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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices order granted pursuant to the Application. In addition, each Subadvised Fund will hold itself out to the public as employing the multimanager structure described in the Application. The prospectus will prominently disclose that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee the Subadvisers and recommend their hiring, termination, and replacement.
3. The Adviser will provide general management services to each Subadvised Fund, including overall supervisory responsibility for the general management and investment of the Subadvised Funds assets, and subject to review and oversight of the Board, will i set the Subadvised Funds overall investment strategies, ii evaluate, select, and recommend Subadvisers for all or a portion of the Subadvised Funds assets, iii allocate and, when appropriate, reallocate the Subadvised Funds assets among Subadvisers, iv monitor and evaluate the Subadvisers performance, and v implement procedures reasonably designed to ensure that Subadvisers comply with the Subadvised Funds 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 01a6 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 Adviser will provide the Board with information showing the expected impact on the profitability of the Adviser.
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 Adviser will provide the Board, to the extent not already being provided pursuant to section 15c of
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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 Adviser or a parent or sister company of the Adviser, and any material impact the proposed Subadvisory Agreement may have on that interest;
ii any arrangement or understanding in which the Adviser or any parent or sister company of the Adviser 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 Adviser 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 Adviser, a Subadviser, any officer or Trustee of the Subadvised Fund, or any officer or board member of the Adviser derives 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 Funds shareholders for approval.

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For the Commission, by the Division of Investment Management, under delegated authority.
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202119289 Filed 9721; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3492847; File No. SRLTSE
202105

Self-Regulatory Organizations; LongTerm Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Eliminate LTSE Rule 11.420 Order Audit Trail System OATS Requirements September 1, 2021.

Pursuant to Section 19b1 of the Securities Exchange Act of 1934
Act,1 and Rule 19b4 thereunder,2
notice is hereby given that on August 30, 2021, Long-Term Stock Exchange, Inc. LTSE or the Exchange filed with the Securities and Exchange Commission Commission the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule from interested persons.
I. Self-Regulatory Organizations Statement of the Terms of Substance of the Proposed Rule Change LTSE proposes to eliminate LTSE
Rule 11.420 Order Audit Trail System OATS Requirements to reflect that as of September 1, 2021, the Financial Industry Regulatory Authority, Inc.
FINRA will have retired OATS, and Industry Members will be effectively reporting to the consolidated audit trail CAT adopted pursuant to the National Market System Plan Governing the Consolidated Audit Trail the CAT
NMS Plan or Plan.3 LTSE has filed the proposed rule change pursuant to Section 19b3A of the Act,4 and Rule 19b4f6 thereunder,5 which renders the proposed rule change effective upon filing with the Commission.
1 15

U.S.C. 78sb1.
CFR 240.19b4.
3 Unless otherwise specified, capitalized terms used in this rule filing are defined as set forth herein, or in LTSE CAT Compliance Rules LTSE
Rule Series 11.600 or in the CAT NMS Plan.
4 15 U.S.C. 78sb3A.
5 17 CFR 240.19b4f6.
2 17

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