[Federal Register Volume 84, Number 88 (Tuesday, May 7, 2019)]
[Notices]
[Pages 19980-19984]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-09334]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33464; 812-14194-03]
Carillon Series Trust, et al.; Notice of Application
May 2, 2019.
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, 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
[[Page 19981]]
Schedule 14A under the Securities Exchange Act of 1934 (``1934 Act''),
and sections 6-07(2)(a), (b), and (c) of Regulation S-X (``Disclosure
Requirements'').
Applicants: Carillon Series Trust (``Trust''), a Delaware statutory
trust registered under the Act as an open-end management investment
company with multiple series (each a ``Fund'') and Carillon Tower
Advisers, Inc. (``Initial Adviser''), a Florida corporation registered
as an investment adviser under the Investment Advisers Act of 1940
(``Advisers Act'') that serves an investment adviser to the Funds
(collectively with the Trust, the ``Applicants'').
Summary of Application: The requested exemption would permit
Applicants to enter into and materially amend subadvisory agreements
with subadvisers without shareholder approval and would grant relief
from the Disclosure Requirements as they relate to fees paid to the
subadvisers. The requested exemptions are novel as they extend not only
to Wholly-Owned and Non-Affiliated Subadvisers, but also to Affiliated
Subadvisers (defined below). The requested order would supersede a
prior order.\1\
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\1\ Eagle Series Trust, et al., Investment Company Act Rel. Nos.
32802A (Sept. 18, 2017) (notice) and 32861 (Oct. 16, 2017) (order)
(included Carillon Tower Advisers, Inc. as an applicant).
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Filing Dates: The application was filed on August 5, 2013, and
amended on February 18, 2014, December 4, 2018, December 21, 2018,
March 26, 2019, and April 25, 2019.
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 May 28, 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: 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.
FOR FURTHER INFORMATION CONTACT: Jessica Shin, Attorney-Adviser, at
(202) 551-3685, or Kaitlin C. Bottock, 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 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.
I. Requested Exemptive Relief
1. Applicants request an order to permit the Adviser,\2\ subject to
the approval of the board of trustees of each Trust (collectively, the
``Board''),\3\ including a majority of the trustees who are not
``interested persons'' of the Trust or the Adviser, as defined in
section 2(a)(19) of the Act (the ``Independent Trustees''), without
obtaining shareholder approval, to: (i) Select investment subadvisers
(``Subadvisers'') for all or a portion of the assets of one or more of
the Funds pursuant to an investment subadvisory agreement with each
Subadviser (each a ``Subadvisory Agreement''); and (ii) materially
amend Subadvisory Agreements with the Subadvisers.
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\2\ 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 that
serves as the primary adviser to a Subadvised Fund. For the purposes
of the requested order, ``successor'' is limited to an entity or
entities that result from a reorganization into another jurisdiction
or a change in the type of business organization. Any other Adviser
also will be registered with the Commission as an investment adviser
under the Advisers Act.
\3\ The term ``Board'' also includes the board of trustees or
directors of a future Subadvised Fund (as defined below), if
different from the board of trustees (``Trustees'') of the Trust.
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2. Applicants also request an order exempting the Subadvised Funds
(as defined below) from the Disclosure Requirements, which require each
Fund to disclose fees paid to a Subadviser. Applicants seek relief to
permit each Subadvised Fund to disclose (as a dollar amount and a
percentage of the Fund's net assets): (i) The aggregate fees paid to
the Adviser and any Wholly-Owned Subadvisers; and (ii) The aggregate
fees paid to Affiliated and Non-Affiliated Subadvisers (``Aggregate Fee
Disclosure'').\4\ Applicants seek an exemption to permit a Subadvised
Fund to include only the Aggregate Fee Disclosure.\5\
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\4\ A ``Wholly-Owned Subadviser'' is any investment subadviser
that is (1) an indirect or direct ``wholly-owned subsidiary'' (as
such term is defined in the Act) of the Adviser, (2) a ``sister
company'' of the Adviser that is an indirect or direct ``wholly-
owned subsidiary'' of the same company that indirectly or directly
wholly owns the Adviser (the Adviser's ``parent company''), or (3) a
parent company of the Adviser. An ``Affiliated Subadviser'' is any
investment subadviser that is not a Wholly-Owned Subadviser, but is
an ``affiliated person'' (as defined in section 2(a)(3) of the Act)
of a Subadvised Fund or the Adviser for reasons other than serving
as investment subadviser to one or more Funds. A ``Non-Affiliated
Subadviser'' is any investment subadviser that is not an
``affiliated person'' (as defined in the Act) of a Subadvised 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.
\5\ Applicants note that all other items required by sections 6-
07(2)(a), (b) and (c) of Regulation S-X will be disclosed.
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3. Applicants request that the relief apply to 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, a ``Subadvised Fund'').\6\
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\6\ All registered open-end investment companies that currently
intend to rely on the requested order are named as Applicants. Any
entity that relies on the requested order will do so only in
accordance with the terms and conditions contained in the
application.
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II. Management of the Subadvised Funds
4. The Adviser serves or will serve as the investment adviser to
each Subadvised Fund pursuant to an investment advisory agreement with
the Fund (each an ``Investment Advisory Agreement''). Each Investment
Advisory Agreement has been or will be approved by the Board, including
a majority of the Independent Trustees, and by the shareholders of the
relevant Subadvised Fund in the manner required by sections 15(a) and
15(c) of the Act. The terms of these Investment Advisory Agreements
comply or will comply with section 15(a) of the Act. Applicants are not
seeking an exemption from the Act with respect to the Investment
Advisory Agreements. Pursuant to the terms of each Investment Advisory
Agreement, the Adviser, subject to the oversight of the Board, will
provide continuous investment management for each Subadvised Fund. For
its services to each Subadvised Fund, the Adviser receives or will
receive an investment advisory fee from that Fund as specified
[[Page 19982]]
in the applicable Investment Advisory Agreement.
5. Consistent with the terms of each Investment Advisory Agreement,
the Adviser may, subject to the approval of the Board, including a
majority of the Independent Trustees, and the shareholders of the
applicable Subadvised Fund (if required by applicable law), delegate
portfolio management responsibilities of all or a portion of the assets
of a Subadvised Fund to a Subadviser. The Adviser will retain overall
responsibility for the management and investment of the assets of each
Subadvised Fund. This responsibility includes recommending the removal
or replacement of Subadvisers, allocating the portion of that
Subadvised Fund's assets to any given Subadviser and reallocating those
assets as necessary from time to time.\7\ The Subadvisers will be
``investment advisers'' to the Subadvised Funds within the meaning of
Section 2(a)(20) of the Act and will provide investment management
services to the Funds subject to, without limitation, the requirements
of Sections 15(c) and 36(b) of the Act.\8\ The Subadvisers, subject to
the oversight of the Adviser and the Board, will determine the
securities and other investments to be purchased, sold or entered into
by a Subadvised Fund's portfolio or a portion thereof, and will place
orders with brokers or dealers that they select.\9\
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\7\ Applicants represent that if the name of any Subadvised Fund
contains the name of a subadviser, the name of the Adviser that
serves as the primary adviser to the Fund, or a trademark or trade
name that is owned by or publicly used to identify the Adviser, will
precede the name of the subadviser.
\8\ The Subadvisers will be registered with the Commission as an
investment adviser under the Advisers Act or not subject to such
registration.
\9\ A ``Subadviser'' also includes an investment subadviser that
will provide the Adviser with a model portfolio reflecting a
specific strategy, style or focus with respect to the investment of
all or a portion of a Subadvised Fund's assets. The Adviser may use
the model portfolio to determine the securities and other
instruments to be purchased, sold or entered into by a Subadvised
Fund's portfolio or a portion thereof, and place orders with brokers
or dealers that it selects.
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6. The Subadvisory Agreements will be approved by the Board,
including a majority of the Independent Trustees, in accordance with
sections 15(a) and 15(c) of the Act. In addition, the terms of each
Subadvisory Agreement will comply fully with the requirements of
section 15(a) of the Act. The Adviser may compensate the Subadvisers or
the Subadvised Funds may compensate the Subadvisers directly.
7. Subadvised Funds will inform shareholders of the hiring of a new
Subadviser pursuant to the following procedures (``Modified Notice and
Access Procedures''): (a) Within 90 days after a new Subadviser is
hired for any Subadvised Fund, that Fund will send its shareholders
either a Multi-manager Notice or a Multi-manager Notice and Multi-
manager Information Statement; \10\ and (b) the Subadvised Fund will
make the Multi-manager Information Statement available on the website
identified in the Multi-manager Notice no later than when the Multi-
manager Notice (or Multi-manager Notice and Multi-manager Information
Statement) is first sent to shareholders, and will maintain it on that
website for at least 90 days.\11\
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\10\ A ``Multi-manager Notice'' will be modeled on a Notice of
Internet Availability as defined in Rule 14a-16 under the 1934 Act,
and specifically will, among other things: (a) Summarize the
relevant information regarding the new Subadviser (except as
modified to permit Aggregate Fee Disclosure); (b) inform
shareholders that the Multi-manager Information Statement is
available on a website; (c) provide the website address; (d) state
the time period during which the Multi-manager Information Statement
will remain available on that website; (e) provide instructions for
accessing and printing the Multi-manager Information Statement; and
(f) instruct the shareholder that a paper or email copy of the
Multi-manager Information Statement may be obtained, without charge,
by contacting the Subadvised Fund. A ``Multi-manager Information
Statement'' will meet the requirements of Regulation 14C, Schedule
14C and Item 22 of Schedule 14A under the 1934 Act for an
information statement, except as modified by the requested order to
permit Aggregate Fee Disclosure. Multi-manager Information
Statements will be filed with the Commission via the EDGAR system.
\11\ In addition, Applicants represent that whenever a
Subadviser is hired or terminated, or a Subadvisory Agreement is
materially amended, the Subadvised Fund's prospectus and statement
of additional information will be supplemented promptly pursuant to
rule 497(e) under the Securities Act of 1933.
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III. Applicable Law
8. Section 15(a) of the Act states, in part, that it is unlawful
for any person to act as an investment adviser to a registered
investment company ``except pursuant to a written contract, which
contract, whether with such registered company or with an investment
adviser of such registered company, has been approved by the vote of a
majority of the outstanding voting securities of such registered
company.''
9. Form N-1A is the registration statement used by open-end
investment companies. Item 19(a)(3) of Form N-1A requires a registered
investment company to disclose in its statement of additional
information the method of computing the ``advisory fee payable'' by the
investment company with respect to each investment adviser, including
the total dollar amounts that the investment company ``paid to the
adviser (aggregated with amounts paid to affiliated advisers, if any),
and any advisers who are not affiliated persons of the adviser, under
the investment advisory contract for the last three fiscal years.''
10. Rule 20a-1 under the Act requires proxies solicited with
respect to a registered investment company to comply with Schedule 14A
under the 1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and
22(c)(9) of Schedule 14A, taken together, require a proxy statement for
a shareholder meeting at which the advisory contract will be voted upon
to include the ``rate of compensation of the investment adviser,'' the
``aggregate amount of the investment adviser's fee,'' a description of
the ``terms of the contract to be acted upon,'' and, if a change in the
advisory fee is proposed, the existing and proposed fees and the
difference between the two fees.
11. Regulation S-X sets forth the requirements for financial
statements required to be included as part of a registered investment
company's registration statement and shareholder reports filed with the
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require
a registered investment company to include in its financial statements
information about investment advisory fees.
12. 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 exemption is necessary or appropriate in
the public interest and consistent with the protection of investors and
the purposes fairly intended by the policy and provisions of the Act.
Applicants state that the requested relief meets this standard for the
reasons discussed below.
IV. Arguments in Support of the Requested Relief
13. Applicants assert that, from the perspective of the
shareholder, the role of the Subadvisers is substantially equivalent to
the limited role of the individual portfolio managers employed by an
investment adviser to a traditional investment company. Applicants also
assert that the shareholders expect the Adviser, subject to review and
approval of the Board, to select a Subadviser who is in the best
position to achieve the Subadvised Fund's investment objective.
Applicants believe that permitting the Adviser to perform the duties
for which the shareholders of the Subadvised Fund are paying the
Adviser--the selection, oversight and evaluation of the Subadviser--
without incurring unnecessary delays or
[[Page 19983]]
expenses of convening special meetings of shareholders is appropriate
and in the interest of the Fund's shareholders, and will allow such
Fund to operate more efficiently. Applicants state that each Investment
Advisory Agreement will continue to be fully subject to section 15(a)
of the Act and approved by the relevant Board, including a majority of
the Independent Trustees, in the manner required by section 15(a) and
15(c) of the Act.
14. Applicants submit that the requested relief meets the standards
for relief under section 6(c) of the Act. Applicants state that the
operation of the Subadvised Fund in the manner described in the
Application must be approved by shareholders of that Fund before it may
rely on the requested relief. Applicants also state that the proposed
conditions to the requested relief are designed to address any
potential conflicts of interest or economic incentives, and provide
that shareholders are informed when new Subadvisers are hired.
15. Applicants contend that, in the circumstances described in the
application, a proxy solicitation to approve the appointment of new
Subadvisers provides no more meaningful information to shareholders
than the proposed Multi-manager Information Statement. Applicants state
that, accordingly, they believe the requested relief is necessary or
appropriate in the public interest, and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act.
16. With respect to the relief permitting Aggregate Fee Disclosure,
Applicants assert that disclosure of the individual fees paid to the
Subadvisers does not serve any meaningful purpose. Applicants contend
that the primary reasons for requiring disclosure of individual fees
paid to Subadvisers are to inform shareholders of expenses to be
charged by a particular Subadvised Fund and to enable shareholders to
compare the fees to those of other comparable investment companies.
Applicants believe that the requested relief satisfies these objectives
because the Subadvised Fund's overall advisory fee will be fully
disclosed and, therefore, shareholders will know what the Subadvised
Fund's fees and expenses are and will be able to compare the advisory
fees a Subadvised Fund is charged to those of other investment
companies. In addition, Applicants assert that the requested relief
would benefit shareholders of the Subadvised Fund because it would
improve the Adviser's ability to negotiate the fees paid to
Subadvisers. In particular, Applicants state that if the Adviser is not
required to disclose the Subadvisers' fees to the public, the Adviser
may be able to negotiate rates that are below a Subadviser's ``posted''
amounts. Applicants assert that the relief will also encourage
Subadvisers to negotiate lower subadvisory fees with the Adviser if the
lower fees are not required to be made public.
V. Novel Relief for Affiliated Subadvisers
17. To date, the Commission has granted the requested relief with
respect to certain Wholly-Owned and Non-Affiliated Subadvisers through
numerous exemptive orders. Applicants believe the rationale articulated
above supports extending the requested relief to Affiliated
Subadvisers. Applicants state that although the Adviser's judgment in
recommending a Subadviser can be affected by certain conflicts, they do
not warrant denying the extension of the requested relief to Affiliated
Subadvisers. Specifically, the Adviser faces those conflicts in
allocating fund assets between itself and a Subadviser, and across
Subadvisers, as it has an interest in considering the benefit it will
receive, directly or indirectly, from the fee the Subadvised Fund pays
for the management of those assets. Applicants also state that to the
extent the Adviser has a conflict of interest with respect to the
selection of an Affiliated Subadviser, the proposed conditions are
protective of shareholder interests by ensuring the Board's
independence and providing the Board with the appropriate resources and
information to monitor and address conflicts. Moreover, Applicants note
treating all Subadvisers equally under the requested relief might help
avoid the selection of Subadvisers potentially being influenced by
considerations regarding the applicable regulatory requirements (i.e.,
whether a shareholder vote is required) and the associated costs and
delays.
18. With respect to the relief permitting Aggregate Fee Disclosure,
Applicants assert that it is appropriate to disclose only aggregate
fees paid to Affiliated Subadvisers for the same reasons that similar
relief has been granted previously with respect to Wholly-Owned and
Non-Affiliated Subadvisers.
19. As Applicants note, the Commission has not previously issued
the requested relief with respect to Affiliated Subadvisers because of
concerns relating to conflicts of interest that the Adviser might face
with respect to the hiring or termination of an Affiliated
Subadviser.\12\ While the Commission continues to believe that the
selection and retention of Affiliated Subadvisers by the Adviser
potentially presents different or additional conflicts of interest than
may be the case with Non-Affiliated or Wholly-Owned Subadvisers,
Applicants have persuaded the Commission that extending the relief to
Affiliated Subadvisers is appropriate in the public interest and
consistent with the protection of investors and the purposes and
policies underlying the Act. Specifically, the proposed terms and
conditions of the requested relief with respect to Affiliated
Subadvisers, including the enhanced oversight by the Board, are
designed to address the potential conflicts of interest with respect to
both those common to all types of Subadvisers and specific to
Affiliated Subadvisers.
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\12\ See Exemption from Shareholder Approval for Certain
Subadvisory Contacts, Investment Company Act Release No. 26230 (Oct.
23, 2003) at section II.A.3.
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VI. Applicants' Conditions
Applicants agree that any order granting the requested relief will
be subject to the following conditions:
1. Before a Subadvised Fund may rely on the order requested in the
Application, the operation of the Subadvised Fund in the manner
described in the Application will be, or has been, approved by a
majority of the Subadvised Fund's outstanding voting securities as
defined in the Act, or, in the case of a Subadvised Fund whose public
shareholders purchase shares on the basis of a prospectus containing
the disclosure contemplated by condition 2 below, by the initial
shareholder before such Subadvised Fund's shares are offered to the
public.
2. The prospectus for each Subadvised Fund will disclose the
existence, substance and effect of any order granted pursuant to the
Application. In addition, each Subadvised Fund will hold itself out to
the public as employing the multi-manager structure described in the
Application. The prospectus will prominently disclose that the Adviser
has the ultimate responsibility, subject to oversight by the Board, to
oversee the Subadvisers and recommend their hiring, termination, and
replacement.
3. The Adviser will provide general management services to each
Subadvised Fund, including overall supervisory responsibility for the
general management and investment of the Subadvised Fund's assets, and
subject to review and oversight of the
[[Page 19984]]
Board, will (i) set the Subadvised Fund's overall investment
strategies, (ii) evaluate, select, and recommend Subadvisers for all or
a portion of the Subadvised Fund's assets, (iii) allocate and, when
appropriate, reallocate the Subadvised Fund's assets among Subadvisers,
(iv) monitor and evaluate the Subadvisers' performance, and (v)
implement procedures reasonably designed to ensure that Subadvisers
comply with the Subadvised Fund's investment objective, policies and
restrictions.
4. Subadvised Funds will inform shareholders of the hiring of a new
Subadviser within 90 days after the hiring of the new Subadviser
pursuant to the Modified Notice and Access Procedures.
5. At all times, at least a majority of the Board will be
Independent Trustees, and the selection and nomination of new or
additional Independent Trustees will be placed within the discretion of
the then-existing Independent Trustees.
6. Independent Legal Counsel, as defined in Rule 0-1(a)(6) under
the Act, will be engaged to represent the Independent Trustees. The
selection of such counsel will be within the discretion of the then-
existing Independent Trustees.
7. Whenever a Subadviser is hired or terminated, the Adviser will
provide the Board with information showing the expected impact on the
profitability of the Adviser.
8. The Board must evaluate any material conflicts that may be
present in a subadvisory arrangement. Specifically, whenever a
subadviser change is proposed for a Subadvised Fund (``Subadviser
Change'') or the Board considers an existing Subadvisory Agreement as
part of its annual review process (``Subadviser Review''):
(a) The Adviser will provide the Board, to the extent not already
being provided pursuant to section 15(c) of the Act, with all relevant
information concerning:
(i) Any material interest in the proposed new Subadviser, in the
case of a Subadviser Change, or the Subadviser in the case of a
Subadviser Review, held directly or indirectly by the Adviser or a
parent or sister company of the Adviser, and any material impact the
proposed Subadvisory Agreement may have on that interest;
(ii) Any arrangement or understanding in which the Adviser or any
parent or sister company of the Adviser is a participant that (A) may
have had a material effect on the proposed Subadviser Change or
Subadviser Review, or (B) may be materially affected by the proposed
Subadviser Change or Subadviser Review;
(iii) Any material interest in a Subadviser held directly or
indirectly by an officer or Trustee of the Subadvised Fund, or an
officer or board member of the Adviser (other than through a pooled
investment vehicle not controlled by such person); and
(iv) Any other information that may be relevant to the Board in
evaluating any potential material conflicts of interest in the proposed
Subadviser Change or Subadviser Review.
(b) The Board, including a majority of the Independent Trustees,
will make a separate finding, reflected in the Board minutes, that the
Subadviser Change or continuation after Subadviser Review is in the
best interests of the Subadvised Fund and its shareholders and, based
on the information provided to the Board, does not involve a conflict
of interest from which the Adviser, a Subadviser, any officer or
Trustee of the Subadvised Fund, or any officer or board member of the
Adviser derives an inappropriate advantage.
9. Each Subadvised Fund will disclose in its registration statement
the Aggregate Fee Disclosure.
10. In the event that the Commission adopts a rule under the Act
providing substantially similar relief to that in the order requested
in the Application, the requested order will expire on the effective
date of that rule.
11. Any new Subadvisory Agreement or any amendment to an existing
Investment Advisory Agreement or Subadvisory Agreement that directly or
indirectly results in an increase in the aggregate advisory fee rate
payable by the Subadvised Fund will be submitted to the Subadvised
Fund's shareholders for approval.
By the Commission.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-09334 Filed 5-6-19; 8:45 am]
BILLING CODE 8011-01-P