
[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42389-42390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-18932]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32802; 812-14777]


Eagle Series Trust, et al.

August 31, 2017.
AGENCY: Securities and Exchange 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 subadvisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the subadvisers. The requested order would supersede a prior order.\1\
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    \1\ Eagle Capital Appreciation Fund, et al., Investment Company 
Act Rel. Nos. 31239 (Sep. 3, 2014) (notice) and 31269 (Sep. 29, 
2014) (order).

Applicants: Eagle Capital Appreciation Fund, Eagle Growth & Income Fund 
and Eagle Series Trust (each, a ``Trust'' and collectively, the 
``Trusts''), each a Massachusetts business trust registered under the 
Act as an open-end management investment company with multiple series 
(each a ``Fund''), and Carillon Tower Advisers, Inc. (the ``Initial 
Adviser''), a Florida corporation registered as an investment adviser 
under the Investment Advisers Act of 1940 (collectively with the 
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Trusts, the ``Applicants'').

Filing Dates: The application was filed May 17, 2017, and amended on 
August 22, 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 September 25, 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: 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 20006-1600.

FOR FURTHER INFORMATION CONTACT:  Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or David Marcinkus, 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 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 serves as the investment adviser to each Fund 
pursuant to an investment advisory agreement with the Fund (the 
``Investment Advisory Agreement'').\2\ The Adviser provides the Funds 
with continuous and comprehensive investment management services 
subject to the supervision of, and policies established by, each 
Trust's board of Trustees (``Board''). The Investment Advisory 
Agreement permits the Adviser, subject to the approval of the Board, to 
delegate to one or more 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.\3\ The primary responsibility 
for managing the Subadvised 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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    \2\ Applicants request relief with respect to the named 
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, together 
with any Fund that currently uses the multi-manager structure 
described in the application, a ``Subadvised Fund''). 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. For purposes of the 
requested order, ``successor'' is limited to an entity resulting 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \3\ A ``Subadviser'' for a Fund is (1) an indirect or direct 
``wholly owned subsidiary'' (as such term is defined in the Act) of 
the Adviser, or (2) a sister company of the Adviser that is an 
indirect or direct ``wholly-owned subsidiary'' (as such term is 
defined in the Act) of the same company that, indirectly or 
directly, wholly owns the Adviser (each of (1) and (2) a ``Wholly-
Owned Subadviser'' and collectively, the ``Wholly-Owned 
Subadvisers''), or (3) not an ``affiliated person'' (as such term is 
defined in Section 2(a)(3) of the Act) of a 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 (each a 
``Non-Affiliated Subadviser'' and collectively, the ``Non-Affiliated 
Subadvisers'').
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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 (each, a ``Subadvisory Agreement'' and collectively, the 
``Subadvisory Agreements'') and materially amend Subadvisory Agreements 
without obtaining the shareholder approval required under section 15(a) 
of the Act and rule 18f-2 under the Act.\4\ Applicants also seek an 
exemption from the Disclosure Requirements to permit a Subadvised Fund 
to disclose (as both a dollar amount and a percentage of the Subadvised 
Fund's net assets): (a) The aggregate fees paid to the Adviser and any 
Wholly-Owned Subadvisers; (b) the aggregate fees paid to Non-Affiliated 
Subadvisers, and (c) the fee paid to each Affiliated Subadviser.
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    \4\ The requested relief will not extend to any subadviser, 
other than a Wholly-Owned Subadviser, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Fund or 
of the Adviser, other than by reason of serving as a subadviser to 
one or more of the Subadvised Funds (``Affiliated Subadviser'').
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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 Fund's shareholders and 
notification about subadvisory changes and enhanced Board oversight to 
protect the interests of the Subadvised 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

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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 Advisory Agreements will remain subject to shareholder 
approval, while the role of the Subadvisers is substantially equivalent 
to that of individual portfolio managers, so that requiring shareholder 
approval of Subadvisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Fund. 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 
Subadvisers that are more advantageous for the Subadvised Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-18932 Filed 9-6-17; 8:45 am]
 BILLING CODE 8011-01-P


