Notice2022-01293
Catholic Responsible Investments Funds and Christian Brothers Investment Services, Inc.; Notice of Application
Primary source
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Published
January 24, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 15 (Monday, January 24, 2022)</title>
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[Federal Register Volume 87, Number 15 (Monday, January 24, 2022)]
[Notices]
[Pages 3624-3625]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-01293]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34474; 812-15264]
Catholic Responsible Investments Funds and Christian Brothers
Investment Services, Inc.; Notice of Application
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: Catholic Responsible Investments Funds (the ``Trust''), a
Delaware statutory trust registered under the Act as an open-end
management investment company with multiple series (each a ``Fund'')
and Christian Brothers Investment Services, Inc. (the ``Adviser''), an
Illinois corporation that is 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 20, 2021, and
amended on December 27, 2021.
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 14, 2022, 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: The Commission: <a href="/cdn-cgi/l/email-protection#2576404657405144575c56086a43434c4640655640460b424a53"><span class="__cf_email__" data-cfemail="d281b7b1a0b7a6b3a0aba1ff9db4b4bbb1b792a1b7b1fcb5bda4">[email protected]</span></a>. Applicants: The
Trust, <a href="/cdn-cgi/l/email-protection#402d2225213434292500332529236e232f2d"><span class="__cf_email__" data-cfemail="a3cec1c6c2d7d7cac6e3d0c6cac08dc0ccce">[email protected]</span></a>, and the Adviser, <a href="/cdn-cgi/l/email-protection#167c7b757564796f5675747f6579787a7f78733875797b"><span class="__cf_email__" data-cfemail="bad0d7d9d9c8d5c3fad9d8d3c9d5d4d6d3d4df94d9d5d7">[email protected]</span></a> (with
a copy to <a href="/cdn-cgi/l/email-protection#cebdabafa0e0a9bcafacabbc8ea3a1bca9afa0a2abb9a7bde0ada1a3"><span class="__cf_email__" data-cfemail="ccbfa9ada2e2abbeadaea9be8ca1a3beabada2a0a9bba5bfe2afa3a1">[email protected]</span></a><a href="/cdn-cgi/l/email-protection#d689b7b8b289bba4b3b8b3a2acbdaf96bab9b5bdb3bab9a4b2f8b5b9bb"><span class="__cf_email__" data-cfemail="702f111e142f1d02151e15040a1b09301c1f131b151c1f02145e131f1d">[email protected]</span></a>).
FOR FURTHER INFORMATION CONTACT: Adam R. Bolter, Senior Counsel, at
(202) 674-8049, or Lisa Reid Ragen, Branch Chief, at (202) 551-6825
(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 <a href="http://www.sec.gov/search/search.htm">http://www.sec.gov/search/search.htm</a> or
by calling (202) 551-8090.
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Summary of the Application
1. The Adviser will serve as the investment adviser to each Sub-
Advised Fund pursuant to an investment advisory agreement with the
Trust (the ``Investment Management Agreement'').\1\ Under the terms of
each Investment Management Agreement, the Adviser, subject to the
supervision of the board of trustees of the Trust (the ``Board'') will
provide continuous investment management of the assets of each Sub-
Advised Fund. Consistent with the terms of each Investment Management
Agreement, the Adviser may, subject to the approval of the Board,
delegate portfolio management responsibilities of all or a portion of
the assets of a Sub-Advised Fund to one or more Sub-Advisers.\2\ The
Adviser will continue to have overall responsibility for the management
and investment of the assets of each Sub-Advised Fund. The Adviser will
evaluate, select and recommend Sub-Advisers to manage the assets of a
Sub-Advised Fund and will oversee, monitor, and review the Sub-Advisers
and their performance and recommend the removal or replacement of Sub-
Advisers.
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\1\ Applicants request relief with respect to the named
Applicants, including the Existing Funds, 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
Adviser or any entity controlling, controlled by or under common
control with the 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 ``Sub-Advised Fund''). 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 Sub-Advised Fund is (1) an indirect
or direct ``wholly-owned subsidiary'' (as such term is defined in
the Act) of the Adviser for that Sub-Advised Fund, or (2) a sister
company of the Adviser for that Sub-Advised Fund 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 Sub-Advised Fund,
the Trust, or the Adviser, except to the extent that an affiliation
arises solely because the Sub-Adviser serves as a sub-adviser to a
Sub-Advised Fund (``Non-Affiliated Sub-Adviser'').
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2. Applicants request an order to permit the Adviser, subject to
Board approval, to enter into investment sub-advisory agreements with
the Sub-Advisers (each, a ``Sub-Advisory Agreement'') and materially
amend such 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 Sub-Advised Fund to disclose (as both a dollar
amount and a percentage of the Sub-Advised Fund's 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 Sub-Advised Fund or
of the Adviser, other than by reason of serving as a sub-adviser to
one or more of the Sub-Advised Funds (``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 Sub-Advised Fund shareholders and
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Sub-Advised 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 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 approval while
the role of the Sub-Advisers is substantially equivalent to that of
individual portfolio managers, so that requiring shareholder approval
of Sub-Advisory Agreements would impose unnecessary delays and expenses
on the Sub-Advised Funds. 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 Sub-Advised Funds.
For the Commission, by the Division of Investment Management, under
delegated authority.
Dated: January 19, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-01293 Filed 1-21-22; 8:45 am]
BILLING CODE 8011-01-P
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