The RBB Fund, Inc. and Altair Advisers LLC; Notice of Application, 11985-11986 [2017-03741]

Download as PDF Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.44 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–03730 Filed 2–24–17; 8:45 am] BILLING CODE 8011–01–P 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. 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 subadvisers. AGENCY: 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 mstockstill on DSK3G9T082PROD with NOTICES APPLICANTS: 44 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 20:23 Feb 24, 2017 Jkt 241001 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 Sub1 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. PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 11985 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. 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. 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 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 SubAdvisers’’), 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’’). 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\27FEN1.SGM 27FEN1 11986 Federal Register / Vol. 82, No. 37 / Monday, February 27, 2017 / Notices 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. 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 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80081; File No. SR–NSX– 2017–05] Self-Regulatory Organizations; NYSE National, Inc., Formerly National Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. and the Fifth Amended and Restated Certificate of Incorporation of NYSE Group, Inc. mstockstill on DSK3G9T082PROD with NOTICES February 22, 2017. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on February 8, 2017, NYSE National, Inc., formerly National Stock Exchange, Inc. (‘‘NYSE National’’ or the ‘‘Exchange’’), filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 2 15 VerDate Sep<11>2014 20:23 Feb 24, 2017 Jkt 241001 organization. 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 the Substance of the Proposed Rule Change The Exchange proposes to amend (a) the Eighth Amended and Restated Certificate of Incorporation of Intercontinental Exchange Holdings, Inc. (the ‘‘ICE Holdings Certificate’’) to add a reference to the name under which it filed its original certificate of incorporation, and (b) the Fifth Amended and Restated Certificate of Incorporation of NYSE Group, Inc. (the ‘‘Fifth Amended NYSE Group Certificate’’) to update obsolete references. The proposed rule change is available on the Exchange’s Web site at www.nyse.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 self-regulatory organization 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 those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to make nonsubstantive changes to (a) the ICE Holdings Certificate to add a reference to the name under which it filed its original certificate of incorporation, and (b) the Fifth Amended NYSE Group Certificate to update obsolete references. ICE Holdings Certificate The Exchange’s parent, NYSE Group, Inc. (‘‘NYSE Group’’), is a whollyowned subsidiary of NYSE Holdings LLC, which is in turn 100% owned by Intercontinental Exchange Holdings, Inc. (‘‘ICE Holdings’’). Intercontinental Exchange, Inc. (‘‘ICE’’), a public company listed on the NYSE, owns 100% of ICE Holdings. The original certificate of incorporation of ICE Holdings was filed in 2000, under the name PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 ‘‘IntercontinentalExchange, Inc.’’ In 2014, ICE Holdings changed its name from ‘‘IntercontinentalExchange, Inc.’’ to ‘‘Intercontinental Exchange Holdings, Inc.’’ At the same time, ICE Holding’s parent, ICE, changed its name from ‘‘IntercontinentalExchange Group, Inc.’’ to ‘‘Intercontinental Exchange, Inc.’’ 4 In response to a comment received from the State of Delaware Department of State, the Exchange proposes to amend paragraph (1) of the ICE Holdings Certificate to add a reference to the fact that the original certificate of incorporation was filed under the name ‘‘IntercontinentalExchange, Inc.’’ The revised paragraph would read as follows (proposed new text underlined): (1) The present name of the Corporation is Intercontinental Exchange Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed on June 16, 2000 (the ‘‘Original Certificate of Incorporation), and the name under which the Corporation filed the Original Certificate of Incorporation was IntercontinentalExchange, Inc. Fifth Amended NYSE Group Certificate The Securities and Exchange Commission approved the Fifth Amended NYSE Group Certificate on January 30, 2017.5 The Exchange proposes to amend the Fifth Amended NYSE Group Certificate to update obsolete references to the Fourth Amended and Restated Certificate of Incorporation of NYSE Group (‘‘Fourth Amended NYSE Group Certificate’’). More specifically, the Exchange proposes to: • Amend Article XIV, ‘‘Effective Time,’’ to replace ‘‘Fourth’’ with ‘‘Fifth’’ and to replace December 29, 2014, the date of effectiveness of the Fourth Amended NYSE Group Certificate, with a placeholder which will be completed with the date that the Fifth Amended NYSE Group Certificate becomes effective; and • on the signature page of the NYSE Group Certificate, replace ‘‘Fourth’’ with ‘‘Fifth’’ and replace December 29, 2014, with a placeholder which will be completed with the date that the Fifth Amended NYSE Group Certificate becomes effective. No other changes to the ICE Holdings Certificate or Fifth Amended NYSE Group Certificate are proposed. 4 See Securities Exchange Release No. 72158 (May 13, 2014), 79 FR 28784 (May 19, 2014) (SR–NYSE– 2014–23). 5 See Securities Exchange Release No. 79902 (January 30, 2017), 82 FR 9258 (February 3, 2017) (SR–NSX–2016–16). E:\FR\FM\27FEN1.SGM 27FEN1

Agencies

[Federal Register Volume 82, Number 37 (Monday, February 27, 2017)]
[Notices]
[Pages 11985-11986]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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