The Advisors' Inner Circle Fund and Pathstone Family Office, LLC; Notice of Application, 8419-8420 [2021-02372]
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Federal Register / Vol. 86, No. 23 / Friday, February 5, 2021 / Notices
should be submitted on or before
February 26, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.18
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02410 Filed 2–4–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
34184; 812–15166]
The Advisors’ Inner Circle Fund and
Pathstone Family Office, LLC; Notice
of Application
February 1, 2021.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
jbell on DSKJLSW7X2PROD with NOTICES
AGENCY:
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 sub-advisers.
APPLICANTS: The Advisors’ Inner Circle
Fund (the ‘‘Trust’’), a Massachusetts
business trust registered under the Act
as an open-end management investment
company that offers the Cornerstone
Advisors Core Plus Bond Fund and the
Cornerstone Advisors Global Public
Equity Fund (the ‘‘Existing Funds’’), and
Pathstone Family Office, LLC (the
‘‘Adviser’’), a Delaware limited liability
company that is 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 September 29, 2020, and amended
on January 15, 2021.
HEARING OR NOTIFICATION OF HEARING:
An order granting the application will
18 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
18:53 Feb 04, 2021
Jkt 253001
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 February 25, 2021, 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: The Commission:
Secretarys-Office@sec.gov. Applicants:
the Trust, mbeattie@seic.com, and the
Adviser, lwilmott@pathstone.com (with
a copy to sean.graber@
morganlewis.com).
FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, Senior Counsel,
at (202) 551–6879, or Lisa Reid Ragen,
Branch Chief, at (202) 551–6825
(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
website 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 Sub-Advised
Fund pursuant to an investment
advisory agreement with the Trust (the
‘‘Investment Management
Agreement’’).1 Under the terms of each
Investment Management Agreement, the
Adviser, subject to the supervision of
the board of trustees of the Trust (the
‘‘Board’’) will provide continuous
investment management of the assets of
each Sub-Advised Fund. Consistent
1 Applicants request relief with respect to the
named Applicants, including the Existing Funds, as
well as to any future series of the Trust and any
other registered open-end management investment
company or series thereof that: (a) Is advised by the
Adviser or any entity controlling, controlled by or
under common control with the Adviser or its
successors (each, an ‘‘Adviser’’); (b) uses the multimanager structure described in the application; and
(c) complies with the terms and conditions set forth
in the application (each, a ‘‘Sub-Advised Fund’’).
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.
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Frm 00083
Fmt 4703
Sfmt 4703
8419
with the terms of each Investment
Management Agreement, the Adviser
may, subject to the approval of the
Board, delegate portfolio management
responsibilities of all or a portion of the
assets of a Sub-Advised Fund to one or
more Sub-Advisers.2 The Adviser will
continue to have overall responsibility
for the management and investment of
the assets of each Sub-Advised Fund.
The Adviser will evaluate, select and
recommend Sub-Advisers to manage the
assets of a Sub-Advised Fund and will
oversee, monitor, and review the SubAdvisers and their performance and
recommend the removal or replacement
of Sub-Advisers.
2. Applicants request an order to
permit the Adviser, subject to Board
approval, to enter into investment subadvisory agreements with the SubAdvisers (each, a ‘‘Sub-Advisory
Agreement’’) and materially amend such
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
Sub-Advised Fund to disclose (as both
a dollar amount and a percentage of the
Sub-Advised Fund’s net assets): (a) The
aggregate fees paid to the Adviser and
any Wholly-Owned Sub-Adviser; (b) the
aggregate fees paid to Non-Affiliated
Sub-Advisers; and (c) the fee paid to
each Affiliated Sub-Adviser
(collectively, ‘‘Aggregate Fee
Disclosure’’).
3. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application. Such terms
and conditions provide for, among other
safeguards, appropriate disclosure to
Sub-Advised Fund shareholders and
2 A ‘‘Sub-Adviser’’ for a Sub-Advised Fund is (1)
an indirect or direct ‘‘wholly-owned subsidiary’’ (as
such term is defined in the Act) of the Adviser for
that Sub-Advised Fund, or (2) a sister company of
the Adviser for that Sub-Advised Fund that is an
indirect or direct ‘‘wholly-owned subsidiary’’ of the
same company that, indirectly or directly, wholly
owns the Adviser (each of (1) and (2) a ‘‘WhollyOwned Sub-Adviser’’ and collectively, the
‘‘Wholly-Owned Sub-Advisers’’), or (3) not an
‘‘affiliated person’’ (as such term is defined in
section 2(a)(3) of the Act) of the Sub-Advised Fund,
the Trust, or the Adviser, except to the extent that
an affiliation arises solely because the Sub-Adviser
serves as a sub-adviser to a Sub-Advised Fund or
as an investment adviser or sub-adviser to any
series of the Trust other than the Sub-Advised
Funds (‘‘Non-Affiliated Sub-Adviser’’).
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 Sub-Advised Fund or of
the Adviser, other than by reason of serving as a
sub-adviser to one or more of the Sub-Advised
Funds or as an investment adviser or sub-adviser to
any series of the Trust other than the Sub-Advised
Funds (‘‘Affiliated Sub-Adviser’’).
E:\FR\FM\05FEN1.SGM
05FEN1
8420
Federal Register / Vol. 86, No. 23 / Friday, February 5, 2021 / Notices
notification about sub-advisory changes
and enhanced Board oversight to protect
the interests of the Sub-Advised Fund’s
shareholders.
4. Section 6(c) of the Act provides that
the Commission may exempt any
person, security, or transaction or any
class or classes of persons, securities, or
transactions from any provisions of the
Act, or any rule thereunder, if such
relief is necessary or appropriate in the
public interest and consistent with the
protection of investors and purposes
fairly intended by the policy and
provisions of the Act. Applicants
believe that the requested relief meets
this standard because, as further
explained in the application, the
Investment Management Agreements
will remain subject to shareholder
approval while the role of the SubAdvisers 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 Sub-Advised 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 Sub-Advisers
that are more advantageous for the SubAdvised Funds.
For the Commission, by the Division of
Investment Management, under delegated
authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02372 Filed 2–4–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91025; File No. SR–NYSE–
2020–96]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change To Amend Its Rules
Establishing Maximum Fee Rates To
Be Charged by Member Organizations
for Forwarding Proxy and Other
Materials to Beneficial Owners
jbell on DSKJLSW7X2PROD with NOTICES
February 1, 2021.
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
VerDate Sep<11>2014
18:53 Feb 04, 2021
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02400 Filed 2–4–21; 8:45 am]
BILLING CODE 8011–01–P
On December 2, 2020, New York
Stock Exchange LLC (‘‘NYSE’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and rule
19b–4 thereunder,2 a proposed rule
1 15
change to delete the maximum fee rates
for processing and forwarding proxy
and other materials to beneficial owners
of stock set forth in NYSE Rules 451 and
465 and Section 402.10 of the NYSE
Listed Company Manual, and establish
in their place a requirement for member
organizations to comply with any
schedule of approved charges set forth
in the rules of any other national
securities organization or association of
which such member organization is a
member. The proposed rule change was
published for comment in the Federal
Register on December 21, 2020.3
Section 19(b)(2) of the Act 4 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding, or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day after
publication of the notice for this
proposed rule change is February 4,
2021. The Commission is extending this
45-day time period.
The Commission finds that it is
appropriate to designate a longer period
within which to take action on the
proposal so that it has sufficient time to
consider the proposed rule change and
the comments received. Accordingly,
the Commission, pursuant to Section
19(b)(2) of the Act,5 designates March
21, 2021, as the date by which the
Commission shall either approve or
disapprove, or institute proceedings to
determine whether to disapprove, the
proposed rule change (File No. SR–
NYSE–2020–96).
Jkt 253001
3 See Securities Exchange Act Release No. 90677
(December 15, 2020), 85 FR 83119. Comments
received on the proposed rule change are available
at: https://www.sec.gov/comments/sr-nyse-2020-96/
srnyse202096.htm.
4 15 U.S.C. 78s(b)(2).
5 Id.
6 17 CFR 200.30–3(a)(31).
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Fmt 4703
Sfmt 4703
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91029; File No. SR–NYSE–
2020–86]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving a Proposed Rule Change To
Adopt NYSE Rule 5.2(j)(8) Governing
the Listing and Trading of ExchangeTraded Fund Shares
February 1, 2021.
I. Introduction
On December 18, 2020, New York
Stock Exchange LLC (‘‘NYSE’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and
Rule 19b–4 thereunder,2 a proposed rule
change to, among other things, adopt
new NYSE Rule 5.2(j)(8) to permit the
generic listing and trading of ExchangeTraded Fund Shares. The proposed rule
change was published for comment in
the Federal Register on December 30,
2020.3 The Commission has received no
comments on the proposed rule change.
The Commission is approving the
proposed rule change.
II. Exchange’s Description of the
Proposed Rule Change
Under the proposal, the Exchange
states that the Commission recently
adopted Rule 6c–11 under the
Investment Company Act of 1940
(‘‘1940 Act’’) 4 to permit Exchange
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 90775
(December 22, 2020), 85 FR 86584 (‘‘Notice’’).
4 According to the Exchange, NYSE currently
trades securities, including ETPs, on its Pillar
trading platform on an unlisted trading privileges
(‘‘UTP’’) basis, subject to NYSE Pillar Platform
Rules 1P—13P. ‘‘UTP Security’’ is defined as a
security that is listed on a national securities
exchange other than the Exchange and that trades
on the Exchange pursuant to unlisted trading
privileges. See NYSE Rule 1.1. ETPs traded on a
UTP basis on the Exchange are not assigned to a
Designated Market Maker (‘‘DMM’’) but are
available for Floor brokers to trade in Floor-based
crossing transactions. See Securities Exchange Act
Release No. 82945 (March 26, 2018), 83 FR 13553,
13568 (March 29, 2018) (SR–NYSE–2017–36)
(approving Exchange rules to trade securities on a
UTP basis on the Pillar trading platform). The
Exchange states that its rules permit it to list ETPs
under NYSE Rules 5P and 8P. Specifically, NYSE
Rules 5P (Securities Traded) and 8P (Trading of
Certain Exchange-Traded Products) provide for the
listing of certain ETPs on the Exchange that (1) meet
the applicable requirements set forth in those rules,
and (2) do not have any component NMS Stock that
is listed on the Exchange or is based on, or
represents an interest in, an underlying index or
reference asset that includes an NMS Stock listed
on the Exchange. According to the Exchange, ETPs
listed under NYSE Rules 5P and 8P would be ‘‘Tape
2 17
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]]>Agencies
[Federal Register Volume 86, Number 23 (Friday, February 5, 2021)]
[Notices]
[Pages 8419-8420]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02372]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 34184; 812-15166]
The Advisors' Inner Circle Fund and Pathstone Family Office, LLC;
Notice of Application
February 1, 2021.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
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 Advisors' Inner Circle Fund (the ``Trust''), a
Massachusetts business trust registered under the Act as an open-end
management investment company that offers the Cornerstone Advisors Core
Plus Bond Fund and the Cornerstone Advisors Global Public Equity Fund
(the ``Existing Funds''), and Pathstone Family Office, LLC (the
``Adviser''), a Delaware limited liability company that is 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 September 29, 2020, and
amended on January 15, 2021.
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 February 25, 2021, 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: The Commission: [email protected]. Applicants: the
Trust, [email protected], and the Adviser, [email protected] (with
a copy to [email protected]).
FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior
Counsel, at (202) 551-6879, or Lisa Reid Ragen, Branch Chief, at (202)
551-6825 (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 website 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 Sub-
Advised Fund pursuant to an investment advisory agreement with the
Trust (the ``Investment Management Agreement'').\1\ Under the terms of
each Investment Management Agreement, the Adviser, subject to the
supervision of the board of trustees of the Trust (the ``Board'') will
provide continuous investment management of the assets of each Sub-
Advised Fund. Consistent with the terms of each Investment Management
Agreement, the Adviser may, subject to the approval of the Board,
delegate portfolio management responsibilities of all or a portion of
the assets of a Sub-Advised Fund to one or more Sub-Advisers.\2\ The
Adviser will continue to have overall responsibility for the management
and investment of the assets of each Sub-Advised Fund. The Adviser will
evaluate, select and recommend Sub-Advisers to manage the assets of a
Sub-Advised Fund and will oversee, monitor, and review the Sub-Advisers
and their performance and recommend the removal or replacement of Sub-
Advisers.
---------------------------------------------------------------------------
\1\ Applicants request relief with respect to the named
Applicants, including the Existing Funds, as well as to any future
series of the Trust and any other registered open-end management
investment company or series thereof that: (a) Is advised by the
Adviser or any entity controlling, controlled by or under common
control with the Adviser or its successors (each, an ``Adviser'');
(b) uses the multi-manager structure described in the application;
and (c) complies with the terms and conditions set forth in the
application (each, a ``Sub-Advised Fund''). 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 Sub-Advised Fund is (1) an indirect
or direct ``wholly-owned subsidiary'' (as such term is defined in
the Act) of the Adviser for that Sub-Advised Fund, or (2) a sister
company of the Adviser for that Sub-Advised Fund that is an indirect
or direct ``wholly-owned subsidiary'' 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) not an ``affiliated person'' (as such term
is defined in section 2(a)(3) of the Act) of the Sub-Advised Fund,
the Trust, or the Adviser, except to the extent that an affiliation
arises solely because the Sub-Adviser serves as a sub-adviser to a
Sub-Advised Fund or as an investment adviser or sub-adviser to any
series of the Trust other than the Sub-Advised Funds (``Non-
Affiliated Sub-Adviser'').
---------------------------------------------------------------------------
2. Applicants request an order to permit the Adviser, subject to
Board approval, to enter into investment sub-advisory agreements with
the Sub-Advisers (each, a ``Sub-Advisory Agreement'') and materially
amend such 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 Sub-Advised Fund to disclose (as both a dollar
amount and a percentage of the Sub-Advised Fund's net assets): (a) The
aggregate fees paid to the Adviser and any Wholly-Owned Sub-Adviser;
(b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the
fee paid to each Affiliated Sub-Adviser (collectively, ``Aggregate Fee
Disclosure'').
---------------------------------------------------------------------------
\3\ 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 Sub-Advised Fund or
of the Adviser, other than by reason of serving as a sub-adviser to
one or more of the Sub-Advised Funds or as an investment adviser or
sub-adviser to any series of the Trust other than the Sub-Advised
Funds (``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 Sub-Advised Fund shareholders and
[[Page 8420]]
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Sub-Advised Fund's shareholders.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction or any class or classes of
persons, securities, or transactions from any provisions of the Act, or
any rule thereunder, if such relief is necessary or appropriate in the
public interest and consistent with the protection of investors and
purposes fairly intended by the policy and provisions of the Act.
Applicants believe that the requested relief meets this standard
because, as further explained in the application, the Investment
Management 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 Sub-Advised 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 Sub-
Advisers that are more advantageous for the Sub-Advised Funds.
For the Commission, by the Division of Investment Management,
under delegated authority.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02372 Filed 2-4-21; 8:45 am]
BILLING CODE 8011-01-P
