7886 Federal Register / Vol. 80, No. 29 / Thursday, February 12, 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). 

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 unless such 

agreement, including the compensation 

to be paid thereunder, has been 

approved by the shareholders of the 

applicable Subadvised Fund. 

5. At all times, at least a majority of 

the Board will be Independent 

Directors, and the selection and 

nomination of new or additional 

Independent Directors will be placed 

within the discretion of the thenexisting Independent Directors. 

6. Independent Legal Counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Directors. The selection of 

such counsel will be within the 

discretion of the then-existing 

Independent Directors. 

7. Whenever a subadviser change is 

proposed for a Subadvised Fund with 

an Affiliated Subadviser, the Board, 

including a majority of the Independent 

Directors, 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. The 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 Director or officer of a 

Subadvised Fund or director, manager 

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. Any new Subadvisory Agreement 

or any changes to an Investment 

Advisory Agreement or to a Subadvisory 

Agreement that directly or indirectly 

results in an increase in the aggregate 

advisory rate charged to 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. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02916 Filed 2–11–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74221; File No. SR–BOX– 

2015–11] 

Self-Regulatory Organizations; BOX 

Options Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

a Proposed Rule Change To Amend 

the Fee Schedule on the BOX Market 

LLC Options Facility 

February 6, 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, BOX Options Exchange LLC 

(the ‘‘Exchange’’) 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 filed the proposed rule change 

pursuant to Section 19(b)(3)(A)(ii) of the 

Act,3 and Rule 19b–4(f)(2) thereunder,4

which renders the proposal 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 the Substance 

of the Proposed Rule Change 

The Exchange is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend the Fee Schedule on the BOX 

Market LLC (‘‘BOX’’) options facility. 

The text of the proposed rule change is 

available from the principal office of the 

Exchange, at the Commission’s Public 

Reference Room and also on the 

Exchange’s Internet Web site at http://

boxexchange.com. 

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. 


Rmajette on DSK2VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 29 / Thursday, February 12, 2015 / Notices 7887 

5For purposes of calculating monthly ADV, BOX 

will count as a half day any day that the market 

closes early for a holiday observance. 

6 15 U.S.C. 78f(b)(4) and (5). 

7See Section B of the Phlx Pricing Schedule 

entitled ‘‘Customer Rebate Program’’ and CBOE’s 

Volume Incentive Program (VIP). CBOE’s Volume 

Incentive Program (‘‘VIP’’) pays certain tiered 

rebates to Trading Permit Holders for electronically 

executed multiply-listed option orders which 

include AIM orders. Note that these exchanges base 

these rebate programs on the percentage of total 

national Public Customer volume traded on their 

respective exchanges, which the Exchange is not 

proposing to do. 

8The Faciliation [sic] Auction and Solicitation 

Auction were designed to give market participants 

mechanisms for large block orders. See Securities 

Exchange Act Release No. 65387 (September 23, 

2011), 76 FR 60569 (September 29, 2011) (Order 

Approving Proposed Rule Change of SR–BX–2011– 

034). 

9See supra, note 7. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

Fee Schedule for trading on BOX. 

Specifically, the Exchange proposes to 

amend the BOX Volume Rebate (‘‘BVR’’) 

in Section I.B.2 of the Fee Schedule 

(Auction Transactions). 

Under the current BVR, the Exchange 

offers a tiered per contract rebate for all 

PIP Orders and COPIP Orders of 250 

contracts and under. PIP and COPIP 

executions of 250 contracts and under 

are awarded a per contract rebate 

according to the Participant’s Monthly 

Average Daily Volume (‘‘ADV’’) in PIP 

and COPIP transactions. Each 

Participant’s monthly ADV is based on 

PIP and COPIP quantity submitted and 

calculated at the end of each month.5

The current per contract rebate for 

Participants in PIP and COPIP 

Transactions under the BVR is: 

Monthly ADV in PIP and COPIP transactions 

Per contract rebate 

(all account types) 

PIP COPIP 

100,001 contracts and greater .................................................................................................................... ($0.17) ($0.08) 

40,001 contracts to 100,000 contracts ........................................................................................................ (0.14) (0.06) 

20,001 contracts to 40,000 contracts .......................................................................................................... (0.07) (0.04) 

1 contract to 20,000 contracts ..................................................................................................................... (0.00) (0.00) 

The Exchange proposes to adjust the 

BVR contract threshold and now offer 

the tiered per contract rebate for all PIP 

Orders and COPIP Orders of 100 

contracts and under. The quantity 

submitted will remain based on a 

Participant’s monthly ADV as calculated 

at the end of each month. 

Additionally, the Exchange proposes 

to lower the rebates associated with 

each volume tier. The new BVR set forth 

in Section I.B.2 of the BOX Fee 

Schedule will be as follows: 

Monthly ADV in PIP and COPIP transactions 

Per contract rebate 

(all account types) 

PIP COPIP 

100,001 contracts and greater .................................................................................................................... ($0.14) ($0.06) 

40,001 contracts to 100,000 contracts ........................................................................................................ (0.11) (0.04) 

20,001 contracts to 40,000 contracts .......................................................................................................... (0.04) (0.02) 

1 contract to 20,000 contracts ..................................................................................................................... (0.00) (0.00) 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with the 

requirements of Section 6(b) of the Act, 

in general, and Section 6(b)(4) and 

6(b)(5) of the Act,6 in particular, in that 

it provides for the equitable allocation 

of reasonable dues, fees, and other 

charges among BOX Participants and 

other persons using its facilities and 

does not unfairly discriminate between 

customers, issuers, brokers or dealers. 

The Exchange believes the proposed 

amendments to the BVR in Section I.B.2 

are reasonable, equitable and nondiscriminatory. The BVR was adopted to 

attract Public Customer order flow to 

the Exchange by offering these 

Participants incentives to submit their 

PIP and COPIP Orders to the Exchange. 

Other Exchange [sic] employ similar 

incentive programs.7 The Exchange 

believes it is reasonable and appropriate 

to continue to provide incentives for 

Public Customers, which will result in 

greater liquidity and ultimately benefit 

all Participants trading on the Exchange. 

The Exchange believes providing a 

rebate to Participants that reach a 

certain volume threshold is equitable 

and non-discriminatory as the rebate 

will apply to all Participants uniformly. 

The Exchange believes it is 

reasonable, equitable and nondiscriminatory to restrict the BVR to PIP 

and COPIP Orders of 100 contracts and 

under. The BVR is intended to 

incentivize Participants to direct 

Customer order flow to the Exchange, 

which is typically comprised of small 

order sizes. The Exchange has found 

that orders of more than 100 contracts 

are typically larger institutional orders. 

Further, these larger orders are 

encouraged to use the Facilitation and 

Solicitation Auction mechanisms.8 The 

Exchange believes restricting the BVR to 

PIP and COPIP Orders of 100 contracts 

and under is equitable and nondiscriminatory as this will apply to all 

Participants uniformly. 

The Exchange believes that lowering 

the rebates associated with each volume 

tier is reasonable and competitive when 

compared to rebate structures at other 

exchanges.9 Once the volume threshold 

is met, the Exchange will continue [sic] 

pay the rebates on applicable PIP and 

COPIP Orders. The Exchange also 

believes the proposed rebates are 

equitable and not unfairly 

discriminatory because Participants are 

eligible to receive a rebate provided they 

meet both the volume and order type 

requirements. The Exchange believes 

that applying the rebate to PIP and 

COPIP Orders will continue to provide 

these Participants with an added 

incentive to transact a greater number of 

Public Customer Orders on the 

Exchange to the benefit of all market 

participants. 


Rmajette on DSK2VPTVN1PROD with NOTICES
7888 Federal Register / Vol. 80, No. 29 / Thursday, February 12, 2015 / Notices 

10 15 U.S.C. 78s(b)(3)(A)(ii). 

11 17 CFR 240.19b–4(f)(2). 

12 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

Finally, the Exchange believes that it 

is equitable and not unfairly 

discriminatory to continue to provide a 

higher rebate for PIP Orders than COPIP 

Orders. The rebate is intended to 

incentivize Participants to submit PIP 

and COPIP Orders to the Exchange and 

the Exchange believes that COPIP 

Orders do not need the same level of 

incentivization. The Exchange believes 

the lower COPIP rebate will still provide 

greater liquidity and trading 

opportunities for all market 

participants. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed fee 

changes are reasonably designed to 

enhance competition in BOX 

transactions, particularly auction 

transactions. 

The proposed rule change modifies 

the contract threshold and tiered rebates 

awarded to Participants based on their 

monthly ADV in PIP and COPIP. BOX 

notes that its market model and fees are 

generally intended to benefit retail 

customers by providing incentives for 

Participants to submit their customer 

order flow to BOX, and to the PIP and 

COPIP in particular. The Exchange does 

not believe that the proposed fee change 

burdens competition and will instead 

help promote competition by continuing 

to providing [sic] incentives for market 

participants to submit customer order 

flow to BOX and thus, create a greater 

opportunity for retail customers to 

receive additional price improvement. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or 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 Exchange Act 10

and Rule 19b–4(f)(2) thereunder,11

because it establishes or changes a due, 

or fee. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend the rule change if 

it appears to the Commission that the 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or would otherwise further 

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 rule-comments@

sec.gov. Please include File Number SR– 

BOX–2015–11 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BOX–2015–11. 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 

10:00 a.m. and 3:00 p.m. Copies of such 

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–BOX– 

2015–11, and should be submitted on or 

before March 5, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–02894 Filed 2–18–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74222; File No. SR–NYSE– 

2015–05] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Include 

Internet Protocol Network Connections 

and Fiber Cross Connects Between a 

User’s Cabinet and Non-User’s 

Equipment as Co-Location Services 

February 6, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on January 

26, 2015, New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) 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 selfregulatory organization. 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 

rules to provide that the co-location 

services offered by the Exchange 

include 1 Gigabit (‘‘Gb’’) and 10 Gb 

Internet Protocol (‘‘IP’’) network 

connections in the Exchange’s data 

center and fiber cross connects (‘‘cross 

connects’’) between a Users’ [sic] 

cabinet and non-User’s equipment. In 

addition, the proposed rule change 

reflects changes to the Exchange’s Price 

List related to these co-location services. 

The text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 


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