7392 Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 

1Applicants request that the order apply to each 

existing and future series of Good Hill ETF Trust 

and to each existing and future registered open-end 

investment company or series thereof that is 

advised by Good Hill Partners LP or its successor 

or by any entity controlling, controlled by or under 

common control with Good Hill Partners LP or its 

successor and is part of the same ‘‘group of 

investment companies’’ as Good Hill ETF Trust 

(each, a ‘‘Fund’’). For purposes of the requested 

order, ‘‘successor’’ is limited to an entity that 

results from a reorganization into another 

jurisdiction or a change in the type of business 

organization. For purposes of the request for relief, 

the term ‘‘group of investment companies’’ means 

any two or more investment companies, including 

closed-end investment companies and business 

development companies, that hold themselves out 

to investors as related companies for purposes of 

investment and investor services. 

2Certain of the Underlying Funds have obtained 

exemptions from the Commission necessary to 

permit their shares to be listed and traded on a 

national securities exchange at negotiated prices 

and, accordingly, to operate as an exchange-traded 

fund (‘‘ETF’’). 

3Applicants represent that a Funds of Funds will 

not invest in reliance on the order in business 

development companies or closed-end investment 

companies that are not listed and traded on a 

national securities exchange. 

4A Fund of Funds generally would purchase and 

sell shares of an Underlying Fund that operates as 

an ETF through secondary market transactions 

rather than through principal transactions with the 

Underlying Fund. Applicants nevertheless request 

relief from section 17(a) to permit a Fund of Funds 

to purchase or redeem shares from the ETF. A Fund 

of Funds will purchase and sell shares of an 

Underlying Fund that is a closed-end fund through 

secondary market transactions at market prices 

rather than through principal transactions with the 

closed-end fund. Accordingly, applicants are not 

requesting section 17(a) relief with respect to 

transactions in shares of closed-end funds 

(including business development companies). 

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

2 17 CFR 240.19b–4. 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm, or by 

calling (202) 551–8090. 

Summary of the Application 

1. Applicants request an order to 

permit (a) a Fund 1 (each a ‘‘Fund of 

Funds’’) to acquire shares of Underlying 

Funds 2 in excess of the limits in 

sections 12(d)(1)(A) and (C) of the Act 

and (b) the Underlying Funds that are 

registered open-end investment 

companies or series thereof, their 

principal underwriters and any broker 

or dealer registered under the Securities 

Exchange Act of 1934 to sell shares of 

the Underlying Fund to the Fund of 

Funds in excess of the limits in section 

12(d)(1)(B) of the Act.3 Applicants also 

request an order of exemption under 

sections 6(c) and 17(b) of the Act from 

the prohibition on certain affiliated 

transactions in section 17(a) of the Act 

to the extent necessary to permit the 

Underlying Funds to sell their shares to, 

and redeem their shares from, the Funds 

of Funds.4 Applicants state that such 

transactions will be consistent with the 

policies of each Fund of Funds and each 

Underlying Fund and with the general 

purposes of the Act and will be based 

on the net asset values of the 

Underlying Funds. 

2. Applicants agree that any order 

granting the requested relief will be 

subject to the terms and conditions 

stated in the application. Such terms 

and conditions are designed to, among 

other things, help prevent any potential 

(i) undue influence over an Underlying 

Fund that is not in the same ‘‘group of 

investment companies’’ as the Fund of 

Funds through control or voting power, 

or in connection with certain services, 

transactions, and underwritings, (ii) 

excessive layering of fees, and (iii) 

overly complex fund structures, which 

are the concerns underlying the limits 

in sections 12(d)(1)(A), (B), and (C) of 

the Act. 

3. Section 12(d)(1)(J) 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 section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Section 17(b) of the Act authorizes the 

Commission to grant an order 

permitting a transaction otherwise 

prohibited by section 17(a) if it finds 

that (a) the terms of the proposed 

transaction are fair and reasonable and 

do not involve overreaching on the part 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Section 6(c) of the Act permits the 

Commission to exempt any persons or 

transactions from any provision of the 

Act if 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. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2016–02764 Filed 2–10–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77074; File No. SR– 

NYSEMKT–2016–14] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending 

Supplementary Material .10 to Rule 

103B—Equities To Provide That Any 

Senior Official of a Listed Company 

With the Rank of Corporate Secretary 

or Higher Can Sign the Written 

Request of a Listed Company Seeking 

To Change Its Designated Market 

Maker Unit 

February 5, 2016. 

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 January 

27, 2016, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘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 Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Supplementary Material .10 to Rule 

103B—Equities to provide that any 

senior official of a listed company with 

the rank of Corporate Secretary or 

higher can sign the written request of a 

listed company seeking to change its 

designated market maker (‘‘DMM’’) unit. 

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. 

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 

self-regulatory organization 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 those 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, 

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Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 7393 

3See Securities Exchange Act Release No. 76591 

(December 8, 2015), 80 FR 77392 (December 14, 

2015) (SR–NYSE–2015–63). 

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

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

6 15 U.S.C. 78s(b)(3)(A)(iii). 

7 17 CFR 240.19b–4(f)(6). 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires the Exchange to give the 

Commission written notice of the Exchange’s intent 

to file the proposed rule change, along with a brief 

description and text of 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. 

10 17 CFR 240.19b–4(f)(6). 

11 17 CFR 240.19b–4(f)(6)(iii). 

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 

The Exchange proposes to amend 

Supplementary Material .10 to Rule 

103B—Equities to provide that any 

senior official of a listed company with 

the rank of Corporate Secretary or 

higher can sign the written request of a 

listed company seeking to change its 

DMM unit required by that provision. 

Supplementary Material .10 to Rule 

103B—Equities establishes a process to 

be followed by any listed company 

wishing to change to a new DMM unit. 

The rule provides that a listed company 

wishing to change DMM units must file 

with the Corporate Secretary of the 

Exchange a written notice (the ‘‘Issuer 

Notice’’), signed by the company’s chief 

executive officer. The Issuer Notice is 

required to indicate the specific issues 

prompting this request. It has been the 

Exchange’s experience that companies 

have occasionally found it burdensome 

to obtain the signature of their CEO for 

purposes of submitting an Issuer Notice 

and that this requirement has caused an 

undesirable delay when companies are 

making their submissions. We also note 

that this requirement is inconsistent 

with the provisions of Rule 103B— 

Equities in relation to an issuer’s initial 

selection of a DMM, which provides 

that any senior official with the rank of 

Corporate Secretary or higher (or, in the 

case of a structured product listing, a 

senior officer of the issuer) can sign the 

notice in which a listed company 

informs the Exchange of its initial 

selection of a DMM unit. It has been the 

Exchange’s experience that a senior 

officer other than the chief executive 

officer often manages the DMM 

relationship on behalf of the listed 

company and has authority to take 

action in relation to that relationship. 

We also note that the NYSE recently 

amended its parallel provision (Section 

806.01 of the NYSE’s Listed Company 

Manual) to address this issue by 

providing that an Issuer Notice may be 

signed by an official of the listed 

company with the rank of Corporate 

Secretary or higher.3 Consequently, we 

propose to amend Supplementary 

Material .10 to Rule 103B—Equities to 

make the same change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 4 of the Act, in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,5 in particular in that it is 

designed 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 and is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

Exchange believes that the proposed 

amendment is consistent with the 

investor protection objectives of Section 

6(b)(5) because it is designed to ensure 

that listed companies are able to 

expeditiously change their DMM unit 

when senior management of the listed 

company believes it is desirable to do 

so. An effective relationship between 

the listed company and the DMM is 

important to the maintenance of a high 

quality market for the company’s 

securities and is therefore in the 

interests of investors. 

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 that is not 

necessary or appropriate in furtherance 

of the purpose of the Act. The proposed 

rule change is designed to permit listed 

companies to apply for a change in the 

DMM unit allocated to their securities 

on the basis of a notice signed by any 

officer with the title of Corporate 

Secretary or higher rather than requiring 

that it be signed in all cases by the CEO, 

as is currently the case. The proposed 

amendment simply provides more 

flexibility in providing the required 

paperwork and conforms the signing 

requirements with respect to the 

commencement and severing of a listed 

company’s relationship with its DMM 

unit, but does not change any of the 

substantive rights of the listed company 

or the DMM unit in any way. As such, 

the Exchange does not expect the rule 

change to have any significant impact 

on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 6 and Rule 

19b–4(f)(6) thereunder.7 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, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 8 and Rule 19b–4(f)(6) 

thereunder.9

A proposed rule change filed under 

Rule 19b–4(f)(6) 10 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),11 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposed 

rule change may become operative 

immediately. The Exchange believes 

that providing greater flexibility in the 

preparation of the paperwork needed to 

request a change of DMM unit is in the 

interests of investors as it is important 

to the maintenance of a high quality 

market for an issuer’s stock that the 

issuer has a good relationship with its 

DMM. As the Exchange notes in its 

filing, the proposal would better 

conform the process for changing a 

DMM to that which is used for initially 

selecting a DMM. In particular, the 

officer’s signature that would be 

required to change a company’s DMM 

mstockstill on DSK4VPTVN1PROD with NOTICES

7394 Federal Register / Vol. 81, No. 28 / Thursday, February 11, 2016 / Notices 

12For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 

13 17 CFR 200.30–3(a)(12), (59). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 34– 

76612 (December 10, 2015), 80 FR 78269 

(‘‘Notice’’). On January 28, 2016, the Exchange 

consented to extending the time period for the 

Commission to either approve or disapprove the 

proposed rule change, or to institute proceedings to 

determine whether to approve or disapprove the 

proposed rule change, to February 5, 2016. 

4See letter from Kermit Kubitz to the 

Commission, dated January 6, 2016 (‘‘Kubitz 

Letter’’). 

5See letter from Martha Redding Senior Counsel 

& Assistant Secretary, NYSE to Brent J. Fields, 

Secretary of the Commission, dated January 20, 

2016 (‘‘Exchange Response Letter’’). 

6Amendment No. 1 (i) updates the proposal to 

specify that that Partial Cabinet Solution Bundles, 

originally proposed to be offered on January 1, 

2016, instead will be offered on the date that is the 

later of February 1, 2016 and the date of any 

Commission approval of the proposal; and (ii) as 

described further below, adds clarity to the 

proposal by specifying the differences in precision 

among the three time feeds. 

7For purposes of the Exchange’s co-location 

services, a ‘‘User’’ means any market participant 

that requests to receive co-location services directly 

from the Exchange, a ‘‘Hosting User’’ means a User 

that hosts a Hosted Customer in the User’s colocation space, and a ‘‘Hosted Customer’’ means a 

customer of a Hosting User that is hosted in a 

Hosting User’s co-location space. See Securities 

Exchange Act Release No. 76008 (September 29, 

2015), 80 FR 60190 (October 5, 2015) (SR–NYSE– 

2015–40). As specified in the Price List, a User that 

incurs co-location fees for a particular co-location 

service pursuant thereto would not be subject to colocation fees for the same co-location service 

charged by the Exchange’s affiliates NYSE MKT 

LLC and NYSE Arca, Inc. See Securities Exchange 

Act Release No. 70206 (August 15, 2013), 78 FR 

51765 (August 21, 2013) (SR–NYSE–2013–59). 

must be that of a senior official at the 

company with a rank of Corporate 

Secretary or above. Based on the 

foregoing, the Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. For 

this reason, the Commission hereby 

waives the 30-day operative delay and 

designates the proposal operative upon 

filing.12

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 

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– 

NYSEMKT–2016–14 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–NYSEMKT–2016–14. 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 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– 

NYSEMKT–2016–14, and should be 

submitted on or before March 3, 2016. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2016–02729 Filed 2–10–16; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–77072; File No. SR–NYSE– 

2015–53] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval of 

Proposed Rule Change, as Modified by 

Amendment No. 1, To Provide That the 

Co-Location Services Offered by the 

Exchange Include Three Time Feeds 

and Four Partial Cabinet Bundle 

Options 

February 5, 2016. 

I. Introduction 

On November 27, 2015 the New York 

Stock Exchange LLC (‘‘the Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to provide that the co-location 

services offered by the Exchange 

include three time feeds and four 

bundles of co-location services (‘‘Partial 

Cabinet Solution bundles’’). The 

proposed rule change was published for 

comment in the Federal Register on 

December 16, 2015.3 The Commission 

received one comment letter on the 

proposed rule change.4 On January 20, 

2016, the Exchange filed a response 

letter.5 On January 28, 2016, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.6 The Commission 

is publishing this notice to solicit 

comments on Amendment No. 1 from 

interested persons and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Description of the Proposal, as 

Modified by Amendment No. 1 

The Exchange proposes to change its 

rules to provide that the co-location 

services offered by the Exchange 

include three time feeds and four Partial 

Cabinet Solution bundles, and to 

establish fees for these services. 

Time Feeds 

The Exchange proposes to offer Users 

the option to purchase connectivity to 

one or more of three time feeds.7 Each 

proposed time feed provides a feed with 

the current time of day using one of 

three different time protocols: Global 

Positioning System (‘‘GPS’’) Time 

Source, the Network Time Protocol 

(‘‘NTP’’), and Precision Timing Protocol 

mstockstill on DSK4VPTVN1PROD with NOTICES