78518 Federal Register / Vol. 79, No. 249 / Tuesday, December 30, 2014 / Notices 

in section 12(d)(1)(A) of the Act, except 

to the extent the Fund acquires 

securities of another investment 

company pursuant to exemptive relief 

from the Commission permitting the 

Fund to acquire securities of one or 

more investment companies for shortterm cash management purposes. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30436 Filed 12–29–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Rel. No. IA–3990/803–00214] 

William E. Simon & Sons, LLC; New 

Vernon Advisors, Inc.; Notice of 

Application 

December 22, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

exemptive order under section 

202(a)(11)(H) of the Investment Advisers 

Act of 1940 (‘‘Advisers Act’’). 

APPLICANT: William E. Simon & Sons, 

LLC and New Vernon Advisors, Inc. 

(together, the ‘‘Applicant’’). 

RELEVANT ADVISERS ACT SECTIONS: 

Exemption requested under section 

202(a)(11)(H) of the Advisers Act from 

section 202(a)(11) of the Advisers Act. 

SUMMARY: Summary of Application: The 

Applicant requests that the Commission 

issue an order declaring it to be a person 

not within the intent of Section 

202(a)(11) of the Advisers Act, which 

defines the term ‘‘investment adviser.’’ 

DATES: Filing Dates: The application was 

filed on June 20, 2012; an amended 

application was filed on April 1, 2014, 

August 13, 2014, November 12, 2014, 

and December 16, 2014. 

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 the 

Applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on January 16, 2015, 2014, 

and should be accompanied by proof of 

service on the Applicant, in the form of 

an affidavit or, for lawyers, a certificate 

of service. Pursuant to Rule 0–5 under 

the Advisers 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 may request 

notification of a hearing by writing to 

the Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549. The Applicant, 

William E. Simon & Sons, LLC and New 

Vernon Advisors, Inc., c/o James E. 

Anderson, WilmerHale, 1875 

Pennsylvania Ave. NW., Washington, 

DC 20006. 

FOR FURTHER INFORMATION CONTACT: 

Michael S. Didiuk, Senior Counsel, at 

(202) 551–6839 or Holly L. Hunter-Ceci, 

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 

Web site either at http://www.sec.gov/

rules/iareleases.shtml or by searching 

for the file number, or for an applicant 

using the Company name box, at http:// 

www.sec.gov/search/search.htm, or by 

calling (202) 551–8090. 

The Applicant’s Representations 

1. The Applicant is a multigenerational single-family office that 

provides services to the family and 

descendants of William E. Simon. The 

Applicant is wholly-owned by Family 

Clients and is exclusively controlled 

(directly and indirectly) by one or more 

Family Members and/or Family 

Entities in compliance with Rule 

202(a)(11)(G)–1 (the ‘‘Family Office 

Rule’’). For purposes of the application, 

the term ‘‘Simon Family’’ means the 

lineal descendants of William E. Simon, 

their spouses, and all of the persons and 

entities that qualify as Family Clients as 

defined in paragraph (d)(4) of the 

Family Office Rule. Capitalized terms 

herein have the same meaning as 

defined in the Family Office Rule. 

2. The Applicant provides both 

advisory and non-advisory services 

(collectively, ‘‘Services’’). Any Service 

provided by the Applicant that relates to 

investment advice about securities or 

may otherwise be construed as advisory 

in nature is considered an ‘‘Advisory 

Service.’’ 

3. The Applicant represents that: (i) 

Other than the exception discussed in 

representation 4 below, each of the 

persons served by the Applicant is a 

Family Client, i.e., the Applicant has no 

investment advisory clients other than 

Family Clients as required by paragraph 

(b)(1) of the Family Office Rule; (ii) the 

Applicant is owned and controlled in a 

manner that complies in all respects 

with paragraph (b)(2) of the Family 

Office Rule; and (iii) the Applicant does 

not hold itself out to the public as an 

investment adviser as required by 

paragraph (b)(3) of the Family Office 

Rule. At the time of the application, the 

Applicant represents that Family 

Members account for approximately 89 

percent of the natural persons to whom 

the Applicant provides Advisory 

Services. 

4. The Applicant provides Services to 

the sibling of a former spouse of 

William E. Simon’s lineal descendant 

(‘‘Former Sister-in-Law’’) as well as a 

private foundation funded exclusively 

by this sibling (collectively, the 

‘‘Additional Family Client’’). The 

Applicant represents that if the Former 

Sister-in-Law were a Family Client, the 

related foundation would meet the 

requirements of (d)(4)(v) of the Family 

Office Rule. 

5. The Additional Family Client does 

not have an ownership interest in the 

Applicant. The Applicant represents 

that the assets beneficially owned by 

Family Members and/or Family Entities 

(excluding the Additional Family 

Client’s Family Entity) make up at least 

75 percent of the total assets for which 

the Applicant provides Advisory 

Services. 

6. The Applicant represents that the 

Additional Family Client has important 

familial ties to and is an integral part of 

the Simon Family. The Applicant 

maintains that including the Additional 

Family Client in the ‘‘family’’ simply 

recognizes and memorializes the 

familial ties and intra-familial 

relationships that already exist, and 

have existed for at least 26 years while 

the assets of the Additional Family 

Client were managed by the Simon 

Family. 

The Applicant’s Legal Analysis 

1. Section 202(a)(11) of the Advisers 

Act defines the term ‘‘investment 

adviser’’ to mean ‘‘any person who, for 

compensation, engages in the business 

of advising others, either directly or 

through publications or writings, as to 

the value of securities or as to the 

advisability of investing in, purchasing, 

or selling securities, or who, for 

compensation and as part of a regular 

business, issues or promulgates analyses 

or reports concerning securities. . . .’’ 

2. The Applicant falls within the 

definition of an investment adviser 

under Section 202(a)(11). The Family 

Office Rule provides an exclusion from 

the definition of investment adviser for 

which the Applicant would be eligible 

but for the provision of Services to the 

Additional Family Client. Section 203(a) 

of the Advisers Act requires investment 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 249 / Tuesday, December 30, 2014 / Notices 78519 

advisers to register with the SEC. 

Because the Applicant has regulatory 

assets under management of more than 

$100 million, it is not prohibited from 

registering with Commission under 

Section 203A(a) of the Advisers Act. 

Therefore, absent relief, the Applicant 

would be required to register under 

Section 203(a) of the Advisers Act. 

3. The Applicant submits that its 

relationship with the Additional Family 

Client does not change the nature of the 

office into that of a commercial advisory 

firm. In support of this argument, the 

Applicant notes that if the Former 

Sister-in-Law were the spouse of a lineal 

descendant, rather than the sibling of a 

former spouse of a lineal descendant, 

there would be no question that each of 

the persons presently being served by 

the office would be a Family Member, 

and that the related foundation would 

meet the requirements of paragraph 

(d)(4)(v) of the Family Office Rule 

pertaining to charitable foundations. 

The Applicant states that in requesting 

the order, the office is not attempting to 

expand its operations or engage in any 

level of commercial activity to which 

the Advisers Act is designed to apply. 

Indeed, although the Additional Family 

Client does not fall within the definition 

of Family Member, she is considered to 

be, and treated as, a member of the 

Simon Family and the number of 

natural persons who are not Family 

Members as a percentage of the total 

natural persons to whom the office 

would provide Advisory Services if 

relief were granted would be only 

approximately 11 percent. The 

Applicant maintains that, from the 

perspective of the Simon Family, the 

Applicant seeks to continue providing 

Advisory Services exclusively to 

members of a single family. 

4. The Applicant also submits that 

there is no public interest in requiring 

the Applicant to be registered under the 

Advisers Act. The Applicant states that 

the office is a private organization that 

was formed to be the ‘‘family office’’ for 

the Simon Family, and that the office 

does not have any public clients. The 

Applicant maintains that the office’s 

Advisory Services are tailored 

exclusively to the needs of the Simon 

Family and the Additional Family 

Client. The Applicant argues that the 

presence of the Additional Family 

Client, who has been receiving Advisory 

Services from the office for 26 years, 

does not create any public interest that 

would require the office to be registered 

under the Advisers Act that is different 

in any manner than the considerations 

that apply to a ‘‘family office’’ that 

complies in all respects with the Family 

Office Rule. 

5. The Applicant argues that, although 

the Family Office Rule largely codified 

the exemptive orders that the 

Commission had previously issued 

before the enactment of the Dodd-Frank 

Wall Street Reform and Consumer 

Protection Act, the Commission 

recognized in proposing the rule that 

the exact representations, conditions, or 

terms contained in every exemptive 

order could not be captured in a rule of 

general applicability. The Commission 

noted that family offices would remain 

free to seek a Commission exemptive 

order to advise an individual or entity 

that did not meet the proposed family 

client definition, and that certain 

situations may raise unique conflicts 

and issues that are more appropriately 

addressed through an exemptive order 

process where the Commission can 

consider the specific facts and 

circumstances, than through a rule of 

general applicability. The Applicant 

maintains that its unusual 

circumstances—providing Services to 

Family Clients and to an Additional 

Family Client for the past 26 years— 

have not changed the nature of the 

office’s operations into that of a 

commercial advisory business, and that 

an exemptive order is appropriate based 

on the Applicant’s specific facts and 

circumstances. 

6. For the foregoing reasons, the 

Applicant requests an order declaring it 

to be a person not within the intent of 

Section 202(a)(11) of the Advisers Act. 

The Applicant submits that the order is 

necessary and appropriate, in the public 

interest, consistent with the protection 

of investors, and consistent with the 

purposes fairly intended by the policy 

and provisions of the Advisers Act. 

The Applicant’s Conditions 

1. The Applicant will offer and 

provide Advisory Services only to 

Family Clients and to the Additional 

Family Client, who will generally be 

deemed to be, and be treated as if she 

and the related foundation were, a 

Family Client; provided, however, that 

the Additional Family Client will be 

deemed to be, and treated as if she were, 

a Family Member for purposes of 

paragraph (b)(1) and for purposes of 

paragraph (d)(4)(vi) of the Family Office 

Rule. 

2. The Applicant will at all times be 

wholly owned by Family Clients and 

exclusively controlled (directly or 

indirectly) by one or more Family 

Members and/or Family Entities 

(excluding the Additional Family 

Client’s Family Entity) as defined in 

paragraph (d)(5) of the Family Office 

Rule. 

3. At all times the assets beneficially 

owned by Family Members and/or 

Family Entities (excluding the 

Additional Family Client’s Family 

Entity) will account for at least 75 

percent of the assets for which the 

Applicant provides Advisory Services. 

4. The Applicant will comply with all 

the terms for exclusion from the 

definition of investment adviser under 

the Advisers Act set forth in the Family 

Office Rule except for the limited 

exception requested by this Application. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30435 Filed 12–29–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–31388; File No. 812–14403] 

Royal Bank of Canada, et al.; Notice of 

Application and Temporary Order 

December 19, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Temporary order and notice of 

application for a permanent order under 

section 9(c) of the Investment Company 

Act of 1940 (‘‘Act’’). 

SUMMARY OF APPLICATION: Applicants 

have received a temporary order 

(‘‘Temporary Order’’) exempting them 

from section 9(a) of the Act, with 

respect to an injunction entered against 

Royal Bank of Canada (‘‘RBC’’) on 

December 18, 2014 by the United States 

District Court for the Southern District 

of New York (‘‘Court’’), in connection 

with a consent order between RBC and 

the United States Commodity Futures 

Trading Commission (‘‘CFTC’’), until 

the Commission takes final action on an 

application for a permanent order (the 

‘‘Permanent Order,’’ and with the 

Temporary Order, the ‘‘Orders’’). 

Applicants also have applied for a 

Permanent Order. 

APPLICANTS: RBC, RBC Europe Limited 

(‘‘RBC EL’’), RBC Capital Markets 

Arbitrage, S.A. (‘‘CMA’’), RBC Global 

Asset Management (U.S.) Inc. (‘‘GAM 

US’’), BlueBay Asset Management LLP 

(‘‘BlueBay LLP’’), BlueBay Asset 

Management USA LLC (‘‘BlueBay 

USA’’), and RBC Global Asset 

Management (UK) Limited (‘‘GAM UK’’) 

(each an ‘‘Applicant’’ and collectively, 

the ‘‘Applicants’’). 

DATES: Filing Date: The application was 

filed on December 19, 2014. 

mstockstill on DSK4VPTVN1PROD with NOTICES