[Federal Register Volume 84, Number 145 (Monday, July 29, 2019)]
[Notices]
[Pages 36635-36636]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15954]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33563; 812-15010]


PFS Funds and Castle Investment Management, LLC.; Notice of 
Application

July 23, 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 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: PFS Funds (the ``Trust''), a Massachusetts business trust 
that is registered under the Act as an open-end management investment 
company, and Castle Investment Management, LLC (the ``Initial 
Adviser''), a Virginia limited liability company 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 March 13, 2019 and amended 
on June 14, 2019, July 10, 2019, and July 12, 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 August 19, 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: John H. Lively, Esq., 
Practus, LLC, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, KS 
66211.

FOR FURTHER INFORMATION CONTACT: Jill Corrigan, Senior Counsel, at 
(202) 551-8929, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 
(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.

Summary of the Application: 
    1. An Adviser will serve as the investment adviser to each Sub-
advised Series 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 Series. 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 Series 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 Series. The Adviser 
will evaluate, select and recommend Sub-Advisers to manage the assets 
of a Sub-advised Series 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, 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 Initial Adviser, its successors, 
or any entity controlling, controlled by or under common control 
with the Initial 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 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.
    \2\ A ``Sub-Adviser'' for a Sub-advised Series is (1) an 
indirect or direct ``wholly-owned subsidiary'' (as such term is 
defined in the Act) of the Adviser for that Sub-advised Series, or 
(2) a sister company of the Adviser for that Sub-advised Series 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 Series 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 Series (``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 Series to disclose (as both a 
dollar amount and a percentage of the Sub-advised Series' net assets): 
(a) The aggregate fees paid to the Adviser and

[[Page 36636]]

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 Series, 
the Trust or of the Adviser, other than by reason of serving as a 
sub-adviser to one or more of the Sub-advised 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 Sub-advised Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Sub-advised 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 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 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 Sub-advised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-15954 Filed 7-26-19; 8:45 am]
 BILLING CODE 8011-01-P


