The RBB Fund, Inc. and Abbey Capital Limited; Notice of Application, 52071-52073 [2015-21206]

Download as PDF Federal Register / Vol. 80, No. 166 / Thursday, August 27, 2015 / Notices rmajette on DSK2VPTVN1PROD with NOTICES offense, and referral to CFE’s Business Conduct Committee for subsequent offenses (all as measured over any twelve month rolling period). Third, CFE is further revising the reportable volume provision in CFE Rule 1602(n)(ii) that is included in CFE’s contract specification rule chapter for Individual Stock Based and Exchange-Traded Fund Based Volatility Index security futures to make clear that this provision is referencing the reportable trading volume in one of those products that triggers the requirement to report a volume threshold account to the CFTC. The Amendment also includes some minor, non-substantive wording changes, such as to delete a reference in Rule 412B(b) to CFTC Form 102S which is not applicable with respect to CFE products. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,6 in general, and furthers the objectives of Sections 6(b)(5) 7 and 6(b)(7) 8 in particular in that it is designed: • To prevent fraudulent and manipulative acts and practices, • to promote just and equitable principles of trade, • to foster cooperation and coordination with persons engaged in facilitating transactions in securities, • to remove impediments to and perfect the mechanism of a free and open market and a national market system, and in general, to protect investors and the public interest. The Exchange believes that the proposed rule change will strengthen its ability to carry out its responsibilities as a self-regulatory organization. CFE needs to receive the same information relating to reportable positions in CFE contracts from TPHs and non-TPHs that is required to be reported to the CFTC, as well as the information that TPHs and non-TPHs provide to the CFTC under the new OCR Rule, in order to carry out CFE’s market surveillance program. The proposed rule change facilitates CFE’s ability to receive this information in a form and manner that will allow its seamless integration into the market surveillance program and systems utilized by CFE and its regulatory services provider by making explicit that TPHs and non-TPHs are required to provide this information to CFE in a form and manner prescribed by the Exchange. 6 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 8 15 U.S.C. 78f(b)(7). B. Self-Regulatory Organization’s Statement on Burden on Competition CFE does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act, in that the rule change enhances CFE’s market surveillance program. The Exchange believes that the proposed rule change is equitable and not unfairly discriminatory because the amendments would apply equally to all TPHs and non-TPHs that are subject to the applicable requirements. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The proposed rule change will become effective on or after September 30, 2015, on a date to be announced by the Exchange through the issuance of a circular. At any time within 60 days of the date of effectiveness of the proposed rule change, the Commission, after consultation with the CFTC, may summarily abrogate the proposed rule change and require that the proposed rule change be refiled in accordance with the provisions of Section 19(b)(1) of the Act.9 IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– CFE–2015–006 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–CFE–2015–006. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–CFE– 2015–006, and should be submitted on or before September 17, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Robert W. Errett, Deputy Secretary. [FR Doc. 2015–21209 Filed 8–26–15; 8:45 am] BILLING CODE 8011–01–P 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. 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– AGENCY: 7 15 VerDate Sep<11>2014 15:08 Aug 26, 2015 9 15 Jkt 235001 PO 00000 U.S.C. 78s(b)(1). Frm 00046 Fmt 4703 10 17 Sfmt 4703 52071 E:\FR\FM\27AUN1.SGM CFR 200.30–3(a)(73). 27AUN1 52072 Federal Register / Vol. 80, No. 166 / Thursday, August 27, 2015 / Notices rmajette on DSK2VPTVN1PROD with NOTICES 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 subadvisers. 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 Applicants: The RBB Fund, Inc. (the ‘‘Company’’), an open-end management and comprehensive investment management services subject to the investment company registered under the Act with multiple series, and Abbey supervision of, and policies established by, each Subadvised Series’ board of Capital Limited, an Irish limited directors (‘‘Board’’). The Advisory liability company registered as an Agreement permits the Adviser, subject investment adviser under the to the approval of the Board, to delegate Investment Advisers Act of 1940 (‘‘Abbey Capital’’ or the ‘‘Adviser,’’ and, to one or more Sub-Advisers the responsibility to provide the day-to-day collectively with the Company, the portfolio investment management of ‘‘Applicants’’). each Subadvised Series, subject to the Filing Dates: The application was filed October 15, 2014, and amended on supervision and direction of the Adviser.2 The primary responsibility for March 20, 2015, and June 26, 2015. managing the Subadvised Series will Hearing or Notification of Hearing: An remain vested in the Adviser. The order granting the application will be Adviser will hire, evaluate, allocate issued unless the Commission orders a assets to and oversee the Sub-Advisers, hearing. Interested persons may request including determining whether a Suba hearing by writing to the Adviser should be terminated, at all Commission’s Secretary and serving times subject to the authority of the applicants with a copy of the request, Board. personally or by mail. Hearing requests 2. Applicants request an exemption to should be received by the Commission permit the Adviser, subject to Board by 5:30 p.m. on September 14, 2015, approval, to hire a Non-Affiliated Suband should be accompanied by proof of Adviser or a Wholly-Owned Subservice on the applicants, in the form of Adviser, pursuant to Sub-Advisory an affidavit or, for lawyers, a certificate Agreements and materially amend Subof service. Pursuant to rule 0–5 under Advisory Agreements with Nonthe Act, hearing requests should state Affiliated Sub-Advisers and Whollythe nature of the writer’s interest, any 1 Applicants request relief with respect to the facts bearing upon the desirability of a hearing on the matter, the reason for the named Applicants, any future series of the Company and any other existing or future registered request, and the issues contested. open-end management company or series thereof Persons who wish to be notified of a that intends to rely on the requested order in the hearing may request notification by future and that: (a) Is advised by Abbey Capital or its successor or by any entity controlling, controlled writing to the Commission’s Secretary. by, or under common control with Abbey Capital ADDRESSES: Secretary, U.S. Securities or its successor (included in the term ‘‘Adviser’’); and Exchange Commission, 100 F Street (b) uses the multi-manager structure described in the application; and (c) complies with the terms NE., Washington, DC 20549–1090. and conditions of the application (any such series, Applicants: Abbey Capital Limited, 1–2 a ’’Subadvised Series’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity Cavendish Row, Dublin 1, Ireland; and Michael P. Malloy, Esq., Drinker Biddle that results from a reorganization into another jurisdiction or a change in the type of business & Reath LLP, One Logan Square, Ste. organization. 2000, Philadelphia, PA 19103–6996. 2 A ‘‘Sub-Adviser’’ for a Series is (1) an indirect or direct ‘‘wholly owned subsidiary’’ (as such term FOR FURTHER INFORMATION CONTACT: is defined in the Act) of the Adviser for that Series, Parisa Haghshenas, Senior Counsel, at or (2) a sister company of the Adviser for that Series (202) 551–6723, or Holly Hunter-Ceci, that is an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in Section Branch Chief, at (202) 551–6869 2(a)(43) of the Act) of the same company that, (Division of Investment Management, indirectly or directly, wholly owns the Adviser Chief Counsel’s Office). (each of (1) and (2) a ‘‘Wholly-Owned Sub Adviser’’ and collectively, the ‘‘Wholly-Owned SubSUPPLEMENTARY INFORMATION: The Advisers’’), or (3) an investment sub-adviser for that following is a summary of the Series that is not an ‘‘affiliated person’’ (as such application. The complete application term is defined in Section 2(a)(3) of the Act) of the Series or the Adviser, except to the extent that an may be obtained via the Commission’s affiliation arises solely because the sub-adviser Web site by searching for the file serves as a sub-adviser to one or more Series (each number, or an applicant using the a ‘‘Non-Affiliated Sub-Adviser’’ and collectively, the ‘‘Non-Affiliated Sub-Advisers’’) . Company name box, at http:// VerDate Sep<11>2014 15:08 Aug 26, 2015 Jkt 235001 PO 00000 Frm 00047 Fmt 4703 Sfmt 4703 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. 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 SubAdvisory 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. 3 The requested relief will not extend to any subadviser, 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’’). E:\FR\FM\27AUN1.SGM 27AUN1 Federal Register / Vol. 80, No. 166 / Thursday, August 27, 2015 / Notices For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. [FR Doc. 2015–21206 Filed 8–26–15; 8:45 am] BILLING CODE 8011–01–P A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change SECURITIES AND EXCHANGE COMMISSION [Release No. 34–75749; File No. SR–Phlx– 2015–71] Self-Regulatory Organizations; NASDAQ OMX PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Options Regulatory Fee August 21, 2015. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that, on August 17, 2015, NASDAQ OMX PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to make adjustments to its Options Regulatory Fee (‘‘ORF’’) by amending Section IV, Part D of the Pricing Schedule. While changes to the Pricing Schedule pursuant to this proposal are effective upon filing, the Exchange has designated these changes to be operative September 1, 2015 and February 1, 2016, as noted herein. The text of the proposed rule change is available on the Exchange’s Web site at http:// nasdaqomxphlx.cchwallstreet.com/, at the principal office of the Exchange, and at the Commission’s Public Reference Room. rmajette on DSK2VPTVN1PROD with NOTICES II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. VerDate Sep<11>2014 15:08 Aug 26, 2015 Jkt 235001 1. Purpose The purpose of the proposed rule change is to: (1) Decrease the ORF from $0.0045 per to $0.0035 as of September 1, 2015 and increase the ORF from $0.0035 to $0.0040 as of February 1, 2016 to account for additional fine revenue, cost reductions and to balance the Exchange’s regulatory revenue against the anticipated costs and potential fines; and (2) remove the requirement that the ORF may only be modified semi-annually. Background The ORF is assessed to each member for all options transactions executed or cleared by the member that are cleared at The Options Clearing Corporation (‘‘OCC’’) in the Customer range (i.e., that clear in the Customer account of the member’s clearing firm at OCC). The Exchange monitors the amount of revenue collected from the ORF to ensure that it, in combination with other regulatory fees and fines, does not exceed regulatory costs. The ORF is imposed upon all transactions executed by a member, even if such transactions do not take place on the Exchange.3 The ORF also includes options transactions that are not executed by an Exchange member but are ultimately cleared by an Exchange member.4 The ORF is not 3 The ORF applies to all ‘‘C’’ account origin code orders executed by a member on the Exchange. Exchange Rules require each member to record the appropriate account origin code on all orders at the time of entry in order to allow the Exchange to properly prioritize and route orders and assess transaction fees pursuant to the Rules of the Exchange and report resulting transactions to OCC. See Exchange Rule 1063, Responsibilities of Floor Brokers, and Options Floor Procedure Advice F–4, Orders Executed as Spreads, Straddles, Combinations or Synthetics and Other Order Ticket Marking Requirements. The Exchange represents that it has surveillances in place to verify that members mark orders with the correct account origin code. 4 In the case where one member both executes a transaction and clears the transaction, the ORF is assessed to the member only once on the execution. In the case where one member executes a transaction and a different member clears the transaction, the ORF is assessed only to the member 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 member clears the transaction, the ORF is assessed to the member who clears the transaction. PO 00000 Frm 00048 Fmt 4703 Sfmt 4703 52073 charged for member proprietary options transactions because members incur the costs of owning memberships and through their memberships are charged transaction fees, dues and other fees that are not applicable to non-members. The dues and fees paid by members go into the general funds of the Exchange, a portion of which is used to help pay the costs of regulation. The ORF is collected indirectly from members through their clearing firms by OCC on behalf of the Exchange. The ORF is designed to recover a portion of the costs to the Exchange of the supervision and regulation of its members, including performing routine surveillances, investigations, examinations, financial monitoring, and policy, rulemaking, interpretive, and enforcement activities. The Exchange believes that revenue generated from the ORF, when combined with all of the Exchange’s other regulatory fees, will cover a material portion, but not all, of the Exchange’s regulatory costs. The Exchange will continue to monitor the amount of revenue collected from the ORF to ensure that it, in combination with its other regulatory fees and fines, do not exceed regulatory costs. If the Exchange determines regulatory revenues exceed regulatory costs, the Exchange will adjust the ORF by submitting a fee change filing to the Commission. ORF Adjustments The Exchange is proposing to decrease the ORF from $0.0045 to $0.0035 as of September 1, 2015 and increase the ORF from $0.0035 to $0.0040 as of February 1, 2016 in order to account for regulatory revenue from disciplinary actions taken by the Exchange. The Exchange regularly reviews its ORF to ensure that the ORF, in combination with its other regulatory fees and fines, do not exceed regulatory costs. The Exchange believes that decreasing the ORF by $0.0010 from September 1, 2015 through January 31, 2016 and then adjusting the ORF as of February 1, 2016 to $.0040 (a $0.0005 reduction from the current rates), will permit the Exchange to cover a material portion of its regulatory costs, while not exceeding regulatory costs. Semi-Annual Changes to ORF The Exchange previously filed a rule change to Section IV, Part D of the Pricing Schedule to specify the frequency with which the Exchange may change the ORF.5 At that time, the 5 See Securities Release No. 71569 (February 19, 2014), 79 FR 10593 (February 25, 2014) (SR–Phlx– 2014–12). E:\FR\FM\27AUN1.SGM 27AUN1

Agencies

[Federal Register Volume 80, Number 166 (Thursday, August 27, 2015)]
[Notices]
[Pages 52071-52073]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-21206]


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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.

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    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.
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    \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'') .
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    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'').
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    \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