Sunshine Act Meeting, 5853-5854 [2015-02102]
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Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices
section 15(a) of the Act and rule 18f–2
under the Act.
7. If a new Subadvisor is retained in
reliance on the requested order, the
Funds will inform shareholders of the
hiring of a new Subadvisor pursuant to
the following procedures (‘‘Modified
Notice and Access Procedures’’): (a)
Within 90 days after a new Subadvisor
is hired for any Fund, that Fund will
send its shareholders either a Multimanager Notice or a Multi-manager
Notice and Multi-manager Information
Statement; 5 and (b) the Fund will make
the Multi-manager Information
Statement available on the Web site
identified in the Multi-manager Notice
no later than when the Multi-manager
Notice (or Multi-manager Notice and
Multi-manager Information Statement)
is first sent to shareholders, and will
maintain it on that Web site for at least
90 days. Applicants assert that a proxy
solicitation to approve the appointment
of new Subadvisors would provide no
more meaningful information to
shareholders than the proposed Multimanager Information Statement.
Moreover, as indicated above, the
applicable Board would comply with
the requirements of sections 15(a) and
15(c) of the Act before entering into or
amending Subadvisory Agreements.
8. Applicants assert that the requested
disclosure relief will benefit
shareholders of the Funds because it
will improve the Advisor’s ability to
negotiate the fees paid to Subadvisors.
Applicants state that the Advisor may
be able to negotiate rates that are below
a Subadvisor’s ‘‘posted’’ amounts if the
Advisor is not required to disclose the
Subadvisors’ fees to the public.
Applicants’ Conditions
rljohnson on DSK3VPTVN1PROD with NOTICES
Applicants agree that any order
granting the requested relief will be
subject to the following conditions:
5 A ‘‘Multi-manager Notice’’ will be modeled on
a Notice of Internet Availability as defined in rule
14a–16 under the Exchange Act, and specifically
will, among other things: (a) Summarize the
relevant information regarding the new Subadvisor;
(b) inform shareholders that the Multi-manager
Information Statement is available on a Web site;
(c) provide the Web site address; (d) state the time
period during which the Multi-manager Information
Statement will remain available on that Web site;
(e) provide instructions for accessing and printing
the Multi-manager Information Statement; and (f)
instruct the shareholder that a paper or email copy
of the Multi-manager Information Statement may be
obtained, without charge, by contacting the Funds.
A ‘‘Multi-manager Information Statement’’ will
meet the requirements of Regulation 14C, Schedule
14C and Item 22 of Schedule 14A under the
Exchange Act for an information statement, except
as modified by the requested order to permit
Aggregate Fee Disclosure. Multi-manager
Information Statements will be filed electronically
with the Commission via the EDGAR system.
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1. Before a Fund may rely on the
order requested in the application, the
operation of the Fund in the manner
described in the application will be
approved by a majority of the Fund’s
outstanding voting securities, as defined
in the Act, or, in the case of a Fund
whose public shareholders purchase
shares on the basis of a prospectus
containing the disclosure contemplated
by condition 2 below, by the sole initial
shareholder before offering the Fund’s
shares to the public.
2. The prospectus for each Fund will
disclose the existence, substance, and
effect of any order granted pursuant to
the application. Each Fund will hold
itself out to the public as employing the
Manager of Managers Structure
described in the application. The
prospectus will prominently disclose
that the Advisor has ultimate
responsibility (subject to oversight by
the Board) to oversee the Subadvisors
and recommend their hiring,
termination, and replacement.
3. Funds will inform shareholders of
the hiring of a new Subadvisor within
90 days after the hiring of a new
Subadvisor pursuant to the Modified
Notice and Access Procedures.
4. The Advisor will not enter into a
Subadvisory Agreement with any
Affiliated Subadvisor without that
agreement, including the compensation
to be paid thereunder, being approved
by the shareholders of the applicable
Fund.
5. At all times, at least a majority of
the Board will be Independent Trustees,
and the nomination and selection of
new or additional Independent Trustees
will be placed within the discretion of
the then-existing Independent Trustees.
6. When a Subadvisor change is
proposed for a Fund with an Affiliated
Subadvisor, the Board, including a
majority of the Independent Trustees,
will make a separate finding, reflected
in the applicable Board minutes, that
such change is in the best interests of
the Fund and its shareholders and does
not involve a conflict of interest from
which the Advisor or the Affiliated
Subadvisor derives an inappropriate
advantage.
7. Independent legal counsel, as
defined in rule 0–1(a)(6) under the Act,
will be engaged to represent the
Independent Trustees. The selection of
such counsel will be within the
discretion of the then existing
Independent Trustees.
8. Each Advisor will provide the
Board, no less frequently than quarterly,
with information about the profitability
of the Advisor on a per-Fund basis. The
information will reflect the impact on
profitability of the hiring or termination
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5853
of any Subadvisor during the applicable
quarter.
9. Whenever a Subadvisor is hired or
terminated, the Advisor will provide the
Board with information showing the
expected impact on the profitability of
the Advisor.
10. The Advisor will provide general
management services to each Fund,
including overall supervisory
responsibility for the general
management and investment of the
Fund’s assets and, subject to review and
approval of the Board, will (i) set each
Fund’s overall investment strategies; (ii)
evaluate, select and recommend
Subadvisors to manage all or part of a
Fund’s assets; (iii) when appropriate,
allocate and reallocate a Fund’s assets
among multiple Subadvisors; (iv)
monitor and evaluate the performance
of Subadvisors; and (v) implement
procedures reasonably designed to
ensure that the Subadvisors comply
with each Fund’s investment objective,
policies and restrictions.
11. No trustee or officer of the Trust,
or of a Fund, or director or officer of the
Advisor, will own directly or indirectly
(other than through a pooled investment
vehicle that is not controlled by such
person) any interest in a Subadvisor,
except for (a) ownership of interests in
the Advisor or any entity that controls,
is controlled by, or is under common
control with the Advisor; or (b)
ownership of less than 1% of the
outstanding securities of any class of
equity or debt of a publicly traded
company that is either a Subadvisor or
an entity that controls, is controlled by,
or is under common control with a
Subadvisor.
12. Each Fund will disclose in its
registration statement the Aggregate Fee
Disclosure.
13. In the event the Commission
adopts a rule under the Act providing
substantially similar relief to that in the
order requested in the application, the
requested order will expire on the
effective date of that rule.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015–02065 Filed 2–2–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
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Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices
the Securities and Exchange
Commission will hold a Closed Meeting
on Thursday, February 5, 2015 at 2:00
p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or her designee, has
certified that, in her opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matter at the Closed Meeting.
Commissioner Aguilar, as duty
officer, voted to consider the items
listed for the Closed Meeting in closed
session.
The subject matter of the Closed
Meeting will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Litigation Matter;
Adjudicatory Matter; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact the Office of the Secretary at
(202) 551–5400.
Dated: January 29, 2015.
Lynn M. Powalski,
Deputy Secretary.
[FR Doc. 2015–02102 Filed 1–30–15; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–74165; File No. SR–EDGX–
2015–04]
Self-Regulatory Organizations; EDGX
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Make Non-Substantive
Amendments and Clarifications to the
Fee Schedule
rljohnson on DSK3VPTVN1PROD with NOTICES
January 28, 2015.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on January
16, 2015, EDGX Exchange, Inc. (the
1 15
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
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‘‘Exchange’’ or ‘‘EDGX’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II and III
below, which Items have been prepared
by the Exchange. The Exchange has
designated the proposed rule change as
one establishing or changing a member
due, fee, or other charge imposed by the
Exchange under Section 19(b)(3)(A)(ii)
of the Act 3 and Rule 19b–4(f)(2)
thereunder,4 which renders the
proposed rule change effective upon
filing with the Commission. 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 Substance of
the Proposed Rule Change
The Exchange filed a proposal to
amend its fees and rebates applicable to
Members 5 of the Exchange pursuant to
EDGX Rule 15.1(a) and (c) (‘‘Fee
Schedule’’) to make several nonsubstantive amendments and
clarifications as part of its migration
onto the same technology platform as its
affiliated exchanges, BATS Exchange,
Inc. (‘‘BZX’’) and BATS Y-Exchange,
Inc. (‘‘BYX’’, collectively with BZX,
‘‘BATS’’). The proposed rule change
does not amend any existing fees or
rebates, nor do they alter the manner in
which the Exchange assesses fees or
calculates rebates.
The text of the proposed rule change
is available at the Exchange’s Web site
at https://www.batstrading.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
Exchange 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 these
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.
3 15
U.S.C. 78s(b)(3)(A)(ii).
CFR 240.19b–4(f)(2).
5 The term ‘‘Member’’ is defined as ‘‘any
registered broker or dealer, or any person associated
with a registered broker or dealer, that has been
admitted to membership in the Exchange. A
Member will have the status of a ‘‘member’’ of the
Exchange as that term is defined in Section 3(a)(3)
of the Act.’’ See Exchange Rule 1.5(n).
4 17
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A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Earlier this year, the Exchange and its
affiliate, EDGA Exchange, Inc.
(‘‘EDGA’’) received approval to effect a
merger (the ‘‘Merger’’) of the Exchange’s
parent company, Direct Edge Holdings
LLC, with BATS Global Markets, Inc.,
the parent of BATS (together with
BATS, EDGA and EDGX, the ‘‘BGM
Affiliated Exchanges’’).6 In the context
of the Merger, the BGM Affiliated
Exchanges are working to migrate EDGX
and EDGA onto the BATS technology
platform, and align certain system
functionality and rules, retaining only
intended differences between the BGM
Affiliated Exchanges. As a result of
these efforts, the Exchange proposes to
make several non-substantive
amendments and clarifications to its Fee
Schedule as part of its migration onto
the BATS technology platform. The
Exchange notes that none of these
changes substantively amend any fee or
rebate, nor do they alter the manner in
which the Exchange assesses fees or
calculates rebates. Specifically, the
Exchange is proposing the following:
• To eliminate the lead-in text that
reads, ‘‘Download in pdf format. Rebates
& Charges for Adding, Removing or
Routing Liquidity per share for Tape A,
B, & C securities 1’’ and replace it with
the heading, ‘‘Transaction Fees.’’
• Replace references to the term
‘‘liquidity flag’’ or ‘‘flag’’ with the term
‘‘fee code’’ throughout the Fee
Schedule.
• Amend the bullets under the
renamed section, Transactions to: (i)
Clarify that the rates apply to a
Member’s transactions by adding the
term ‘‘transactions’’; and (ii) add a
statement to clarify that, unless
otherwise noted, all routing fees and
rebates are for removing liquidity from
the destination venue.
• Rename the section entitled,
‘‘Liquidity Flags’’ as ‘‘Fee Codes and
Associated Fees.’’ The Exchange also
proposes to: (i) Clarify under this
section which fee codes apply to
removing or adding liquidity on EDGX;
(ii) amend certain terminology to ensure
consistent phrasing and to align with
similar language included in the BATS
fee schedules; and (iii) amend: (a) Fee
code O to clarify that it applies to orders
routed to the listing market opening or
re-opening cross; (b) fee code R to clarify
6 See Securities Exchange Act Release No. 71449
(January 30, 2014), 79 FR 6961 (February 5, 2014)
(SR–EDGX–2013–43; SR–EDGA–2013–34).
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[Federal Register Volume 80, Number 22 (Tuesday, February 3, 2015)]
[Notices]
[Pages 5853-5854]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-02102]
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SECURITIES AND EXCHANGE COMMISSION
Sunshine Act Meeting
Notice is hereby given, pursuant to the provisions of the
Government in the Sunshine Act, Public Law 94-409, that
[[Page 5854]]
the Securities and Exchange Commission will hold a Closed Meeting on
Thursday, February 5, 2015 at 2:00 p.m.
Commissioners, Counsel to the Commissioners, the Secretary to the
Commission, and recording secretaries will attend the Closed Meeting.
Certain staff members who have an interest in the matters also may be
present.
The General Counsel of the Commission, or her designee, has
certified that, in her opinion, one or more of the exemptions set forth
in 5 U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) and 17 CFR
200.402(a)(3), (5), (7), 9(ii) and (10), permit consideration of the
scheduled matter at the Closed Meeting.
Commissioner Aguilar, as duty officer, voted to consider the items
listed for the Closed Meeting in closed session.
The subject matter of the Closed Meeting will be:
Institution and settlement of injunctive actions;
Institution and settlement of administrative proceedings;
Litigation Matter;
Adjudicatory Matter; and
Other matters relating to enforcement proceedings.
At times, changes in Commission priorities require alterations in
the scheduling of meeting items.
For further information and to ascertain what, if any, matters have
been added, deleted or postponed, please contact the Office of the
Secretary at (202) 551-5400.
Dated: January 29, 2015.
Lynn M. Powalski,
Deputy Secretary.
[FR Doc. 2015-02102 Filed 1-30-15; 11:15 am]
BILLING CODE 8011-01-P
