80 FR 52071 - The RBB Fund, Inc. and Abbey Capital Limited; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 80, Issue 166 (August 27, 2015)
Federal Register Volume 80, Issue 166 (August 27, 2015)
| Page Range | 52071-52073 | |
| FR Document | 2015-21206 |
[Federal Register Volume 80, Number 166 (Thursday, August 27, 2015)] [Notices] [Pages 52071-52073] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2015-21206] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31766; 812-14372] The RBB Fund, Inc. and Abbey Capital Limited; Notice of Application August 21, 2015. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: 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- [[Page 52072]] 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: The RBB Fund, Inc. (the ``Company''), an open-end management investment company registered under the Act with multiple series, and Abbey Capital Limited, an Irish limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (``Abbey Capital'' or the ``Adviser,'' and, collectively with the Company, the ``Applicants''). Filing Dates: The application was filed October 15, 2014, and amended on March 20, 2015, and June 26, 2015. 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 September 14, 2015, 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: Abbey Capital Limited, 1-2 Cavendish Row, Dublin 1, Ireland; and Michael P. Malloy, Esq., Drinker Biddle & Reath LLP, One Logan Square, Ste. 2000, Philadelphia, PA 19103-6996. FOR FURTHER INFORMATION CONTACT: Parisa Haghshenas, Senior Counsel, at (202) 551-6723, or Holly Hunter-Ceci, Branch Chief, at (202) 551-6869 (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 Web site 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. The Adviser will serve as the investment adviser to each Subadvised Series pursuant to an investment advisory agreement with the Company (the ``Investment Advisory Agreement'').\1\ The Adviser will provide the Subadvised Series with continuous and comprehensive investment management services subject to the supervision of, and policies established by, each Subadvised Series' board of directors (``Board''). The Advisory Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more Sub-Advisers the responsibility to provide the day-to-day portfolio investment management of each Subadvised Series, subject to the supervision and direction of the Adviser.\2\ The primary responsibility for managing the Subadvised Series will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Sub-Advisers, including determining whether a Sub-Adviser should be terminated, at all times subject to the authority of the Board. --------------------------------------------------------------------------- \1\ Applicants request relief with respect to the named Applicants, any future series of the Company and any other existing or future registered open-end management company or series thereof that intends to rely on the requested order in the future and that: (a) Is advised by Abbey Capital or its successor or by any entity controlling, controlled by, or under common control with Abbey Capital or its successor (included in the term ``Adviser''); (b) uses the multi-manager structure described in the application; and (c) complies with the terms and conditions of the application (any such series, a ''Subadvised 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 Series is (1) an indirect or direct ``wholly owned subsidiary'' (as such term is defined in the Act) of the Adviser for that Series, or (2) a sister company of the Adviser for that Series that is an indirect or direct ``wholly-owned subsidiary'' (as such term is defined in Section 2(a)(43) of the Act) 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) an investment sub-adviser for that Series that is not an ``affiliated person'' (as such term is defined in Section 2(a)(3) of the Act) of the Series or the Adviser, except to the extent that an affiliation arises solely because the sub-adviser serves as a sub-adviser to one or more Series (each a ``Non-Affiliated Sub-Adviser'' and collectively, the ``Non-Affiliated Sub-Advisers'') . --------------------------------------------------------------------------- 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire a Non-Affiliated Sub-Adviser or a Wholly- Owned Sub-Adviser, pursuant to Sub-Advisory Agreements and materially amend Sub-Advisory Agreements with Non-Affiliated Sub-Advisers and Wholly-Owned Sub-Advisers 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 Subadvised Series to disclose (as both a dollar amount and a percentage of the Subadvised Series' net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Sub- Advisers; (b) the aggregate fees paid to Non-Affiliated Sub-Advisers, and (c) the fee paid to each Affiliated Sub-Adviser (collectively, ``Aggregate Fee Disclosure''). --------------------------------------------------------------------------- \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 Subadvised Series, the Company or of the Adviser, other than by reason of serving as a sub-adviser to one or more of the Subadvised Series (``Affiliated Sub-Adviser''). --------------------------------------------------------------------------- 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 Subadvised Series' shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of the Subadvised 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 Advisory 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 Subadvised 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 Subadvised Series. [[Page 52073]] For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2015-21206 Filed 8-26-15; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 80, No. 166 / Thursday, August 27, 2015 / Notices 52071
offense, and referral to CFE’s Business B. Self-Regulatory Organization’s Commission process and review your
Conduct Committee for subsequent Statement on Burden on Competition comments more efficiently, please use
offenses (all as measured over any CFE does not believe that the only one method. The Commission will
twelve month rolling period). proposed rule change will impose any post all comments on the Commission’s
Third, CFE is further revising the burden on competition not necessary or Internet Web site (http://www.sec.gov/
reportable volume provision in CFE appropriate in furtherance of the rules/sro.shtml). Copies of the
Rule 1602(n)(ii) that is included in purposes of the Act, in that the rule submission, all subsequent
CFE’s contract specification rule chapter change enhances CFE’s market amendments, all written statements
for Individual Stock Based and surveillance program. The Exchange with respect to the proposed rule
Exchange-Traded Fund Based Volatility believes that the proposed rule change change that are filed with the
Index security futures to make clear that is equitable and not unfairly Commission, and all written
this provision is referencing the discriminatory because the amendments communications relating to the
reportable trading volume in one of would apply equally to all TPHs and proposed rule change between the
those products that triggers the non-TPHs that are subject to the Commission and any person, other than
requirement to report a volume applicable requirements. those that may be withheld from the
threshold account to the CFTC. public in accordance with the
The Amendment also includes some C. Self-Regulatory Organization’s provisions of 5 U.S.C. 552, will be
minor, non-substantive wording Statement on Comments on the available for Web site viewing and
changes, such as to delete a reference in Proposed Rule Change Received From printing in the Commission’s Public
Rule 412B(b) to CFTC Form 102S which Members, Participants, or Others Reference Room, 100 F Street NE.,
is not applicable with respect to CFE No written comments were solicited Washington, DC 20549, on official
products. or received with respect to the proposed business days between the hours of
2. Statutory Basis rule change. 10:00 a.m. and 3:00 p.m. Copies of such
filing also will be available for
The Exchange believes that the III. Date of Effectiveness of the
inspection and copying at the principal
proposed rule change is consistent with Proposed Rule Change and Timing for
office of the Exchange. All comments
Section 6(b) of the Act,6 in general, and Commission Action
received will be posted without change;
furthers the objectives of Sections The proposed rule change will the Commission does not edit personal
6(b)(5) 7 and 6(b)(7) 8 in particular in become effective on or after September identifying information from
that it is designed: 30, 2015, on a date to be announced by submissions. You should submit only
• To prevent fraudulent and the Exchange through the issuance of a information that you wish to make
manipulative acts and practices, circular. At any time within 60 days of available publicly. All submissions
• to promote just and equitable the date of effectiveness of the proposed should refer to File Number SR–CFE–
principles of trade, rule change, the Commission, after 2015–006, and should be submitted on
• to foster cooperation and consultation with the CFTC, may or before September 17, 2015.
coordination with persons engaged in summarily abrogate the proposed rule
facilitating transactions in securities, For the Commission, by the Division of
change and require that the proposed
• to remove impediments to and rule change be refiled in accordance
Trading and Markets, pursuant to delegated
perfect the mechanism of a free and authority.10
with the provisions of Section 19(b)(1) Robert W. Errett,
open market and a national market of the Act.9
system, and in general, to protect Deputy Secretary.
investors and the public interest. IV. Solicitation of Comments [FR Doc. 2015–21209 Filed 8–26–15; 8:45 am]
The Exchange believes that the Interested persons are invited to BILLING CODE 8011–01–P
proposed rule change will strengthen its submit written data, views, and
ability to carry out its responsibilities as arguments concerning the foregoing,
a self-regulatory organization. CFE including whether the proposed rule SECURITIES AND EXCHANGE
needs to receive the same information change is consistent with the Act. COMMISSION
relating to reportable positions in CFE Comments may be submitted by any of [Investment Company Act Release No.
contracts from TPHs and non-TPHs that the following methods: 31766; 812–14372]
is required to be reported to the CFTC,
as well as the information that TPHs Electronic Comments The RBB Fund, Inc. and Abbey Capital
and non-TPHs provide to the CFTC • Use the Commission’s Internet Limited; Notice of Application
under the new OCR Rule, in order to comment form (http://www.sec.gov/
carry out CFE’s market surveillance rules/sro.shtml); or August 21, 2015.
program. The proposed rule change • Send an email to rule-comments@ AGENCY: Securities and Exchange
facilitates CFE’s ability to receive this sec.gov. Please include File Number SR– Commission (‘‘Commission’’).
information in a form and manner that CFE–2015–006 on the subject line. ACTION: Notice of an application under
will allow its seamless integration into section 6(c) of the Investment Company
Paper Comments Act of 1940 (‘‘Act’’) for an exemption
the market surveillance program and
systems utilized by CFE and its • Send paper comments in triplicate from section 15(a) of the Act and rule
regulatory services provider by making to Secretary, Securities and Exchange 18f–2 under the Act, as well as from
explicit that TPHs and non-TPHs are Commission, 100 F Street NE., certain disclosure requirements in rule
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required to provide this information to Washington, DC 20549–1090. 20a–1 under the Act, Item 19(a)(3) of
CFE in a form and manner prescribed by All submissions should refer to File Form N–1A, Items 22(c)(1)(ii),
the Exchange. Number SR–CFE–2015–006. This file 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
number should be included on the Schedule 14A under the Securities
6 15 U.S.C. 78f(b). subject line if email is used. To help the Exchange Act of 1934, and Sections 6–
7 15 U.S.C. 78f(b)(5).
8 15 U.S.C. 78f(b)(7). 9 15 U.S.C. 78s(b)(1). 10 17 CFR 200.30–3(a)(73).
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![Federal Register / Vol. 80, No. 166 / Thursday, August 27, 2015 / Notices 52073
For the Commission, by the Division of proposed rule change. The text of these charged for member proprietary options
Investment Management, under delegated statements may be examined at the transactions because members incur the
authority. places specified in Item IV below. The costs of owning memberships and
Robert W. Errett, Exchange has prepared summaries, set through their memberships are charged
Deputy Secretary. forth in sections A, B, and C below, of transaction fees, dues and other fees that
[FR Doc. 2015–21206 Filed 8–26–15; 8:45 am] the most significant aspects of such are not applicable to non-members. The
BILLING CODE 8011–01–P statements. dues and fees paid by members go into
A. Self-Regulatory Organization’s the general funds of the Exchange, a
Statement of the Purpose of, and portion of which is used to help pay the
SECURITIES AND EXCHANGE costs of regulation. The ORF is collected
Statutory Basis for, the Proposed Rule
COMMISSION indirectly from members through their
Change
[Release No. 34–75749; File No. SR–Phlx– clearing firms by OCC on behalf of the
2015–71]
1. Purpose Exchange.
The purpose of the proposed rule The ORF is designed to recover a
Self-Regulatory Organizations; change is to: (1) Decrease the ORF from portion of the costs to the Exchange of
NASDAQ OMX PHLX LLC; Notice of $0.0045 per to $0.0035 as of September the supervision and regulation of its
Filing and Immediate Effectiveness of 1, 2015 and increase the ORF from members, including performing routine
Proposed Rule Change To Amend the $0.0035 to $0.0040 as of February 1, surveillances, investigations,
Options Regulatory Fee 2016 to account for additional fine examinations, financial monitoring, and
revenue, cost reductions and to balance policy, rulemaking, interpretive, and
August 21, 2015. enforcement activities. The Exchange
the Exchange’s regulatory revenue
Pursuant to Section 19(b)(1) of the against the anticipated costs and believes that revenue generated from the
Securities Exchange Act of 1934 potential fines; and (2) remove the ORF, when combined with all of the
(‘‘Act’’),1 and Rule 19b–4 thereunder,2 requirement that the ORF may only be Exchange’s other regulatory fees, will
notice is hereby given that, on August modified semi-annually. cover a material portion, but not all, of
17, 2015, NASDAQ OMX PHLX LLC the Exchange’s regulatory costs. The
(‘‘Phlx’’ or ‘‘Exchange’’) filed with the Background Exchange will continue to monitor the
Securities and Exchange Commission The ORF is assessed to each member amount of revenue collected from the
(‘‘SEC’’ or ‘‘Commission’’) the proposed for all options transactions executed or ORF to ensure that it, in combination
rule change as described in Items I, II, cleared by the member that are cleared with its other regulatory fees and fines,
and III, below, which Items have been at The Options Clearing Corporation do not exceed regulatory costs. If the
prepared by the Exchange. The (‘‘OCC’’) in the Customer range (i.e., that Exchange determines regulatory
Commission is publishing this notice to clear in the Customer account of the revenues exceed regulatory costs, the
solicit comments on the proposed rule member’s clearing firm at OCC). The Exchange will adjust the ORF by
change from interested persons. Exchange monitors the amount of submitting a fee change filing to the
I. Self-Regulatory Organization’s revenue collected from the ORF to Commission.
Statement of the Terms of Substance of ensure that it, in combination with other
regulatory fees and fines, does not ORF Adjustments
the Proposed Rule Change
exceed regulatory costs. The ORF is The Exchange is proposing to
The Exchange proposes to make imposed upon all transactions executed decrease the ORF from $0.0045 to
adjustments to its Options Regulatory by a member, even if such transactions $0.0035 as of September 1, 2015 and
Fee (‘‘ORF’’) by amending Section IV, do not take place on the Exchange.3 The increase the ORF from $0.0035 to
Part D of the Pricing Schedule. ORF also includes options transactions $0.0040 as of February 1, 2016 in order
While changes to the Pricing that are not executed by an Exchange to account for regulatory revenue from
Schedule pursuant to this proposal are member but are ultimately cleared by an disciplinary actions taken by the
effective upon filing, the Exchange has Exchange member.4 The ORF is not Exchange. The Exchange regularly
designated these changes to be operative reviews its ORF to ensure that the ORF,
September 1, 2015 and February 1, 3 The ORF applies to all ‘‘C’’ account origin code
in combination with its other regulatory
2016, as noted herein. orders executed by a member on the Exchange.
fees and fines, do not exceed regulatory
The text of the proposed rule change Exchange Rules require each member to record the
appropriate account origin code on all orders at the costs. The Exchange believes that
is available on the Exchange’s Web site time of entry in order to allow the Exchange to decreasing the ORF by $0.0010 from
at http:// properly prioritize and route orders and assess September 1, 2015 through January 31,
nasdaqomxphlx.cchwallstreet.com/, at transaction fees pursuant to the Rules of the
Exchange and report resulting transactions to OCC. 2016 and then adjusting the ORF as of
the principal office of the Exchange, and See Exchange Rule 1063, Responsibilities of Floor February 1, 2016 to $.0040 (a $0.0005
at the Commission’s Public Reference Brokers, and Options Floor Procedure Advice F–4, reduction from the current rates), will
Room. Orders Executed as Spreads, Straddles, permit the Exchange to cover a material
Combinations or Synthetics and Other Order Ticket
II. Self-Regulatory Organization’s Marking Requirements. The Exchange represents portion of its regulatory costs, while not
Statement of the Purpose of, and that it has surveillances in place to verify that exceeding regulatory costs.
members mark orders with the correct account
Statutory Basis for, the Proposed Rule origin code. Semi-Annual Changes to ORF
Change 4 In the case where one member both executes a
transaction and clears the transaction, the ORF is
The Exchange previously filed a rule
In its filing with the Commission, the
rmajette on DSK2VPTVN1PROD with NOTICES
assessed to the member only once on the execution. change to Section IV, Part D of the
Exchange included statements In the case where one member executes a Pricing Schedule to specify the
concerning the purpose of and basis for transaction and a different member clears the frequency with which the Exchange
the proposed rule change and discussed transaction, the ORF is assessed only to the member
may change the ORF.5 At that time, the
any comments it received on the who executes the transaction and is not assessed to
the member who clears the transaction. In the case
where a non-member executes a transaction and a 5 See Securities Release No. 71569 (February 19,
1 15 U.S.C. 78s(b)(1). member clears the transaction, the ORF is assessed 2014), 79 FR 10593 (February 25, 2014) (SR–Phlx–
2 17 CFR 240.19b–4. to the member who clears the transaction. 2014–12).
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Document Created: 2015-12-15 10:52:50
Document Modified: 2015-12-15 10:52:50
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | 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. | |
| Dates | The application was filed October 15, 2014, and amended on March 20, 2015, and June 26, 2015. | |
| Contact | Parisa Haghshenas, Senior Counsel, at (202) 551-6723, or Holly Hunter-Ceci, Branch Chief, at (202) 551-6869 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 80 FR 52071 |
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