82 FR 25036 - Series Portfolios Trust and Highmore Group Advisors, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 103 (May 31, 2017)

Page Range		25036-25037
FR Document		2017-11152
Federal Register, Volume 82 Issue 103 (Wednesday, May 31, 2017)
[Federal Register Volume 82, Number 103 (Wednesday, May 31, 2017)]
[Notices]
[Pages 25036-25037]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-11152]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32660; 812-14717]


Series Portfolios Trust and Highmore Group Advisors, LLC

May 24, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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[[Page 25037]]

    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.
    Applicants: Series Portfolios Trust (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Highmore Group Advisors, LLC (the ``Initial 
Adviser''), a New York limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940 
(collectively with the Trust, the ``Applicants'').
    Filing Dates: The application was filed on November 28, 2016 and 
amended on April 18, 2017 and May 11, 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 June 19, 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: Alia M. Vasquez, 
Esq., Series Portfolios Trust, 615 East Michigan Street, Milwaukee, WI 
53202; Dr. Brian M. Altenburg, Highmore Group Advisors, LLC, 120 Fifth 
Avenue, 6th Floor, New York, NY 10011.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Robert H. Shapiro, Branch Chief, at (202) 551-
6821 (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 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 existing or 
future series of the Trust or any other registered open-end 
management company 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, 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. 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, a Fund, or the Adviser, other than solely 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.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-11152 Filed 5-30-17; 8:45 am]
 BILLING CODE 8011-01-P
25036 Federal Register / Vol. 82, No. 103 / Wednesday, May 31, 2017 / Notices

A. Self-Regulatory Organization’s more clarity to market participants with Paper Comments
Statement of the Purpose of, and respect to the operation of a cancel and • Send paper comments in triplicate
Statutory Basis for, the Proposed Rule replace. The rule is not being to Secretary, Securities and Exchange
Change substantively amended, rather more Commission, 100 F Street NE.,
detail is being added to the rule text. Washington, DC 20549–1090.
1. Purpose
The Exchange is proposing to amend C. Self-Regulatory Organization’s All submissions should refer to File
Supplementary Material .02 to GEMX Statement on Comments on the Number SR–GEMX–2017–16. This file
Rule 715 to conform this rule to ISE’s Proposed Rule Change Received From number should be included on the
recently approved rule. ISE recently Members, Participants, or Others subject line if email is used. To help the
received approval for a similar cancel Commission process and review your
No written comments were either comments more efficiently, please use
and replace rule at Supplementary solicited or received.
Material .02 to ISE Rule 715.4 The ISE only one method. The Commission will
rule includes additional information III. Date of Effectiveness of the post all comments on the Commission’s
concerning the handling of cancel and Proposed Rule Change and Timing for Internet Web site (http://www.sec.gov/
replace orders. With this amendment, Commission Action rules/sro.shtml). Copies of the
the Exchange is memorializing the same submission, all subsequent
additional detail within its rule as to the Because the foregoing proposed rule amendments, all written statements
manner in which the System handles change does not: (i) Significantly affect with respect to the proposed rule
cancel and replace orders. Specifically, the protection of investors or the public change that are filed with the
the Exchange proposes to make clear interest; (ii) impose any significant Commission, and all written
that if the replacement portion of a burden on competition; and (iii) become communications relating to the
Cancel and Replace order does not operative for 30 days from the date on proposed rule change between the
satisfy the system’s price or other which it was filed, or such shorter time Commission and any person, other than
reasonability checks (e.g. Nasdaq GEMX as the Commission may designate, it has those that may be withheld from the
Rule 710; Nasdaq GEMX Rule 711(c); become effective pursuant to Section public in accordance with the
and Nasdaq GEMX Rule 714(b)(2)) the 19(b)(3)(A)(iii) of the Act 7 and provisions of 5 U.S.C. 552, will be
existing order shall be cancelled and not subparagraph (f)(6) of Rule 19b–4 available for Web site viewing and
replaced. This additional language thereunder.8 printing in the Commission’s Public
serves to add detail to the current rule. At any time within 60 days of the Reference Room, 100 F Street NE.,
filing of the proposed rule change, the Washington, DC 20549, on official
2. Statutory Basis business days between the hours of
Commission summarily may
The Exchange believes that its temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the
proposal is consistent with Section 6(b) it appears to the Commission that such filing also will be available for
of the Act,5 in general, and furthers the action is: (i) Necessary or appropriate in inspection and copying at the principal
objectives of Section 6(b)(5) of the Act,6 the public interest; (ii) for the protection office of the Exchange. All comments
in particular, in that it is designed to of investors; or (iii) otherwise in received will be posted without change;
promote just and equitable principles of furtherance of the purposes of the Act. the Commission does not edit personal
trade, to remove impediments to and If the Commission takes such action, the identifying information from
perfect the mechanism of a free and Commission shall institute proceedings submissions. You should submit only
open market and a national market to determine whether the proposed rule information that you wish to make
system, and, in general to protect should be approved or disapproved. available publicly. All submissions
investors and the public interest. The should refer to File Number SR–GEMX–
Exchange believes that memorializing IV. Solicitation of Comments 2017–16 and should be submitted on or
what happens to a cancel and replace before June 21, 2017.
Interested persons are invited to
order that does not meet the price submit written data, views, and For the Commission, by the Division of
checks will add transparency and arguments concerning the foregoing, Trading and Markets, pursuant to delegated
specificity to the Rules thereby including whether the proposed rule
authority.9
protecting investors and the public change is consistent with the Act. Eduardo A. Aleman,
interest by reducing the potential for Comments may be submitted by any of Assistant Secretary.
investor confusion. the following methods: [FR Doc. 2017–11150 Filed 5–30–17; 8:45 am]
B. Self-Regulatory Organization’s Electronic Comments
BILLING CODE 8011–01–P
Statement on Burden on Competition
The Exchange does not believe that • Use the Commission’s Internet
SECURITIES AND EXCHANGE
the proposed rule change will impose comment form (http://www.sec.gov/
COMMISSION
any burden on competition not rules/sro.shtml); or
necessary or appropriate in furtherance • Send an email to rule-comments@ [Investment Company Act Release No.
of the purposes of the Act. The 32660; 812–14717]
sec.gov. Please include File Number SR–
Exchange’s proposal to make clear that GEMX–2017–16 on the subject line. Series Portfolios Trust and Highmore
if the replacement portion of a Cancel
Group Advisors, LLC
and Replace order does not satisfy the
nlaroche on DSK30NT082PROD with NOTICES

7 15 U.S.C. 78s(b)(3)(A)(iii).
system’s price or other reasonability 8 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– May 24, 2017.
[sic], the existing order shall be 4(f)(6) requires a self-regulatory organization to give AGENCY: Securities and Exchange
cancelled and not replaced will bring the Commission written notice of its intent to file
the proposed rule change at least five business days
Commission (‘‘Commission’’).
prior to the date of filing of the proposed rule ACTION: Notice.
4 Id.
change, or such shorter time as designated by the
5 15 U.S.C. 78f(b). Commission. The Exchange has satisfied this
6 15 U.S.C. 78f(b)(5). requirement. 9 17 CFR 200.30–3(a)(12).

VerDate Sep<11>2014 14:54 May 30, 2017 Jkt 241001 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 E:\FR\FM\31MYN1.SGM 31MYN1
Document Created: 2017-05-31 05:59:49
Document Modified: 2017-05-31 05:59:49
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.
Dates		The application was filed on November 28, 2016 and amended on April 18, 2017 and May 11, 2017.
Contact		Barbara T. Heussler, Senior Counsel, at (202) 551-6990, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 25036