Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 5853 

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 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. 

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 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

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 

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 


rljohnson on DSK3VPTVN1PROD with NOTICES
5854 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(2). 

5The 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). 

6See Securities Exchange Act Release No. 71449 

(January 30, 2014), 79 FR 6961 (February 5, 2014) 

(SR–EDGX–2013–43; SR–EDGA–2013–34). 

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 

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 

‘‘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 http://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. 

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 


rljohnson on DSK3VPTVN1PROD with NOTICES