
[Federal Register Volume 82, Number 33 (Tuesday, February 21, 2017)]
[Notices]
[Pages 11277-11278]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-03298]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32479; File No. 812-14718]


Brinker Capital Destinations Trust, et al.; Notice of Application

February 14, 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: Brinker Capital Destinations Trust (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series, and Brinker 
Capital, Inc., a Delaware corporation registered as an investment 
adviser under the Investment Advisers Act of 1940 (``Brinker'' or the 
``Adviser,'' and, collectively with the Trust, the ``Applicants'').

Filing Dates: The application was filed December 1, 2016, and amended 
on February 1, 2017 and February 10, 2017.

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 March 14, 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: Jason B. Moore, 
Brinker Capital Destinations Trust, 1055 Westlakes Drive, Berwyn, PA 
19312; and John J. O'Brien, Esq., Morgan, Lewis & Bockius LLP, 1701 
Market Street, Philadelphia, PA 19103.

FOR FURTHER INFORMATION CONTACT: Jennifer O. Palmer, Senior Counsel, at 
(202) 551-5786, or Nadya Roytblat, Assistant Chief Counsel, 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 advisory agreement with the 
Trust (the

[[Page 11278]]

``Advisory Agreement'').\1\ The Adviser will provide the Subadvised 
Series with continuous and comprehensive investment management services 
subject to the supervision of, and policies established by, each 
Subadvised Series' board of trustees (``Board''). The Advisory 
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 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 any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by Brinker 
or its successor or by a person controlling, controlled by, or under 
common control with Brinker or its successor (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 (each, a ``Subadvised Series'' and collectively, 
the ``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 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.\2\ 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 Affiliated Sub-Adviser; and (b) the aggregate fees 
paid to Sub-Advisers other than Affiliated Sub-Advisers (collectively, 
``Aggregate Fee Disclosure''). For any Subadvised Series that employs 
an Affiliated Sub-Adviser, the Subadvised Series will provide separate 
disclosure of any fees paid to the Affiliated Sub-Adviser.
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    \2\ The requested relief will not extend to any sub-adviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of a Subadvised Series or 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 Advisory 
Agreements will remain subject to shareholder 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.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-03298 Filed 2-17-17; 8:45 am]
BILLING CODE 8011-01-P


