SEC Advisory Committee on Small and Emerging Companies, 8374-8375 [2015-03221]

Download as PDF 8374 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicants request an exemption under section 6(c) from sections 18(c) and 18(i) to permit the Fund to issue multiple Classes. 4. Applicants submit that the proposed allocation of expenses and voting rights among multiple classes is equitable and will not discriminate against any group or class of shareholders. Applicants submit that the proposed system would permit the Fund to facilitate the distribution of Classes through diverse distribution channels and would provide investors with a broader choice of shareholder options. Applicants assert that the proposed closed-end investment company multiple class structure does not raise the concerns underlying section 18 of the Act to any greater degree than open-end investment companies’ multiple class structures that are permitted by rule 18f–3 under the Act. Applicants state the Fund will comply with the provisions of rule 18f– 3 as if it were an open-end investment company. Applicants’ Legal Analysis tkelley on DSK3SPTVN1PROD with NOTICES Fund and any distributor of shares of the Fund.5 7. The Fund will allocate all expenses incurred by it among the various Classes based on net assets of the Fund attributable to each such Class, except that the NAV and expenses of each Class will reflect the expenses associated with the Distribution and Service Plan of that Class (if any), and any other incremental expenses of that Class (including transfer agency fees, if any). Expenses of the Fund allocated to a particular Class of the Fund’s shares will be borne on a pro rata basis by each outstanding share of that Class. Applicants state that the Fund will comply with the provisions of rule 18f– 3 under the Act as if it were an openend investment company. 8. In the event the Funds impose a CDSC, applicants will comply with the provisions of rule 6c–10 under the Act, as if that rule applied to closed-end management investment companies. With respect to any waiver of, scheduled variation in, or elimination of the CDSC, the Fund will comply with the requirements of rule 22d–1 under the Act as if the Fund were an open-end investment company. CDSCs 5. Applicants believe that the requested relief meets the standards of section 6(c) of the Act. Rule 6c–10 under the Act permits open-end investment companies to impose CDSCs, subject to certain conditions. Applicants state that the Fund does not anticipate imposing CDSCs and would only do so in compliance with rule 6c– 10 under the Act as if that rule were applied to closed-end investment companies. The Fund also will make all required disclosures in accordance with the requirements of Form N–1A concerning CDSCs. Applicants further state that, in the event the Fund imposes CDSCs, the Fund will apply the CDSCs (and any waivers or scheduled variations of the CDSCs) uniformly to all shareholders in a given class and consistently with the requirements of rule 22d–1 under the Act. Multiple Classes of Shares 1. Section 18(c) of the Act provides, in relevant part, that a closed-end investment company may not issue or sell any senior security if, immediately thereafter, the company has outstanding more than one class of senior security. Applicants state that the creation of multiple Classes of the Fund may be prohibited by section 18(c). 2. Section 18(i) of the Act provides that each share of stock issued by a registered management investment company will be a voting stock and have equal voting rights with every other outstanding voting stock. Applicants state that permitting multiple Classes of the Fund may violate section 18(i) of the Act because each Class would be entitled to exclusive voting rights with respect to matters solely related to that Class. 3. 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 provision of the Act, or from any rule under the Act, if and to the extent such exemption is 5 See Confirmation Requirements and Point of Sale Disclosure Requirements for Transactions in Certain Mutual Funds and Other Securities, and Other Confirmation Requirement Amendments, and Amendments to the Registration Form for Mutual Funds, Investment Company Act Release No. 26341 (Jan. 29, 2004) (proposing release). VerDate Sep<11>2014 16:51 Feb 13, 2015 Jkt 235001 Asset-Based Service and/or Distribution Fees 6. Section 17(d) of the Act and rule 17d–1 under the Act prohibit an affiliated person of a registered investment company or an affiliated person of such person, acting as principal, from participating in or effecting any transaction in which such registered company is a joint or a joint and several participant unless the Commission issues an order permitting the transaction. In reviewing PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 applications submitted under section 17(d) and rule 17d–1, the Commission considers whether the participation of the investment company in a joint enterprise or joint arrangement is consistent with the provisions, policies and purposes of the Act, and the extent to which the participation is on a basis different from or less advantageous than that of other participants. 7. Rule 17d–3 under the Act provides an exemption from section 17(d) and rule 17d–1 to permit open-end investment companies to enter into distribution arrangements pursuant to rule 12b–1 under the Act. Applicants request an order under section 17(d) and rule 17d–1 under the Act to permit the Fund to impose Distribution Fees and/ or Service Fees. Applicants have agreed to comply with rules 12b–1 and 17d–3 as if those rules applied to closed-end investment companies. Applicants’ Condition Applicants agree that any order granting the requested relief will be subject to the following condition: Applicants will comply with the provisions of rules 6c–10, 12b–1, 17d– 3, 18f–3 and 22d–1 under the Act, as amended from time to time or replaced, as if those rules applied to closed-end management investment companies, and will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies. For the Commission, by the Division of Investment Management, under delegated authority. Brent J. Fields, Secretary. [FR Doc. 2015–03099 Filed 2–13–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release Nos. 33–9724; 34–74260; File No. 265–27] SEC Advisory Committee on Small and Emerging Companies Securities and Exchange Commission. ACTION: Notice of meeting. AGENCY: The Securities and Exchange Commission Advisory Committee on Small and Emerging Companies is providing notice that it will hold a public meeting on Wednesday, March 4, 2015, in Multi-Purpose Room LL–006 at the Commission’s headquarters, 100 F Street NE., Washington, DC. The meeting will begin at 9:30 a.m. (EST) SUMMARY: E:\FR\FM\17FEN1.SGM 17FEN1 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices and will be open to the public. The meeting will be webcast on the Commission’s Web site at www.sec.gov. Persons needing special accommodations to take part because of a disability should notify the contact person listed below. The public is invited to submit written statements to the Committee. The agenda for the meeting includes matters relating to rules and regulations affecting small and emerging companies under the federal securities laws. DATES: The public meeting will be held on Wednesday, March 4, 2015. Written statements should be received on or before March 2, 2015. ADDRESSES: The meeting will be held at the Commission’s headquarters, 100 F Street NE., Washington, DC. Written statements may be submitted by any of the following methods: Electronic Statements • Use the Commission’s Internet submission form (https://www.sec.gov/ spotlight/acsec-spotlight.shtml ); or • Send an email message to rulecomments@sec.gov. Please include File Number 265–27 on the subject line; or tkelley on DSK3SPTVN1PROD with NOTICES Paper Statements • Send paper statements in triplicate to Brent J. Fields, Federal Advisory Committee Management Officer, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File No. 265–27. This file number should be included on the subject line if email is used. To help us process and review your statement more efficiently, please use only one method. The Commission will post all statements on the Advisory Committee’s Web site (https:// www.sec.gov/spotlight/acsecspotlight.shtml). Statements also will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Room 1580, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All statements received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT: Julie Z. Davis, Senior Special Counsel, at (202) 551–3460, Office of Small Business Policy, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–3628. VerDate Sep<11>2014 17:53 Feb 13, 2015 Jkt 235001 In accordance with Section 10(a) of the Federal Advisory Committee Act, 5 U.S.C.-App. 1, and the regulations thereunder, Keith Higgins, Designated Federal Officer of the Committee, has ordered publication of this notice. SUPPLEMENTARY INFORMATION: Dated: February 11, 2015. Brent J. Fields, Committee Management Officer. 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 the Securities and Exchange Commission will hold a proxy voting roundtable on February 19, 2015 from 9:30 a.m. to 1:00 p.m. The roundtable will focus on universal proxy ballots and retail participation in the proxy process. Roundtable panelists will be invited to discuss the state of contested director elections and whether changes should be made to the federal proxy rules to facilitate the use of universal proxy ballots by management and proxy contestants. Roundtable panelists also will be asked to discuss strategies for increasing retail shareholder participation in the proxy process, including how technology might affect retail participation. The roundtable discussion will be held at SEC headquarters at 100 F Street NE., in Washington, DC. The roundtable will be webcast on the Commission’s Web site at www.sec.gov and will be archived for later viewing. Seating for the public will be available. (202) 551–5400. Dated: February 11, 2015. Brent J. Fields, Secretary. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74236; File No. SR–EDGX– 2015–07] Self-Regulatory Organizations; EDGX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees for Use of the Exchange February 10, 2015. [FR Doc. 2015–03221 Filed 2–13–15; 8:45 am] FOR FURTHER INFORMATION, PLEASE CONTACT: The Office of the Secretary 8375 at 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 30, 2015, EDGX Exchange, Inc. (the ‘‘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: (i) Amend the definitions of ADV and TCV to remove a provision to exclude shares on each day from January 12, 2015 up to and including January 16, 2015; (ii) update the description of fee code D to include routing using the RDOT routing strategy; (iii) delete fee codes M and U, which route to LavaFlow; and (iv) make a number of non-substantive and organizational amendments. The text of the proposed rule change is available at the Exchange’s Web site at www.batstrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. [FR Doc. 2015–03250 Filed 2–12–15; 11:15 am] 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 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). BILLING CODE 8011–01–P PO 00000 Frm 00091 Fmt 4703 2 17 Sfmt 4703 E:\FR\FM\17FEN1.SGM 17FEN1

Agencies

[Federal Register Volume 80, Number 31 (Tuesday, February 17, 2015)]
[Notices]
[Pages 8374-8375]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-03221]


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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-9724; 34-74260; File No. 265-27]


SEC Advisory Committee on Small and Emerging Companies

AGENCY: Securities and Exchange Commission.

ACTION: Notice of meeting.

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SUMMARY: The Securities and Exchange Commission Advisory Committee on 
Small and Emerging Companies is providing notice that it will hold a 
public meeting on Wednesday, March 4, 2015, in Multi-Purpose Room LL-
006 at the Commission's headquarters, 100 F Street NE., Washington, DC. 
The meeting will begin at 9:30 a.m. (EST)

[[Page 8375]]

and will be open to the public. The meeting will be webcast on the 
Commission's Web site at www.sec.gov. Persons needing special 
accommodations to take part because of a disability should notify the 
contact person listed below. The public is invited to submit written 
statements to the Committee. The agenda for the meeting includes 
matters relating to rules and regulations affecting small and emerging 
companies under the federal securities laws.

DATES: The public meeting will be held on Wednesday, March 4, 2015. 
Written statements should be received on or before March 2, 2015.

ADDRESSES: The meeting will be held at the Commission's headquarters, 
100 F Street NE., Washington, DC. Written statements may be submitted 
by any of the following methods:

Electronic Statements

     Use the Commission's Internet submission form (https://www.sec.gov/spotlight/acsec-spotlight.shtml ); or
     Send an email message to rule-comments@sec.gov. Please 
include File Number 265-27 on the subject line; or

Paper Statements

     Send paper statements in triplicate to Brent J. Fields, 
Federal Advisory Committee Management Officer, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File No. 265-27. This file number 
should be included on the subject line if email is used. To help us 
process and review your statement more efficiently, please use only one 
method. The Commission will post all statements on the Advisory 
Committee's Web site (https://www.sec.gov/spotlight/acsec-spotlight.shtml).
    Statements also will be available for Web site viewing and printing 
in the Commission's Public Reference Room, 100 F Street NE., Room 1580, 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. All statements received will be posted without 
change; we do not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly.

FOR FURTHER INFORMATION CONTACT: Julie Z. Davis, Senior Special 
Counsel, at (202) 551-3460, Office of Small Business Policy, Division 
of Corporation Finance, Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: In accordance with Section 10(a) of the 
Federal Advisory Committee Act, 5 U.S.C.-App. 1, and the regulations 
thereunder, Keith Higgins, Designated Federal Officer of the Committee, 
has ordered publication of this notice.

     Dated: February 11, 2015.
Brent J. Fields,
Committee Management Officer.
[FR Doc. 2015-03221 Filed 2-13-15; 8:45 am]
BILLING CODE 8011-01-P
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