Federal Register / Vol. 79, No. 217 / Monday, November 10, 2014 / Notices 66755 

publicly available memorandum which 

is in ADAMS under Accession No. 

ML14192B402. 

Dated at Rockville, Maryland, this 4th day 

of November, 2014. 

For the Nuclear Regulatory Commission. 

Sheldon D. Stuchell, 

Chief, Generic Communications Branch, 

Division of Policy and Rulemaking, Office 

of Nuclear Reactor Regulation. 

[FR Doc. 2014–26581 Filed 11–7–14; 8:45 am] 

BILLING CODE 7590–01–P 

PEACE CORPS 

Information Collection Request; 

Submission for OMB Review 

AGENCY: Peace Corps. 

ACTION: 60-Day notice and request for 

comments. 

SUMMARY: The Peace Corps will submit 

the following information collection 

request to the Office of Management and 

Budget (OMB) for review and approval. 

The purpose of this notice is to allow 60 

days for public comment in the Federal 

Register preceding submission to OMB. 

We are conducting this process in 

accordance with the Paperwork 

Reduction Act of 1995 (44 U.S.C. 

Chapter 35). 

DATES: Submit comments on or before 

January 9, 2015. 

ADDRESSES: Written comments should 

be addressed to Denora Miller, FOIA/

Privacy Act Officer, Office of 

Management, Peace Corps, 1111 20th 

Street NW., Washington, DC 20526. 

Denora Miller may also be contacted by 

telephone at 202–692–1236 or email at 

pcfr@peacecorps.gov. Email comments 

must be made in text and not in 

attachments. 

FOR FURTHER INFORMATION CONTACT: 

Denora Miller at Peace Corps address 

above. 

SUPPLEMENTARY INFORMATION: The Peace 

Corps, under Section 10(a)(4) of the 

Peace Corps Act, authorizes the Director 

to accept gifts of voluntary service, 

money, or property, for use in 

furtherance of the purposes of the Peace 

Corps Act. The information collected on 

the donation form is essential to 

fulfilling this authority and acceptance 

of gifts. 

OMB Control Number: 0420–XXXX. 

Title: Donation Form. 

Type of Review: New. 

Affected public: Individuals or 

households. 

Respondents’ obligation to reply: 

Voluntary. 

Burden to the public: 

(a) Estimated number of respondents, 

13,000. 

(b) Frequency of response, one time. 

(c) Estimated average burden per 

response, 10 minutes. 

(d) Estimated total reporting burden, 

2,167 hours. 

General Description of Collection: The 

information pulled from the donation 

form is used internally and on a daily 

basis by the Peace Corps Office of 

Strategic Partnerships (OSP) to 

coordinate and oversee the development 

and implementation of partnerships to 

support the agency’s three goals and 

enhance programs through every stage 

of the Volunteer life cycle, 

communication with prospective and 

current donors. 

Request for Comment: Peace Corps 

invites comments on whether the 

proposed collection of information is 

necessary for proper performance of the 

functions of the Peace Corps Response, 

including whether the information will 

have practical use; the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the information 

to be collected; and, ways to minimize 

the burden of the collection of 

information on those who are to 

respond, including through the use of 

automated collection techniques, when 

appropriate, and other forms of 

information technology. 

This notice issued in Washington, DC on 

November 4, 2014. 

Denora Miller, 

FOIA/Privacy Act Officer, Management. 

[FR Doc. 2014–26621 Filed 11–7–14; 8:45 am] 

BILLING CODE 6051–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31328; File No. 812–14329] 

American Century Capital Portfolios, 

Inc. and American Century Investment 

Management, Inc.; Notice of 

Application 

November 4, 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: Summary of Application: 

Applicants request an order that would 

permit them to enter into and materially 

amend subadvisory agreements with 

Wholly-Owned Sub-Advisors (as 

defined below) and non-affiliated subadvisors without shareholder approval 

and would grant relief from certain 

disclosure requirements. 

Applicants: American Century Capital 

Portfolios, Inc. (‘‘Trust’’) and American 

Century Investment Management, Inc. 

(‘‘Advisor’’). 

DATES: Filing Dates: The application was 

filed on July 8, 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 December 1, 2014, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, 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, 4500 Main Street, Kansas 

City, Missouri 64111. 

FOR FURTHER INFORMATION CONTACT: 

Rachel Loko, Senior Counsel, at (202) 

551–6883, or Holly L. Hunter-Ceci, 

Branch Chief, at (202) 551–6825 

(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 Trust is organized as a 

Maryland corporation and is registered 

under the Act as an open-end 

management investment company that 

offers one or more series of shares (each, 

a ‘‘Series’’). Each Series will have its 

own distinct investment objective, 

policies and restrictions and may offer 

one or more classes of shares that are 

subject to different expenses. 

2. The Advisor, a corporation 

organized under the laws of the state of 


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66756 Federal Register / Vol. 79, No. 217 / Monday, November 10, 2014 / Notices 

1A ‘‘Sub-Advisor’’ is (a) an indirect or direct 

‘‘wholly-owned subsidiary’’ (as such term is 

defined in the Act) of the Advisor for that Series; 

(b) a sister company of the Advisor for that Series 

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 Advisor (each of (a) and (b), a 

‘‘Wholly-Owned Sub-Advisor’’ and collectively, the 

‘‘Wholly-Owned Sub-Advisors’’), or (c) an 

investment sub-advisor for that Series that is not an 

‘‘affiliated person’’ (as such term is defined in 

section 2(a)(3) of the Act) of the Series or the 

Advisor, except to the extent that an affiliation 

arises solely because the sub- advisor serves as a 

sub-advisor to a Series (each, a ‘‘Non-Affiliated SubAdvisor’’). Each Sub-Advisor will be registered with 

the Commission under the Investment Advisers Act 

of 1940 or exempt from such registration. 

2Shareholder approval will continue to be 

required for any other sub-advisor change (not 

otherwise permitted by applicable law or by rule) 

and material amendments to an existing SubAdvisory Agreement with any sub-advisor other 

than a Non-Affiliated Sub-Advisor or a WhollyOwned Sub-Advisor (all such changes referred to as 

‘‘Ineligible Sub-Advisor Changes’’). 

3For 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. All registered 

open-end investment companies that currently 

intend to rely on the requested order are named as 

applicants. 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 Series contains the name 

of a Sub-Advisor (as defined below), the name of 

the Advisor, or a trademark or trade name that is 

owned by or publicly used to identify that Advisor, 

will precede the name of the Sub-Advisor. 

4The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Subadvised Series. 

5A ‘‘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 Sub-Advisor (except 

as modified to permit Aggregate Fee Disclosure (as 

defined below); (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 Multimanager 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 Multimanager Information Statement may be obtained, 

without charge, by contacting the Subadvised 

Series. 

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 by the order to permit Aggregate Fee 

Disclosure. Multi-manager Information Statements 

will be filed with the Commission via the EDGAR 

system. 

Delaware, is registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (‘‘Advisers Act’’). The 

Advisor is a wholly-owned subsidiary of 

American Century Companies, Inc., a 

privately held corporation organized 

under Delaware law. 

3. Applicants request an order to 

permit the Advisor, subject to the 

approval of the Board, including a 

majority of the members of the Board 

who are not ‘‘interested persons,’’ as 

defined in section 2(a)(19) of the Act, of 

the Series or the Manager (‘‘Independent 

Board Members’’), to, without obtaining 

shareholder approval: (i) Select SubAdvisors to manage all or a portion of 

the assets of a Series and enter into SubAdvisory Agreements (as defined below) 

with the Sub-Advisors,1 and (ii) 

materially amend Sub-Advisory 

Agreements with the Sub-Advisors.2

Applicants request that the relief apply 

to the named applicants, as well as to 

any future Series and any other existing 

or future registered open-end 

management investment company or 

series thereof that is advised by the 

Advisor or its successors, uses the 

multi-manager structure described in 

the application, and complies with the 

terms and conditions of the application 

(‘‘Subadvised Series’’).3 The requested 

relief will not extend to any sub-advisor, 

other than a Wholly-Owned SubAdvisor, who is an affiliated person, as 

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

the Subadvised Series or of the Advisor, 

other than by reason of serving as a subadvisor to one or more of the 

Subadvised Series (‘‘Affiliated SubAdvisor’’). 

4. Each Series has, or will have, as its 

investment adviser, the Advisor or its 

successor. The Advisor will serve as the 

investment adviser to each Series 

pursuant to an investment advisory 

agreement with the Trust (‘‘Investment 

Management Agreement’’). The 

Investment Management Agreement for 

each Series will be approved by the 

board of trustees of the Trust 

(‘‘Board’’),4 including a majority of the 

Independent Board Members, and by 

the shareholders of the relevant Series 

as required by sections 15(a) and 15(c) 

of the Act and rule 18f–2 thereunder. 

The terms of the Investment 

Management Agreement will comply 

with section 15(a) of the Act. 

5. Under the terms of the Investment 

Management Agreement, the Advisor, 

subject to the supervision of the Board, 

will provide continuous investment 

management of the assets of each Series. 

The Advisor will periodically review 

each Series’ investment policies and 

strategies, and based on the need of a 

particular Series, may recommend 

changes to the investment policies and 

strategies of the Series for consideration 

by the Board. For its services to each 

Series under the Investment 

Management Agreement, the Advisor 

will receive an investment management 

fee from that Series. The Investment 

Management Agreement will provide 

that the Advisor may, subject to the 

approval of the Board, including a 

majority of the Independent Board 

Members, and the shareholders of the 

applicable Subadvised Series (if 

required), delegate portfolio 

management responsibilities of all or a 

portion of the assets of a Subadvised 

Series to one or more Sub-Advisors. 

6. Pursuant to the Investment 

Management Agreement, the Advisor 

has overall responsibility for the 

management and investment of the 

assets of each Subadvised Series. These 

responsibilities include recommending 

the removal or replacement of SubAdvisors, determining the portion of 

that Subadvised Series’ assets to be 

managed by any given Sub-Advisor and 

reallocating those assets as necessary 

from time to time. 

7. The Advisor may enter into subadvisory agreements with various SubAdvisors (‘‘Sub-Advisory Agreements’’) 

to provide investment management 

services to the Subadvised Series. The 

terms of each Sub-Advisory Agreement 

will comply fully with the requirements 

of section 15(a) of the Act and will have 

been approved by the Board, including 

a majority of the Independent Board 

Members and the initial shareholder of 

the applicable Subadvised Series, in 

accordance with sections 15(a) and 15(c) 

of the Act and rule 18f–2 thereunder. 

The Sub-Advisors, subject to the 

supervision of the Advisor and 

oversight of the Board, will determine 

the securities and other investments to 

be purchased or sold by a Subadvised 

Series and will place orders with 

brokers or dealers that they select. The 

Advisor will compensate each SubAdvisor out of the fee paid to the 

Advisor under the Investment 

Management Agreement. 

8. If the requested order is granted, 

the Subadvised Series will inform 

shareholders of the hiring of a new SubAdvisor pursuant to the following 

procedures (‘‘Modified Notice and 

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

after a new Sub-Advisor is hired for any 

Subadvised Series, that Subadvised 

Series will send its shareholders either 

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

Information Statement; 5 and (b) the 

Subadvised Series 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. 

In the circumstances described in the 

application, a proxy solicitation to 

approve the appointment of new SubVerDate Sep<11>2014 18:25 Nov 07, 2014 Jkt 235001 PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 E:\FR\FM\10NON1.SGM 10NON1

asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 79, No. 217 / Monday, November 10, 2014 / Notices 66757 

6Applicants state that they will only comply with 

conditions 7, 8, 9 and 12 if they rely on the relief 

that would allow them to provide Aggregate Fee 

Disclosure. 

Advisors provides no more meaningful 

information to shareholders than the 

proposed Multi-manager Information 

Statement. Applicants state that each 

Board would comply with the 

requirements of sections 15(a) and 15(c) 

of the Act before entering into or 

amending Sub-Advisory Agreements. 

9. Applicants also request an order 

exempting the Subadvised Series from 

certain disclosure obligations that may 

require each Subadvised Series to 

disclose fees paid by the Advisor to 

each Sub-Advisor. Applicants seek 

relief to permit each Subadvised Series 

to disclose (as a dollar amount and a 

percentage of the Subadvised Series’ net 

assets): (a) The aggregate fees paid to the 

Advisor and any Wholly-Owned SubAdvisors; (b) the aggregate fees paid to 

Non-Affiliated Sub-Advisors; and (c) the 

fee paid to each Affiliated Sub-Advisor 

(collectively, the ‘‘Aggregate Fee 

Disclosure’’).6 An exemption is 

requested to permit the Series to include 

only 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, require a 

proxy statement for a shareholder 

meeting at which the advisory contract 

will be voted upon to include the ‘‘rate 

of compensation of the investment 

adviser,’’ the ‘‘aggregate amount of the 

investment adviser’s fee,’’ a description 

of the ‘‘terms of the contract to be acted 

upon,’’ and, if a change in the advisory 

fee is proposed, the existing and 

proposed fees and the difference 

between the two 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. 

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 

state that their requested relief meets 

this standard for the reasons discussed 

below. 

6. Applicants assert that the 

shareholders expect the Advisor, subject 

to the review and approval of the Board, 

to select the Sub-Advisors who are in 

the best position to achieve the 

Subadvised Series’ investment 

objective. Applicants assert that, from 

the perspective of the shareholder, the 

role of the Sub-Advisors is substantially 

equivalent to the role of the individual 

portfolio managers employed by an 

investment adviser to a traditional 

investment company. Applicants 

believe that permitting the Advisor to 

perform the duties for which the 

shareholders of the Subadvised Series 

are paying the Advisor—the selection, 

supervision and evaluation of the SubAdvisors—without incurring 

unnecessary delays or expenses is 

appropriate in the interest of the 

Subadvised Series’ shareholders and 

will allow such Subadvised Series to 

operate more efficiently. Applicants 

state that each Investment Management 

Agreement will continue to be fully 

subject to section 15(a) of the Act and 

rule 18f–2 under the Act and approved 

by the Board, including a majority of the 

Independent Board Members, in the 

manner required by sections 15(a) and 

15(c) of the Act. Applicants are not 

seeking an exemption with respect to 

the Investment Management 

Agreements. 

7. Applicants assert that disclosure of 

the individual fees that the Advisor 

would pay to the Sub-Advisors of 

Subadvised Series that operate under 

the multi-manager structure described 

in the application would not serve any 

meaningful purpose. Applicants 

contend that the primary reasons for 

requiring disclosure of individual fees 

paid to Sub-Advisors are to inform 

shareholders of expenses to be charged 

by a particular Subadvised Series and to 

enable shareholders to compare the fees 

to those of other comparable investment 

companies. Applicants believe that the 

requested relief satisfies these objectives 

because the advisory fee paid to the 

Advisor will be fully disclosed and, 

therefore, shareholders will know what 

the Subadvised Series’ fees and 

expenses are and will be able to 

compare the advisory fees a Subadvised 

Series is charged to those of other 

investment companies. Applicants 

assert that the requested disclosure 

relief would benefit shareholders of the 

Subadvised Series because it would 

improve the Advisor’s ability to 

negotiate the fees paid to Sub-Advisors. 

Applicants state that the Advisor may 

be able to negotiate rates that are below 

a Sub-Advisor’s ‘‘posted’’ amounts if the 

Advisor is not required to disclose the 

Sub-Advisors’ fees to the public. 

Applicants submit that the relief 

requested to use Aggregate Fee 

Disclosure will encourage Sub-Advisors 

to negotiate lower subadvisory fees with 

the Advisor if the lower fees are not 

required to be made public. 

8. For the reasons discussed above, 

applicants submit that the requested 

relief meets the standards for relief 

under section 6(c) of the Act. Applicants 

state that the operation of the 

Subadvised Series in the manner 

described in the application must be 

approved by shareholders of a 

Subadvised Series before that 

Subadvised Series may rely on the 

requested relief. In addition, applicants 

state that the proposed conditions to the 

requested relief are designed to address 

any potential conflicts of interest, 

including any posed by the use of 

Wholly-Owned Sub-Advisors, and 

provide that shareholders are informed 

when new Sub-Advisors are hired. 

Applicants assert that conditions 6, 7, 

10 and 11 are designed to provide the 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
66758 Federal Register / Vol. 79, No. 217 / Monday, November 10, 2014 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73141 

(Sept. 18, 2014), 79 FR 57161. 

4 15 U.S.C. 78s(b)(2). 

Board with sufficient independence and 

the resources and information it needs 

to monitor and address any conflicts of 

interest with affiliated persons of the 

Advisor, including Wholly-Owned SubAdvisors. Applicants state that, 

accordingly, they believe the requested 

relief 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’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Subadvised Series may 

rely on the order requested in the 

application, the operation of the 

Subadvised Series in the manner 

described in the application, including 

the hiring of Wholly-Owned SubAdvisors, will be, or has been, approved 

by a majority of the Subadvised Series’ 

outstanding voting securities as defined 

in the Act, or, in the case of a new 

Subadvised Series whose public 

shareholders purchase shares on the 

basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the sole initial shareholder 

before offering the Subadvised Series’ 

shares to the public. 

2. The prospectus for each 

Subadvised Series will disclose the 

existence, substance, and effect of any 

order granted pursuant to the 

application. Each Subadvised Series 

will hold itself out to the public as 

employing the multi-manager structure 

described in the application. Each 

prospectus will prominently disclose 

that the Advisor has the ultimate 

responsibility, subject to oversight by 

the Board, to oversee the Sub-Advisors 

and recommend their hiring, 

termination and replacement. 

3. The Advisor will provide general 

management services to a Subadvised 

Series, including overall supervisory 

responsibility for the general 

management and investment of the 

Subadvised Series’ assets. Subject to 

review and approval of the Board, the 

Advisor will (a) set a Subadvised Series’ 

overall investment strategies, (b) 

evaluate, select, and recommend SubAdvisors to manage all or a portion of 

a Subadvised Series’ assets, and (c) 

implement procedures reasonably 

designed to ensure that Sub-Advisors 

comply with a Subadvised Series’ 

investment objective, policies and 

restrictions. Subject to review by the 

Board, the Advisor will (a) when 

appropriate, allocate and reallocate a 

Subadvised Series’ assets among 

multiple Sub-Advisors; and (b) monitor 

and evaluate the performance of SubAdvisors. 

4. A Subadvised Series will not make 

any Ineligible Sub-Advisor Changes 

without such agreement, including the 

compensation to be paid thereunder, 

being approved by the shareholders of 

the applicable Subadvised Series. 

5. Subadvised Series will inform 

shareholders of the hiring of a new Sub 

Advisor within 90 days after the hiring 

of the new Sub-Advisor pursuant to the 

Modified Notice and Access Procedures. 

6. At all times, at least a majority of 

the Board will be Independent Board 

Members, and the selection and 

nomination of new or additional 

Independent Board Members will be 

placed within the discretion of the thenexisting Independent Board Members. 

7. Independent Legal Counsel, as 

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

will be engaged to represent the 

Independent Board Members. The 

selection of such counsel will be within 

the discretion of the then-existing 

Independent Board Members. 

8. The Advisor will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Advisor on a per Subadvised 

Series basis. The information will reflect 

the impact on profitability of the hiring 

or termination of any sub-advisor during 

the applicable quarter. 

9. Whenever a sub-advisor is hired or 

terminated, the Advisor will provide the 

Board with information showing the 

expected impact on the profitability of 

the Advisor. 

10. Whenever a sub-advisor change is 

proposed for a Subadvised Series with 

an Affiliated Sub-Advisor or a WhollyOwned Sub-Advisor, the Board, 

including a majority of the Independent 

Board Members, will make a separate 

finding, reflected in the Board minutes, 

that such change is in the best interests 

of the Subadvised Series and its 

shareholders, and does not involve a 

conflict of interest from which the 

Advisor or the Affiliated Sub-Advisor or 

Wholly-Owned Sub-Advisor derives an 

inappropriate advantage. 

11. No Board member or officer of a 

Subadvised Series, or partner, director, 

manager, or officer of the Advisor, will 

own directly or indirectly (other than 

through a pooled investment vehicle 

that is not controlled by such person), 

any interest in a Sub-Advisor, except for 

(a) ownership of interests in the Advisor 

or any entity, other than a WhollyOwned Sub-Advisor, that controls, is 

controlled by, or is under common 

control with the Advisor, or (b) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of a publicly traded 

company that is either a Sub-Advisor or 

an entity that controls, is controlled by, 

or is under common control with a SubAdvisor. 

12. Any new Sub-Advisory 

Agreement or any amendment to a 

Series’ existing Investment Management 

Agreement or Sub-Advisory Agreement 

that directly or indirectly results in an 

increase in the aggregate advisory fee 

rate payable by the Series will be 

submitted to the Series’ shareholders for 

approval. 

13. Each Subadvised Series will 

disclose the Aggregate Fee Disclosure in 

its registration statement. 

14. 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. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–26587 Filed 11–7–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73515; File No. SR– 

NYSEArca-2014–100] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Designation of a 

Longer Period for Commission Action 

on Proposed Rule Change Relating to 

Listing and Trading of Shares of the 

SPDR SSgA Global Managed Volatility 

ETF Under NYSE Arca Equities Rule 

8.600 

November 4, 2014. 

On September 5, 2014, NYSE Arca, 

Inc. 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 relating to the 

listing and trading of shares of the SPDR 

SSgA Global Managed Volatility ETF. 

The proposed rule change was 

published for comment in the Federal 

Register on September 24, 2014.3 The 

Commission has received no comment 

letters on the proposed rule change. 

Section 19(b)(2) of the Act 4 provides 

that, within 45 days of the publication 

of notice of the filing of a proposed rule 


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