[Federal Register Volume 84, Number 195 (Tuesday, October 8, 2019)]
[Notices]
[Pages 53716-53717]
[FR Doc No: 2019-21974]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following electric
corporate filings:

    Docket Numbers: EC20-2-000.
    Applicants: Bucksport Generation LLC.
    Description: Application for Authorization Under Section 203 of the
Federal Power Act, et al. of Bucksport Generation LLC.
    Filed Date: 10/1/19.
    Accession Number: 20191001-5288.
    Comments Due: 5 p.m. ET 10/22/19.

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER19-2583-000.
    Applicants: Green River Wind Farm Phase 1, LLC.
    Description: Amendment to August 13, 2019 Green River Wind Farm
Phase 1, LLC. tariff filing.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5077.
    Comments Due: 5 p.m. ET 10/9/19.

    Docket Numbers: ER20-16-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2019-10-01_Attachment P
Clean-up to be effective 12/1/2019.
    Filed Date: 10/1/19.
    Accession Number: 20191001-5278.
    Comments Due: 5 p.m. ET 10/22/19.

    Docket Numbers: ER20-17-000.
    Applicants: Tenaska Pennsylvania Partners, LLC.
    Description: Sec.  205(d) Rate Filing: Reactive Power Rate Schedule
to be effective 11/1/2019.
    Filed Date: 10/1/19.
    Accession Number: 20191001-5286.
    Comments Due: 5 p.m. ET 10/22/19.

    Docket Numbers: ER20-18-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2019-10-02_Termination of SA
3220 Flying Cow Wind-OTP E&P (BSSB) (J493 J510) to be effective 10/3/
2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5008.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-19-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Tariff Cancellation: Notice of Cancellation of Service
Agreement No. 3602, Queue No. Y1-057 to be effective 7/29/2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5051.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-20-000.
    Applicants: DTE Atlantic, LLC.
    Description: Baseline eTariff Filing: DTE Atlantic LLC. MBR Tariff
Application to be effective 10/3/2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5074.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-21-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Notice of Cancellation of Generator Interconnection
Agreement of Southwest Power Pool, Inc.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5076.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-22-000.
    Applicants: Harbor Cogeneration Company, LLC.
    Description: Sec.  205(d) Rate Filing: Normal filing 2019 to be
effective 10/3/2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5111.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-23-000.
    Applicants: DTE Atlantic, LLC.
    Description: Baseline eTariff Filing: DTE Atlantic LLC. MBR Tariff
Application to be effective 10/3/2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5118.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-24-000.
    Applicants: Midcontinent Independent System Operator, Inc., Otter
Tail Power Company.
    Description: Sec.  205(d) Rate Filing: 2019-10-02_SA 3358 OTP-OTP
FSA (G359R) Hankinson-Ellendale & Big Stone-Blair to be effective 12/2/
2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5133.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-25-000.
    Applicants: Midcontinent Independent System Operator, Inc., Otter
Tail Power Company.
    Description: Sec.  205(d) Rate Filing: 2019-10-02_SA 3357 OTP-
Dakota Range III FSA (J488) Hankinson-Ellendale to be effective 12/2/
2019.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5153.
    Comments Due: 5 p.m. ET 10/23/19.

    Docket Numbers: ER20-26-000.
    Applicants: Northern States Power Company, a Minnesota corporation,
Northern States Power Company, a Wisconsin corporation.
    Description: Sec.  205(d) Rate Filing: 20191002_IA_ROE_Update to be
effective 1/1/2020.
    Filed Date: 10/2/19.
    Accession Number: 20191002-5175.
    Comments Due: 5 p.m. ET 10/23/19.

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: October 2, 2019.
Kimberly D. Bose,
Secretary.
[FR Doc. 2019-21974 Filed 10-7-19; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 85, Number 175 (Wednesday, September 9, 2020)]
[Notices]
[Pages 55719-55723]
[FR Doc No: 2020-19827]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34002; 812-15055]

Federated Hermes Adviser Series, et al.; Notice of Application

September 2, 2020.
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, 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 (``1934 Act''), and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements'').

Applicants: Federated Hermes Adviser Series (the ``Trust''), a Delaware
statutory trust registered under the Act as an open-end management
investment company with multiple series (each a ``Fund''), Federated
Global Investment Management Corp., a Delaware corporation, Federated
MDTA, LLC, a Delaware limited liability company, and Federated Equity
Management Company of Pennsylvania, Federated Investment Counseling,
Federated Investment

Management Company, and Federated Advisory Services Company, each a
Delaware statutory trust. Federated Global Investment Management Corp.,
Federated MDTA, LLC, Federated Equity Management Company of
Pennsylvania, Federated Investment Counseling, Federated Investment
Management Company, and Federated Advisory Services Company are each
registered as an investment adviser under the Investment Advisers Act
of 1940 (``Advisers Act'') and are each an ``Adviser'' and collectively
the ``Advisers'' and collectively with the Trust, the ``Applicants.''

Summary of Application: The requested exemption would permit Applicants
to enter into and materially amend subadvisory agreements with
subadvisers without shareholder approval and would grant relief from
the Disclosure Requirements as they relate to fees paid to the
subadvisers.

Filing Dates: The application was filed on August 7, 2019, and amended
on October 24, 2019, June 25, 2020 and August 27, 2020.

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 by emailing the Commission's
Secretary at<EMAIL_ADDRESS>and serving Applicants with a
copy of the request email. Hearing requests should be received by the
Commission by 5:30 p.m. on September 28, 2020, 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_ADDRESS>Applicants:
George F. Magera, Deputy General Counsel, Federated Hermes, Inc., at
<EMAIL_ADDRESS>
FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817, or Kaitlin C. Bottock, Branch Chief, at<PHONE_NUMBER>
(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<PHONE_NUMBER>.

I. Requested Exemptive Relief

    1. Applicants request an order to permit the Advisers,\1\ subject
to the approval of the board of trustees of the Trust (the
``Board''),\2\ including a majority of the trustees who are not
``interested persons'' of the Trust or the Advisers, as defined in
section 2(a)(19) of the Act (the ``Independent Trustees''), without
obtaining shareholder approval, to: (i) Select investment subadvisers
(``Subadvisers'') for all or a portion of the assets of one or more of
the Funds pursuant to an investment subadvisory agreement with each
Subadviser (each a ``Subadvisory Agreement''); and (ii) materially
amend Subadvisory Agreements with the Subadvisers.
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    \1\ The term ``Adviser'' means (i) an Adviser, (ii) its
successors, and (iii) any entity controlling, controlled by or under
common control with, an Adviser or its successors that serves as the
primary adviser to a Subadvised Fund. For the 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. Any future Adviser also will be
registered with the Commission as an investment adviser under the
Advisers Act.
    \2\ The term ``Board'' also includes the board of trustees or
directors of a future Subadvised Fund (as defined below), if
different from the board of trustees (``Trustees'') of the Trust.
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    2. Applicants also request an order exempting the Subadvised Funds
(as defined below) from the Disclosure Requirements, which require each
Fund to disclose fees paid to a Subadviser. Applicants seek relief to
permit each Subadvised Fund to disclose (as a dollar amount and a
percentage of the Fund's net assets): (i) The aggregate fees paid to
the Advisers and any Wholly-Owned Subadvisers; and (ii) the aggregate
fees paid to Affiliated and Non-Affiliated Subadvisers (``Aggregate Fee
Disclosure'').\3\ Applicants seek an exemption to permit a Subadvised
Fund to include only the Aggregate Fee Disclosure.\4\
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    \3\ A ``Wholly-Owned Subadviser'' is any investment adviser that
is (1) an indirect or direct ``wholly-owned subsidiary'' (as such
term is defined in the Act) of the Adviser, (2) a ``sister company''
of the Adviser that is an indirect or direct ``wholly-owned
subsidiary'' of the same company that indirectly or directly wholly
owns the Adviser (the Adviser's ``parent company''), or (3) a parent
company of the Adviser. An ``Affiliated Subadviser'' is any
investment subadviser that is not a Wholly-Owned Subadviser, but is
an ``affiliated person'' (as defined in section 2(a)(3) of the Act)
of a Subadvised Fund or the Adviser for reasons other than serving
as investment subadviser to one or more Funds. A ``Non-Affiliated
Subadviser'' is any investment adviser that is not an ``affiliated
person'' (as defined in 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.
    \4\ Applicants note that all other items required by sections 6-
07(2)(a), (b) and (c) of Regulation S-X will be disclosed.
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    3. Applicants request that the relief apply to 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, a ``Subadvised Fund'').\5\
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    \5\ All registered open-end investment companies that currently
intend to rely on the requested order are named as Applicants. Any
entity that relies on the requested order will do so only in
accordance with the terms and conditions contained in the
application.
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II. Management of the Subadvised Funds

    4. Certain Advisers serve as the investment adviser to each Fund
pursuant to an investment advisory agreement with the Fund (each an
``Investment Advisory Agreement'').\6\ Each Investment Advisory
Agreement has been or will be approved by the Board, including a
majority of the Independent Trustees, and by the shareholders of the
relevant Fund in the manner required by sections 15(a) and 15(c) of the
Act. The terms of the Investment Advisory Agreements comply or will
comply with section 15(a) of the Act. Applicants are not seeking an
exemption from the Act with respect to the Investment Advisory
Agreements. Pursuant to the terms of each Investment Advisory
Agreement, the Adviser, subject to the oversight of the Board, will
provide continuous investment management for each Subadvised Fund. For
its services to each Subadvised Fund, the Advisers receive or will
receive an investment advisory fee from that Fund as specified in the
applicable Investment Advisory Agreement.
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    \6\ Each Adviser also has a services agreement with Federated
Advisory Services Company (``FASCO'') under which FASCO provides
certain advisory services to the Advisers (e.g., traders are
employees). These agreements are approved each year with the
Investment Advisory Agreements as part of the annual Section 15
advisory agreement approval. The Funds will not rely on the
requested relief with respect to advisory services provided under
these agreements, such that they will continue to be fully subject
to Section 15(a) of the 1940 Act.
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    5. Consistent with the terms of each Investment Advisory Agreement,
the Advisers may, subject to the approval of the Board, including a
majority of the Independent Trustees, and the

shareholders of the applicable Subadvised Fund (if required by
applicable law), delegate portfolio management responsibilities of all
or a portion of the assets of a Subadvised Fund to a Subadviser. The
Advisers will retain overall responsibility for the management and
investment of the assets of each Subadvised Fund. This responsibility
includes recommending the removal or replacement of Subadvisers,
allocating the portion of that Subadvised Fund's assets to any given
Subadviser and reallocating those assets as necessary from time to
time.\7\ The Subadvisers will be ``investment advisers'' to the
Subadvised Funds within the meaning of Section 2(a)(20) of the Act and
will provide investment management services to the Funds subject to,
without limitation, the requirements of Sections 15(c) and 36(b) of the
Act.\8\ The Subadvisers, subject to the oversight of the Advisers and
the Board, will determine the securities and other investments to be
purchased, sold or entered into by a Subadvised Fund's portfolio or a
portion thereof, and will place orders with brokers or dealers that
they select.\9\
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    \7\ Applicants represent that if the name of any Subadvised Fund
contains the name of a subadviser, the name of the Adviser that
serves as the primary adviser to the Fund, or a trademark or trade
name that is owned by or publicly used to identify the Adviser, will
precede the name of the subadviser.
    \8\ The Subadvisers will be registered with the Commission as an
investment adviser under the Advisers Act or not subject to such
registration.
    \9\ A ``Subadviser'' also includes an investment subadviser that
will provide the Advisers with a model portfolio reflecting a
specific strategy, style or focus with respect to the investment of
all or a portion of a Subadvised Fund's assets. The Advisers may use
the model portfolio to determine the securities and other
instruments to be purchased, sold or entered into by a Subadvised
Fund's portfolio or a portion thereof, and place orders with brokers
or dealers that it selects.
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    6. The Subadvisory Agreements will be approved by the Board,
including a majority of the Independent Trustees, in accordance with
sections 15(a) and 15(c) of the Act. In addition, the terms of each
Subadvisory Agreement will comply fully with the requirements of
section 15(a) of the Act. The Advisers may compensate the Subadvisers
or the Subadvised Funds may compensate the Subadvisers directly.
    7. Subadvised Funds will inform shareholders of the hiring of a new
Subadviser pursuant to the following procedures (``Modified Notice and
Access Procedures''): (a) Within 90 days after a new Subadviser is
hired for any Subadvised Fund, that Fund will send its shareholders
either a Multi-manager Notice or a Multi-manager Notice and Multi-
manager Information Statement; \10\ and (b) the Subadvised Fund will
make the Multi-manager Information Statement available on the website
identified in the Multi-manager Notice no later than when the Multi-
manager Notice (or Multi-manager Notice and Multi-manager Information
Statement) is first sent to shareholders, and will maintain it on that
website for at least 90 days.\11\
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    \10\ A ``Multi-manager Notice'' will be modeled on a Notice of
internet Availability as defined in Rule 14a-16 under the 1934 Act,
and specifically will, among other things: (a) Summarize the
relevant information regarding the new Subadviser (except as
modified to permit Aggregate Fee Disclosure); (b) inform
shareholders that the Multi-manager Information Statement is
available on a website; (c) provide the website address; (d) state
the time period during which the Multi-manager Information Statement
will remain available on that website; (e) provide instructions for
accessing and printing the Multi-manager Information Statement; and
(f) instruct the shareholder that a paper or email copy of the
Multi-manager Information Statement may be obtained, without charge,
by contacting the Subadvised Fund. A ``Multi-manager Information
Statement'' will meet the requirements of Regulation 14C, Schedule
14C and Item 22 of Schedule 14A under the 1934 Act for an
information statement, except as modified by the requested order to
permit Aggregate Fee Disclosure. Multi-manager Information
Statements will be filed with the Commission via the EDGAR system.
    \11\ In addition, Applicants represent that whenever a
Subadviser is hired or terminated, or a Subadvisory Agreement is
materially amended, the Subadvised Fund's prospectus and statement
of additional information will be supplemented promptly pursuant to
rule 497(e) under the Securities Act of 1933.
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III. Applicable Law

    8. Section 15(a) of the Act states, in part, that it is unlawful
for any person to act as an investment adviser to a registered
investment company ``except pursuant to a written contract, which
contract, whether with such registered company or with an investment
adviser of such registered company, has been approved by the vote of a
majority of the outstanding voting securities of such registered
company.''
    9. Form N-1A is the registration statement used by open-end
investment companies. Item 19(a)(3) of Form N-1A requires a registered
investment company to disclose in its statement of additional
information the method of computing the ``advisory fee payable'' by the
investment company with respect to each investment adviser, including
the total dollar amounts that the investment company ``paid to the
adviser (aggregated with amounts paid to affiliated advisers, if any),
and any advisers who are not affiliated persons of the adviser, under
the investment advisory contract for the last three fiscal years.''
    10. Rule 20a-1 under the Act requires proxies solicited with
respect to a registered investment company to comply with Schedule 14A
under the 1934 Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and
22(c)(9) of Schedule 14A, taken together, require a proxy statement for
a shareholder meeting at which the advisory contract will be voted upon
to include the ``rate of compensation of the investment adviser,'' the
``aggregate amount of the investment adviser's fee,'' a description of
the ``terms of the contract to be acted upon,'' and, if a change in the
advisory fee is proposed, the existing and proposed fees and the
difference between the two fees.
    11. Regulation S-X sets forth the requirements for financial
statements required to be included as part of a registered investment
company's registration statement and shareholder reports filed with the
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require
a registered investment company to include in its financial statements
information about investment advisory fees.
    12. 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 exemption is necessary or appropriate in
the public interest and consistent with the protection of investors and
the purposes fairly intended by the policy and provisions of the Act.
Applicants state that the requested relief meets this standard for the
reasons discussed below.

IV. Arguments in Support of the Requested Relief

    13. Applicants assert that, from the perspective of the
shareholder, the role of the Subadvisers is substantially equivalent to
the limited role of the individual portfolio managers employed by an
investment adviser to a traditional investment company. Applicants also
assert that the shareholders expect the Advisers, subject to review and
approval of the Board, to select a Subadviser who is in the best
position to achieve the Subadvised Fund's investment objective.
Applicants believe that permitting the Advisers to perform the duties
for which the shareholders of the Subadvised Fund are paying the
Advisers--the selection, oversight and evaluation of the Subadviser--
without incurring unnecessary delays or expenses of convening special
meetings of shareholders is appropriate and in the interest of the
Fund's shareholders, and will allow such Fund to operate more
efficiently. Applicants state that each Investment Advisory Agreement
will continue to be fully subject to section

15(a) of the Act and approved by the relevant Board, including a
majority of the Independent Trustees, in the manner required by section
15(a) and 15(c) of the Act.
    14. Applicants submit that the requested relief meets the standards
for relief under section 6(c) of the Act. Applicants state that the
operation of the Subadvised Fund in the manner described in the
Application must be approved by shareholders of that Fund before it may
rely on the requested relief. Applicants also state that the proposed
conditions to the requested relief are designed to address any
potential conflicts of interest or economic incentives, and provide
that shareholders are informed when new Subadvisers are hired.
    15. Applicants contend that, in the circumstances described in the
application, a proxy solicitation to approve the appointment of new
Subadvisers provides no more meaningful information to shareholders
than the proposed Multi-manager Information Statement. Applicants state
that, accordingly, they believe the requested relief is necessary or
appropriate in the public interest, and consistent with the protection
of investors and the purposes fairly intended by the policy and
provisions of the Act.
    16. With respect to the relief permitting Aggregate Fee Disclosure,
Applicants assert that disclosure of the individual fees paid to the
Subadvisers does not serve any meaningful purpose. Applicants contend
that the primary reasons for requiring disclosure of individual fees
paid to Subadvisers are to inform shareholders of expenses to be
charged by a particular Subadvised Fund and to enable shareholders to
compare the fees to those of other comparable investment companies.
Applicants believe that the requested relief satisfies these objectives
because the Subadvised Fund's overall advisory fee will be fully
disclosed and, therefore, shareholders will know what the Subadvised
Fund's fees and expenses are and will be able to compare the advisory
fees a Subadvised Fund is charged to those of other investment
companies. In addition, Applicants assert that the requested relief
would benefit shareholders of the Subadvised Fund because it would
improve the Advisers' ability to negotiate the fees paid to
Subadvisers. In particular, Applicants state that if the Advisers are
not required to disclose the Subadvisers' fees to the public, the
Advisers may be able to negotiate rates that are below a Subadviser's
``posted'' amounts. Applicants assert that the relief will also
encourage Subadvisers to negotiate lower subadvisory fees with the
Advisers if the lower fees are not required to be made public.

V. Relief for Affiliated Subadvisers

    17. The Commission has granted the requested relief with respect to
Wholly-Owned and Non-Affiliated Subadvisers through numerous exemptive
orders. The Commission also has extended the requested relief to
Affiliated Subadvisers.\12\ Applicants state that although the
Advisers' judgment in recommending a Subadviser can be affected by
certain conflicts, they do not warrant denying the extension of the
requested relief to Affiliated Subadvisers. Specifically, the Advisers
face those conflicts in allocating fund assets between itself and a
Subadviser, and across Subadvisers, as it has an interest in
considering the benefit it will receive, directly or indirectly, from
the fee the Subadvised Fund pays for the management of those assets.
Applicants also state that to the extent the Advisers have a conflict
of interest with respect to the selection of an Affiliated Subadviser,
the proposed conditions are protective of shareholder interests by
ensuring the Board's independence and providing the Board with the
appropriate resources and information to monitor and address conflicts.
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    \12\ Carillon Series Trust, et al., Investment Co. Act Rel. Nos.
33464 (May 2, 2019) (notice) and 33494 (May 29, 2019) (order).
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    18. With respect to the relief permitting Aggregate Fee Disclosure,
Applicants assert that it is appropriate to disclose only aggregate
fees paid to Affiliated Subadvisers for the same reasons that similar
relief has been granted previously with respect to Wholly-Owned and
Non-Affiliated Subadvisers.

VI. Applicants' Conditions

    Applicants agree that any order granting the requested relief will
be subject to the following conditions:
    1. Before a Subadvised Fund may rely on the order requested in the
Application, the operation of the Subadvised Fund in the manner
described in the Application will be, or has been, approved by a
majority of the Subadvised Fund's outstanding voting securities as
defined in the Act, or, in the case of a Subadvised Fund whose public
shareholders purchase shares on the basis of a prospectus containing
the disclosure contemplated by condition 2 below, by the initial
shareholder before such Subadvised Fund's shares are offered to the
public.
    2. The prospectus for each Subadvised Fund will disclose the
existence, substance and effect of any order granted pursuant to the
Application. In addition, each Subadvised Fund will hold itself out to
the public as employing the multi-manager structure described in the
Application. The prospectus will prominently disclose that the Advisers
have the ultimate responsibility, subject to oversight by the Board, to
oversee the Subadvisers and recommend their hiring, termination, and
replacement.
    3. The Advisers will provide general management services to each
Subadvised Fund, including overall supervisory responsibility for the
general management and investment of the Subadvised Fund's assets, and
subject to review and oversight of the Board, will (i) set the
Subadvised Fund's overall investment strategies, (ii) evaluate, select,
and recommend Subadvisers for all or a portion of the Subadvised Fund's
assets, (iii) allocate and, when appropriate, reallocate the Subadvised
Fund's assets among Subadvisers, (iv) monitor and evaluate the
Subadvisers' performance, and (v) implement procedures reasonably
designed to ensure that Subadvisers comply with the Subadvised Fund's
investment objective, policies and restrictions.
    4. Subadvised Funds will inform shareholders of the hiring of a new
Subadviser within 90 days after the hiring of the new Subadviser
pursuant to the Modified Notice and Access Procedures.
    5. At all times, at least a majority of the Board will be
Independent Trustees, and the selection and nomination of new or
additional Independent Trustees will be placed within the discretion of
the then-existing Independent Trustees.
    6. Independent Legal Counsel, as defined in Rule 0-1(a)(6) under
the Act, will be engaged to represent the Independent Trustees. The
selection of such counsel will be within the discretion of the then-
existing Independent Trustees.
    7. Whenever a Subadviser is hired or terminated, the Advisers will
provide the Board with information showing the expected impact on the
profitability of the Advisers.
    8. The Board must evaluate any material conflicts that may be
present in a subadvisory arrangement. Specifically, whenever a
subadviser change is proposed for a Subadvised Fund (``Subadviser
Change'') or the Board considers an existing Subadvisory Agreement as
part of its annual review process (``Subadviser Review''):

    (a) The Advisers will provide the Board, to the extent not already
being provided pursuant to section 15(c) of the Act, with all relevant
information concerning:
    (i) any material interest in the proposed new Subadviser, in the
case of a Subadviser Change, or the Subadviser in the case of a
Subadviser Review, held directly or indirectly by the Advisers or a
parent or sister company of the Advisers, and any material impact the
proposed Subadvisory Agreement may have on that interest;
    (ii) any arrangement or understanding in which the Advisers or any
parent or sister company of the Advisers is a participant that (A) may
have had a material effect on the proposed Subadviser Change or
Subadviser Review, or (B) may be materially affected by the proposed
Subadviser Change or Subadviser Review;
    (iii) any material interest in a Subadviser held directly or
indirectly by an officer or Trustee of the Subadvised Fund, or an
officer or board member of the Advisers (other than through a pooled
investment vehicle not controlled by such person); and
    (iv) any other information that may be relevant to the Board in
evaluating any potential material conflicts of interest in the proposed
Subadviser Change or Subadviser Review.
    (b) the Board, including a majority of the Independent Trustees,
will make a separate finding, reflected in the Board minutes, that the
Subadviser Change or continuation after Subadviser Review is in the
best interests of the Subadvised Fund and its shareholders and, based
on the information provided to the Board, does not involve a conflict
of interest from which the Advisers, a Subadviser, any officer or
Trustee of the Subadvised Fund, or any officer or board member of the
Advisers derive an inappropriate advantage.
    9. Each Subadvised Fund will disclose in its registration statement
the Aggregate Fee Disclosure.
    10. In the event that the Commission adopts a rule under the Act
providing substantially similar relief to that in the order requested
in the Application, the requested order will expire on the effective
date of that rule.
    11. Any new Subadvisory Agreement or any amendment to an existing
Investment Advisory Agreement or Subadvisory Agreement that directly or
indirectly results in an increase in the aggregate advisory fee rate
payable by the Subadvised Fund will be submitted to the Subadvised
Fund's shareholders for approval.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-19827 Filed 9-8-20; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: December 29, 2006 (Volume 71, Number 250)]
[Notices]
[Page 78415]
[DOCID:fr29de06-45]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP06-417-002]

Dominion Cove Point LNG, LP; Notice Of Compliance Filing

December 21, 2006.
    Take notice that on December 19, 2006, Dominion Cove Point LNG, LP
(Cove Point) tendered for filing as part of its FERC Gas Tariff,
Original Volume No. 1, the following tariff sheets, to become
effective, after the stipulated five-month suspension period, on
January 1, 2007:

Substitute Seventh Revised Sheet No. 5,
Substitute Seventh Revised Sheet No. 6,
Substitute Sixth Revised Sheet No. 7,
Substitute Seventh Revised Sheet No. 8,
Substitute Seventh Revised Sheet No. 11,
Substitute Third Revised Sheet No. 12.

    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed in accordance with the provisions of
Section 154.210 of the Commission's regulations (18 CFR 154.210).
Anyone filing an intervention or protest must serve a copy of that
document on the Applicant. Anyone filing an intervention or protest on
or before the intervention or protest date need not serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible online at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive email
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
 [FR Doc. E6-22366 Filed 12-28-06; 8:45 am]

BILLING CODE 6717-01-P