81 FR 60758 - Starboard Investment Trust and Cavalier Investments, Inc.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 171 (September 2, 2016)

Page Range		60758-60759
FR Document		2016-21133

Federal Register, Volume 81 Issue 171 (Friday, September 2, 2016)

[Federal Register Volume 81, Number 171 (Friday, September 2, 2016)]
[Notices]
[Pages 60758-60759]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-21133]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32241; 812-14630]


Starboard Investment Trust and Cavalier Investments, Inc.; Notice 
of Application

August 29, 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 sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

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Applicants:  Starboard Investment Trust (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series, and Cavalier Investments, 
Inc., a Massachusetts corporation registered as an investment adviser 
under the Investment Advisers Act of 1940 (the ``Adviser,'' and, 
collectively with the Trust, the ``Applicants'').

DATES Filing Dates: The application was filed March 18, 2016, and 
amended on June 20, 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 September 23, 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: The Trust, 116 South 
Franklin Street, Rocky Mount, NC 27804; the Adviser, 50 Braintree Hill 
Park #105, Braintree, MA 02184.

FOR FURTHER INFORMATION CONTACT: Hae-Sung Lee, Attorney-Adviser, at 
(202) 551-7345, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of

[[Page 60759]]

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 the 
Subadvised Series pursuant to an investment advisory agreement with the 
Trust (the ``Investment Management 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 trustees 
(``Board''). The Investment Management Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Sub-Adviser'' and collectively, the ``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. 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.
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    \1\ Applicants request relief with respect to any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by the 
Adviser or its successor or by a person controlling, controlled by, 
or under common control with the 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 (each, 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.
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
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 each 
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 Affiliated Sub-Advisers; and (b) the aggregate fees 
paid to Sub-Advisers other than Affiliated Sub-Advisers (collectively, 
``Aggregate Fee Disclosure''). For any Subadvised Series that employs 
an Affiliated Sub-Adviser, the Subadvised Series will provide separate 
disclosure of any fees paid to the Affiliated Sub-Adviser.
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    \2\ The requested relief will not extend to any sub-adviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of the Subadvised Series, the Trust or the Adviser, other than by 
reason of serving as a sub-adviser to one or more of the Subadvised 
Series (``Affiliated Sub-Adviser'').
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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 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 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisers is substantially similar 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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-21133 Filed 9-1-16; 8:45 am]
 BILLING CODE 8011-01-P

60758 Federal Register / Vol. 81, No. 171 / Friday, September 2, 2016 / Notices

necessary or appropriate in furtherance Paper Comments ACTION: Notice of an application under
of the purposes of the Act because the • Send paper comments in triplicate section 6(c) of the Investment Company
rule provides additional detail and to Secretary, Securities and Exchange Act of 1940 (‘‘Act’’) for an exemption
requirements relating to procedures for Commission, 100 F Street NE., from section 15(a) of the Act and rule
exercise of American index options that Washington, DC 20549–1090. 18f–2 under the Act, as well as from
apply to all members equally. certain disclosure requirements in rule
All submissions should refer to File 20a–1 under the Act, Item 19(a)(3) of
C. Self-Regulatory Organization’s Number SR–Phlx–2016–84. This file Form N–1A, Items 22(c)(1)(ii),
Statement on Comments on the number should be included on the 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
Proposed Rule Change Received From subject line if email is used. To help the Schedule 14A under the Securities
Members, Participants, or Others Commission process and review your Exchange Act of 1934, and Sections 6–
comments more efficiently, please use 07(2)(a), (b), and (c) of Regulation S–X
No written comments were either
only one method. The Commission will (‘‘Disclosure Requirements’’). The
solicited or received.
post all comments on the Commission’s requested exemption would permit an
III. Date of Effectiveness of the Internet Web site (http://www.sec.gov/ investment adviser to hire and replace
Proposed Rule Change and Timing for rules/sro.shtml). Copies of the certain sub-advisers without
Commission Action submission, all subsequent shareholder approval and grant relief
amendments, all written statements from the Disclosure Requirements as
Because the foregoing proposed rule
with respect to the proposed rule they relate to fees paid to the sub-
change does not: (i) Significantly affect
change that are filed with the advisers.
the protection of investors or the public
Commission, and all written
interest; (ii) impose any significant
communications relating to the APPLICANTS: Starboard Investment Trust
burden on competition; and (iii) become
proposed rule change between the (the ‘‘Trust’’), a Delaware statutory trust
operative for 30 days from the date on
Commission and any person, other than registered under the Act as an open-end
which it was filed, or such shorter time
those that may be withheld from the management investment company with
as the Commission may designate, it has
public in accordance with the multiple series, and Cavalier
become effective pursuant to section
provisions of 5 U.S.C. 552, will be Investments, Inc., a Massachusetts
19(b)(3)(A)(iii) of the Act 18 and corporation registered as an investment
available for Web site viewing and
subparagraph (f)(6) of Rule 19b–4 adviser under the Investment Advisers
printing in the Commission’s Public
thereunder.19 Act of 1940 (the ‘‘Adviser,’’ and,
Reference Room, 100 F Street NE.,
At any time within 60 days of the Washington, DC 20549, on official collectively with the Trust, the
filing of the proposed rule change, the business days between the hours of ‘‘Applicants’’).
Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of the DATES Filing Dates: The application was
temporarily suspend such rule change if filing also will be available for filed March 18, 2016, and amended on
it appears to the Commission that such inspection and copying at the principal June 20, 2016.
action is: (i) Necessary or appropriate in office of the Exchange. All comments
the public interest; (ii) for the protection HEARING OR NOTIFICATION OF HEARING:
received will be posted without change; An order granting the application will
of investors; or (iii) otherwise in the Commission does not edit personal
furtherance of the purposes of the Act. be issued unless the Commission orders
identifying information from a hearing. Interested persons may
If the Commission takes such action, the submissions. You should submit only
Commission shall institute proceedings request a hearing by writing to the
information that you wish to make Commission’s Secretary and serving
to determine whether the proposed rule available publicly. All submissions
should be approved or disapproved. applicants with a copy of the request,
should refer to File Number SR–Phlx– personally or by mail. Hearing requests
IV. Solicitation of Comments 2016–84 and should be submitted on or should be received by the Commission
before September 23, 2016. by 5:30 p.m. on September 23, 2016,
Interested persons are invited to
submit written data, views, and
For the Commission, by the Division of and should be accompanied by proof of
Trading and Markets, pursuant to delegated service on the applicants, in the form of
arguments concerning the foregoing, authority.20
including whether the proposed rule an affidavit or, for lawyers, a certificate
Robert W. Errett, of service. Pursuant to rule 0–5 under
change is consistent with the Act.
Comments may be submitted by any of
Deputy Secretary. the Act, hearing requests should state
the following methods: [FR Doc. 2016–21131 Filed 9–1–16; 8:45 am] the nature of the writer’s interest, any
BILLING CODE 8011–01–P facts bearing upon the desirability of a
Electronic Comments hearing on the matter, the reason for the
request, and the issues contested.
• Use the Commission’s Internet
SECURITIES AND EXCHANGE Persons who wish to be notified of a
comment form (http://www.sec.gov/
COMMISSION hearing may request notification by
rules/sro.shtml); or
writing to the Commission’s Secretary.
• Send an email to rule-comments@ [Investment Company Act Release No. ADDRESSES: Secretary, U.S. Securities
sec.gov. Please include File Number SR– 32241; 812–14630]
and Exchange Commission, 100 F Street
Phlx–2016–84 on the subject line.
Starboard Investment Trust and NE., Washington, DC 20549–1090.
Applicants: The Trust, 116 South
mstockstill on DSK3G9T082PROD with NOTICES

18 15 U.S.C. 78s(b)(3)(a)(iii). Cavalier Investments, Inc.; Notice of
19 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– Application Franklin Street, Rocky Mount, NC
4(f)(6) requires a self-regulatory organization to give 27804; the Adviser, 50 Braintree Hill
the Commission written notice of its intent to file August 29, 2016. Park #105, Braintree, MA 02184.
the proposed rule change at least five business days AGENCY:Securities and Exchange FOR FURTHER INFORMATION CONTACT: Hae-
prior to the date of filing of the proposed rule Commission (‘‘Commission’’).
change, or such shorter time as designated by the
Sung Lee, Attorney-Adviser, at (202)
Commission. The Exchange has satisfied this 551–7345, or Mary Kay Frech, Branch
requirement. 20 17 CFR 200.30–3(a)(12). Chief, at (202) 551–6821 (Division of

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Document Created: 2018-02-09 11:55:52
Document Modified: 2018-02-09 11:55:52

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 March 18, 2016, and amended on June 20, 2016.
Contact		Hae-Sung Lee, Attorney-Adviser, at (202) 551-7345, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 60758