of trustees of the Trust (the ``Board''). Each 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.\2\ The primary responsibility for managing each 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 the named
Applicants, as well as to any future series of the Trust and any
other registered open-end management investment company or series
thereof that: (a) Is advised by the Initial Adviser, its successors,
or any entity controlling, controlled by or under common control
with the Initial Adviser or its successors (each, an ``Adviser'');
(b) uses the multi-manager structure described in the application;
and (c) complies with the terms and conditions set forth in the
application (each, a ``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\ A ``Sub-Adviser'' for a Subadvised Series is (1) an indirect
or direct ``wholly-owned subsidiary'' (as such term is defined in
the Act) of the Adviser for that Subadvised Series, or (2) a sister
company of the Adviser for that Subadvised Series that is an
indirect or direct ``wholly-owned subsidiary'' of the same company
that, indirectly or directly, wholly owns the Adviser (each of (1)
and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person''
(as such term is defined in section 2(a)(3) of the Act) of the
Subadvised Series or the Adviser, except to the extent that an
affiliation arises solely because the Sub-Adviser serves as a sub-
adviser to a Subadvised Series (``Non-Affiliated Sub-Adviser'').
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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.\3\ 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-Adviser; (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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\3\ The requested relief will not extend to any sub-adviser,
other than a Wholly-Owned Sub-Adviser, who is an affiliated person,
as defined in section 2(a)(3) of the Act, of the Subadvised Series,
the Trust or of 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 Investment
Management Agreements will remain subject to shareholder
[[Page 67418]]
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.
Brent J. Fields,
Secretary.
[FR Doc. 2018-28200 Filed 12-27-18; 8:45 am]
BILLING CODE 8011-01-P