81 FR 52490 - Managed Portfolio Series and Port Street Investments, LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 152 (August 8, 2016)

Page Range		52490-52491
FR Document		2016-18683

Federal Register, Volume 81 Issue 152 (Monday, August 8, 2016)

[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52490-52491]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18683]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32201; 812-14585]


Managed Portfolio Series and Port Street Investments, LLC; Notice 
of Application

August 2, 2016.
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-
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 subadvisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the subadvisers.

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Applicants:  Managed Portfolio Series (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Port Street Investments, LLC (the ``Initial 
Adviser''), a California limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940, on behalf 
of each series of the Trust that is a Fund (as defined below) 
(collectively, with the Trust and the Initial Adviser, the 
``Applicants'').

DATES:  Filing Dates: The application was filed on December 8, 2015 and 
amended on May 3, 2016.

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 August 29, 2016, 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: Jeanine M. Bajczyk, 
Esq., Managed Portfolio Series, 615 East Michigan Street, Milwaukee, WI 
53202; Graham B. Pierce, Port Street Investments, LLC, 24 Corporate 
Plaza, Suite 150, Newport Beach, CA 92660.

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, at 
(202) 551-6876, or Mary Kay Frech, Branch Chief, at (202) 551-6814 
(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.

[[Page 52491]]

Summary of the Application

    1. The Adviser will serve as the investment adviser to the Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\1\ The Adviser will provide the Funds with 
continuous and comprehensive investment management services, subject to 
the supervision of, and policies established by, each Fund's board of 
trustees (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more 
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 future series 
of the Trust and other existing or future registered open-end 
management company or series thereof that: (a) is advised by the 
Initial Adviser, or any person controlling, controlled by or under 
common control with the Initial Adviser or its successor (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 and materially amend existing Subadvisory Agreements without 
obtaining the shareholder approval required under section 15(a) of the 
Act and rule 18f-2 under the Act.\2\ Applicants also seek an exemption 
from the Disclosure Requirements to permit a Fund to disclose (as both 
a dollar amount and a percentage of the Fund's net assets): (a) The 
aggregate fees paid to the Adviser and any Affiliated Subadviser; and 
(b) the aggregate fees paid to Subadvisers other than Affiliated 
Subadvisers (collectively, ``Aggregate Fee Disclosure''). For any Fund 
that employs an Affiliated Subadviser, the Fund will provide separate 
disclosure of any fees paid to the Affiliated Subadviser.
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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 or the Adviser, other than by reason of serving as a 
subadviser to one or more of the Funds, or as an adviser or 
subadviser to any series of the Trust other than the Funds 
(``Affiliated Subadviser'').
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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. 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 Subadvisers that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18683 Filed 8-5-16; 8:45 am]
 BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices 52491

Summary of the Application separate disclosure of any fees paid to ‘‘Act’’),1 and Rule 19b–4 thereunder,2
1. The Adviser will serve as the the Affiliated Subadviser. notice is hereby given that on July 25,
investment adviser to the Funds 3. Applicants agree that any order 2016, Bats EDGA Exchange, Inc. (the
pursuant to an investment advisory granting the requested relief will be ‘‘Exchange’’ or ‘‘EDGA’’) filed with the
agreement with the Trust (the ‘‘Advisory subject to the terms and conditions Securities and Exchange Commission
Agreement’’).1 The Adviser will provide stated in the application. Such terms (‘‘Commission’’) the proposed rule
the Funds with continuous and and conditions provide for, among other change as described in Items I, II, and
comprehensive investment management safeguards, appropriate disclosure to III below, which Items have been
services, subject to the supervision of, Fund shareholders and notification prepared by the Exchange. The
and policies established by, each Fund’s about subadvisory changes and Exchange has designated this proposal
board of trustees (‘‘Board’’). The enhanced Board oversight to protect the as a ‘‘non-controversial’’ proposed rule
Advisory Agreement permits the interests of the Funds’ shareholders. change pursuant to Section 19(b)(3)(A)
Adviser, subject to the approval of the of the Act 3 and Rule 19b–4(f)(6)(iii)
4. Section 6(c) of the Act provides that thereunder,4 which renders it effective
Board, to delegate to one or more the Commission may exempt any
subadvisers (each, a ‘‘Subadviser’’ and upon filing with the Commission. The
person, security, or transaction or any Commission is publishing this notice to
collectively, the ‘‘Subadvisers’’) the class or classes of persons, securities, or
responsibility to provide the day-to-day solicit comments on the proposed rule
transactions from any provisions of the change from interested persons.
portfolio investment management of Act, or any rule thereunder, if such
each Fund, subject to the supervision relief is necessary or appropriate in the I. Self-Regulatory Organization’s
and direction of the Adviser. The public interest and consistent with the Statement of the Terms of Substance of
primary responsibility for managing the protection of investors and purposes the Proposed Rule Change
Funds will remain vested in the fairly intended by the policy and The Exchange filed a proposal to
Adviser. The Adviser will hire, provisions of the Act. Applicants reflect the dissolution of one of the
evaluate, allocate assets to and oversee believe that the requested relief meets Exchange’s intermediate holding
the Subadvisers, including determining this standard because, as further companies, Direct Edge Holdings LLC
whether a Subadviser should be explained in the application, the (‘‘DEH’’), on December 31, 2015, by: (i)
terminated, at all times subject to the Advisory Agreements will remain Amending the bylaws of the Exchange’s
authority of the Board. subject to shareholder approval while ultimate parent company, Bats Global
2. Applicants request an exemption to the role of the Subadvisers is Markets, Inc. (the ‘‘Corporation’’), to
permit the Adviser, subject to Board substantially similar to that of remove reference to DEH, as well as Bats
approval, to hire certain Subadvisers individual portfolio managers, so that Global Markets Holdings, an
pursuant to Subadvisory Agreements requiring shareholder approval of intermediate holding company wholly
and materially amend existing Subadvisory Agreements would impose owned by the Corporation (‘‘BGMH’’),
Subadvisory Agreements without unnecessary delays and expenses on the (ii) amending the bylaws of the
obtaining the shareholder approval Funds. Applicants believe that the Exchange to remove reference to DEH,
required under section 15(a) of the Act requested relief from the Disclosure (iii) deleting the DEH certificate of
and rule 18f–2 under the Act.2 Requirements meets this standard formation and operating agreement from
Applicants also seek an exemption from because it will improve the Adviser’s the Exchange’s rules, and (iv) amending
the Disclosure Requirements to permit a ability to negotiate fees paid to the the operating agreement of the
Fund to disclose (as both a dollar Subadvisers that are more advantageous Exchange’s sole stockholder, Direct
amount and a percentage of the Fund’s for the Funds. Edge LLC (‘‘DE LLC’’), to reflect that DE
net assets): (a) The aggregate fees paid LLC’s sole member is the Corporation
For the Commission, by the Division of
to the Adviser and any Affiliated rather than DEH and to make other
Investment Management, under delegated
Subadviser; and (b) the aggregate fees authority. related changes.
paid to Subadvisers other than The text of the proposed rule change
Robert W. Errett,
Affiliated Subadvisers (collectively, is available at the Exchange’s Web site
Deputy Secretary.
‘‘Aggregate Fee Disclosure’’). For any at www.batstrading.com, at the
Fund that employs an Affiliated [FR Doc. 2016–18683 Filed 8–5–16; 8:45 am]
principal office of the Exchange, and at
Subadviser, the Fund will provide BILLING CODE 8011–01–P
the Commission’s Public Reference
1 Applicants request relief with respect to any
Room.
future series of the Trust and other existing or SECURITIES AND EXCHANGE II. Self-Regulatory Organization’s
future registered open-end management company or COMMISSION Statement of the Purpose of, and
series thereof that: (a) is advised by the Initial
Adviser, or any person controlling, controlled by or Statutory Basis for, the Proposed Rule
under common control with the Initial Adviser or [Release No. 34–78459; File No. SR– Change
its successor (each, also an ‘‘Adviser’’); (b) uses the BatsEDGA–2016–17]
manager of managers structure described in the In its filing with the Commission, the
application; and (c) complies with the terms and Self-Regulatory Organizations; Bats Exchange included statements
conditions of the application (any such series, a
EDGA Exchange, Inc.; Notice of Filing concerning the purpose of and basis for
‘‘Fund’’ and collectively, the ‘‘Funds’’). For the proposed rule change and discussed
purposes of the requested order, ‘‘successor’’ is and Immediate Effectiveness of a
limited to an entity that results from a Proposed Rule Change To Reflect the any comments it received on the
mstockstill on DSK3G9T082PROD with NOTICES

reorganization into another jurisdiction or a change Dissolution of One of the Exchange’s proposed rule change. The text of these
in the type of business organization.
Intermediate Holding Companies, statements may be examined at the
2 The requested relief will not extend to any
Direct Edge Holdings LLC places specified in Item IV below. The
Subadviser that is an affiliated person, as defined
in section 2(a)(3) of the Act, of the Trust or the 1 15
Adviser, other than by reason of serving as a August 2, 2016. U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
subadviser to one or more of the Funds, or as an
adviser or subadviser to any series of the Trust
Pursuant to Section 19(b)(1) of the 3 15 U.S.C. 78s(b)(3)(A).

other than the Funds (‘‘Affiliated Subadviser’’). Securities Exchange Act of 1934 (the 4 17 CFR 240.19b–4(f)(6)(iii).

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Document Created: 2016-08-06 03:08:14
Document Modified: 2016-08-06 03:08:14

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 subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers.
Contact		Deepak T. Pai, Senior Counsel, at (202) 551-6876, or Mary Kay Frech, Branch Chief, at (202) 551-6814 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 52490