8374 Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 

5See 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). 

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. 

Applicants’ Legal Analysis 

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 

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. 

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. 

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 

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 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of meeting. 

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) 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 31 / Tuesday, February 17, 2015 / Notices 8375 

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). 

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 (http://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 

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 (http://

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. 

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 

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. 

FOR FURTHER INFORMATION, PLEASE

CONTACT: The Office of the Secretary at 

(202) 551–5400. 

Dated: February 11, 2015. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03250 Filed 2–12–15; 11:15 am] 

BILLING CODE 8011–01–P 

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. 

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. 


tkelley on DSK3SPTVN1PROD with NOTICES