Managed Portfolio Series and Port Street Investments, LLC; Notice of Application, 52490-52491 [2016-18683]
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52490
Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
proposed herein are unattractive to
market participants, market participants
will opt not to purchase any of the four
components. Accordingly, the Exchange
does not believe that the proposed
change will impair the ability of
members or competing order execution
venues to maintain their competitive
standing in the financial markets.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
such proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be disapproved.
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:
mstockstill on DSK3G9T082PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NASDAQ–2016–101 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2016–101. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
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22:23 Aug 05, 2016
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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 the
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–
NASDAQ–2016–101 and should be
submitted on or before August 29, 2016.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016–18703 Filed 8–5–16; 8:45 am]
BILLING CODE 8011–01–P
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.
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
AGENCY:
19 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00094
Fmt 4703
Sfmt 4703
Disclosure Requirements as they relate
to fees paid to the subadvisers.
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’’).
APPLICANTS:
Filing Dates: The application was
filed on December 8, 2015 and amended
on May 3, 2016.
DATES:
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.
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.
ADDRESSES:
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).
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 https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
SUPPLEMENTARY INFORMATION:
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08AUN1
Federal Register / Vol. 81, No. 152 / Monday, August 8, 2016 / Notices
Summary of the Application
mstockstill on DSK3G9T082PROD with NOTICES
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.
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
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.
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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22:23 Aug 05, 2016
Jkt 238001
separate disclosure of any fees paid to
the Affiliated Subadviser.
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
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–78459; File No. SR–
BatsEDGA–2016–17]
Self-Regulatory Organizations; Bats
EDGA Exchange, Inc.; Notice of Filing
and Immediate Effectiveness of a
Proposed Rule Change To Reflect the
Dissolution of One of the Exchange’s
Intermediate Holding Companies,
Direct Edge Holdings LLC
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
PO 00000
Frm 00095
Fmt 4703
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on July 25,
2016, Bats EDGA Exchange, Inc. (the
‘‘Exchange’’ or ‘‘EDGA’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
prepared by the Exchange. The
Exchange has designated this proposal
as a ‘‘non-controversial’’ proposed rule
change pursuant to Section 19(b)(3)(A)
of the Act 3 and Rule 19b–4(f)(6)(iii)
thereunder,4 which renders it effective
upon filing with the Commission. 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 filed a proposal to
reflect the dissolution of one of the
Exchange’s intermediate holding
companies, Direct Edge Holdings LLC
(‘‘DEH’’), on December 31, 2015, by: (i)
Amending the bylaws of the Exchange’s
ultimate parent company, Bats Global
Markets, Inc. (the ‘‘Corporation’’), to
remove reference to DEH, as well as Bats
Global Markets Holdings, an
intermediate holding company wholly
owned by the Corporation (‘‘BGMH’’),
(ii) amending the bylaws of the
Exchange to remove reference to DEH,
(iii) deleting the DEH certificate of
formation and operating agreement from
the Exchange’s rules, and (iv) amending
the operating agreement of the
Exchange’s sole stockholder, Direct
Edge LLC (‘‘DE LLC’’), to reflect that DE
LLC’s sole member is the Corporation
rather than DEH and to make other
related changes.
The text of the proposed rule change
is available at the Exchange’s Web site
at www.batstrading.com, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
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
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
1 15
August 2, 2016.
Sfmt 4703
52491
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6)(iii).
2 17
E:\FR\FM\08AUN1.SGM
08AUN1
Agencies
[Federal Register Volume 81, Number 152 (Monday, August 8, 2016)]
[Notices]
[Pages 52490-52491]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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.
-----------------------------------------------------------------------
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 https://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.
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\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'').
---------------------------------------------------------------------------
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