The RBB Fund, Inc. and Altair Advisers LLC; Notice of Application, 11985-11986 [2017-03741]
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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).
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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 https://
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’’).
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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).
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]]>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 https://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
