[Federal Register Volume 80, Number 166 (Thursday, August 27, 2015)]
[Notices]
[Pages 52071-52073]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-21206]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31766; 812-14372]


The RBB Fund, Inc. and Abbey Capital Limited; Notice of 
Application

August 21, 2015.
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-

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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.

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    Applicants: The RBB Fund, Inc. (the ``Company''), an open-end 
management investment company registered under the Act with multiple 
series, and Abbey Capital Limited, an Irish limited liability company 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (``Abbey Capital'' or the ``Adviser,'' and, collectively with 
the Company, the ``Applicants'').
    Filing Dates: The application was filed October 15, 2014, and 
amended on March 20, 2015, and June 26, 2015.
    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 September 14, 2015, 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: Abbey Capital 
Limited, 1-2 Cavendish Row, Dublin 1, Ireland; and Michael P. Malloy, 
Esq., Drinker Biddle & Reath LLP, One Logan Square, Ste. 2000, 
Philadelphia, PA 19103-6996.

FOR FURTHER INFORMATION CONTACT: Parisa Haghshenas, Senior Counsel, at 
(202) 551-6723, or Holly Hunter-Ceci, Branch Chief, at (202) 551-6869 
(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 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.
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    \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 company or series thereof 
that intends to rely on the requested order in the future and that: 
(a) Is advised by Abbey Capital or its successor or by any entity 
controlling, controlled by, or under common control with Abbey 
Capital 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'') .
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire a Non-Affiliated Sub-Adviser or a Wholly-
Owned Sub-Adviser, pursuant to Sub-Advisory Agreements and materially 
amend Sub-Advisory Agreements with Non-Affiliated Sub-Advisers and 
Wholly-Owned Sub-Advisers 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 (collectively, 
``Aggregate Fee Disclosure'').
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    \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'').
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    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 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.


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    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-21206 Filed 8-26-15; 8:45 am]
BILLING CODE 8011-01-P