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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Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 18281 

3Securities Exchange Act Release No. 65851 

(November 30, 2011), 76 FR 75924 (December 5, 

2011) (SR–NASDAQ–2011–157). 

4A subscribing member possessing multiple 

MPIDs must designate the MPIDs for which it 

would like to receive QView information. A 

subscribing member, however, may elect to monitor 

only the activity occurring through certain ports 

associated with a subscribed MPID. A member firm 

seeking to subscribe to QView that accesses the 

Exchange through a sponsored arrangement with 

another Exchange member must provide the 

Exchange with an executed sponsored access data 

agreement prior to subscribing to QView. The 

sponsored access data agreement makes clear that 

the subscribing member firm is permitted to 

designate the sponsoring firm’s MPID for 

subscription to QView. A copy of this form may be 

found here: http://www.nasdaqtrader.com/content/ 

productsservices/trading/QView/ 

QView_SponsoredAccessAgreement.pdf. 

5TradeInfo is a web-based tool that, among other 

things, allows users access to all of the NASDAQ 

order and execution information for their entire 

firm for both equities and options through a single 

interface. TradeInfo is offered complimentary as 

part of the NASDAQ Workstation or separately for 

a fee of $95 per user per month. See Rule 7015(f) 

(Securities Exchange Act Release No. 55135 

(January 19, 2007), 72 FR 3893 (January 26, 2007) 

(SR–NASDAQ–2006–062)). 

6For example, QView will inform a subscribing 

member of its executions in a particular day and 

provide a link to the details of those executions, 

which is provided by TradeInfo. 

7NASDAQ has provided notice to member firms 

of the March 30, 2012 cancelation date. 

8 15 U.S.C. 78f(b)(4). 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange is proposing to assess 

a fee of $600 per month, per member 

firm for subscription to QView effective 

March 15, 2012. The Exchange initially 

adopted QView on December 1, 2011 at 

no cost to subscribers.3 QView is a Webbased, front-end application, which 

provides a subscribing member firm 

with increased transparency over its 

trading activity on the Exchange by 

allowing the member firm to track its 

Exchange order flow.4 In particular, a 

QView subscriber is able to track all of 

its trading activity on the Exchange 

through detailed order and execution 

summaries. QView provides a 

subscribing member with statistics 

concerning the total number of 

executions, total volume, dollar value of 

executions, executions by symbol, add 

versus remove, buy versus sell, display 

versus non-display, number of open 

orders, use of routing strategies and 

liquidity code designation. QView also 

provides information concerning how 

the subscribing member firm ranks in 

NASDAQ market activity as compared 

to other NASDAQ participants. The data 

provided by QView is available to the 

subscribing member both in real-time 

and historically. Subscribing member 

firms are also able to export such data 

from QView to other systems. 

A member firm must subscribe to 

NASDAQ TradeInfo 5 to subscribe to 

QView. QView was developed to work 

in conjunction with TradeInfo, so that a 

subscriber to QView is able to 

seamlessly filter down to the specific 

order or execution information of the 

orders and executions provided in the 

QView dashboard interface. The 

dashboard also allows a QView 

subscriber to track its executions and 

open orders in real-time, as well as view 

its executions and open orders as an 

overall summary, with all totals 

displayed by quantity, share volume, or 

dollar value. As such, QView provides 

both an overall summary of a 

subscribing member firm’s activity, as 

well as detailed order and execution 

information, thus providing the 

subscriber a comprehensive tool to track 

its trading activity.6

A member firm that is a subscriber to 

QView as of March 14, 2012 may cancel 

its subscription to QView at any time 

prior to close of business March 30, 

2012 and not pay the proposed 

subscription fee.7

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with Section 

6(b)(4) of the Act 8 in that it provides for 

the equitable allocation of reasonable 

dues, fees and other charges among 

members and issuers and other persons 

using any facility or system which the 

Exchange operates or controls, and it 

does not unfairly discriminate between 

customers, issuers, brokers or dealers. 

The Exchange believes that the 

proposed fee is equitable and not 

unfairly discriminatory because member 

firms that voluntarily elect to subscribe 

to this service will be charged the same 

fee. QView provides subscribing 

member firms with a top down view of 

their trading activity on the Exchange 

and the proposed fee is assessed on a 

per member firm basis. The value of 

QView to a subscribing member firm is 

the convenience of aggregating and 

displaying the firm’s data in a single 

interface regardless of the amount of 

data (executions, open orders, etc.) or 

the number of MPIDs that the firm has. 

In this regard, the Exchange notes that 

the number of MPIDs that a subscribing 

member firm possesses is not indicative 

of quantity and value of the data 

provided by QView. In many cases, a 

firm with a single MPID may in fact 

have more data than a firm with 

multiple MPIDs. As such, the Exchange 

believes that it is equitable to assess the 

fee on a per firm basis, as opposed to a 

per MPID basis. The Exchange also 

believes that the proposed fee does not 

unfairly discriminate because it is 

available to all member firms on equal 

terms and there is no differentiation 

among member firms in regard to the fee 

assessed to subscribers. In addition, the 

Exchange believes that it is not unfair 

discrimination to limit the service to 

broker-dealers that are members of the 

Exchange because it provides 

information solely concerning a 

subscribing member firm’s trading 

activity on the Exchange. 

The Exchange determined that the 

proposed fee is reasonable based on 

member firm interest in QView, costs 

associated with developing and 

supporting QView, and the value that 

QView provides to subscribing member 

firms. The information provided by 

QView relates to the subscribing 

member firm’s activity on the Exchange 

and the member firm may access and 

aggregate this information by other 

means, including its own internal 

systems. As such, the Exchange believes 

that if a member firm determines that 

the fee is not cost-efficient for its needs, 

it may decline to subscribe to QView 

and access such information from other 

sources. Finally, the maximum fee for a 

member that elects to subscribe to this 

service, regardless of the number of 

MPIDs held by the firm, is $600 per 

month. Subscription to QView is per 

member firm, therefore a firm must 

subscribe only once to QView to receive 

the service for as many of its MPIDs as 

it wishes. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will result in 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

To the contrary, the proposed rule 

change is pro-competitive in that it will 

allow the Exchange to disseminate a 

new service on a voluntary basis. QView 

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18282 Federal Register / Vol. 77, No. 59 / Tuesday, March 27, 2012 / Notices 

9 15 U.S.C. 78s(b)(3)(A)(ii). 

10 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78f(b). 

4 15 U.S.C. 78f(b)(4). 

is voluntary on the part of the Exchange 

which is not required to offer such 

products and services, and voluntary on 

the part of prospective users that are not 

required to use it and may obtain the 

information from other sources. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.9 At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. If the Commission 

takes such action, the Commission shall 

institute proceedings to determine 

whether the proposed rule should be 

approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml ); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2012–035 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2012–035. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2012–035 and should be 

submitted on or before April 17, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7246 Filed 3–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66637; File No. SR–CBOE– 

2012–028] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Its Fees 

Schedule 

March 21, 2012. 

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 March 19, 

2012, the Chicago Board Options 

Exchange, Incorporated (the ‘‘Exchange’’ 

or ‘‘CBOE’’) 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 amend its 

Fees Schedule. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.cboe.com/AboutCBOE/ 

CBOELegalRegulatoryHome.aspx), at 

the Exchange’s Office of the Secretary, 

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 aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange currently lists on its 

Fees Schedule the fingerprint 

processing fees that are collected and 

retained by the Financial Industry 

Regulatory Authority, Inc. (‘‘FINRA’’) 

via its Web CRDSM registration system 

for the registration of associated persons 

of Exchange Trading Permit Holder 

(‘‘TPH’’) and TPH organizations that are 

not also FINRA members. The Exchange 

was recently notified by FINRA that, 

effective March 19, 2012, FINRA is 

decreasing the per card Initial 

Submission and Third Submission fees 

from $30.25 to $27.50. As such, the 

Exchange proposes to amend its Fees 

Schedule to reflect this change. 

2. Statutory Basis 

The Exchange believes the proposed 

rule change is consistent with the Act 

and the rules and regulations 

thereunder applicable to the Exchange 

and, in particular, the requirements of 

Section 6(b) of the Act.3 Specifically, 

the Exchange believes the proposed rule 

change is consistent with Section 6(b)(4) 

of the Act,4 which provides that 

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