Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 63183 

5 If the Fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the Fund’s first public 

offering. 

6 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

1The term ‘‘Adviser’’ means (i) BlackRock 

Advisors and (ii) any entity controlling, controlled 

by or under common control with, BlackRock 

Advisors or its successor. 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. 

2The term ‘‘Board’’ includes the board of 

directors or trustees of a Subadvised Fund. 

3A ‘‘Subadviser’’ for a Subadvised Fund is (a) an 

indirect or direct ‘‘wholly-owned subsidiary’’ (as 

such term is defined in the Act) of the Adviser for 

that Subadvised Fund; (b) a sister company of the 

Adviser for that Subadvised Fund that is an indirect 

or direct ‘‘wholly-owned subsidiary’’ (as such term 

is defined in the Act) of the same company that, 

indirectly or directly, wholly owns the Adviser 

(each of (a) and (b), a ‘‘Wholly-Owned Subadviser’’ 

and collectively, the ‘‘Wholly-Owned 

Subadvisers’’), or (c) not an ‘‘affiliated person’’ (as 

such term is defined in section 2(a)(3) of the Act) 

of the applicable Subadvised Fund, the Corporation 

or the Trust, as applicable, or the Adviser, except 

to the extent that an affiliation arises solely because 

the Subadviser serves as a subadviser to a 

Subadvised Fund (each, a ‘‘Non-Affiliated 

Subadviser’’). 

4Shareholder approval will continue to be 

required for any other subadviser changes and 

material amendments to an existing subadvisory 

agreement with any subadviser other than a NonAffiliated Subadviser or Wholly-Owned SubContinued 

(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,5 expressed as a 

percentage of NAV as of the date, is no 

more than 1 percentage point greater 

than the Fund’s average annual total 

return for the 5-year period ending on 

the date; 6 and 

(ii) the transmittal letter 

accompanying any registration 

statement filed with the Commission in 

connection with the 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 common 

shares 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 preferred 

shares as the 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 shares as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25082 Filed 10–21–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31291; File No. 812–13784] 

BlackRock Advisors, LLC, et al.; Notice 

of Application 

October 16, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY OF APPLICATION: Applicants 

request an order that would permit them 

to enter into and materially amend 

subadvisory agreements with WhollyOwned Subadvisers (as defined below) 

and non-affiliated subadvisers without 

shareholder approval and would grant 

relief from certain disclosure 

requirements. 

APPLICANTS: BlackRock Advisors, LLC 

(‘‘BlackRock Advisors’’), BlackRock 

Funds (the ‘‘Trust’’), and FDP Series, 

Inc. (the ‘‘Corporation’’). 

FILING DATES: The application was filed 

on June 17, 2010, and amended on 

November 22, 2013, May 9, 2014, and 

October 3, 2014. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the application will be 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on November 10, 2014, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants, 55 East 52nd Street, New 

York, NY 10055. 

FOR FURTHER INFORMATION CONTACT: 

David J. Marcinkus, Senior Counsel, at 

(202) 551–6882, or David P. Bartels, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

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

calling (202) 551–8090. 

Applicants’ Representations 

1. The Corporation is an open-end 

management investment company 

registered under the Act that is 

organized as a Maryland corporation. 

The Corporation is organized as a series 

fund (each, an ‘‘FDP Series’’) and 

currently consists of four FDP Series. 

The Trust is an open-end management 

investment company registered under 

the Act that is organized as a 

Massachusetts business trust. The Trust 

is organized as a series fund and 

currently consists of thirty-four series, 

only one of which, the BlackRock MultiManager Alternative Strategies Fund 

(the ‘‘Multi-Manager Fund’’), currently 

intends to operate under the manager of 

managers structure described in the 

application (the ‘‘Manager of Managers 

Structure’’). BlackRock Advisors is a 

Delaware limited liability company that 

is registered with the Commission as an 

investment adviser under the 

Investment Advisers Act of 1940 (the 

‘‘Advisers Act’’). 

2. Applicants request an order to 

permit the Adviser,1 subject to the 

approval of the board of directors or 

trustees of the Corporation or the Trust, 

as applicable (each a ‘‘Board’’),2

including a majority of the directors or 

trustees who are not ‘‘interested 

persons’’ as defined in section 2(a)(19) 

of the Act of the Corporation or the 

Trust, as applicable, or of the Adviser 

(the ‘‘Independent Directors’’), to take 

certain actions without obtaining 

shareholder approval as follows: (i) 

Select certain wholly-owned an nonaffiliated investment advisers (each a 

‘‘Subadviser’’ 3) to manage all or a 

portion of the assets of one of more of 

the Subadvised Funds (as defined 

below) pursuant to an investment 

subadvisory agreement with each 

Subadviser (each a ‘‘Subadvisory 

Agreement’’), and (ii) materially amend 

Subadvisory Agreement with such 

Subadvisers.4 Applicants request that 

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63184 Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 

Adviser (all such changes referred to as ‘‘Ineligible 

Subadviser Changes’’), except as otherwise 

permitted by applicable law or by rule. 

5Any such existing or future series or investment 

company and any existing or future series of the 

Corporation or the Trust, a ‘‘Fund.’’ 

6All registered open-end investment companies 

that currently intend to rely on the requested order 

are named as applicants. All funds that currently 

are, or that currently intend to be, Subadvised 

Funds (as defined below) are identified in the 

application. Any entity that relies on the requested 

order will do so only in accordance with the terms 

and conditions contained in the application. If the 

name of any Subadvised Fund contains the name 

of a Subadviser (as defined below), the name of the 

Adviser that serves as the primary adviser to that 

Subadvised Fund, or a trademark or trade name that 

is owned by or publicly used to identify that 

Adviser, will precede the name of the Subadviser. 

7The term ‘‘Investment Advisory Agreement’’ 

includes each investment advisory agreement 

entered into by an Adviser with, or on behalf of, 

a Subadvised Fund that in the future seeks to rely 

on the order. 

8A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and specifically will, among 

other things: (a) Summarize the relevant 

information regarding the new Subadviser; (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 

Subadvised 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 to permit Aggregate Fee Disclosure. 

Multi-manager Information Statements will be filed 

with the Commission via the EDGAR system. 

the relief apply to the named applicants, 

as well as to any future FDP Series of 

the Corporation, any other existing or 

future series of the Trust, and any other 

existing or future registered open-end 

management investment company or 

series thereof 5 that relies on the 

requested relief and (a) is advised by an 

Adviser, (b) uses Manager of Managers 

Structure, and (c) complies with the 

terms and conditions set forth in the 

application (the ‘‘Subadvised Funds,’’ 

and each a ‘‘Subadvised Fund’’).6 The 

requested relief will not extend to any 

subadviser, other than a Wholly-Owned 

Subadviser, who is an affiliated person, 

as defined in section 2(a)(3) of the Act, 

of the Subadvised Fund or of the 

Adviser, other than by reason of serving 

as a subadviser to one or more of the 

Subadvised Funds (‘‘Affiliated SubAdviser’’). 

3. BlackRock Advisors currently 

serves as investment adviser to each 

FDP Series and to the Multi-Manager 

Fund, pursuant to investment advisory 

agreements with the Corporation and 

the Trust, respectively (each, an 

‘‘Investment Advisory Agreement’’).7

Any other Adviser will be registered 

with the Commission as an investment 

adviser under the Advisers Act. The 

terms of each Investment Advisory 

Agreement comply with section 15(a) of 

the Act, and applicants are not seeking 

an exemption from the provisions of the 

Act with respect to the Investment 

Advisory Agreements. 

4. Applicants state that, under the 

terms of each Investment Advisory 

Agreement, subject to and in accordance 

with the investment objective and 

policies of a Subadvised Fund and any 

directions which the Board may issue to 

the Adviser, the Adviser has overall 

responsibility for the general 

management and investment of the 

assets and securities portfolios of the 

Subadvised Fund. In addition, the 

Adviser shall develop the overall 

investment program and strategies for 

the Subadvised Fund, or segments 

thereof, shall revise such program as 

necessary, and shall monitor and report 

periodically to the Board concerning the 

implementation of the program. For the 

investment management services it 

provides to a Subadvised Fund, the 

Adviser receives the fee specified in the 

Investment Advisory Agreement. Each 

Investment Advisory Agreement permits 

the Adviser, subject to the approval of 

the Board, to appoint one or more 

subadvisers to perform investment 

advisory services with respect to a 

Subadvised Fund. Applicants represent 

that, to the extent applicable, the 

Adviser shall research and evaluate 

subadvisers and shall advise the Board 

of the subadvisers that the Adviser 

believes are best-suited to invest the 

assets of a Subadvised Fund; shall 

monitor and evaluate the performance 

of each Subadviser; shall determine the 

portion of a Subadvised Fund’s assets to 

be managed by each Subadviser; shall 

recommend to the Board changes or 

additions of Subadvisers when 

appropriate; and shall coordinate the 

investment activities of the Subadvisers. 

In addition, Applicants state that the 

Adviser may directly manage a portion 

or, from time to time, all of the assets 

of a Subadvised Fund. 

5. Pursuant to the authority under the 

Investment Advisory Agreements, the 

Adviser has entered into subadvisory 

agreements with subadvisers with 

respect to the existing FDP Series and 

the Multi-Manager Fund. Applicants 

state that each of the current 

subadvisory agreements relating to the 

FDP Series and the Multi-Manager Fund 

has been approved by the respective 

Board, including by a majority of the 

Independent Directors, and the 

shareholders of the respective FDP 

Series and the Multi-Manager Fund, in 

accordance with Sections 15(a) and 

15(c) of the Act and Rule 18f–2 under 

the 1940 Act. Applicants further state 

that, in the future, the Adviser may 

enter into new, additional or amended 

Subadvisory Agreements on behalf of 

the FDP Series, the Multi-Manager Fund 

or other Subadvised Funds, subject to (i) 

applicable Board and Independent 

Director approval and (ii) (a) any 

required shareholder approval or (b) any 

and all applicable terms and conditions 

set forth in the application. The terms 

of each Subadvisory Agreement will 

comply fully with the requirements of 

Section 15(a) of the Act. 

6. Each current subadviser is, and any 

future Subadviser will be either 

registered with the Commission as an 

investment adviser under the Advisers 

Act or not subject to such registration. 

Applicants state that the specific 

investment decisions for each 

Subadvised Fund will be made by that 

Subadviser which has discretionary 

authority to invest the assets or a 

portion of the assets of that Subadvised 

Fund, subject to the general supervision 

of the Adviser and the Board. For its 

services to a Subadvised Fund, a 

Subadviser will receive a fee paid by the 

Adviser from the fee the Adviser 

receives from the Subadvised Fund. 

None of the Subadvised Funds is 

responsible for paying subadvisory fees 

to any Subadviser. 

7. Subadvised Funds will inform 

shareholders of the hiring of a new 

Subadviser pursuant to the following 

procedures (‘‘Modified Notice and 

Access Procedures’’): (a) Within 90 days 

after a new Subadviser is hired for any 

Subadvised Fund, that Subadvised 

Fund will send its shareholders either a 

Multi-manager Notice or a Multimanager Notice and Multi-manager 

Information Statement; 8 and (b) the 

Subadvised Fund will make the Multimanager 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 Multimanager Information Statement) is first 

sent to shareholders, and will maintain 

it on that Web site for at least 90 days. 

Applicants state that, in the 

circumstances described in the 

application, a proxy solicitation to 

approve the appointment of new 

Subadvisers provides no more 

meaningful information to shareholders 

than the proposed Multi-manager 

Information Statement. Applicants also 

state that the applicable Board would 

comply with the requirements of 

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Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 63185 

9A Subadvised Fund relying on the order granted 

hereunder will comply with conditions 7, 8, 9 and 

12 only if it relies on the relief that would allow 

it to provide Aggregate Fee Disclosure. 

sections 15(a) and 15(c) of the Act 

before entering into or amending 

Subadvisory Agreements. 

8. Applicants also request an order 

under section 6(c) of the Act exempting 

the Subadvised Fund from certain 

disclosure obligations that may require 

each Subadvised Fund to disclose fees 

paid by the Adviser to a subadviser. 

Applicants seek relief to permit each 

Subadvised Fund to disclose (as a dollar 

amount and a percentage of the 

Subadvised Fund’s net assets) only: (a) 

The aggregate fees paid to the 

Subadvised Fund’s Adviser and any 

Wholly-Owned Subadvisers; (b) the 

aggregate fees paid to Non-Affiliated 

Subadvisers; and (c) the fee paid to each 

Affiliated Subadviser (collectively, the 

‘‘Aggregate Fee Disclosure’’). All other 

items required by Sections 6–07(2)(a), 

(b) and (c) of Regulation S–X will be 

disclosed. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act states, in 

part, that it is unlawful for any person 

to act as an investment adviser to a 

registered investment company ‘‘except 

pursuant to a written contract, which 

contract, whether with such registered 

company or with an investment adviser 

of such registered company, has been 

approved by the vote of a majority of the 

outstanding voting securities of such 

registered company.’’ Rule 18f–2 under 

the Act provides that each series or class 

of stock in a series investment company 

affected by a matter must approve that 

matter if the Act requires shareholder 

approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires a registered investment 

company to disclose in its statement of 

additional information the method of 

computing the ‘‘advisory fee payable’’ 

by the investment company, including 

the total dollar amounts that the 

investment company ‘‘paid to the 

adviser (aggregated with amounts paid 

to affiliated advisers, if any), and any 

advisers who are not affiliated persons 

of the adviser, under the investment 

advisory contract for the last three fiscal 

years.’’ 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

Exchange Act. Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A, taken together, may 

require a Subadvised Fund to disclose 

the fees paid to a Subadviser in 

connection with a Subadvisory 

Agreement or with shareholder action 

with respect to entering into, or 

materially amending, an advisory 

agreement or establishing, or increasing, 

advisory fees. 

4. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statement information about 

the investment advisory fees. These 

provisions could require a Subadvised 

Fund’s financial statements to disclose 

information concerning fees paid to a 

subadviser. 

5. Section 6(c) of the Act provides that 

the Commission by order upon 

application may conditionally or 

unconditionally exempt any person, 

security, or transaction or any class or 

classes of persons, securities, or 

transactions from any provisions of the 

Act, or from any rule thereunder, 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. Applicants 

assert that their requested relief meets 

this standard for the reasons discussed 

below. 

6. Applicants assert that the 

shareholders expect the Adviser, subject 

to the review and approval of the Board, 

to select the Subadvisers that the 

Adviser has reasonably determined are 

well suited to achieve the Subadvised 

Fund’s investment objective. Applicants 

assert that, from the perspective of the 

shareholder, the role of the Subadviser 

is substantially equivalent to the role of 

the individual portfolio managers 

employed by an investment adviser to a 

traditional investment company with a 

single investment adviser (a ‘‘SingleManager Fund’’). Applicants believe 

that permitting the Adviser to perform 

the duties for which the shareholders of 

the Subadvised Fund are paying the 

Adviser (which include the selection, 

supervision and evaluation of the 

Subadvisers)—without incurring 

unnecessary delays or expenses is 

appropriate in the interest of the 

Subadvised Fund’s shareholders and 

will allow such Subadvised Fund to 

operate more efficiently. 

7. Applicants state that a Subadvised 

Fund will be required to obtain 

shareholder approval of the Manager of 

Managers Structure before relying on 

the requested order. Applicants assert 

that conditions 6, 10, and 11 are 

designed to provide the Board with 

sufficient independence and the 

resources and information it needs to 

monitor and address any conflicts of 

interest. 

8. Applicants believe that relief from 

disclosure of the individual fees that the 

Adviser would pay to the Subadvisers is 

necessary or appropriate in the public 

interest, consistent with the protection 

of investors and consistent with the 

purposes fairly intended by the policy 

and provisions of the Act, and should be 

granted for the following reasons: (1) 

The Adviser will operate the 

Subadvised Funds using the services of 

one or more Subadvisers in a manner 

different from that of Single-Manager 

Funds such that disclosure of the 

individual fees that the Adviser or 

Subadvised Funds would pay to each 

Subadviser would not be relevant to a 

shareholder or prospective shareholder 

in understanding the aggregate amount 

that the fund would pay for investment 

advisory services; (2) the relief would 

benefit shareholders by enabling the 

Subadvised Funds to operate in a less 

costly and more efficient manner, for 

example, by facilitating the Adviser’s 

ability to negotiate and manage 

subadvisory relationships; and (3) the 

relief is subject to a number of 

conditions that adequately address 

disclosure concerns. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 9

1. Before a Subadvised Fund may rely 

on the order requested in the 

application, the operation of the 

Subadvised Fund in the manner 

described in the application, including 

the hiring of Wholly-Owned 

Subadvisers, will be approved by a 

majority of the Subadvised Fund’s 

outstanding voting securities as defined 

in the Act, or, in the case of a 

Subadvised Fund whose public 

shareholders purchase shares on the 

basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the initial shareholder before 

such Subadvised Fund’s shares are 

offered to the public. 

2. The prospectus for each 

Subadvised Fund will disclose the 

existence, substance and effect of any 

order granted pursuant to the 

application. In addition, each 

Subadvised Fund will hold itself out to 

the public as employing the Manager of 

Managers Structure. The prospectus will 

prominently disclose that the Adviser 

has the ultimate responsibility, subject 

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63186 Federal Register / Vol. 79, No. 204 / Wednesday, October 22, 2014 / Notices 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(1). 

to oversight by the Board, to oversee the 

Subadvisers and recommend their 

hiring, termination, and replacement. 

3. 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 the review and approval by 

the Board, the Adviser will (a) set a 

Subadvised Fund’s overall investment 

strategies, (b) evaluate, select, and 

recommend Subadvisers to manage all 

or a portion of the Subadvised Fund’s 

assets, and (c) implement procedures 

reasonably designed to ensure that the 

Subadvisers comply with the 

Subadvised Fund’s investment 

objectives, policies and restrictions. 

Subject to review by the Board, the 

Adviser will (a) when appropriate, 

allocate and reallocate the Subadvised 

Fund’s assets among multiple 

Subadvisers; and (b) monitor and 

evaluate the performance of the 

Subadvisers. 

4. A Subadvised Fund will not make 

any Ineligible Subadviser Changes 

without the approval of the 

shareholders of the applicable 

Subadvised Fund. 

5. 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. 

6. 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. 

7. Independent Legal Counsel, as 

defined in rule 0–1(a)(16) 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. 

8. 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. 

9. 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. 

10. Whenever a subadviser change is 

proposed for a Subadvised Fund with 

an Affiliated Subadviser or a WhollyOwned Sub-Adviser, the Board, 

including a majority of the Independent 

Directors, will make a separate finding, 

reflected in the Board minutes, that 

such 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 or 

Wholly-Owned Subadviser derives an 

inappropriate advantage. 

11. No Director or officer of the Trust, 

the Corporation, a Subadvised Fund, or 

partner, director 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 (a) ownership of interests in 

the Adviser or any entity, other than a 

Wholly-Owned Subadviser, that 

controls, is controlled by, or is under 

common control with the Adviser, or (b) 

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 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 

requested in the application, the 

requested order will expire on the 

effective date of that rule. 

14. Any new subadvisory agreement 

or any amendment to a Subadvised 

Fund’s existing Investment Advisory 

Agreement or subadvisory agreement 

that directly or indirectly results in an 

increase in the aggregate advisory fee 

rate payable by the Subadvised Fund 

will be submitted to the Subadvised 

Fund’s shareholders for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–25083 Filed 10–21–14; 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 an Open Meeting 

on Wednesday, October 22, 2014 at 10 

a.m., in the Auditorium, Room L–002. 

The subject matter of the Open 

Meeting will be: 

• The Commission will consider 

whether to adopt rules relating to credit 

risk retention by securitizers of assetbacked securities, as mandated by 

Section 15G of the Exchange Act and 

Section 941(b) of the Dodd-Frank Wall 

Street Reform and Consumer Protection 

Act. 

The duty officer has determined that 

no earlier notice was practicable. 

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: October 17, 2014. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2014–25208 Filed 10–20–14; 11:15 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73371; File No. SR–CME– 

2014–14] 

Self-Regulatory Organizations; 

Chicago Mercantile Exchange Inc.; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change To Amend Rule 850 Regarding 

Fees 

October 16, 2014. 

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 October 

3, 2014, Chicago Mercantile Exchange 

Inc. (‘‘CME’’) 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 

primarily by CME. CME filed the 

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

of the Act,3 and Rule 19b–4(f)(1) 4

thereunder, so that the proposal was 

effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

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