82 FR 11985 - The RBB Fund, Inc. and Altair Advisers LLC; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 37 (February 27, 2017)
Federal Register Volume 82, Issue 37 (February 27, 2017)
| Page Range | 11985-11986 | |
| FR Document | 2017-03741 |
[Federal Register Volume 82, Number 37 (Monday, February 27, 2017)] [Notices] [Pages 11985-11986] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-03741] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. IC-32483; 812-14386] The RBB Fund, Inc. and Altair Advisers LLC; Notice of Application February 21, 2017. 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. ----------------------------------------------------------------------- APPLICANTS: The RBB Fund, Inc. (the ``Company''), an open-end management investment company registered under the Act with multiple series, and Altair Advisers LLC, a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (``Altair'' or the ``Adviser,'' and, collectively with the Company, the ``Applicants''). FILING DATES: The application was filed November 14, 2014, and amended on May 8, 2015, March 4, 2016, October 6, 2016 and February 3, 2017. 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 March 20, 2017, 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: Altair Advisers LLC, 303 W. Madison Street, Suite 600, Chicago, IL 60606; and Michael P. Malloy, Esq., Drinker Biddle & Reath LLP, One Logan Square, Ste. 2000, Philadelphia, PA 19103-6996. FOR FURTHER INFORMATION CONTACT: Erin C. Loomis, Senior Counsel, at (202) 551-6721, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (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 Investment 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 investment company or series thereof that intends to rely on the requested order in the future and that: (a) Is advised by Altair or its successor or by any entity controlling, controlled by, or under common control with Altair 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 certain Sub-Advisers pursuant to sub- advisory agreements (each, a ``Sub-Advisory Agreement'' and collectively, the ``Sub-Advisory Agreements'') and materially amend Sub-Advisory Agreements 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. --------------------------------------------------------------------------- \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 [[Page 11986]] 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. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-03741 Filed 2-24-17; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices 11985
For the Commission, by the Division of should be accompanied by proof of Advisers the responsibility to provide
Trading and Markets, pursuant to delegated service on the Applicants, in the form the day-to-day portfolio investment
authority.44 of an affidavit or, for lawyers, a management of each Subadvised Series,
Eduardo A. Aleman, certificate of service. Pursuant to rule 0– subject to the supervision and direction
Assistant Secretary. 5 under the Act, hearing requests should of the Adviser.2 The primary
[FR Doc. 2017–03730 Filed 2–24–17; 8:45 am] state the nature of the writer’s interest, responsibility for managing the
BILLING CODE 8011–01–P any facts bearing upon the desirability Subadvised Series will remain vested in
of a hearing on the matter, the reason for the Adviser. The Adviser will hire,
the request, and the issues contested. evaluate, allocate assets to and oversee
SECURITIES AND EXCHANGE Persons who wish to be notified of a the Sub-Advisers, including
COMMISSION hearing may request notification by determining whether a Sub-Adviser
[Investment Company Act Release No. IC– writing to the Commission’s Secretary. should be terminated, at all times
32483; 812–14386] ADDRESSES: Secretary, U.S. Securities subject to the authority of the Board.
and Exchange Commission, 100 F Street 2. Applicants request an exemption to
The RBB Fund, Inc. and Altair Advisers NE., Washington, DC 20549–1090. permit the Adviser, subject to Board
LLC; Notice of Application Applicants: Altair Advisers LLC, 303 W. approval, to hire certain Sub-Advisers
Madison Street, Suite 600, Chicago, IL pursuant to sub-advisory agreements
February 21, 2017. (each, a ‘‘Sub-Advisory Agreement’’ and
60606; and Michael P. Malloy, Esq.,
AGENCY: Securities and Exchange Drinker Biddle & Reath LLP, One Logan collectively, the ‘‘Sub-Advisory
Commission (‘‘Commission’’). Square, Ste. 2000, Philadelphia, PA Agreements’’) and materially amend
ACTION: Notice of an application under 19103–6996. Sub-Advisory Agreements without
section 6(c) of the Investment Company obtaining the shareholder approval
FOR FURTHER INFORMATION CONTACT: Erin
Act of 1940 (‘‘Act’’) for an exemption required under section 15(a) of the Act
C. Loomis, Senior Counsel, at (202) 551–
from section 15(a) of the Act and rule and rule 18f–2 under the Act.3
6721, or Parisa Haghshenas, Branch
18f–2 under the Act, as well as from Applicants also seek an exemption from
Chief, at (202) 551–6723 (Division of
certain disclosure requirements in rule the Disclosure Requirements to permit a
Investment Management, Chief
20a–1 under the Act, Item 19(a)(3) of Subadvised Series to disclose (as both a
Counsel’s Office).
Form N–1A, Items 22(c)(1)(ii), dollar amount and a percentage of the
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of SUPPLEMENTARY INFORMATION: The
Subadvised Series’ net assets): (a) The
Schedule 14A under the Securities following is a summary of the aggregate fees paid to the Adviser and
Exchange Act of 1934, and Sections 6– application. The complete application any Wholly-Owned Sub-Advisers; (b)
07(2)(a), (b), and (c) of Regulation S–X may be obtained via the Commission’s the aggregate fees paid to Non-Affiliated
(‘‘Disclosure Requirements’’). The Web site by searching for the file Sub-Advisers, and (c) the fee paid to
requested exemption would permit an number, or an Applicant using the each Affiliated Sub-Adviser.
investment adviser to hire and replace Company name box, at http:// 3. Applicants agree that any order
certain sub-advisers without www.sec.gov/search/search.htm or by granting the requested relief will be
shareholder approval and grant relief calling (202) 551–8090. subject to the terms and conditions
from the Disclosure Requirements as Summary of the Application stated in the application. Such terms
they relate to fees paid to the sub- and conditions provide for, among other
advisers. 1. The Adviser will serve as the
safeguards, appropriate disclosure to
investment adviser to each Subadvised
Subadvised Series’ shareholders and
APPLICANTS: The RBB Fund, Inc. (the Series pursuant to an investment
notification about sub-advisory changes
‘‘Company’’), an open-end management advisory agreement with the Company
and enhanced Board oversight to protect
investment company registered under (the ‘‘Investment Advisory
the interests of the Subadvised Series’
the Act with multiple series, and Altair Agreement’’).1 The Adviser will provide
shareholders.
Advisers LLC, a Delaware limited the Subadvised Series with continuous
4. Section 6(c) of the Act provides that
liability company registered as an and comprehensive investment
the Commission may exempt any
investment adviser under the management services subject to the
Investment Advisers Act of 1940 supervision of, and policies established 2 A ‘‘Sub-Adviser’’ for a Series is (1) an indirect
(‘‘Altair’’ or the ‘‘Adviser,’’ and, by, each Subadvised Series’ board of or direct ‘‘wholly owned subsidiary’’ (as such term
collectively with the Company, the directors (‘‘Board’’). The Investment is defined in the Act) of the Adviser for that Series,
Advisory Agreement permits the or (2) a sister company of the Adviser for that Series
‘‘Applicants’’). that is an indirect or direct ‘‘wholly-owned
Adviser, subject to the approval of the subsidiary’’ (as such term is defined in Section
FILING DATES: The application was filed
Board, to delegate to one or more Sub- 2(a)(43) of the Act) of the same company that,
November 14, 2014, and amended on indirectly or directly, wholly owns the Adviser
May 8, 2015, March 4, 2016, October 6, 1 Applicants request relief with respect to the (each of (1) and (2) a ‘‘Wholly-Owned Sub Adviser’’
2016 and February 3, 2017. named Applicants, any future series of the and collectively, the ‘‘Wholly-Owned Sub-
Company and any other existing or future registered Advisers’’), or (3) an investment sub-adviser for that
HEARING OR NOTIFICATION OF HEARING: An
open-end management investment company or Series that is not an ‘‘affiliated person’’ (as such
order granting the application will be series thereof that intends to rely on the requested term is defined in Section 2(a)(3) of the Act) of the
issued unless the Commission orders a order in the future and that: (a) Is advised by Altair Series or the Adviser, except to the extent that an
hearing. Interested persons may request or its successor or by any entity controlling, affiliation arises solely because the sub-adviser
controlled by, or under common control with Altair serves as a sub-adviser to one or more Series (each
a hearing by writing to the
mstockstill on DSK3G9T082PROD with NOTICES
or its successor (included in the term ‘‘Adviser’’); a ‘‘Non-Affiliated Sub-Adviser’’ and collectively,
Commission’s Secretary and serving (b) uses the multi-manager structure described in the ‘‘Non-Affiliated Sub-Advisers’’).
Applicants with a copy of the request, the application; and (c) complies with the terms 3 The requested relief will not extend to any sub-
personally or by mail. Hearing requests and conditions of the application (any such series, adviser, other than a Wholly-Owned Sub-Adviser,
should be received by the Commission a ‘‘Subadvised Series’’). For purposes of the who is an affiliated person, as defined in section
requested order, ‘‘successor’’ is limited to an entity 2(a)(3) of the Act, of the Subadvised Series, the
by 5:30 p.m. on March 20, 2017, and that results from a reorganization into another Company or of the Adviser, other than by reason
jurisdiction or a change in the type of business of serving as a sub-adviser to one or more of the
44 17 CFR 200.30–3(a)(12). organization. Subadvised Series (‘‘Affiliated Sub-Adviser’’).
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![11986 Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices
person, security, or transaction or any organization. The Commission is ‘‘IntercontinentalExchange, Inc.’’ In
class or classes of persons, securities, or publishing this notice to solicit 2014, ICE Holdings changed its name
transactions from any provisions of the comments on the proposed rule change from ‘‘IntercontinentalExchange, Inc.’’
Act, or any rule thereunder, if such from interested persons. to ‘‘Intercontinental Exchange Holdings,
relief is necessary or appropriate in the Inc.’’ At the same time, ICE Holding’s
I. Self-Regulatory Organization’s
public interest and consistent with the parent, ICE, changed its name from
Statement of the Terms of the Substance
protection of investors and purposes ‘‘IntercontinentalExchange Group, Inc.’’
of the Proposed Rule Change
fairly intended by the policy and to ‘‘Intercontinental Exchange, Inc.’’ 4
provisions of the Act. Applicants The Exchange proposes to amend (a) In response to a comment received
believe that the requested relief meets the Eighth Amended and Restated from the State of Delaware Department
this standard because, as further Certificate of Incorporation of of State, the Exchange proposes to
explained in the application, the Intercontinental Exchange Holdings, amend paragraph (1) of the ICE
Investment Advisory Agreements will Inc. (the ‘‘ICE Holdings Certificate’’) to Holdings Certificate to add a reference
remain subject to shareholder approval, add a reference to the name under
to the fact that the original certificate of
while the role of the Sub-Advisers is which it filed its original certificate of
incorporation was filed under the name
substantially equivalent to that of incorporation, and (b) the Fifth
‘‘IntercontinentalExchange, Inc.’’ The
individual portfolio managers, so that Amended and Restated Certificate of
revised paragraph would read as follows
requiring shareholder approval of Sub- Incorporation of NYSE Group, Inc. (the
(proposed new text underlined):
Advisory Agreements would impose ‘‘Fifth Amended NYSE Group
Certificate’’) to update obsolete (1) The present name of the
unnecessary delays and expenses on the
references. The proposed rule change is Corporation is Intercontinental
Subadvised Series. Applicants believe
available on the Exchange’s Web site at Exchange Holdings, Inc. The original
that the requested relief from the
www.nyse.com, at the principal office of Certificate of Incorporation of the
Disclosure Requirements meets this
the Exchange, and at the Commission’s Corporation was filed on June 16, 2000
standard because it will improve the
Adviser’s ability to negotiate fees paid Public Reference Room. (the ‘‘Original Certificate of
to the Sub-Advisers that are more Incorporation), and the name under
II. Self-Regulatory Organization’s which the Corporation filed the Original
advantageous for the Subadvised Series. Statement of the Purpose of, and Certificate of Incorporation was
For the Commission, by the Division of Statutory Basis for, the Proposed Rule IntercontinentalExchange, Inc.
Investment Management, under delegated Change
authority. Fifth Amended NYSE Group Certificate
In its filing with the Commission, the
Eduardo A. Aleman,
self-regulatory organization included The Securities and Exchange
Assistant Secretary.
statements concerning the purpose of, Commission approved the Fifth
[FR Doc. 2017–03741 Filed 2–24–17; 8:45 am] and basis for, the proposed rule change Amended NYSE Group Certificate on
BILLING CODE 8011–01–P and discussed any comments it received January 30, 2017.5
on the proposed rule change. The text The Exchange proposes to amend the
of those statements may be examined at Fifth Amended NYSE Group Certificate
SECURITIES AND EXCHANGE the places specified in Item IV below.
COMMISSION to update obsolete references to the
The Exchange has prepared summaries, Fourth Amended and Restated
[Release No. 34–80081; File No. SR–NSX– set forth in sections A, B, and C below, Certificate of Incorporation of NYSE
2017–05] of the most significant parts of such Group (‘‘Fourth Amended NYSE Group
statements. Certificate’’). More specifically, the
Self-Regulatory Organizations; NYSE
A. Self-Regulatory Organization’s Exchange proposes to:
National, Inc., Formerly National Stock
Exchange, Inc.; Notice of Filing and Statement of the Purpose of, and • Amend Article XIV, ‘‘Effective
Immediate Effectiveness of Proposed Statutory Basis for, the Proposed Rule Time,’’ to replace ‘‘Fourth’’ with ‘‘Fifth’’
Rule Change Amending the Eighth Change and to replace December 29, 2014, the
Amended and Restated Certificate of date of effectiveness of the Fourth
1. Purpose
Incorporation of Intercontinental Amended NYSE Group Certificate, with
The Exchange proposes to make non- a placeholder which will be completed
Exchange Holdings, Inc. and the Fifth
substantive changes to (a) the ICE with the date that the Fifth Amended
Amended and Restated Certificate of
Holdings Certificate to add a reference NYSE Group Certificate becomes
Incorporation of NYSE Group, Inc.
to the name under which it filed its effective; and
February 22, 2017. original certificate of incorporation, and • on the signature page of the NYSE
Pursuant to Section 19(b)(1) 1 of the (b) the Fifth Amended NYSE Group Group Certificate, replace ‘‘Fourth’’ with
Securities Exchange Act of 1934 (the Certificate to update obsolete references. ‘‘Fifth’’ and replace December 29, 2014,
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 ICE Holdings Certificate with a placeholder which will be
notice is hereby given that on February completed with the date that the Fifth
8, 2017, NYSE National, Inc., formerly The Exchange’s parent, NYSE Group,
Inc. (‘‘NYSE Group’’), is a wholly- Amended NYSE Group Certificate
National Stock Exchange, Inc. (‘‘NYSE becomes effective.
National’’ or the ‘‘Exchange’’), filed with owned subsidiary of NYSE Holdings
LLC, which is in turn 100% owned by No other changes to the ICE Holdings
the Securities and Exchange
Intercontinental Exchange Holdings, Certificate or Fifth Amended NYSE
mstockstill on DSK3G9T082PROD with NOTICES
Commission (the ‘‘Commission’’) the
Inc. (‘‘ICE Holdings’’). Intercontinental Group Certificate are proposed.
proposed rule change as described in
Items I and II below, which Items have Exchange, Inc. (‘‘ICE’’), a public
4 See Securities Exchange Release No. 72158 (May
been prepared by the self-regulatory company listed on the NYSE, owns
13, 2014), 79 FR 28784 (May 19, 2014) (SR–NYSE–
100% of ICE Holdings. 2014–23).
1 15 U.S.C. 78s(b)(1). The original certificate of 5 See Securities Exchange Release No. 79902
2 15 U.S.C. 78a. incorporation of ICE Holdings was filed (January 30, 2017), 82 FR 9258 (February 3, 2017)
3 17 CFR 240.19b–4. in 2000, under the name (SR–NSX–2016–16).
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Document Created: 2017-02-25 01:05:30
Document Modified: 2017-02-25 01:05:30
| 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 November 14, 2014, and amended on May 8, 2015, March 4, 2016, October 6, 2016 and February 3, 2017. | |
| Contact | Erin C. Loomis, Senior Counsel, at (202) 551-6721, or Parisa Haghshenas, Branch Chief, at (202) 551-6723 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 11985 |
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