Series Portfolios Trust and Highmore Group Advisors, LLC, 25036-25037 [2017-11152]

Download as PDF 25036 Federal Register / Vol. 82, No. 103 / Wednesday, May 31, 2017 / Notices A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange is proposing to amend Supplementary Material .02 to GEMX Rule 715 to conform this rule to ISE’s recently approved rule. ISE recently received approval for a similar cancel and replace rule at Supplementary Material .02 to ISE Rule 715.4 The ISE rule includes additional information concerning the handling of cancel and replace orders. With this amendment, the Exchange is memorializing the same additional detail within its rule as to the manner in which the System handles cancel and replace orders. Specifically, the Exchange proposes to make clear that if the replacement portion of a Cancel and Replace order does not satisfy the system’s price or other reasonability checks (e.g. Nasdaq GEMX Rule 710; Nasdaq GEMX Rule 711(c); and Nasdaq GEMX Rule 714(b)(2)) the existing order shall be cancelled and not replaced. This additional language serves to add detail to the current rule. nlaroche on DSK30NT082PROD with NOTICES 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,5 in general, and furthers the objectives of Section 6(b)(5) of the Act,6 in particular, in that it is designed to promote just and equitable principles of trade, 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 memorializing what happens to a cancel and replace order that does not meet the price checks will add transparency and specificity to the Rules thereby protecting investors and the public interest by reducing the potential for investor confusion. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange 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. The Exchange’s proposal to make clear that if the replacement portion of a Cancel and Replace order does not satisfy the system’s price or other reasonability [sic], the existing order shall be cancelled and not replaced will bring 4 Id. 5 15 6 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). VerDate Sep<11>2014 14:54 May 30, 2017 Jkt 241001 more clarity to market participants with respect to the operation of a cancel and replace. The rule is not being substantively amended, rather more detail is being added to the rule text. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act 7 and subparagraph (f)(6) of Rule 19b–4 thereunder.8 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or 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: 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–GEMX–2017–16. 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 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–GEMX– 2017–16 and should be submitted on or before June 21, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–11150 Filed 5–30–17; 8:45 am] BILLING CODE 8011–01–P 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– GEMX–2017–16 on the subject line. U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32660; 812–14717] Series Portfolios Trust and Highmore Group Advisors, LLC 7 15 8 17 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 May 24, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 9 17 CFR 200.30–3(a)(12). E:\FR\FM\31MYN1.SGM 31MYN1 nlaroche on DSK30NT082PROD with NOTICES Federal Register / Vol. 82, No. 103 / Wednesday, May 31, 2017 / Notices Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act, as well as from certain disclosure requirements in rule 20a–1 under the Act, Item 19(a)(3) of Form N– 1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections 6–07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). The requested exemption would permit an investment adviser to hire and replace certain subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. Applicants: Series Portfolios Trust (the ‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company, and Highmore Group Advisors, LLC (the ‘‘Initial Adviser’’), a New York limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (collectively with the Trust, the ‘‘Applicants’’). Filing Dates: The application was filed on November 28, 2016 and amended on April 18, 2017 and May 11, 2017. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on June 19, 2017, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants: Alia M. Vasquez, Esq., Series Portfolios Trust, 615 East Michigan Street, Milwaukee, WI 53202; Dr. Brian M. Altenburg, Highmore Group Advisors, LLC, 120 Fifth Avenue, 6th Floor, New York, NY 10011. FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, at (202) 551–6990, or Robert H. Shapiro, VerDate Sep<11>2014 14:54 May 30, 2017 Jkt 241001 Branch Chief, at (202) 551–6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or an applicant using the Company name box, at http:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Summary of the Application 1. The Adviser will serve as the investment adviser to the Funds pursuant to an investment advisory agreement with the Trust (the ‘‘Advisory Agreement’’).1 The Adviser will provide the Funds with continuous and comprehensive investment management services, subject to the supervision of, and policies established by, each Fund’s board of trustees (‘‘Board’’). The Advisory Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more subadvisers (each, a ‘‘Subadviser’’ and collectively, the ‘‘Subadvisers’’) the responsibility to provide the day-to-day portfolio investment management of each Fund, subject to the supervision and direction of the Adviser. The primary responsibility for managing the Funds will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Subadvisers, including determining whether a Subadviser should be terminated, at all times subject to the authority of the Board. 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 1 Applicants request relief with respect to any existing or future series of the Trust or any other registered open-end management company that: (a) Is advised by the Initial Adviser, or any person controlling, controlled by or under common control with the Initial Adviser or its successor (each, an ‘‘Adviser’’); (b) uses the manager of managers structure described in the application; and (c) complies with the terms and conditions of the application (any such series, a ‘‘Fund’’ and collectively, the ‘‘Funds’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization. 2 The requested relief will not extend to any subadviser that is an affiliated person, as defined in section 2(a)(3) of the Act, of the Trust, a Fund, or the Adviser, other than solely by reason of serving as a Subadviser to one or more of the Funds, or as an adviser or subadviser to any series of the Trust other than the Funds (‘‘Affiliated Subadviser’’). PO 00000 Frm 00104 Fmt 4703 Sfmt 9990 25037 exemption from the Disclosure Requirements to permit a Fund to disclose (as both a dollar amount and a percentage of the Fund’s net assets): (a) The aggregate fees paid to the Adviser and any Affiliated Subadviser; and (b) the aggregate fees paid to Subadvisers other than Affiliated Subadvisers. For any Fund that employs an Affiliated Subadviser, the Fund will provide separate disclosure of any fees paid to the Affiliated Subadviser. 3. Applicants agree that any order granting the requested relief will be subject to the terms and conditions stated in the application. Such terms and conditions provide for, among other safeguards, appropriate disclosure to Fund shareholders and notification about subadvisory changes and enhanced Board oversight to protect the interests of the Funds’ shareholders. 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the application, the Advisory Agreements will remain subject to shareholder approval while the role of the Subadvisers is substantially similar to that of individual portfolio managers, so that requiring shareholder approval of subadvisory agreements would impose unnecessary delays and expenses on the Funds. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the Subadvisers that are more advantageous for the Funds. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–11152 Filed 5–30–17; 8:45 am] BILLING CODE 8011–01–P E:\FR\FM\31MYN1.SGM 31MYN1

Agencies

[Federal Register Volume 82, Number 103 (Wednesday, May 31, 2017)]
[Notices]
[Pages 25036-25037]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-11152]


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SECURITIES AND EXCHANGE COMMISSION

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


Series Portfolios Trust and Highmore Group Advisors, LLC

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

ACTION: Notice.

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[[Page 25037]]

    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain subadvisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the subadvisers.
    Applicants: Series Portfolios Trust (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Highmore Group Advisors, LLC (the ``Initial 
Adviser''), a New York limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940 
(collectively with the Trust, the ``Applicants'').
    Filing Dates: The application was filed on November 28, 2016 and 
amended on April 18, 2017 and May 11, 2017.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on June 19, 2017, and should be accompanied by proof of 
service on the applicants, in the form of an affidavit or, for lawyers, 
a certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: Alia M. Vasquez, 
Esq., Series Portfolios Trust, 615 East Michigan Street, Milwaukee, WI 
53202; Dr. Brian M. Altenburg, Highmore Group Advisors, LLC, 120 Fifth 
Avenue, 6th Floor, New York, NY 10011.

FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Robert H. Shapiro, Branch Chief, at (202) 551-
6821 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. The Adviser will serve as the investment adviser to the Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\1\ The Adviser will provide the Funds with 
continuous and comprehensive investment management services, subject to 
the supervision of, and policies established by, each Fund's board of 
trustees (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more 
subadvisers (each, a ``Subadviser'' and collectively, the 
``Subadvisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Fund, subject to the supervision and 
direction of the Adviser. The primary responsibility for managing the 
Funds will remain vested in the Adviser. The Adviser will hire, 
evaluate, allocate assets to and oversee the Subadvisers, including 
determining whether a Subadviser should be terminated, at all times 
subject to the authority of the Board.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to any existing or 
future series of the Trust or any other registered open-end 
management company that: (a) Is advised by the Initial Adviser, or 
any person controlling, controlled by or under common control with 
the Initial Adviser or its successor (each, an ``Adviser''); (b) 
uses the manager of managers structure described in the application; 
and (c) complies with the terms and conditions of the application 
(any such series, a ``Fund'' and collectively, the ``Funds''). For 
purposes of the requested order, ``successor'' is limited to an 
entity that results from a reorganization into another jurisdiction 
or a change in the type of business organization.
---------------------------------------------------------------------------

    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Subadvisers pursuant to subadvisory 
agreements and materially amend existing subadvisory agreements without 
obtaining the shareholder approval required under section 15(a) of the 
Act and rule 18f-2 under the Act.\2\ Applicants also seek an exemption 
from the Disclosure Requirements to permit a Fund to disclose (as both 
a dollar amount and a percentage of the Fund's net assets): (a) The 
aggregate fees paid to the Adviser and any Affiliated Subadviser; and 
(b) the aggregate fees paid to Subadvisers other than Affiliated 
Subadvisers. For any Fund that employs an Affiliated Subadviser, the 
Fund will provide separate disclosure of any fees paid to the 
Affiliated Subadviser.
---------------------------------------------------------------------------

    \2\ The requested relief will not extend to any subadviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of the Trust, a Fund, or the Adviser, other than solely by reason of 
serving as a Subadviser to one or more of the Funds, or as an 
adviser or subadviser to any series of the Trust other than the 
Funds (``Affiliated Subadviser'').
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Fund shareholders and notification about 
subadvisory changes and enhanced Board oversight to protect the 
interests of the Funds' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Advisory 
Agreements will remain subject to shareholder approval while the role 
of the Subadvisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of 
subadvisory agreements would impose unnecessary delays and expenses on 
the Funds. Applicants believe that the requested relief from the 
Disclosure Requirements meets this standard because it will improve the 
Adviser's ability to negotiate fees paid to the Subadvisers that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-11152 Filed 5-30-17; 8:45 am]
 BILLING CODE 8011-01-P