Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 18277 

invitations to serve as Volunteers. The 

purpose of the form is to provide the 

Peace Corps with the results of the 

Applicant’s latest colon cancer 

screening. Any testing deemed 

appropriate by the American Cancer 

Society is accepted. The Peace Corps 

uses the information in the Colon 

Cancer Screening Form to determine if 

the Applicant currently has colon 

cancer. Additional instructions are 

included pertaining to abnormal test 

results. 

• ECG Form 

(a) Estimated number of Applicants/ 

physicians: 354/354. 

(b) Frequency of response: One time. 

(c) Estimated average burden per 

response: 25 minutes/15 minutes. 

(d) Estimated total reporting burden: 

147.5 hours/88.5 hours. 

(e) Estimated annual cost to 

respondents: Indeterminate. 

General description of collection: The 

ECG Form is used with all Applicants 

who are 50 years of age or older, who 

have received invitations to serve as 

Volunteers. The purpose of the form is 

to provide the Peace Corps with the 

results of an electrocardiogram. The 

Peace Corps uses the information in the 

electrocardiogram to assess whether the 

Applicant has any cardiac abnormalities 

that might affect the Applicant’s service. 

Additional instructions are included 

pertaining to abnormal test results. The 

electrocardiogram is performed as part 

of the Applicant’s physical examination. 

• Reactive Tuberculin Test Evaluation 

Form 

(a) Estimated number of Applicants/ 

physicians: 352/352. 

(b) Frequency of response: One time. 

(c) Estimated average burden per 

response: 75–105 minutes/30 minutes. 

(d) Estimated total reporting burden: 

440–616 hours/176 hours. 

(e) Estimated annual cost to 

respondents: Indeterminate. 

General description of collection: The 

Reactive Tuberculin Test Evaluation 

Form is used when an Applicant, who 

has received an invitation to serve as 

Volunteer, reports a history of reactivity 

to tuberculosis skin testing or a history 

of BCG vaccination in the Health 

History Form or if a reactivity is 

discovered as part of the Applicant’s 

physical examination. In these cases, 

the Applicant is provided a Reactive 

Tuberculin Test Evaluation Form for the 

treating physician to complete. The 

treating physician is asked to document 

the type and date of a current TB test, 

TB test history, diagnostic tests if 

indicated, treatment history, risk 

assessment for developing active TB, 

current TB symptoms, and 

recommendations for further evaluation 

and treatment. In the case of a positive 

result on the TB test, a chest x-ray is 

also required, along with treatment for 

latent TB. 

• Insulin Dependent Supplemental 

Documentation Form 

(a) Estimated number of Applicants/ 

physicians: 8/8. 

(b) Frequency of response: One time. 

(c) Estimated average burden per 

response: 70 minutes/60 minutes. 

(d) Estimated total reporting burden: 

9.3 hours/8 hours. 

(e) Estimated annual cost to 

respondents: Indeterminate. 

General description of collection: The 

Insulin Dependent Supplemental 

Documentation Form is used with 

Applicants, who have received 

invitations to serve as Volunteers, and 

who have reported on the Health 

History Form that they have insulin 

dependent diabetes. In these cases, the 

Applicant is provided an Insulin 

Dependent Supplemental 

Documentation Form for the treating 

physician to complete. The Insulin 

Dependent Supplemental 

Documentation Form asks the treating 

physician to document that he or she 

has discussed with the Applicant 

medication (insulin) management, 

including whether an insulin pump is 

required, as well as the care and 

maintenance of all required diabetes 

related monitors and equipment. This 

form assists the Peace Corps in 

determining whether the Applicant will 

be in need of insulin storage while in 

service and, if so, will assist the Peace 

Corps in determining an appropriate 

placement for the Applicant. 

• Prescription for Eyeglasses Form 

(a) Estimated number of Applicants/ 

physicians: 2,432/2,432. 

(b) Frequency of response: One time. 

(c) Estimated average burden per 

response: 105 minutes/15 minutes. 

(d) Estimated total reporting burden: 

4,256 hours/608 hours. 

(e) Estimated annual cost to 

respondents: Indeterminate. 

General description of collection: The 

Prescription for Eyeglasses Form is used 

with Applicants, who have received 

invitations to serve as Volunteers, and 

who have reported on the Health 

History Form that they use corrective 

lenses or otherwise have uncorrected 

vision that is worse than 20/40. In these 

cases, Applicants are provided a 

Prescription for Eyeglasses Form for 

their prescriber to indicate eyeglasses 

frame measurements, lens instructions, 

type of lens, gross vision and any 

special instructions. This form is used 

in order to enable the Peace Corps to 

obtain replacement eyeglasses for a 

Volunteer during service. 

Request for Comment: Peace Corps 

invites comments on whether the 

proposed collections of information are 

necessary for proper performance of the 

functions of the Peace Corps, including 

whether the information will have 

practical use; the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the information 

to be collected; and, ways to minimize 

the burden of the collection of 

information on those who are to 

respond, including through the use of 

automated collection techniques, when 

appropriate, and other forms of 

information technology. 

Dated: This notice is issued in Washington, 

DC on March 22, 2012. 

Garry W. Stanberry, 

Acting Associate Director, Management. 

[FR Doc. 2012–7339 Filed 3–26–12; 8:45 am] 

BILLING CODE 6051–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29984; 812–13971] 

Domini Social Investment Trust and 

Domini Social Investments LLC; Notice 

of Application 

March 21, 2012. 

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. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: Domini Social Investment 

Trust (the ‘‘Trust’’) and Domini Social 

Investments LLC (the ‘‘Adviser’’) 

(collectively, ‘‘Applicants’’). 

DATES: Filing Dates: The application was 

filed October 26, 2011, and amended on 

March 15, 2012. 

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 

mstockstill on DSK4VPTVN1PROD with NOTICES

18278 Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 

1Applicants also request relief with respect to 

any future series of the Trust and to any other 

existing or future 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 (included in the term 

‘‘Adviser’’); (b) uses the manager of managers 

structure described in the application (‘‘Manager of 

Managers Structure’’); and (c) complies with the 

terms and conditions of this application (together 

with the current Series, each a ‘‘Subadvised Fund’’ 

and collectively, the ‘‘Subadvised Funds’’). The 

only existing registered open-end management 

investment company that currently intends to rely 

on the requested order is named as an Applicant. 

Each Series that is or currently intends to be a 

Subadvised Fund, and each Subadviser (as defined 

below) that currently intends to rely on the 

requested order, is identified in this application. 

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. If the name of 

any Subadvised Fund contains the name of a 

Subadviser, the name of the Adviser that serves as 

the primary adviser to the Subadvised Fund will 

precede the name of the Subadviser. 

2Each future investment advisory agreement 

between an Adviser and a Subadvised Fund is also 

included in the term ‘‘Investment Advisory 

Agreement’’. 

3The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Fund. 

4The Adviser has entered into Subadvisory 

Agreements with (i) Wellington Management 

Company LLP as a subadviser to manage the 

Domini Social Equity Fund and Domini 

International Social Equity Fund; and (ii) Seix 

Investment Advisors LLC as a subadviser to manage 

the Domini Social Bond Fund. Neither of the 

existing subadvisers is affiliated with the Adviser. 

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 April 16, 2012, and 

should be accompanied by proof of 

service on the applicants, in the form of 

an affidavit or, for lawyers, a certificate 

of service. Hearing requests should state 

the nature of the writer’s interest, 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: Elizabeth M. Murphy, 

Secretary, U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Megan L. Dunphy, Domini 

Social Investments LLC, 532 Broadway, 

9th Floor, New York, NY 10012–3939. 

FOR FURTHER INFORMATION CONTACT: 

Barbara T. Heussler, Senior Counsel, at 

(202) 551–6990, or Jennifer L. Sawin, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

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. 

Applicants’ Representations 

1. The Trust, a Massachusetts 

business trust, is registered under the 

Act as an open-end management 

investment company and currently 

offers three series of shares (each a 

‘‘Series’’), each with its own distinct 

investment objectives, policies and 

restrictions.1 The Adviser is, and any 

future Adviser will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Adviser serves as 

the investment adviser to each Series 

pursuant to an investment advisory 

agreement with the Trust (each an 

‘‘Investment Advisory Agreement’’ and 

collectively, the ‘‘Investment Advisory 

Agreements’’).2 Each Investment 

Advisory Agreement was approved or 

will be approved by the board of 

trustees of the Trust (the ‘‘Board’’), 

including a majority of the trustees who 

are not ‘‘interested persons,’’ as defined 

in section 2(a)(19) of the Act, of the 

Trust, the Subadvised Fund, or the 

Adviser (‘‘Independent Trustees’’) and 

by the shareholders of the relevant 

Subadvised Fund in the manner 

required by sections 15(a) and 15(c) of 

the Act and rule 18f–2 under the Act.3

2. Under the terms of each Investment 

Advisory Agreement, the Adviser, 

subject to the oversight of the Board, 

furnishes a continuous investment 

program for each Subadvised Fund. The 

Adviser periodically reviews investment 

policies and strategies of each 

Subadvised Fund and based on the need 

of a particular Subadvised Fund may 

recommend changes to the investment 

policies and strategies of the Subadvised 

Fund for consideration by its Board. For 

its services to each Subadvised Fund, 

the Adviser receives an investment 

advisory fee from that Subadvised Fund 

as specified in the applicable 

Investment Advisory Agreement based 

on that Subadvised Fund’s average daily 

net assets. The terms of the Investment 

Advisory Agreements also permit the 

Adviser, subject to the approval of the 

relevant Board, including a majority of 

the Independent Trustees, and the 

shareholders of the applicable 

Subadvised Funds (if required by 

applicable law), to delegate portfolio 

management responsibilities of all or a 

portion of the assets of the Subadvised 

Fund to one or more subadvisers 

(‘‘Subadvisers’’). The Adviser has 

entered into subadvisory agreements 

(‘‘Subadvisory Agreements’’) with two 

Subadvisers to serve as Subadvisers to 

the Series.4 Each Subadviser is, and any 

future Subadviser will be, an investment 

adviser as defined in section 2(a)(20) of 

the Act as well as registered with the 

Commission as an ‘‘investment adviser’’ 

under the Advisers Act. The Adviser 

evaluates, allocates assets to and 

oversees the Subadvisers, and makes 

recommendations about their hiring, 

termination and replacement to the 

Board, at all times subject to the 

authority of the Board. The Adviser 

currently compensates each Subadviser 

out of the advisory fees paid to the 

Adviser under the relevant Investment 

Advisory Agreement; in the future, 

Subadvised Funds may directly pay 

advisory fees to the Subadvisers. 

3. Applicants request an order to 

permit the Adviser, subject to Board 

approval, to select certain Subadvisers 

to manage all or a portion of the assets 

of a Subadvised Fund pursuant to a 

Sub-Advisory Agreement and materially 

amend Sub-Advisory Agreements 

without obtaining shareholder approval. 

The requested relief will not extend to 

any Subadviser that is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of the Trust or a Subadvised 

Fund or the Adviser, other than by 

reason of serving as a Subadviser to 

Subadvised Funds (‘‘Affiliated 

Subadviser’’). 

4. Applicants also request an order 

exempting the Subadvised Funds from 

certain disclosure provisions described 

below that may require the Applicants 

to disclose fees paid to each Subadviser 

by the Adviser or a Subadvised Fund. 

Applicants seek an order to permit each 

Subadvised Fund to disclose (as a dollar 

amount and a percentage of each 

Subadvised Fund’s net assets) only: (a) 

the aggregate fees paid to the Adviser 

and any Affiliated Subadvisers; and (b) 

the aggregate fees paid to Subadvisers 

other than Affiliated Subadvisers 

(collectively, the ‘‘Aggregate Fee 

Disclosure’’). A Subadvised Fund that 

employs an Affiliated Subadviser will 

provide separate disclosure of any fees 

paid to the Affiliated Subadviser. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that it is unlawful for 

any person to act as an investment 

adviser to a registered investment 

company except pursuant to a written 

contract that has been approved by the 

vote of a majority of the company’s 

outstanding voting securities. Rule 18f– 

2 under the Act provides that each 

series or class of stock in a series 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 18279 

5A ‘‘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 Subadviser; 

(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 

Subadvised 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. 

investment company affected by a 

matter must approve that matter if the 

Act requires shareholder approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires disclosure of the method and 

amount of the investment adviser’s 

compensation. 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to an 

investment company to comply with 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘Exchange Act’’). 

Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) 

and 22(c)(9) of Schedule 14A, taken 

together, require a proxy statement for a 

shareholder meeting at which the 

advisory contract will be voted upon to 

include the ‘‘rate of compensation of the 

investment adviser,’’ the ‘‘aggregate 

amount of the investment adviser’s 

fees,’’ a description of the ‘‘terms of the 

contract to be acted upon,’’ and, if a 

change in the advisory fee is proposed, 

the existing and proposed fees and the 

difference between the two fees. 

4. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b) and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statement information about 

the investment advisory fees. 

5. 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 from any rule thereunder, if such 

exemption is 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 

state that the requested relief meets this 

standard for the reasons discussed 

below. 

6. Applicants assert that the 

shareholders expect the Adviser, subject 

to the review and approval of the Board, 

to select the Subadvisers who are best 

suited to achieve the Subadvised Fund’s 

investment objective. Applicants assert 

that, from the perspective of the 

shareholder, the role of the Subadviser 

is substantially equivalent to the role of 

the individual portfolio managers 

employed by an investment adviser to a 

traditional investment company. 

Applicants state that requiring 

shareholder approval of each 

Subadvisory Agreement would impose 

unnecessary delays and expenses on the 

Subadvised Funds and may preclude 

the Subadvised Funds from acting 

promptly when the Adviser and Board 

consider it appropriate to hire 

Subadvisers or amend Subadvisory 

Agreements. Applicants note that the 

Investment Advisory Agreements and 

any Subadvisory Agreement with an 

Affiliated Subadviser (if any) will 

continue to be subject to the shareholder 

approval requirements of section 15(a) 

of the Act and rule 18f–2 under the Act. 

7. If new Subadvisers are hired, the 

Subadvised Funds will inform 

shareholders of the hiring of a new 

Subadviser pursuant to the following 

procedures (‘‘Modified Notice and 

Access Procedures’’): (a) Within 90 days 

after a new Subadviser is hired for any 

Subadvised Fund, that Subadvised 

Fund will send its shareholders either a 

Multi-manager Notice or a Multimanager Notice and Multi-manager 

Information Statement; 5 and (b) the 

Subadvised Fund will make the Multimanager 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 Multimanager Information Statement) is first 

sent to shareholders, and will maintain 

it on that Web site for at least 90 days. 

In the circumstances described in this 

Application, a proxy solicitation to 

approve the appointment of new 

Subadvisers provides no more 

meaningful information to shareholders 

than the proposed Multi-manager 

Information Statement. Moreover, as 

indicated above, the applicable Board 

would comply with the requirements of 

Sections 15(a) and 15(c) of the 1940 Act 

before entering into or amending SubAdvisory Agreements. 

8. Applicants assert that the requested 

disclosure relief would benefit 

shareholders of the Subadvised Funds 

because it would improve the Adviser’s 

ability to negotiate the fees paid to 

Subadvisers. Applicants state that the 

Adviser may be able to negotiate rates 

that are below a Subadviser’s ‘‘posted’’ 

amounts if the Adviser is not required 

to disclose the Subadvisers’ fees to the 

public. Applicants submit that the 

requested relief will also encourage 

Subadvisers to negotiate lower 

subadvisory fees with the Adviser if the 

lower fees are not required to be made 

public. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Subadvised Fund may rely 

on the order requested herein, the 

operation of the Subadvised Fund in the 

manner described in the Application 

will be approved by a majority of the 

Subadvised Fund’s outstanding voting 

securities as defined in the Act or, in the 

case of a Subadvised Fund whose public 

shareholders purchase shares on the 

basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the initial shareholder before 

such Subadvised Fund’s shares are 

offered to the public. 

2. The prospectus for each 

Subadvised Fund will disclose the 

existence, substance, and effect of any 

order granted pursuant to the 

Application. In addition, each 

Subadvised Fund will hold itself out to 

the public as employing the Manager of 

Managers Structure. The prospectus will 

prominently disclose that the Adviser 

has the ultimate responsibility, subject 

to oversight by the Board, to oversee the 

Subadvisers and recommend their 

hiring, termination, and replacement. 

3. Subadvised Funds will inform 

shareholders of the hiring of a new 

Subadviser within 90 days after the 

hiring of the new Subadviser pursuant 

to the Modified Notice and Access 

Procedures. 

4. The Adviser will not enter into a 

Subadvisory Agreement with any 

Affiliated Subadviser without that 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Subadvised Fund. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination of new or additional 

Independent Trustees will be placed 

within the discretion of the thenexisting Independent Trustees. 

6. 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 

mstockstill on DSK4VPTVN1PROD with NOTICES

18280 Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

discretion of the then-existing 

Independent Trustees. 

7. Whenever a Subadviser change is 

proposed for a Subadvised Fund with 

an Affiliated Subadviser, the Board, 

including a majority of the Independent 

Trustees, will make a separate finding, 

reflected in the Board minutes, that the 

change is in the best interests of the 

Subadvised Fund and its shareholders, 

and does not involve a conflict of 

interest from which the Adviser or the 

Affiliated Subadviser derives an 

inappropriate advantage. 

8. Whenever a Subadviser is hired or 

terminated, the Adviser will provide the 

Board with information showing the 

expected impact on the profitability of 

the Adviser. 

9. Each Adviser will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Adviser on a per Subadvised 

Fund basis. The information will reflect 

the impact on profitability of the hiring 

or termination of any Subadviser during 

the applicable quarter. 

10. The Adviser will provide general 

management services to each 

Subadvised Fund, including overall 

supervisory responsibility for the 

general management and investment of 

the Subadvised Fund’s assets and, 

subject to review and approval of the 

Board, will: (i) Set the Subadvised 

Fund’s overall investment strategies; (ii) 

evaluate, select, and recommend 

Subadvisers to manage all or a portion 

of the Subadvised Fund’s assets; (iii) 

allocate and, when appropriate, 

reallocate the Subadvised Fund’s assets 

among Subadvisers; (iv) monitor and 

evaluate the Subadvisers’ performance; 

and (v) implement procedures 

reasonably designed to ensure that 

Subadvisers comply with the 

Subadvised Fund’s investment 

objective, policies and restrictions. 

11. No Trustee or officer of the Trust 

or of a Subadvised Fund or director or 

officer of the Adviser, will own directly 

or indirectly (other than through a 

pooled investment vehicle that is not 

controlled by such person) any interest 

in a Subadviser except for (i) ownership 

of interests in the Adviser or any entity 

that controls, is controlled by or is 

under common control with the 

Adviser; or (ii) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of any publicly 

traded company that is either a 

Subadviser or an entity that controls, is 

controlled by or is under common 

control with a Subadviser. 

12. Each Subadvised 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. 

14. For Subadvised Funds that pay 

fees to a Subadviser directly from fund 

assets, any changes to a Subadvisory 

Agreement that would result in an 

increase in the total management and 

advisory fees payable by a Subadvised 

Fund will be required to be approved by 

the shareholders of the Subadvised 

Fund. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7282 Filed 3–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting Notice 

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 Closed Meeting 

on Thursday, March 29, 2012 at 2 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 his designee, has 

certified that, in his 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 matters at the Closed 

Meeting. 

Commissioner Gallagher, as duty 

officer, voted to consider the items 

listed for the Closed Meeting in a closed 

session. 

The subject matter of the Closed 

Meeting scheduled for Thursday, March 

29, 2012 will be: 

Institution and settlement of 

injunctive actions; 

Institution and settlement of 

administrative proceedings; 

An 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: March 22, 2012. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2012–7385 Filed 3–23–12; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66636; File No. SR– 

NASDAQ–2012–035] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Assess a 

Fee for the QView Service 

March 21, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that, on March 

15, 2012, The NASDAQ Stock Market 

LLC (the ‘‘Exchange’’ or ‘‘NASDAQ’’) 

filed with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

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 proposes to assess a fee 

for the QView service, which provides 

a subscribing member firm with 

increased transparency over its trading 

activity on the Exchange by allowing the 

member to track its Exchange order 

flow. The Exchange will implement the 

proposed fee effective March 15, 2012. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

brackets. 

7058. QView 

QView is a web-based tool designed to give 

a subscribing member the ability to track its 

order flow on Nasdaq, and create both realtime and historical reports of such order 

flow. Members may subscribe to QView for 

a fee of $600 per month, per member firm [at 

no cost]. 

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mstockstill on DSK4VPTVN1PROD with NOTICES