[Federal Register Volume 87, Number 35 (Tuesday, February 22, 2022)]
[Notices]
[Page 9677]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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 [email protected] 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: [email protected]. Applicants: 
Michael Pellegrino, Esq. at law.com">[email protected]law.com.

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 https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. 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


