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Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 05 under the Act, hearing requests should state the nature of the writers 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 Commissions Secretary.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. Applicants:
Thaddeus Leszczynski, Uncommon Investment Funds Trust, by email:
tlesc@csacompliance.com with a copy to agoldberg@stradley.com.
FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, Senior Counsel, at 202 5516879, or Lisa Reid Ragen, Branch Chief, at 202 5516825
Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commissions 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
5518090.

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I. Requested Exemptive Relief 1. Applicants request an order to permit the Adviser,1 subject to the approval of the board of trustees of the Trust collectively, the Board,2
including a majority of the trustees who are not interested persons of the Trust or the Adviser, as defined in section 2a19 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.
2. Applicants also request an order exempting the Subadvised Funds as defined below from the Disclosure Requirements, which require each Fund 1 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 that serves as the primary adviser to a Subadvised Fund. For the purposes of the requested order, successor is limited to an entity or entities that result from a reorganization into another jurisdiction or a change in the type of business organization. Any other 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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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 Funds net assets: i The aggregate fees paid to the Adviser 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
3. Applicants request that the relief apply to Applicants, as well as to any other existing or future registered openend 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
II. Management of the Subadvised Funds 4. The Adviser serves or will serve as the investment adviser to each Subadvised Fund pursuant to an investment advisory agreement with the Fund each an Investment Advisory Agreement. 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 Subadvised Fund in the manner required by sections 15a and 15c of the Act. The terms of these Investment Advisory Agreements comply or will comply with section 15a of the Act. Applicants are not seeking an exemption from the Act 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 Advisers 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 2a3 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 6072a, b and c of Regulation SX
will be disclosed.
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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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 Adviser receives or will receive an investment advisory fee from that Fund as specified in the applicable Investment Advisory Agreement.
5. Consistent with the terms of each Investment Advisory Agreement, the Adviser 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 Adviser 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 Funds assets to any given Subadviser and reallocating those assets as necessary from time to time.6
The Subadvisers will be investment advisers to the Subadvised Funds within the meaning of Section 2a20
of the Act and will provide investment management services to the Funds subject to, without limitation, the requirements of Sections 15c and 36b of the Act.7 The Subadvisers, subject to the oversight of the Adviser and the Board, will determine the securities and other investments to be purchased, sold or entered into by a Subadvised Funds portfolio or a portion thereof, and will place orders with brokers or dealers that they select.8
6. The Subadvisory Agreements will be approved by the Board, including a majority of the Independent Trustees, in accordance with sections 15a and 15c 6 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.
7 The Subadvisers will be registered with the Commission as an investment adviser under the Advisers Act or not subject to such registration.
8 A Subadviser also includes an investment subadviser that will provide the Adviser with a model portfolio reflecting a specific strategy, style or focus with respect to the investment of all or a portion of a Subadvised Funds assets. The Adviser may use the model portfolio to determine the securities and other instruments to be purchased, sold or entered into by a Subadvised Funds portfolio or a portion thereof, and place orders with brokers or dealers that it selects.

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