Notice2022-03644
Alpha Architect ETF Trust and Empowered Funds, LLC
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 22, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 35 (Tuesday, February 22, 2022)</title>
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[Federal Register Volume 87, Number 35 (Tuesday, February 22, 2022)]
[Notices]
[Page 9677]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-03644]
[[Page 9677]]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34505; File No. 812-15243]
Alpha Architect ETF Trust and Empowered Funds, LLC
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').
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. The requested exemption would permit an investment adviser to
hire and replace certain subadvisers without shareholder approval.
Applicants: Alpha Architect ETF Trust (the ``Trust''), a Delaware
statutory trust registered under the Act as an open-end management
investment company, and Empowered Funds, LLC, Pennsylvania limited
liability company registered as an investment adviser under the
Investment Advisers Act of 1940 (the ``Adviser'' or ``Empowered'' and,
collectively with the Trust, the ``Applicants'').
Filing Dates: The application was filed on June 28, 2021 and amended
on December 17, 2021.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing on any application by emailing
the Commission's Secretary at <a href="/cdn-cgi/l/email-protection#fcaf999f8e99889d8e858fd1b39a9a959f99bc8f999fd29b938a"><span class="__cf_email__" data-cfemail="3360565041564752414a401e7c55555a5056734056501d545c45">[email protected]</span></a> and serving the
Applicants with a copy of the request by email, if an email address is
listed for the relevant Applicant below, or personally or by mail, if a
physical address is listed for the relevant Applicant below. Hearing
requests should be received by the Commission by 5:30 p.m. on March 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 emailing the Commission's Secretary.
ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#90c3f5f3e2f5e4f1e2e9e3bddff6f6f9f3f5d0e3f5f3bef7ffe6"><span class="__cf_email__" data-cfemail="5300363021362732212a207e1c35353a3036132036307d343c25">[email protected]</span></a>. Applicants:
Michael Pellegrino, Esq. at <a href="/cdn-cgi/l/email-protection#84e9f4c4f4e1e8e8a9b8e5a4ecf6e1e2b9" http: law.com">law.com</a>">mp@pell-<a href="http://law.com">law.com</a></a>.
FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, or Lisa
Reid Ragen, Branch Chief, at (202) 551-6825 (Division of Investment
Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' amended and
restated application, dated December 17, 2021, which may be obtained
via the Commission's website by searching for the file number at the
top of this document, or for an Applicant using the Company name search
field, on the SEC's EDGAR system. The SEC's EDGAR system may be
searched at <a href="https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html">https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html</a>. You may also call the SEC's Public Reference Room
at (202) 551-8090.
Summary of the Application
1. The Adviser serves as the investment adviser to the Funds
pursuant to investment advisory agreements with the Trust on behalf of
each Fund (collectively, the ``Advisory Agreements'').\1\ The Adviser
is responsible for the overall management of the Funds' business
affairs and selecting investments according to the Funds' investment
objectives, policies, and restrictions, subject to the authority of the
board of trustees of the Trust (``Board''). The Advisory Agreements
permit the Adviser, subject to the approval of the Board, to delegate
to one or more unaffiliated subadvisers (each, a ``Subadviser'' and
collectively, the ``Subadvisers'') the responsibility to provide the
day-to-day portfolio investment management of each Fund, subject to the
supervision and direction of the Adviser. The primary responsibility
for managing the Funds will remain vested in the Adviser. The Adviser
will hire, evaluate, allocate assets to and oversee the Subadvisers,
including determining whether a Subadviser should be terminated, at all
times subject to the authority of the Board.
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\1\ Applicants request relief with respect to any existing or
future series of the Trust and any other existing or future
registered open-end management investment company or series thereof
that: (a) Is advised by Empowered, or any entity controlling,
controlled by or under common control with Empowered or its
successors (each, also an ``Adviser''); (b) uses the manager-of-
managers structure described in the application; and (c) complies
with the terms and conditions of the application (any such series, a
``Fund'' and collectively, the ``Funds''). 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 hire certain Subadvisers pursuant to subadvisory
agreements (``Subadvisory Agreements'') and materially amend existing
Subadvisory Agreements without obtaining the shareholder approval
required under section 15(a) of the Act.\2\
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\2\ The requested relief will not extend to any subadviser that
is an affiliated person, as defined in section 2(a)(3) of the Act,
of the Trust, a Fund or the Adviser, other than by reason of serving
as a subadviser to one or more of the Funds.
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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 Fund shareholders and notification about
subadvisory changes and enhanced Board oversight to protect the
interests of the Funds' 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 Advisory
Agreements will remain subject to shareholder approval, while the role
of the Subadvisers is substantially similar to that of individual
portfolio managers, so that requiring shareholder approval of
Subadvisory Agreements would impose unnecessary delays and expenses on
the Funds.
For the Commission, by the Division of Investment Management, under
delegated authority.
Dated: February 15, 2022.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-03644 Filed 2-18-22; 8:45 am]
BILLING CODE 8011-01-P
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