Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices 19713 

6 If the Fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the Fund’s first public 

offering. 

7 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

(1) Will request and evaluate, and the 

Fund’s Adviser will furnish, such 

information as may be reasonably 

necessary to make an informed 

determination of whether the 

Distribution Policy should be continued 

or continued after amendment; 

(2) will determine whether 

continuation, or continuation after 

amendment, of the Distribution Policy is 

consistent with the Fund’s investment 

objective(s) and policies and is in the 

best interests of the Fund and its 

stockholders, after considering the 

information in condition 5(b)(i)(1) 

above; including, without limitation: 

(A) Whether the Distribution Policy is 

accomplishing its purpose(s); 

(B) the reasonably foreseeable 

material effects of the Distribution 

Policy on the Fund’s long-term total 

return in relation to the market price 

and NAV of the Fund’s common stock; 

and 

(C) the Fund’s current distribution 

rate, as described in condition 5(b) 

above, compared with the Fund’s 

average annual taxable income or total 

return over the 2-year period, as 

described in condition 5(b), or such 

longer period as the Board deems 

appropriate; and 

(3) based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Distribution Policy; 

and 

(ii) The Board will record the 

information considered by it, including 

its consideration of the factors listed in 

condition 5(b)(i)(2) above, and the basis 

for its approval or disapproval of the 

continuation, or continuation after 

amendment, of the Distribution Policy 

in its meeting minutes, which must be 

made and preserved for a period of not 

less than six years from the date of such 

meeting, the first two years in an easily 

accessible place. 

6. Public Offerings 

The Fund will not make a public 

offering of the Fund’s common stock 

other than: 

(a) A rights offering below NAV to 

holders of the Fund’s common stock; 

(b) an offering in connection with a 

dividend reinvestment plan, merger, 

consolidation, acquisition, spin-off or 

reorganization of the Fund; or 

(c) an offering other than an offering 

described in conditions 6(a) and 6(b) 

above, provided that, with respect to 

such other offering: 

(i) The Fund’s annualized distribution 

rate for the six months ending on the 

last day of the month ended 

immediately prior to the most recent 

distribution record date,6 expressed as a 

percentage of NAV as of such date, is no 

more than 1 percentage point greater 

than the Fund’s average annual total 

return for the 5-year period ending on 

such date; 7 and 

(ii) the transmittal letter 

accompanying any registration 

statement filed with the Commission in 

connection with such offering discloses 

that the Fund has received an order 

under section 19(b) to permit it to make 

periodic distributions of long-term 

capital gains with respect to its shares 

of common stock as frequently as twelve 

times each year, and as frequently as 

distributions are specified by or 

determined in accordance with the 

terms of any outstanding shares of 

preferred stock as such Fund may issue. 

7. Amendments to Rule 19b–1 

The requested order will expire on the 

effective date of any amendment to rule 

19b–1 that provides relief permitting 

certain closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their outstanding 

common stock as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08338 Filed 4–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74665; File No. SR–CBOE– 

2015–037] 

Self-Regulatory Organizations; 

Chicago Board Options Exchange, 

Incorporated; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change Relating to the 

Exchange’s Arbitration Forum 

April 7, 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 April 1, 

2015, Chicago Board Options Exchange, 

Incorporated (‘‘Exchange’’ or ‘‘CBOE’’) 

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 substantially prepared by the 

Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 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 adopt new 

Rule 18.1A relating to arbitration. The 

text of the proposed rule change is 

available at the Exchange’s Office of the 

Secretary, on the Exchange’s Web site at 

http://www.cboe.com/AboutCBOE/

CBOELegalRegulatoryHome.aspx, 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 proposes to adopt new 

Rule 18.1A. Specifically, the Exchange 

proposes to adopt new Rule 18.1A 

which would govern all arbitration 

claims submitted to the Exchange after 

the proposed rule change becomes 

operative (‘‘Effective Date’’). By way of 

background, the Exchange currently 

offers an arbitration facility for any of its 

Trading Permit Holders (‘‘TPHs’’), 

associated persons, or their customers to 

arbitrate disputes, claims, or 

controversies arising out of Exchange 

business. The Exchange’s arbitration 

program is governed by Chapter XVIII of 

the CBOE Rules. 

The Exchange recently entered into a 

Regulatory Services Agreement (‘‘RSA’’) 

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19714 Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices 

5The Exchange notes that there are three cases 

currently pending. 

6The Exchange notes that FINRA rules currently 

provide that any claim alleging employment 

discrimination, including any sexual harassment 

claims, in violation of a statute, is eligible for 

arbitration pursuant to either a pre-dispute or a 

post-dispute agreement to arbitrate. In contrast, 

proposed Rule 18.1A(b) would permit claims to be 

arbitrated only when the parties have agreed to 

arbitrate the claim after it has arisen. 

7 15 U.S.C. 78f(b). 

8 15 U.S.C. 78f(b)(5). 

9 Id. 

with the Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’), pursuant to 

which FINRA, among other things, will 

provide certain services pertaining to 

dispute resolution. As such, CBOE 

would cease to administer an arbitration 

program for all claims after the Effective 

Date. More specifically, all arbitration 

claims filed on and after the Effective 

Date would be administered by FINRA 

pursuant to the RSA and the Exchange 

would continue to administer its 

arbitration program for all claims filed 

prior to the Effective Date. 

Additionally, the Exchange notes that 

the rules governing the administration 

of any particular arbitration would 

depend on the date the case was filed. 

This would help ensure that any person 

that filed an arbitration claim under a 

particular set of arbitration rules would 

continue to have the case administered 

pursuant to those rules through the 

case’s conclusion. Particularly, CBOE 

Rules 18.1–18.37, with the exception of 

proposed CBOE Rule 18.1A, would 

continue to apply to CBOE arbitration 

cases pending prior to the Effective 

Date.5 Thereafter, claims involving 

TPHs, associated persons of TPHs, and/ 

or customers would be arbitrated under 

the FINRA Code of Arbitration 

Procedure for Customer Disputes, the 

FINRA Code of Arbitration Procedure 

for Industry Disputes (together, ‘‘FINRA 

Codes of Arbitration’’), and proposed 

new Rule 18.1A. 

Proposed CBOE Rule 18.1A provides 

detailed guidance concerning claims 

involving TPHs, associated persons, 

and/or customers that are asserted on or 

after the Effective Date. First, disputes, 

claims, or controversies between or 

among CBOE TPHs and non-CBOE 

TPHs to resolve TPH-to-TPH, TPH-toassociated person, TPH-to-non-CBOE 

TPH, associated person-to-associated 

person, and associated person-to-nonCBOE TPH disputes arising out of or in 

connection with Exchange business 

would be arbitrated pursuant to the 

FINRA Codes of Arbitration. Proposed 

subparagraph (b) of CBOE Rule 18.1A 

provides that a dispute, claim, or 

controversy alleging employment 

discrimination (including a sexual 

harassment claim) in violation of a 

statute, however, may only be arbitrated 

if the parties have agreed to arbitrate it 

after the dispute arose.6 Any type of 

dispute, claim, or controversy that is not 

permitted to be arbitrated under the 

FINRA Codes of Arbitration, such as 

class action claims, would also not be 

eligible for arbitration. Proposed CBOE 

Rule 18.1A would also apply to former 

CBOE TPHs and former associated 

persons of CBOE TPHs. 

Additionally, proposed CBOE Rule 

18.1A(d) would explicitly retain the 

Exchange’s enforcement authority 

related to arbitration. In appropriate 

cases, arbitrators refer to the Exchange 

potential violations of the Exchange’s 

Rules or the federal securities laws that 

come to their attention during and in 

connection with a proceeding. Proposed 

CBOE Rule 18.1A would specify that the 

Exchange would retain the ability to 

take action based on such referrals that 

may come from arbitrators in cases 

being arbitrated at FINRA. 

Proposed CBOE Rule 18.1A(e) would 

also retain the substance of current 

CBOE Rule 18.37, regarding the 

obligation to honor arbitration awards. It 

would provide that any TPH, or 

associated person of any TPH, that fails 

to honor an award of arbitrators 

rendered under proposed CBOE Rule 

18.1A would be subject to disciplinary 

proceedings in accordance with Chapter 

17 of the CBOE Rules. Proposed CBOE 

Rule 18.1A(f) would also specify that 

the submission of any matter to 

arbitration as provided for under the 

Rule would in no way limit or preclude 

any right, action, or determination by 

the Exchange that it would otherwise be 

authorized to adopt, administer, or 

enforce. Proposed CBOE Rule 18.1A(c) 

would also provide that the 

requirements of FINRA Rule 2268 

(Requirements When Using Predispute 

Arbitration Agreements for Customer 

Accounts) would apply to predispute 

arbitration agreements between TPHs 

and their customers. 

Finally, the Exchange proposed 

adding Interpretation and Policy .04 to 

existing CBOE Rule 18.1, to clarify that 

the current CBOE arbitration rules 

(Rules 18.1 through 18.37), would apply 

only to arbitrations commenced prior to 

the Effective Date and would be 

otherwise of no force or effect. Proposed 

new Interpretation and Policy .04 would 

also clarify that all arbitrations filed 

prior to the Effective Date would, until 

concluded, continue to be administered 

by the Exchange. 

2. Statutory Basis 

The Exchange believes that 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.7 Specifically, 

the Exchange believes that the proposed 

rule change is consistent with the 

Section 6(b)(5) requirements that the 

rules of an exchange be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to foster 

cooperation and coordination with 

persons engaged in regulating, clearing, 

settling, processing information with 

respect to, and facilitating transactions 

in securities, to remove impediments to 

and perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest.8

Additionally, the Exchange believes that 

the proposed rule change is consistent 

with the Section 6(b)(5) requirement 

that the rules of an exchange not be 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers.9

In particular, the Exchange believes 

that the proposed rule change would 

facilitate the transition of the 

Exchange’s arbitration forum to FINRA’s 

pursuant to the RSA the Exchange 

recently entered into with FINRA. 

Additionally, the Exchange believes that 

the proposed rule change would 

streamline the arbitration process and 

provide for a unified and efficient 

arbitration forum with one set of 

arbitration rules and administrative 

procedures for all cases filed after the 

Effective Date. The Exchange also 

believes that the proposal would 

provide a clear framework to handle 

arbitrations in a manner that is designed 

to prevent fraudulent and manipulative 

acts and practices, and to promote the 

protection of investors and the public 

interest. Further, the Exchange believes 

that the proposed rule change would 

provide greater harmonization between 

Exchange Rules and the rules of similar 

substance and purpose of FINRA, 

resulting in less burdensome and more 

efficient regulatory compliance for 

members of both the Exchange and 

FINRA (‘‘Dual Members’’), removing 

impediments to and perfecting the 

mechanism of a free and open market 

and a national market system. 

Finally, the Exchange believes that 

the proposed rule change would 

promote the protection of investors and 

the public interest by continuing to 

provide market participants with a 

simple and inexpensive procedure for 

resolution of their controversies. 

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Federal Register / Vol. 80, No. 70 / Monday, April 13, 2015 / Notices 19715 

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

11 17 CFR 240.19b–4(f)(6). Rule 19b–4(f)(6) 

requires a self-regulatory organization to give the 

Commission written notice of its intent to file the 

proposed rule change at least five business days 

prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

12 15 U.S.C. 78s(b)(2)(B). 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

Specifically, the Exchange notes that 

while CBOE would cease to administer 

an arbitration program, TPHs, associated 

persons, and their customers would still 

have an effective forum in which to 

arbitrate their disputes, claims, or 

controversies (i.e., TPHs, associated 

persons, and their customers would still 

have the availability of an arbitration 

program; it would just be FINRA’s 

program in lieu of CBOE’s). The 

Exchange believes that FINRA 

maintains a robust dispute resolution 

system that provides a clear framework 

to handle arbitrations in a manner that 

is designed to prevent fraudulent and 

manipulative acts and practices and 

promotes the protection of investors and 

the public interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CBOE does not believe that the 

proposed rule change would impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. CBOE 

believes that the proposed rule change 

is not designed to address any 

competitive issues. Rather, CBOE 

believes that the proposed rule change 

is designed to facilitate the transition of 

the Exchange’s arbitration forum to 

FINRA’s pursuant to the RSA and 

streamline the arbitration process and 

provide for a unified and efficient 

arbitration forum with one set of 

arbitration rules and administrative 

procedures for all cases filed after the 

Effective Date. Additionally, CBOE 

believes that the proposed rule change 

would provide greater harmonization 

between the Exchange Rules and FINRA 

Rules of similar purpose, resulting in 

less burdensome and more efficient 

regulatory compliance for Dual 

Members. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change 

does not: (i) Significantly affect the 

protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 10 and Rule 19b– 

4(f)(6) 11 thereunder. 

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 

under Section 19(b)(2)(B) of the Act 12 to 

determine whether the proposed rule 

change 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– 

CBOE–2015–037 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–CBOE–2015–037. 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 at 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 20549–1090 on official 

business days between the hours of 

10:00 a.m. and 3:00 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–CBOE– 

2015–037 and should be submitted on 

or before May 4, 2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08336 Filed 4–10–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74664; File No. SR–EDGX– 

2015–15] 

Self-Regulatory Organizations; EDGX 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Amend Rules 11.8, 

11.9, 11.10, 11.11, and 11.16 Regarding 

the Limit Up-Limit Down Plan 

April 7, 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 March 26, 

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 and II 

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 the Substance 

of the Proposed Rule Change 

The Exchange filed a proposal to 

amend Rules 11.8, 11.9, 11.10, 11.11, 

and 11.16, in order to conform Exchange 

Rules to the rules of BATS Exchange, 

Inc. (‘‘BZX’’) and BATS Y-Exchange, 

mstockstill on DSK4VPTVN1PROD with NOTICES